HomeMy WebLinkAboutPZ - Affidavit of Legal Interest AFFIDAVIT OF LEGAL INTEREST
I, Mares ?- ?xpya W Cif,
(name) (address)
(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:
The Land Group, Inc 462 E Shore Dr, Ste 100, Eagle, ID 83616
(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. 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 tj 4u" day of_��, w4"Y ,201A
(Signature)
SUBSCRIBED AND SWORN to before me the day and year first above written.
STATE OF r2y*gCy% ) ss)
COUNTY OF koacbI.c Avy% )
This record was acknowledged before me on Li (date)by
h&4W".L-n �Bft-e/' (name of person signing form).
OFFICIAL STAMP -
= DIANA LIZETH MOVCHAN
NOTARY PUBLIC-OREGON Signature of Notary Pub"
COMMISSION NO.1025116
° MY COMMISSION EXPIRES JUNE 14,2026
My Commission Expires: um" �a0EIk
(Rev 06/01/22)
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CD
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0006128086 N
�r•T, Eat STATE OF IDAHO For use Only
�¢ Ito °•� Office of the secretary of state, Phil McGrane N
y C ANNUAL REPORT -FILED-
Idaho Secretary of State CD
s� tigQ PO Box 83720 File#:0006128086 N
ATE o� Boise, ID 83720-0080 Date Filed:2/25/2025 2:15:57 PM \
(208)334-2301 N
Filing Fee:$0.00 Un
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CD
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Entity Name and Mailing Address: 01
Entity Name: TOUCHMARK AT MEADOW LAKE VILLAGE SPE, LLC N
Foreign Name(name in home jurisdiction): TOUCHMARK AT MEADOW LAKE VILLAGE SPE, LLC
N
The file number of this entity on the records of the Idaho 0000539363
Secretary of State is:
Address SARAH E. POOLE
5150 SW GRIFFITH DR
BEAVERTON, OR 97005-2935 7d
(D
Entity Details: 0
Entity Status Active-Existing (D
IJ-
This entity is organized under the laws of: DELAWARE C
(D
If applicable, the old file number of this entity on the records of W178263 Q
the Idaho Secretary of State was:
The registered agent on record is: �C
Registered Agent WERNER G NISTLER JR O
Registered Agent F--h
Physical Address �h
4037 E CLOCKTOWER DR ~
MERIDIAN, ID 83642 O
(D
Mailing Address
O
Limited Liability Company Managers and Members �h
Name Tltle Business Address rt
Touchmark, LLC Manager SARAH POOLE (D
5150 SW GRIFFITH DRIVE H
BEAVERTON, OR 97005
Touchmark at Meadow Lake Village, LLC Member SARAH POOLE �3'
5150 SW GRIFFITH DRIVE O
BEAVERTON, OR 97005
(D
The annual report must be signed by an authorized signer of the entity. n
n
Job Title: Authorized Representative (D
c-t
Mary Emerson 0212512025
Sign Here Date O
rt
rt
(D
Page 1 of 1 Page 1 of 1
TOUCHMARK AT MEADOW LAKE VILLAGE SPE,LLC
A Delaware Limited Liability Company
LIMITED LIABILITY COMPANY AGREEMENT
THIS LIMITED LIABILITY COMPANY AGREEMENT which is dated for
reference purposes January 10, 2017, is entered into by and between Touchmark at Meadow
Lake Village SPE,LLC, a Delaware limited liability company(the "Company"), and
Touchmark at Meadow Lake Village,LLC, an Oregon limited liability company(f/k/a
Meadow Lake Village Retirement Resort, LLC) (the "Member").
1. The Limited Liability Company.
1.1 Formation. The Company was formed on January 10, 2017 as a limited liability
company by filing a certificate of formation with the Delaware Secretary of State
(the "Certificate of Formation"). Company and the Member hereby enter into
an operating agreement for the Company as set forth in this Limited Liability
Company Agreement(the "Agreement"). The rights and obligations of the
Member are as provided in the Delaware Limited Liability Company Act(the
"Act") except as otherwise expressly provided in this Agreement.
