HomeMy WebLinkAboutCC - Affadavit of Legal Interest AFFIDAVIT OF LEGAL INTEREST
STATE OF IDAHO )
)
COUNTY OF ADA )
L Michael A.Hall for SCS Investments LLC 855 W.Broad Street Ste 300
(name) (address)
Boise Idaho
(city) (state)
being first duly swom upon,oath,depose and say:
1. That I am the record owner of the property described on the attached, and I grant my
permission to:
Birghton Development Inc. , 2929 W.Navigator Drive Meridian,ID 83642
(name) (address)
to submit the accompanying application(s)pertaining to that property.
2. I agree to indemnify, defend and hold the City of Meridian and its employees harmless
from any claim or liability resulting from any dispute as to the statements contained
herein or as to the ownership of the property which is the subject of the application.
3. I hereby grant permission to City of Meridian staff to enter the subject property for the
purpose of site inspections related to processing said application(s).
Datedthis 2 day of March 2022
.AAm-A,--.
(Signature)
SUBSCRIBED AND SWORN to before me the day and year first above written.
DONNAwILSON
COMMISSION#67fi74r (Notary Public for Idaho)
NOTARY PUBLIC
STATE OF IDAHO Residing at: Boise
f' -
` My Commission Expires: 5.6.2022
33 E.Broadway Avenue,Suite 102 • Meridian,Idaho 83642
Phone: (208)887-2211 • Facsimile: (kS)887-1297 • Website;www.meridiancity.org
RESTATED THIRD AMENDMENT TO OPERATING AGREEMENT
OF SCS INVESTMENTS LLC
(Replacement of a Manager/Power of Attorney/Addition of Officers)
THIS RESTATED THIRD AMENDMENT TO THE OPERATING AGREEMENT OF
SCS INVESTMENTS LLC("Amendment")is made by Steven C. Smith("SS")and Rebecca B.
Smith("RS")dated effective as of October 25,2018. The undersigned representing the majority
of the interests of members of SCS Investments LLC, an Idaho limited liability company
("Company"),hereby make the following amendment to the Operating Agreement dated
effective March 22,2004("Operating Agreement"):
Recitals
A. SCS Investments LLC,an Idaho limited liability company("Company")was formed
pursuant to that certain Operating Agreements of SCS Investments LLC dated effective
March 22,2004.
B. SS and RS,as the sole Members in the Company,constitute a"Majority Vote"required
to amend the Operating Agreement pursuant to Sections 2.12 and 15.12.
C. The Members desire to add SCS Management LLC as a Manager,and remove Hawkins-
Smith Management,Inc.as a Manager;
D. The Members desire to authorize the appointment of one or more individuals to act as
legal agents under a Power of Attorney; and
E. The Members desire to appoint Officers of the Company, listed in Schedule 1,granting
such Officers the authority as described below.
Agreement
eement
1. This Restated Third Amendment shall supersede and replace any and all previous Third
Amendments.
2. Section 3.3 is Amended as follows:
a. SCS Management LLC is hereby added as a Manager to replace Hawkins-Smith
Management,Inc.;
b. Hawkins-Smith Management,Inc. is hereby removed as a Manager,
c. Steven C. Smith shall remain as a Manager;
Restated Third Amendment to Operating Agreement 1
of SCS Investments LLC
d. Section 3.3 of the Operating Agreement shall allow for two(2)Managers. All
remaining parts of Section 3.3 shall remain the same.
3. A new Section 3.9 is added,and shall read as follows:
Section 3.9 Attorne y in Fact. Any Member or Manager may make,constitute and appoint one
or more individuals to serve as its true and lawful attorney(s)in fact in name,place and stead,
and such attorney(s)in fact shall have full power and authority to manage the business affairs of
the Company and to make all decisions with respect to such management as provided herein and
as provided within the instrument making such appointment.
