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HomeMy WebLinkAboutResolution Fort Worth Local Development Corporation (FWLDC) FWLDC-2011-11RESOLUTION NO. FWLDC-2011-11 FORT WORTH LOCAL DEVELOPMENT CORPORATION RESOLUTION OF THE BOARD OF TRUSTEES Approving the Certificate of Formation and Related Company Agreement of Lancaster Corridor Redevelopment, LLC for Purposes of Owning and Operating a Residential Development to be Constructed on Lancaster Avenue between Taylor and Houston Streets WHEREAS, the Fort Worth Local Development Corporation (the "Corporation") was incorporated on June 24, 1987 as a Texas non-profit corporation organized for the benefit of the City of Fort Worth (the "City"), specifically to (i) provide assistance to the City in encouraging, fostering and promoting the renovation, construction, rehabilitation and establishment of economic development facilities within the City, and (ii) administer programs to provide financial assistance to qualified entities or persons, including the establishment of one or more revolving loan funds to such entities or persons related to job creation and economic development activity in the City; and WHEREAS, the City's 2011 Comprehensive Plan, adopted by the Fort Worth City Council pursuant to Ordinance No. 19569-03-2011 (the "Comprehensive Plan") states that revitalization of commercial districts in the central city is an important component of the City's economic development efforts and recommends that the City promote mixed -use redevelopment in these areas, with a concentration of housing, parks, and public facilities in a walkable, compact area with a unique sense of place, in order to facilitate economic vibrancy and sustainability; and WHEREAS, the City wishes to redevelop the Lancaster Avenue corridor with a mixed - use development of mid -level buildings consistent with the goal established to achieve a multiple growth center development pattern by encouraging higher intensity residential and commercial uses, as set forth in the Comprehensive Plan; and WHEREAS, the Corporation supports creation of a limited liability company to assist the Corporation and the City in realizing the goals of the Comprehensive Plan, including, but not limited to, ownership and operational responsibility of a proposed residential building to be constructed on Lancaster Avenue between Taylor and Houston Streets, which will contain quality, affordable, accessible housing units (the "Development"); and WHEREAS, it is proposed that the Corporation be the sole member of such limited liability company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE FORT WORTH LOCAL DEVELOPMENT CORPORATION: Page 1 of 4 Resolution Approving Certificate of Formation and Company Agreement of Lancaster Corridor Redevelopment, LLC RESOLUTION NO. FWLDC-2011-11 PAGE 2 Certificate of Formation RESOLVED, that the Certificate of Formation of Lancaster Corridor Redevelopment, LLC (the "Company") attached hereto has been prepared for filing with the Secretary of State of the State of Texas and is to be filed with the Secretary of State of the State of Texas, and that the Certificate of Filing and a copy of the Certificate of Formation, as returned by the Secretary of State after filing, is to be inserted into the minute book of the Company; and FURTHER RESOLVED, that the Company is being formed for the purpose of instituting the Development and all other lawful purposes for which a limited liability company may be organized under Title 3 and, to the extent applicable, Title 1 of the Texas Business Organizations Code, which are incidental, necessary or appropriate to carry out the purposes of the Corporation. Adoption of CompanyAgreement RESOLVED, that the form of Company Agreement attached hereto is approved and adopted as the Company Agreement of the Company; and FURTHER RESOLVED, that the Company is directed to certify a copy of this Company Agreement and insert it in the minute book of the Company, and to maintain it in the principal office of the Company, open for inspection by any member, or by any officer or director of the Corporation, at all reasonable times during office hours. Payment of Organization Fees RESOLVED, that as authorized by Resolution No. FWLDC-2011-05, adopted by the Board of Trustees on June 7, 2011 and hereby ratified, the Corporation is hereby authorized to pay all fees and expenses incident to and necessary for the organization of the Company in an amount not to exceed $40,000.00. Banking AuthoritX RESOLVED, that the Corporation is hereby authorized and directed to execute and deliver on behalf of the Company such form resolutions of any state or national banking institution that the Corporation may select (the "Bank"), as may be required to establish whatever checking accounts and borrowing accounts the Corporation shall deem necessary and appropriate for and on behalf or Company; and Page 2 of 4 Resolution Approving Certificate of Formation and Company Agreement of Lancaster Corridor Redevelopment, LLC RESOLUTION NO. FWLDC-2011-11 PAGE 3 FURTHER RESOLVED, that the Corporation is hereby authorized to certify to the Bank that these resolutions have been duly adopted and to verify to the Bank the names and specimen signatures of the Company authorized hereby to sign, and if and when any new authorized persons are elected, to verify the fact of the change and the naive and specimen signature of the Company; and FURTHER RESOLVED, that this resolution and the form resolutions to which it is applicable shall continue in full force and effect until official written notice of the recission thereof by the Company has been given to the Bank. Management of the Company RESOLVED, that the Company is to be managed by its sole member. The Corporation is hereby authorized to serve as the sole member of the Company and, as such, is hereby authorized, empowered, and directed to review, approve, execute, and submit any and all documents, instruments and other writings of every nature whatsoever as the Corporation deems necessary, in its own individual capacity, and on behalf of the Company, to obtain necessary financing in order to construct, maintain and operate the Development; and FURTHER RESOLVED, that Tom Higgins, Susan Alanis and Jesus (Jay) Chapa are hereby appointed as Managers of the Company, each of whom shall serve at the pleasure of the Corporation and may be removed by the Corporation at any time. General Authority RESOLVED, that the Corporation is hereby authorized to do any and all acts and things and to execute any and all agreements, consents, and documents as, in its opinion or the opinion of counsel to the Corporation, may be necessary or appropriate in order to carry out the purposes and intent of any of the foregoing resolutions. Signatory Authority RESOLVED, that each Manager is hereby authorized to execute and deliver any document or agreement necessary to implement any of the foregoing resolutions. Page 3 of 4 Resolution Approving Certificate of Formation and Company Agreement of Lancaster Corridor Redevelopment, LLC RESOLUTION NO. TWLDC-2011-11 PAGE 4 Effectiveness RESOLVED, that the foregoing resolutions shall be in full force and effect from and after their adoption. Adopted this 2nd day of August, 2011. drank Moss President Page 4 of 4 Resolution Approving Certificate of Formation and Company Agreement of Lancaster Corridor Redevelopment, LLC