1.2 Name. The business of the Company will be conducted under the name
Touchmark at Meadow Lake Village SPE, LLC.
1.3 Purpose. The purpose of the Company is to own, finance,pledge, encumber,
sell, lease, transfer, convey, exchange, assign, dispose of and otherwise deal with
the certain real property(and the improvements located thereon) located at 4037
E Clocktower Drive Meridian, ID, and commonly known as Touchmark at
Meadow Lake Village (the "Project") and activities related thereto and for no
other purpose.
1.4 Term. The term of the Company commenced on the date of formation described
in Section 1.1, and will continue until terminated as provided in this Agreement.
1.5 Offices. The Company maintains its principal business at 5150 S.W. Griffith
Drive, Beaverton, Oregon 97005. The Member may relocate the principal office
or establish additional offices from time to time.
1.6 Registered Agent. The address of the Company's registered office in the state of
Delaware is 1679 S. DuPont Highway, Suite 100, Dover, Delaware 19901. The
name of the Company's registered agent at its registered office is Registered
Agent Solutions, Inc.
1.7 Authorized Person. Heather N. Hansen was designated as an "authorized
person" within the meaning of the Act, and has executed, delivered and filed the
certificate of formation of the Company with the Delaware Secretary of State.
Upon execution of this Agreement, her powers as "authorized person" ceased, and
the Member and the Manager thereupon became the designated "authorized
1-LLC AGREEMENT(TOUCHMARK AT MEADOW LAKE VILLAGE SPE,LLC)
PDX\126576\192509\AML\20021622.6
person" and will continue as the designated "authorized person" within the
meaning of the Act. The Member or Manager will execute and file any other
certificates (and any amendments and/or restatements thereof) necessary for the
Company to qualify to do business in any other jurisdiction in which the
Company may wish to conduct business. The existence of the Company as a
separate legal entity will continue until cancellation of the certificate of formation
as provided in the Act.
1.8 Name and Address of Member. The Member's name and address are:
Touchmark at Meadow Lake Village, LLC
c/o Touchmark, LLC
5150 S.W. Griffith Drive
Beaverton, Oregon 97005
1.9 Admission of Additional Members. No additional members may be admitted to
the Company without the prior approval of the Member.
2. Capital Contributions.
2.1 Initial Capital Contribution. The Member will contribute the real property
legally described on the attached Exhibit A (the "Property") to the Company as
the Member's initial capital contribution.
2.2 Additional Capital Contributions. Notwithstanding any provision in this
Agreement, the Member is not required to make any additional capital
contribution to the Company. However,the Member may make additional capital
contributions to the Company at any time upon the written consent of Manager.
To the extent that the Member makes an additional capital contribution to the
Company, the Manager shall modify the books and records of the Company. The
provisions of this Agreement, including this Section, are intended to benefit the
Member and, to the fullest extent permitted by law, shall not be construed as
conferring any benefit upon any creditor of the Company and no such creditor of
the Company shall be a third-party beneficiary of this Agreement and the Member
shall not have any duty or obligation to any creditor of the Company to make any
contribution to the Company or to issue any call for capital pursuant to this
Agreement.
3. Allocation of Profits and Losses; Distributions.
3.1 Allocations of Income and Loss. All items of income, gain, loss, deduction, and
credit will be allocated 100 percent to the Member. For federal and state income
tax purposes, all items of Company income, gain, loss, and deduction will be
reported on the Member's income tax returns.
