HomeMy WebLinkAboutRes 2025-02-5020 Final Transaction for Anna ApartmentsANNA PUBLIC FACILITY CORPORATION
The undersigned officer of Anna Public Facility Corporation (the "Sole Member"), sole
member of (1) APFC Anna Apartments SLP, LLC (the "Special Limited Partner ") and (ii) APFC
Anna Apartments Contractor, LLC (the "Contractor"), hereby certifies that he is the duly elected
qualified and acting President of the Sole Member, and hereby certifies that true, correct and
complete copies of certain resolutions adopted by the Board of Directors of the Sole Member at
its February 11, 2025 meeting are attached hereto (the "Resolutions"). The Resolutions have not
been amended or revoked and are now in full force and effect.
Dated: February 11, 2025
By -
an Carver II
President
2314144
ANNA PUBLIC FACILITY CORPORATION
RESOLUTION OF THE SOLE MEMBER OF
APFC ANNA APARTMENTS SLP, LLC
February 11, 2025
ANNA PUBLIC FACILITY CORPORATION, a nonprofit public facility corporation duly
organized and validly existing under the laws of the State of Texas (the "Sole Member "), the sole
member of (i) APFC ANNA APARTMENTS SLP, LLC (the "Special Limited Partner "), the incoming
special limited partner of MERYL STREET HOLDCO, LP, a Delaware limited partnership (the
"Partnership ") and (ii) APFC ANNA APARTMENTS CONTRACTOR, LLC (the "Contractor ") hereby
adopts the following resolutions:
SOLE MEMBER PARTICIPATION
WHEREAS, the Sole Member, is the sole member of the Special Limited Partner;
WHEREAS, Stan Carver II, an individual, is the President of the Sole Member (the
"President ");
WHEREAS, the Board of Directors of the Sole Member (the "Board"), after reviewing the
underwriting assessment provided by CBRE, Inc., has determined in good faith that the
construction, development and operation of a 340-unit multifamily project to be located in the City
of Anna, Texas and to be known as "Anna Apartments" (also known as "Meryl Street
Apartments") (the "Apartment Complex ") would not be feasible without the participation of the
Sole Member and Special Limited Partner; and
WHEREAS, on January 7, 2025, written notice of the Apartment Complex was sent to the
presiding officer of the governing body of each taxing unit in which the Apartment Complex will
be located.
RESOLVED, that the Board has determined in good faith that the construction, development
and operation of the Apartment Complex would not be feasible without the participation of the
Sole Member and Special Limited Partner.
2. LEASE OF REAL PROPERTY
WHEREAS, in connection with its contemplated participation in the construction,
development and operation of the Apartment Complex, the Special Limited Partner, in its capacity
as landlord, will acquire certain real property located in Anna, Texas (the "Real Property " and
together with the Apartment Complex, the "Project"); and
WHEREAS, the Special Limited Partner will enter into (a) a Lease Agreement (the "Lease
Agreement") with the Partnership pursuant to which the Special Limited Partner will lease the
Project to the Meryl Street LP, a Delaware limited partnership, a subsidiary of the Partnership (the
2314144
"Operator") for a 99-year term; and (b) various documents as may be required in connection
therewith ((a) and (b) collectively, the "Lease Documents ").
RESOLVED, that the prior actions of the President (or any officer of the Sole Member),
acting on behalf of the Sole Member, acting on behalf of the Special Limited Partner, with respect
to the lease of the Real Property, including but not limited to the execution of the Lease Agreement,
are hereby ratified and approved.
FURTHER RESOLVED, that (a) the Special Limited Partner, acting on its own behalf, is hereby
authorized to execute and deliver the Lease Documents and to do all things necessary or desirable
to facilitate the lease of the Project and the construction, development and operation of the
Apartment Complex thereon; (c) the Sole Member, acting on behalf of the Special Limited Partner
is hereby authorized to execute and deliver the Lease Documents and to do all things necessary or
desirable to facilitate the lease of the Project and the construction, development and operation of
the Apartment Complex thereon; and (d) the President (or any officer of the Sole Member), acting
on behalf of the Sole Member, acting on behalf of the Special Limited Partner is hereby
individually authorized to (1) execute and deliver the Lease Documents, with such changes as the
President in his discretion believes to be necessary or desirable, and such other documents and
instruments in connection therewith as may be necessary or desirable and (d) do all things
necessary or desirable to facilitate the lease of the Real Property and the construction, development
and operation of the Apartment Complex thereon.
3. REGULATORY AGREEMENT
WHEREAS, the Operator will enter into a regulatory agreement (the "Regulatory
Agreement ") with the Sole Member, which Regulatory Agreement shall set forth the requirements
necessary for the Project to comply with the Texas Public Facility Corporation Act, Chapter 303,
Texas Local Government Code, and certain other restrictions required by the Sole Member
(collectively, the "Restrictions "), such Restrictions being within the control of the Operator.
RESOLVED, that the Sole Member, acting on its own behalf is hereby authorized to execute
and deliver the Regulatory Agreement and do all things necessary and desirable in connection
therewith; and the President (or any other officer of the Sole Member), acting on behalf of the Sole
Member, is hereby authorized to execute and deliver the Regulatory Agreement, with such changes
as the President (or any other officer of the Member) in such person's discretion believes to be
necessary or desirable, and do all things, including to execute and deliver such other documents
and instruments in connection therewith as may be necessary or desirable.