4. A new Section 3.10 is added,and shall read as follows:
Section 3.10 Officers. The Manager(s) may, by unanimous vote, delegate all or some of their
authority to manage the business and affairs of the Company to one or more Officers, who may,
but are not required to,be a Member(s)or Manager(s) of the Company. In the event that Officers
are appointed,the following provisions shall apply.The Officers of the Company shall be a Chief
Executive Officer,President, Chief Financial Officer and Secretary.The Company may also have
such other Officers as may be appointed by the Manager(s). Any number of offices may be held
by the same person, except that the post of Secretary and President shall not be held by the same
individual.The Officers of the Company shall be elected by a majority vote of the Manager(s)and
each shall serve at the pleasure of the Manager(s).Election or appointment of any Officer shall not
of itself create a contract right. A Manager may also be an Officer. Officers of the Company shall
receive such compensation as the Manager(s)may approve from time to time. Any Officer may
be removed, either with or without cause, by the Manager(s), at any meeting thereof, or by any
Officer upon whom such power of removal may be conferred by the unanimous vote of the
Manager(s). Any Officer may resign at any time by giving written notice to the Manager(s) and
such resignation shall take effect upon the receipt of such notice or at any later time specified
therein. A vacancy in any office because of death, resignation, removal, disqualification, or any
other cause shall be filled in the manner prescribed in this Agreement.The Officers appointed and
elected by the Manager(s) shall manage the Company's operations under the direction and
supervision of the Manager(s),as further described below and as limited by Section 4.1.
(a) The Chief Executive Officer and shall have all general powers and duties of
management and shall direct overall strategy of the Company.
i. Without limiting the foregoing, the Chief Executive Officer is authorized
on the Company's behalf to make all decisions regarding the following
matters (except for those decisions requiring Member approvals or
delegation by the Members as stated in Section 4.1):
a. The development,sale,lease or other disposition of the Property;
b. The purchase or other acquisitions of assets of all kinds;
c. The management of all or any part of the Company's Property;
d. The borrowing of money and the granting of security interests in the
Property(including loans from Members);
Restated Third Amendment to Operating Agreement 2
of SCS Investments LLC
e. The prepayment, refinancing, or extension of any mortgage
affecting the Property;
f. The compromise or release of any of the Property's claims or debts;
and
g. The employment of persons,firms,or corporations for the operation
and management of the Property;
In the exercise of the Chief Executive Officer's management powers, the President is authorized
to execute and deliver:
h. All contracts, conveyances, assignments, leases, subleases,
franchise agreements, licensing agreements,management contracts
and maintenance contracts covering or affecting the Property
i. All checks, drafts, and other orders for the payment of Company
funds;
j. All promissory notes, mortgages, deeds, deed of trust, security
agreements,and other similar documents;and
k. All other instruments of any kind or character relating to the
Company's affairs whether like or unlike the foregoing.
(b) The President shall, subject to the control of the Manager(s), have general
supervision,direction and control of the day-today business and the Officers of
the Company. The President shall have the general powers and duties of
management and shall have such other powers and duties as may be from time
to time assigned by the Manager(s)of the Company.
j. Without limiting the foregoing, the President is authorized on the
Company's behalf to make all decisions regarding the following matters
(except for those decisions requiring Member approvals or delegation by
the Members as stated in Section 4.1):
a. The development,sale,lease or other disposition of the Property;
b. The purchase or other acquisitions of assets of all kinds;
c. The management of all or any part of the Company's Property;
d. The borrowing of money and the granting of security interests in the
Property (including loans from Members);
e. The prepayment, refinancing, or extension of any mortgage
affecting the Property;
f. The compromise or release of any of the Property's claims or debts;
and
g. The employment of persons,firms,or corporations for the operation
and management of the Property;
In the exercise of the President's management powers,the President is authorized to execute and
deliver:
Restated Third Amendment to Operating Agreement 3
of SCS Investments LLC
h. All contracts, conveyances, assignments, leases, subleases,
franchise agreements, licensing agreements, management contracts
and maintenance contracts covering or affecting the Property
i. All checks, drafts, and other orders for the payment of Company
funds;
j. All promissory notes, mortgages, deeds; deed of trust, security
agreements,and other similar documents;and
k. All other instruments of any kind or character relating to the
Company's affairs whether like or unlike the foregoing.