3.2 Distributions. No distribution may be made to the Member if, after giving effect
to the distribution, in the judgment of the Manager, either(a)the Company would
not be able to pay its debts as they become due in the ordinary course of business,
2-LLC AGREEMENT(TOUCHMARK AT MEADOW LAKE VILLAGE SPE,LLC)
PDX\126576\192509\AML\20021622.6
or(b)the fair value of the total assets of the Company would not at least equal its
total liabilities. Subject to the foregoing limitation, the Company will make such
distributions to the Member as the Manager determines. Notwithstanding any
provision to the contrary contained in this Agreement, the Company will not be
required to make a distribution to the Member on account of its interest in the
Company if such distribution would violate the Act or any other applicable law.
4. Powers and Duties of Manager.
4.1 Management of Company. The management and control of the Company and
its business and affairs will be vested in Touchmark, LLC, an Oregon limited
liability company, as the manager of the Company(the "Manager"). The
Manager will have all the rights and powers which may be possessed by a
manager in a manager-managed limited liability company pursuant to the Act and
such rights and powers as are otherwise conferred by law or are necessary,
advisable, or convenient to the discharge of the Manager's duties under this
Agreement and to the management of the business and affairs of the Company.
Without limiting the generality of the foregoing, the Manager will have the
following rights and powers (which the Manager may exercise at the cost,
expense, and risk of the Company):
4.1.1 To expend the funds of the Company in furtherance of the Company's
business.
4.1.2 To execute, deliver, and perform on behalf of and in the name of the
Company any and all agreements and documents deemed necessary or
desirable by the Manager to carry out the business of the Company,
including any lease, deed, easement,bill of sale, mortgage, trust deed,
security agreement, contract of sale, or other document conveying,
leasing, or granting a security interest in the interest of the Company, in
any of its assets, or any part thereof,whether held in the Company's name,
the name of the Manager or the Member, or otherwise (whether or not in
the ordinary course of the Company's business). No other signature or
signatures will be required.
4.1.3 To perform all acts necessary to purchase, own, manage, and operate the
Property, including engaging such persons as the Manager deems
advisable for such purposes.
4.1.4 To borrow or raise moneys on behalf of the Company in the Company's
name or in the name of the Manager or the Member for the benefit of the
Company(whether or not in the ordinary course of the Company's
business) and, from time to time, to draw,make, accept, endorse, execute,
and issue promissory notes, drafts, checks, and other negotiable or
nonnegotiable instruments and evidences of indebtedness, and to secure
the payment of indebtedness by mortgage, security agreement,pledge, or
3-LLC AGREEMENT(TOUCHMARK AT MEADOW LAKE VILLAGE SPE,LLC)
PDX\126576\192509\AML\20021622.6
conveyance or assignment in trust of the whole or any part of the assets of
the Company, including contract rights.
4.2 Duties of the Manager. The Manager will manage and control the Company's
business and affairs to the best of the Manager's ability and will use his or her best
efforts to carry out the business of the Company. The Manager will devote such
time to the business and affairs of the Company as is reasonable, necessary, or
appropriate. Whenever reasonably requested by the Member,the Manager will
render a full and complete accounting of all dealings and transactions relating to
the business of the Company. The Manager will have a fiduciary responsibility
for the safekeeping and use of all funds and assets of the Company, whether or
not in its immediate possession or control, and the Manager will not employ or
permit another to employ such funds or assets in any manner except for the
exclusive benefit of the Company.
4.3 Limitation on Liability of Manager. To the fullest extent permitted by law, the
Manager will not have any liability to the Company or the Member for any loss
suffered by the Company or the Member which arises out of any action or
inaction of the Manager.
4.4 Indemnification of Manager. Subject to Section 8 hereof, to the fullest extent
permitted by law, the Manager is entitled to be indemnified by the Company
against any losses,judgments, liabilities, expenses, or amounts paid in settlement
or any claims sustained against the Company or against the Manager in
connection with the Company. The satisfaction of any indemnification and any
saving harmless will be from, and limited to, Company assets, and the Member
will not have any personal liability on account of such indemnification.