4. PARTNERSHIP DOCUMENTATION
WHEREAS, in connection with its admission to the Partnership, the Special Limited Partner
will enter into (a) a Limited Partnership Agreement (the "Partnership Agreement") between
Special Limited Partner, as special limited partner, and Meryl Street JV, LLC, a Delaware limited
liability company, as general partner; and (b) various documents as may be required in connection
with such Partnership admission (collectively, the "Partnership Documents ").
2
RESOLVED, that (a) the Special Limited Partner, acting on its own behalf, is authorized to
execute and deliver the Partnership Documents and do all things necessary and desirable to
facilitate the admission to the Partnership; (b) the Sole Member, acting on behalf of the Special
Limited Partner, acting on its own behalf, is hereby authorized to execute and deliver the
Partnership Documents and do all things necessary to facilitate the admission to the Partnership;
and (c) the President (or any officer of the Sole Member), acting on behalf of the Sole Member,
acting on behalf of the Special Limited Partner is hereby individually authorized to (1) execute and
deliver the Partnership Documents, with such changes as the President in his discretion believes
to be necessary or desirable, and such other documents and instruments in connection therewith as
may be necessary or desirable and (ii) do all things necessary or desirable to facilitate the admission
to the Partnership and perform the obligations thereunder.
5. CONSTRUCTION CONTRACT
WHEREAS, the Contractor will serve as general contractor in connection with the
construction and development of the Apartment Complex; and
WHEREAS, in connection with such role, the Contractor will enter into that certain AIA
Document A 102-2017 Standard Form of Agreement Between Owner and Contractor with the
Operator (the "Construction Contract") and a Master Subcontract Agreement with NRP
Contractors II, LLC (the "Master Subcontract").
RESOLVED, that the President (or any officer of the Sole Member), is hereby individually
authorized to (1) execute and deliver the Constriction Contract and the Master Subcontract, with
such changes as the President in his discretion believes to be necessary or desirable, and such other
documents and instruments in connection therewith as may be necessary or desirable and (ii) do
all things necessary or desirable to cause the Sole Member to perform the Sole Member's
obligations thereunder.
6. LOAN DOCUMENTATION
WHEREAS, it is anticipated that the Operator will obtain a mortgage loan from Comerica
Bank, a Texas banking association, as administrative agent under the loan agreement (the "Loan
Agreement") evidencing such loan (in such capacity, "Agent") and the lenders from time to time
party to the Loan Agreement (the `Lenders" and together with the Agent, the "Construction
Lenders") in connection with the construction and development of the Apartment Complex (the
"Loan "); and
WHEREAS, in connection with the Loan, the Operator will execute one or more promissory
notes (the "Notes") payable to the Lender; and
WHEREAS, in connection with the Operator's obligations under the Notes, the Special
Limited Partner and/or the Contractor will execute, for the benefit of the Lender, a Leasehold Deed
of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, a Contractor's
Consent, Agreement and Certification, an Acknowledgement Agreement (APFC Lease), and
3
certain other documents evidencing, governing and/or securing the Operator's obligations under
the Notes (collectively, together with the Notes, the "Loan Docinnents ").
RESOLVED, that (a) the Special Limited Partner, acting on its own behalf, is hereby
authorized to execute and deliver the Loan Documents and do all things necessary to facilitate the
Loan; (b) the Contractor, acting on its own behalf, is hereby authorized to execute and deliver the
Loan Documents and do all things necessary to facilitate the Loan; (c) the Sole Member, acting on
its own behalf or on behalf of the Special Limited Partner and/or the Contractor, acting on its own
behalf, is hereby authorized to execute and deliver the Loan Documents and do all things necessary
to facilitate the Loan; and (d) the President (or any other officer of the Sole Member), acting on
behalf of the Sole Member, acting on its own behalf or on behalf of the Special Limited Partner
and/or the Contractor, acting on its own behalf, is hereby authorized to (i) execute and deliver the
Loan Documents, with such changes as the President in his discretion believe to be necessary or
desirable, and such other documents and instruments in connection therewith as may be necessary
or desirable and (ii) do all things necessary or desirable to cause the Partnership to obtain the Loan.
7. AUTHORIZATION/RATIFICATION
RESOLVED, that the President (or any officer of the Sole Member), acting on behalf of the
Sole Member, acting on its own behalf or on behalf of the Special Limited Partner and/or the
Contractor, acting on its own behalf, is individually authorized to (a) sign, certify to, acknowledge,
deliver, accept, file, and record any and all instruments, resolutions and documents, and (b) take,
or cause to be taken, any and all such action, in the name and on behalf of the Sole Member, the
Special Limited Partner and the Contractor, as such person shall deem to be necessary, desirable,
or appropriate in order to effect the purposes of the foregoing resolutions.
FURTHER RESOLVED, that any and all action taken by the President (or any officer of the
Sole Member), acting on behalf of the Sole Member, acting on behalf of the Special Limited
Partner, acting on its own behalf, prior- to the date this consent is actually executed in effecting the
purposes of the foregoing resolutions is hereby approved, ratified, and adopted in all respects.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
1i