(c) In the absence or disability of the President, the Chief Financial Officer shall
perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions upon the President. The Chief
Financial Officer shall be the principal financial officer of the Company and be
responsible for to keep and cause to be dept adequate and correct accounts of
properties and business transactions of the Company. The Chief Financial
Officer shall have such other powers and perform such other duties as from time
to time may be prescribed for them respectively by the Manager(s), the
President,or this Agreement.
(d) The Secretary shall keep or cause to be kept at the principal office a book of
minutes of all meetings and actions of the Members, Managers, and Officers,
with the time and place of holding such meetings,the names of those present,
and the proceedings thereof. The Secretary shall keep or cause to be kept at the
principal office copies of this Agreement, an updated list of all Members and
their respective Membership Interests and addresses,of all Managers and their
respective Membership Interests and addresses, all Managers and their
respective addresses, and all Officers and their respective addresses. The
Secretary shall give notice,or cause notice to be given,to all meetings for which
notice is required. If the Secretary fails to act,notice may be given by any other
Officer of the Company.The Secretary shall maintain records of the mailing or
other delivery of notices and documents to Members, Managers, and Officers
as prescribed by this Agreement or the Members.
(e) Indemnity of the Officers. The Company shall indemnify, defend and hold
harmless its Officers to the fullest extent permitted by law,provided that such
action in any given situation was taken in accordance with the Operating
Agreement and applicable law.
(f) Standard of Conduct for Officers. No Officer shall be liable to the Company or
to any Manager or Member for any loss or damage sustained by the Company
or any Manager or Officer unless the loss or damage shall have been the result
of gross negligence or willful misconduct of the Officer. The Officers of the
Company shall not be liable to third parties for losses or damages for conduct
as an Officer except to the extent that the Act,as it now exists or may hereafter
be amended,prohibits elimination or limitation of Officer liability.
Restated Third Amendment to Operating Agreement 4
of SCS Investments LLC
The Officers appointed, including the Chief Executive Officer, President, and the Secretary, are
identified and listed on Schedule 1, which is included in this Amendment. A Statement of
Authority listing the Officers appointed and elected by the Manager(s)may be filed with the Idaho
Secretary of State pursuant to Idaho Code Section 30-25-302(a). The rank of the Officers is fixed
by the order in which they are listed on Schedule 1.Upon the death,resignation or removal of an
Officer, the Manager(s), upon the filling of the vacancy created thereby, shall amend this
Agreement by replacing Schedule 1 attached hereto with an updated list of all such Officers and
may file an updated Statement of Authority with the Idaho Secretary of State reflecting the change
in Officers.
Restated Third Amendment to Operating Agreement 5
of SCS Investments LLC
SCHEDULEI
1. Chief Executive Officer. Steven C. Smith
2. President. Michael A.Hall
3. Chief Financial Officer. April Bull
4. Secretary. April Bull
(End of Text; Signature on the Following Page)
Restated Third Amendment to Operating Agreement 6
of SCS Investments LLC
SIGNED effective as of the Effective Date.
MEMBERS:
:22K - --- -V - -- - -
C. REB . .A B. SMITH
Manager and r. Member
Restated Third Amendment to Operating Agreement 7
of SCS Investments LLC
AFFIDAVIT OF LEGAL INTEREST
STATE OF IDAHO )
COUNTY OF ADA )
Robert L. Phillips as COO of
1, Smith Brighton, Inc. 2929 W Navigator Drive STE 400
(name) (address)
Meridian Idaho
(city) (state)
being first duly sworn upon, oath, depose and say:
1. That I am the record owner of the property described on the attached, and I grant my
permission to:
Brighton Development, Inc. 2929 W Navigator Drive STE 400 Meridian, ID 83646
(name) (address)
to submit the accompanying application(s)pertaining to that property.