4.5 Other Business. Notwithstanding any other duty existing at law or in equity,
nothing in this Agreement will be deemed to restrict in any way the freedom of
the Manager or its affiliates or related persons to conduct any other business or
activity, even if such business or activity competes with the business of the
Company.
4.6 Dealing With Company. The Manager and its affiliates or related persons may
deal with the Company, by providing or receiving property and services to or
from the Company, and may receive from others or from the Company normal
profits, compensation, commissions, or other income incident to such dealings.
5. Powers and Duties of Member.
5.1 Limitation on Liability of Member.
5.1.1 Liability to Company. To the fullest extent permitted by law, the Member
will not have any liability to the Company for any loss suffered by the
Company which arises out of any action or inaction of the Member.
4-LLC AGREEMENT(TOUCHMARK AT MEADOW LAKE VILLAGE SPE,LLC)
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5.1.2 Liability to Third Parties. To the fullest extent permitted by law, the
Member will not have any personal liability for any Company obligation,
expense, or liability. Notwithstanding anything in this Agreement to the
contrary, the Member will not, without the consent of the Member,be
required to make any capital contribution beyond the initial capital
contribution.
5.2 Indemnification of Members. Subject to Section 8 hereof, to the fullest extent
permitted by law,the Member is entitled to be indemnified by the Company
against any losses,judgments, liabilities, expenses, or amounts paid in settlement
of any claims sustained against the Company or against the Member in connection
with the Company. The satisfaction of any indemnification and saving harmless
will be from, and limited to, Company assets, and the Member will not have any
personal liability on account of such indemnification.
5.3 Dealing With Company. The Member and its affiliates and related persons may
deal with the Company, by providing or receiving property and services to or
from the Company, and may receive from others or from the Company normal
profits, compensation, commissions, or other income incident to such dealings;
provided, however,that any such transaction must be approved in advance by the
Manager.
6. Additional Provisions. The Company will comply with any additional provisions set
forth in the attached Exhibit B. Failure of the Company, the Manager, or the Member on
behalf of the Company, to comply with any of these provisions or any other covenants
contained in this Agreement will not affect the status of the Company as a separate legal
entity or the limited liability of the Member. In the event of a conflict between any term
herein and those terms set forth in Exhibit B, the terms of Exhibit B shall prevail.
7. Effect of Death, or Incompetency of the Member. The bankruptcy, death, dissolution,
liquidation, termination or adjudication of incompetency of the Member will not cause
the termination or dissolution of the Company and business of the Company shall
thereafter continue. Upon any such occurrence, the trustee, receiver, executor,
administrator, committee, guardian or conservator of the Member will have all the rights
of the Member for the purpose of settling or managing its estate or property. The transfer
by such trustee, receiver, executor, administrator, committee, guardian or conservator of
any membership interest in the Company shall be subject to all of the restrictions
hereunder to which such transfer would have been subject if such transfer had been made
by the Member.
8. Subordination of Indemnities. Notwithstanding anything in this Agreement to the
contrary, all indemnification obligations of the Company, including, but not limited to
those set forth in Sections 4.4 and 5.2 hereof, are fully subordinated to the obligations in
connection with any agreement described in Exhibit B hereto or respecting the Property
and to the fullest extent permitted by law such indemnification obligations shall in no
event constitute a claim against the Company if the Company's cash flow in excess of
amounts necessary to pay obligations in connection with any agreement described in
5-LLC AGREEMENT(TOUCHMARK AT MEADOW LAKE VILLAGE SPE,LLC)
PDX\126576\192509\AML\20021622.6
Exhibit B hereto and other obligations respecting the Project is insufficient to pay such
indemnification obligations.
9. Non-Dissolution. Notwithstanding any other provision of this Agreement, the
bankruptcy of the Member will not cause the Member to cease to be a Member of the
Company and upon the occurrence of such an event, the Company will continue without
dissolution. Notwithstanding any other provision of this Agreement, the Member waives
any right it might have to agree in writing to dissolve the Company upon the bankruptcy
of the Member, or the occurrence of an event that causes the Member to cease to be a
member of the Company.
10. Salaries and Reimbursement of Expenses.
10.1 Organization Expenses. The Company will pay all expenses incurred in
connection with formation of the Company.
10.2 Other Company Expenses. The Member and the Manager will charge the
Company for the actual out-of-pocket expenses incurred by the Member or the
Manager in connection with the Company's business.
10.3 Salaries. The Manager will be paid such compensation as is specifically
authorized by the Member.
11. Books of Account and Banking.
11.1 Books of Account. The Company's books and records and this Agreement will
be maintained at the principal office of the Company. The Manager will keep and
maintain books and records of the operations of the Company that are appropriate
and adequate for the Company's business and for carrying out of this Agreement.
11.2 Banking. All funds of the Company will be deposited in a separate account. The
account may be bank account or in an account of a savings and loan association as
will be determined by the Manager. Such funds will be invested or deposited
with an institution, the accounts or deposits of which are insured or guaranteed by
an agency of the United States Government. Such funds may be withdrawn from
such account upon the signature of such person or persons as are designated by
the Manager.
12. Dissolution and Winding Up of the Company.
12.1 Dissolution. Subject to the provisions of this Agreement, including any exhibits
hereto, the Company will be dissolved, and its affairs will be wound up upon the
first to occur of the following: (a)the termination of the legal existence of the last
remaining member of the Company or the occurrence of any other event which
terminates the continued membership of the last remaining member of the
Company in the Company unless the Company is continued without dissolution in
a manner permitted or required by this Agreement or the Act or(b)the entry of a
decree of judicial dissolution under Section 18-802 of the Act. Upon the
6-LLC AGREEMENT(TOUCHMARK AT MEADOW LAKE VILLAGE SPE,LLC)
PDX\126576\192509\AML\20021622.6
occurrence of any event that causes the last remaining member of the Company to
cease to be a member of the Company, to the fullest extent permitted by law, the
personal representative of such last member within 90 days after the occurrence of
the event that terminated the continued membership of such last remaining
member, agree in writing (i)to continue the Company and(ii) to the admission of
the personal representative or its nominee or designee, as the case may be, as a
member of the Company, effective as of the occurrence of the event that
terminated the continued membership of the last remaining member of the
Company.
12.2 Winding Up. Upon the dissolution of the Company, the Manager will take full
account of the Company's assets and liabilities, and the assets will be liquidated as
promptly as is consistent with obtaining their fair value, and the proceeds will be
applied and distributed in the following order:
12.2.1 To the satisfaction(whether by payment or the making of reasonable
provision for payment thereof) of the expenses of liquidation and of all the
Company's debts and liabilities; and
12.2.2 To the Member.
13. General Provisions.
13.1 Amendments. A proposed amendment will be adopted and become effective as
an amendment only upon the written approval of the Member.
13.2 Governing Law. This Agreement and the rights of the parties hereunder will be
governed by and interpreted in accordance with the laws of the State of Delaware
(without regard to principles of conflicts of law).
{signature page follows}
7-LLC AGREEMENT(TOUCHMARK AT MEADOW LAKE VILLAGE SPE,LLC)
PDX\126576\192509\AML\20021622.6
i
MEMBER: Touchmark at Meadow Lake Village, LLC
By: Touchmark, LLC, its Manager
Marcus R Breuer, CEO
COMPANY: Touchmark at Meadow Lake Village SPE,
LLC
By: Touchmark, LLC, its Manager
By: Gd'
Marcus P. Breuer, CEO
MANAGER: Touclmark,LLC
By: Kkrwg
Marcus P. Breuer, CEO
SPRINGING MEMBER 1:
(for purposes of Exhibit B) ��AL
Marcus P. Breuer
SPRINGING MEMBER 2:
(for-purposes of Exhibit B)
Werner G. Nistler, Jr.