2. 1 agree to indemnify, defend and hold the City of Meridian and its employees harmless
from any claim or liability resulting from any dispute as to the statements contained
herein or as to the ownership of the property which is the subject of the application.
3. 1 hereby grant permission to City of Meridian staff to enter the subject property for the
purpose of site inspections related to processing said application(s).
Dated this 6th day of March ,2023
By:-147:
Robert L. Phillips (Signature) C00
SUBSCRIBED AND SWORN to before me the day and ye first abov written.
�LL1. �
(Notary Phbli' for Idaho)
SHARI VAUGHAN �—Notary Public-State of Idaho Residing at: �illl O{C1-ko
Commission Number 20181002
My Commission Expires Jun 1, 2024
My Commission Expires:
33 E Broadway Suite 210 • Meridian,Idaho 83642
Phone: (208)884-5533 • Facsimile: (208)888-6678 • Website:www.meridiancity.org
CONSENT RESOLUTION OF
THE BOARD OF DIRECTORS OF
SMITH BRIGHTON INC.
The undersigned, being all of the directors ("Directors") of SMITH BRIGHTON INC., an
Idaho corporation ("Corporation"), do hereby take and approve the following corporate actions, in
accordance with the general corporation laws of the State of Idaho and the constituent documents
of the Corporation;
WHEREAS, as the Directors have previously been adequately informed of all pertinent
business for the Corporation to date, the Directors have determined that an annual meeting is not
necessary; and
WHEREAS, the Chief Financial Officer has provided the Corporation with a resignation
notice due to retirement and the Directors desire to appoint new officers;
NOW, THEREFORE, BE IT RESOLVED, that the Directors hereby waive the holding of
an annual meeting for the Corporation in 2018 and 2019; and it is
FURTHER RESOLVED,that the Directors hereby elect, appoint or re-appoint the following
officers of the Corporation:
President David W. Turnbull
Vice-President Steven C. Smith
Vice-President Michael A. Hall
Chief Operating Officer Robert L. Phillips
Chief Financial Officer Michael White
Secretary Amanda McCurry
and it is,
FURTHER RESOLVED, that, all business, contracts, loans, and/or instruments, and
amendments executed or actions taken by the Corporation, and its officers through the date of
this resolution, wherever taken, are hereby ratified and approved by the Corporation.
[End of Text; Signatures to Follow]
CONSENT RESOLUTION OF THE DIRECTORS OF SMITH BRIGHTON INC.—Page 1
The undersigned have executed this Consent Resolution effective as of January 1, 2020. This
Consent Resolution may be executed by facsimile and in counterparts.
Dave W. Turnbull, Director
Steven C. Smith, Director
CONSENT RESOLUTION OF THE DIRECTORS OF SMITH BRIGHTON INC. —Page 2
The undersigned have executed this Consent Resolution effective as of January 1, 2020. This
Consent Resolution may be executed by facsimile and in counterparts.
David W. Turnbull, Director
'Sf�C. Smith, Dire
CONSENT RESOLUTION OF THE DIRECTORS OF SMITH BRIGHTON INC.—Page 2
BYLAWS
OF
SMITH BRIGHTON INC.
ARTICLE I
OFFICES
Section 1.1 Reaistered Office. The registered office of the Corporation may, but need not,
be the same as any of its principal places of business in the state of Idaho. In any case,the Corporation's
registered office shall be the business office of the registered agent.The address of the registered office
may be changed from time to time by the Board of Directors or the President of the Corporation.
Section 1.2 Principal Office;Other Offices. The Corporation may also have and maintain an
office or principal place of business in Boise, Idaho or at such other place as may be fixed by the Board of
Directors, and may also have offices at such other places, both within and without the State of Idaho, as
the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II
CORPORATE SEAL
Section 2.1 Corporate Seal. The Corporation may have a corporate seal, which may be
altered at will by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
ARTICLE III
SHAREHOLDERS' MEETINGS
Section 3.1 Place of Meetings. The Board of Directors may designate any place, either
within or without the state of Idaho, as the place of meeting for any annual meeting or for any special
meeting of shareholders called by or at the direction of the Board of Directors.A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any place, either within or without the
state of Idaho, as the place for the holding of such meeting. If no place is designated by the Board of
Directors or if a special meeting be called otherwise than by or at the direction of the Board of Directors,
the place of meeting shall be the principal office of the Corporation.