&-LLC AGREEMENT(TOUCHMARK AT MEADOW LAKE VILLAGE SPF..,LLC)
PDX112657611925MAML120021622.6
EXHIBIT A
Legal Description of the Property
PARCEL E:
PARCEL OF LAND LYING IN THE NE&NW 1/4 OF SECTION 16,TOWNSHIP 3 NORTH,RANGE I EAST,BOISE MERIDIAN,CITY
OF MERIDIAN,ADA COUNTY,IDAHO,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 16;THENCE S 89°28'47"E 2706.25 FEET ALONG THE NORTH
LINE OF THE NWI/4 OF SAID SECTION 16 TO THE NORTH 1/4 CORNER OF SAID SECTION; THENCE LEAVING SAID NORTH
LINE AND ALONG THE WEST LINE OF THE NORTHEAST 1/4 OF SECTION 16;THENCE S 00°13'O1"E 2656.81 FEET TO A POINT
ALSO BEING THE CENTER OF SECTION 16,THENCE ALONG THE SOUTH LINE OF SAID NEI/4 S 89°23'43"E 261.20 FEET TO A
POINT;THENCE N 20°30'50"E 487.45 FEET TO THE REAL POINT OF BEGINNING OF THIS DESCRIPTION;
THENCE N 49°57.35.W 45.62 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 182.80 FEET,SAID CURVE HAVING A RADIUS OF 115.00 FEET,A CENTRAL ANGLE
OF 91°04.26.,TANGENTS OF 117.18 FEET AND A CHORD WHICH BEARS N 04-25.22.W 164.15 FEET TO A POINT;
THENCE N 41°06.51.E 101.84 FEET TO A POINT;
THENCE N 00'16.01.E 191.94 FEET TO A POINT;
THENCE N 35'16.01.E 122.44 FEET TO A POINT;
THENCE N 67°13.26.E 94.81 FEET TO A POINT;
THENCE S 22°47.38.E 23.94 FEET TO A POINT;
THENCE S 22'12.22.W 12.73 FEET TO A POINT;
THENCE S 22°47.38.E 91.19 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 146.98 FEET,SAID CURVE HAVING A RADIUS OF 268.50 FEET,A CENTRAL ANGLE
OF 31°21.54„TANGENTS OF 75.38 FEET AND A CHORD WHICH BEARS S 0706.41.E 145.15 FEET TO A POINT;
THENCE S 34°37.50.E 12.91 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 21.70 FEET,SAID CURVE HAVING A RADIUS OF 277.50 FEET,A CENTRAL ANGLE
OF 04o28.50.,TANGENTS OF 10.86 FEET AND A CHORD WHICH BEARS S 12°45.20.W 21.70 FEET TO A POINT;
THENCE S 60°02.19.W 12.94 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 166.74 FEET,SAID CURVE HAVING A RADIUS OF 268.50 FEET,A CENTRAL ANGLE
OF 35°34.49., TANGENTS OF 86.15 FEET AND A CHORD WHICH BEARS S 34-44.13. W 164.07 FEET TO A POINT OF REVERSE
CURVATURE;
THENCE ALONG A CURVE TO THE LEFT 129.66 FEET,SAID CURVE HAVING A RADIUS OF 523.50 FEET,A CENTRAL ANGLE OF
14°11.28.,TANGENTS OF 65.16 FEET AND A CHORD WHICH BEARS S 45-25.54.W 129.33 FEET TO A POINT;
THENCE S 09°14.04.E 10.35 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 3.65 FEET,SAID CURVE HAVING A RADIUS OF 4.50 FEET,A CENTRAL ANGLE OF
46°25.58., TANGENTS OF 1.93 FEET AND A CHORD WHICH BEARS S 13-58.55. W 3.55 FEET TO A POINT OF REVERSE
CURVATURE;
THENCE ALONG A CURVE TO THE LEFT 35.77 FEET,SAID CURVE HAVING A RADIUS OF 514.50 FEET,A CENTRAL ANGLE OF
03°58.59., TANGENTS OF 17.89 FEET AND A CHORD WHICH BEARS S 35-12.25. W 35.76 FEET TO A POINT OF REVERSE
CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 36.99 FEET,SAID CURVE HAVING A RADIUS OF 310.50 FEET,A CENTRAL ANGLE
OF 06°49.29., TANGENTS OF 18.51 FEET AND A CHORD WHICH BEARS S 36-37.40. W 36.96 FEET TO THE REAL POINT OF
PDX\126576\192509\AML\20021622.6
BEGINNING OF THIS PARCEL E DESCRIPTION;
APN:SI1 16131400
Commonly known as:625 S.Arbor Lane,Meridian,ID 8364
PARCEL F:
A PARCEL OF LAND LYING IN THE NE 1/4, SE 1/4 &NW 1/4 OF SECTION 16, TOWNSHIP 3 NORTH, RANGE 1 EAST, BOISE
MERIDIAN,CITY OF MERIDIAN,ADA COUNTY,IDAHO,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 16,THENCE S 89°28'47"E 2706.25 FEET ALONG THE NORTH
LINE OF THE NW 1/4 OF SAID SECTION 16 TO THE NORTH 1/4 CORNER OF SAID SECTION;THENCE LEAVING SAID NORTH
LINE AND ALONG THE WEST LINE OF THE NORTHEAST 1/4 SECTION 16, THENCE S 00°13'01"E 2656.81 FEET TO A POINT
ALSO BEING THE CENTER OF SECTION 16,THENCE ALONG THE SOUTH LINE OF SAID NE 1/4 S 89°23'43"E 261.20 FEET TO
THE REAL POINT OF BEGINNING OF THIS DESCRIPTION;
THENCE N 00°05'24"E 314.37 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 40.36 FEET,SAID CURVE HAVING A RADIUS OF 348.50 FEET,A CENTRAL ANGLE
OF 06o38'09",TANGENTS OF 20.20 FEET AND A CHORD WHICH BEARS S 82°10'05"W 40.34 FEET TO A POINT;
THENCE N 48°05'10"W 12.57 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 146.77 FEET,SAID CURVE HAVING A RADIUS OF 339.50 FEET,A CENTRAL ANGLE
OF 24°46'10",TANGENTS OF 74.55 FEET AND A CHORD WHICH BEARS N 8099'59"W 145.63 FEET TO A POINT;
THENCE S 66°43'05"W 12.57 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 118.66 FEET,SAID CURVE HAVING A RADIUS OF 348.50 FEET,A CENTRAL ANGLE
OF 19°30'32",TANGENTS OF 59.91 FEET AND A CHORD WHICH BEARS N 57°03'58"W 118.09 FEET TO A POINT;
THENCE N 00°55'43"W 12.58 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE LEFT 125.83 FEET,SAID CURVE HAVING A RADIUS OF 290.50 FEET,A CENTRAL ANGLE OF
24°49'05",TANGENTS OF 63.92 FEET AND A CHORD WHICH BEARS N 58°15'20"W 124.85 FEET TO A POINT;
THENCE N 70°39'53"W 48.86 FEET TO A POINT;
THENCE S 64°20'07"W 12.71 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 248.93 FEET,SAID CURVE HAVING A RADIUS OF 203.50 FEET,A CENTRAL ANGLE
OF 70°05'12",TANGENTS OF 142.72 FEET AND A CHORD WHICH BEARS N 35°02'36"W 233.70 FEET TO A POINT;
THENCE N 00°00'00"W 198.89 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 175.54 FEET,SAID CURVE HAVING A RADIUS OF 223.50 FEET,A CENTRAL ANGLE