Section 3.2 Annual Meetings. The annual meeting of the shareholders of the Corporation
shall be held at such date and time as may be designated by the Board of Directors, for the purpose of
electing directors and for the transaction of such other business as may properly come before the
meeting. The failure to hold an annual meeting at the time stated or otherwise designated as provided
herein shall not affect the validity of any corporate action.
BYLAWS OF SMITH BRIGHTON INC.—Page 1
such powers and perform such duties as specified in this Agreement and as shall be determined from
time to time by the Board of Directors.
Section 6.2 Duties and Powers of Officers.
6.2.1 Duties and Powers of the President. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the chairman, if there be such an officer,the president shall be the
chief executive officer of the Corporation, and shall, subject to the control of the Board of Directors,
have general and active management of the business of the Company and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The president shall have the general
powers and duties of management usually vested in the office of president of a Corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors or in this Agreement.
The president shall execute contracts or agreements to which the Corporation is a party, except
where otherwise provided herein, where required or permitted by law to be otherwise signed and
executed, and/or where the signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.
6.2.2 Duties and Power of the Chief Operating Officer. The chief operating officer of the
Corporation, if such an officer is appointed, shall, subject to the authority of the chief executive officer
and the Board of Directors, have general management and control of the day-to-day business
operations of the Corporation and shall consult with and report to the chief executive officer or Board of
Directors, as directed. The chief operating officer will put into operation the business policies of the
Corporation as determined by the President and/or Board of Directors and as communicated to him or
her from time to time by the President and/or the Board of Directors.
The chief operating officer may execute bonds, mortgages, and other contracts for or on behalf
of the Corporation, except where required by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.
6.2.3 Duties and Powers of the Vice President. The vice president or executive vice president,
if such an officer is appointed, or if there shall be more than one, the vice presidents or executive vice
presidents in the order determined by a resolution of the Board of Directors, shall, in the absence or
disability of the president (or as directed by the president regardless of absence or disability), perform
the duties and exercise the powers of the president and shall have such other powers and duties as may
be prescribed by the Board of Directors.
6.2.4 Duties and Powers of the Secretary. The secretary, if such officer is appointed, shall
attend all meetings of the Board of Directors and all meetings of the Members, and shall record all the
proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties for the
standing committees when required. The secretary shall give, or cause to be given, notice of all
meetings of the Board of Directors and shall perform such other duties as may be prescribed by the
Board of Directors. The secretary shall have custody of the seal, if any, and the secretary shall have
authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his
or her signature. The Board of Directors may give general authority to any other officer to affix the seal
of the Corporation, if any,and to attest the affixing by his or her signature.
BYLAWS OF SMITH BRIGHTON INC.—Page 9
The foregoing Bylaws of Brighton Smith I c an Idaho corporation, were adopted by the Board of
Directors of the Corporation effective as of 3 2013.
Amanda K. Schaus, Secretary
BYLAWS OF SMITH BRIGHTON INC.—Page 19
AFFIDAVIT OF LEGAL INTEREST
STATE OF IDAHO )
COUNTY OF ADA )
Robert L. Phillips as COO of
I Smith Brighton, Inc. 2929 W Navigator Drive STE 400
Meridian
(name) (address)
Idaho
(city) (state)
being first duly sworn upon, oath, depose and say:
1. That I am the record owner of the property described on the attached, and I grant my
permission to:
Brighton Development, Inc. 2929 W Navigator Drive STE 400 Meridian, ID 83646
(name) (address)
to submit the accompanying application(s)pertaining to that property.
2. I agree to indemnify, defend and hold the City of Meridian and its employees harmless
from any claim or liability resulting from any dispute as to the statements contained
herein or as to the ownership of the property which is the subject of the application.
3. I hereby grant permission to City of Meridian staff to enter the subject property for the
purpose of site inspections related to processing said application(s).
Dated this 6th day of March , 2023
By:
Robert L. Phillips (Signature) C00
SUBSCRIBED AND SWORN to before me the day and year first abov written.
�I�t Q.t
(Notary P 1' for Idaho)
SHARI VAUGHAN
Notary Public-State of Idaho Residing at: I ZE C,1 1 O{a l O
Commission Number 20181002
My Commission Expires Jun 1, 2024
My Commission Expires:
33 E Broadway Suite 210 • Meridian,Idaho 83642
Phone: (208)884-5533 • Facsimile: (208)888-6678 • Website:www.meridiancity.org
AFFIDAVIT OF LEGAL INTEREST
STATE OF IDAHO )
COUNTY OF ADA )
I, Michael A.Hall for SCS Investments LLC, 855 W.Broad Street Ste 300
(name
)) - - (address)
Boise _ Idaho
(city) (state)
being first duly sworn upon,oath,depose and say:
1. That I am the record owner of the property described on the attached, and I grant my
permission to:
__Birc-ilton Develm ment Inc. 2929 W.Navigator Drive Meridian, ID 83642
(name) (address)
to submit the accompanying application(s)pertaining to that property.
2. I agree to indemnify, defend and hold the City of Meridian and its employees harmless
from any claim or liability resulting from any dispute as to the statements contained
herein or as to the ownership of the property which is the subject of the application.
3. I hereby grant permission to City of Meridian staff to enter the subject property for the
purpose of site inspections related to processing said application(s).
Dated'this 2 day of March
(Signature)
SUBSCRIBED AND SWORN to before me the day and year first above written.
E
NNA WILLSON o Public for IdahoMISSION#67674 ' (N )
TARY PUBLICATE OF IDAHO Residing at: Boise
My Commission Expires: 5.6.2022
33 E.Broadway Avenue,Suite 102 • Meridian,Idaho 83642
Phone: (208)887-2211 • Facsimile: (208)887-1297 • Website:www.meridiancity.org
bd
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rn
co
0004598137
N
SAT s t STATE OF IDAHO For Office Use Only
Office of the secretary of state, Lawerence Denney N
ANNUAL REPORT -FILED-
Idaho Secretary of State
ti 4 PO Box 83720 File#:0004598137 CD
rE of Boise,ID 83720-0080 \
(208)334-2301 Date Filed:2/7/2022 8:50:39 AM C)
Filing Fee:$0.00 J
N
CD
Entity Name and Mailing Address: N
Entity Name: SCS INVESTMENTS LLC N
The file number of this entity on the records of the Idaho Secretary 0000101242 00
of State is: ..
Address APRIL BULL
3240 W BAVARIA ST CD
EAGLE, ID 83616-5171
Entity Details:
Entity Status Active-Existing
This entity is organized under the laws of: IDAHO (D
If applicable,the old file number of this entity on the records of the W29404 (D
Idaho Secretary of State was: N
The registered agent on record is:
Registered Agent APRIL BULL
Registered Agent
Physical Address
855 W BROAD ST STE 300
BOISE, ID 83702 H
Mailing Address d
The new physical(street)address of the existing agent in Idaho is:
Physical Address 3240 W.BAVARIA STREET (�
EAGLE, ID 83616 ri
(D
The new mailing address of the existing agent in Idaho is: C t
Mailing Address 3240 W BAVARIA ST
EAGLE, ID 83616-5171
Limited Liability Company Managers and Members
O
Name Title Business Address rh
Steven C.Smith Member 855 W.BROAD STREET W
SUITE 300
BOISE, ID 83702 py
Steven C. Smith Manager -APRIL BULL N
855 W.BROAD STREET
SUITE 300 Ll
BOISE, ID 83702 01
(D
The annual report must be signed by an authorized signer of the entity. F�
Job Title: Authorized Agent N
n
(D
Donna Wilson 0210712022
Sign Here Date (D
(D
(D
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