OF 45°00'00",TANGENTS OF 92.58 FEET AND A CHORD WHICH BEARS N 22°30'00"E 171.06 FEET TO A POINT;
THENCE N 45°00'00"E 115.93 FEET TO A POINT;
THENCE S 90°00'00"E 12.73 FEET TO A POINT;
THENCE N 45°00'00"E 14.79 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE LEFT 44.36 FEET,SAID CURVE HAVING A RADIUS OF 29.50 FEET,A CENTRAL ANGLE OF
86°09'30", TANGENTS OF 27.59 FEET AND A CHORD WHICH BEARS N 01'55'15" E 40.30 FEET TO A POINT OF REVERSE
CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 14.83 FEET,SAID CURVE HAVING A RADIUS OF 214.50 FEET,A CENTRAL ANGLE
OF 03o57'42",TANGENTS OF 7.42 FEET AND A CHORD WHICH BEARS N 39°10'40"W 14.83 FEET TO A POINT;
THENCE N 82°08'30"W 12.49 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 200.11 FEET,SAID CURVE HAVING A RADIUS OF 223.50 FEET,A CENTRAL ANGLE
OF 51°17'57",TANGENTS OF 107.32 FEET AND A CHORD WHICH BEARS N 0996'48"W 193.49 FEET TO A POINT;
PDX\126576\192509\AML\20021622.6
THENCE N 63°34'53"E 12.49 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 14.83 FEET,SAID CURVE HAVING A RADIUS OF 214.50 FEET,A CENTRAL ANGLE
OF OY57'42", TANGENTS OF 7.42 FEET AND A CHORD WHICH BEARS N 2097'03" E 14.83 FEET TO A POINT OF REVERSE
CURVATURE;
THENCE ALONG A CURVE TO THE LEFT 38.76 FEET,SAID CURVE HAVING A RADIUS OF 29.5 FEET,A CENTRAL ANGLE OF
75°16'47",TANGENTS OF 22.75 FEET AND A CHORD WHICH BEARS N 15°02'30"W 36.03 FEET TO A POINT;
THENCE N 52°4O'53"W 196.74 FEET TO A POINT;
THENCE N 37°19'07"E 23.00 FEET TO A POINT;
THENCE N 52°40'53"W 3.00 FEET TO A POINT OF CURVATURE
THENCE S 52°40'53"E 3.00 FEET TO A POINT;
THENCE N 37°19'07"E 23.00 FEET TO A POINT;
THENCE ALONG A CURVE TO THE RIGHT 29.85 FEET,SAID CURVE HAVING A
RADIUS OF 9.50 FEET,A CENTRAL ANGLE OF 180°00'00"AND A CHORD WHICH
BEARS N 37°19'07"E 19.00 FEET TO A POINT;
THENCE S 52°40'53"E 188.73 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE LEFT 46.34 FEET,SAID CURVE HAVING A RADIUS OF 29.50 FEET,A CENTRAL ANGLE OF
90°00'00",TANGENTS OF 29.50 FEET AND A CHORD WHICH BEARS N 82°19'07"E 41.72 FEET TO A POINT;
THENCE N 37°19'07"E 14.79 FEET TO A POINT;
THENCE N 07°40'53"W 12.73 FEET TO A POINT;
THENCE N 37°19'07"E 17.42 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 136.81 FEET,SAID CURVE HAVING A RADIUS OF 238.50 FEET,A CENTRAL ANGLE
OF 32°51 '59",TANGENTS OF 70.34 FEET AND A CHORD WHICH BEARS N 53°45'06"E 134.94 FEET TO A POINT OF COMPOUND
CURVATURE;
THENCE S 62°24' 17"E 12.43 FEET TO A POINT CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 76.05 FEET,SAID CURVE HAVING A RADIUS OF 230.50 FEET,A CENTRAL ANGLE
OF 18°54'17", TANGENTS OF 38.38 FEET AND A CHORD WHICH BEARS N 80°14'39" E 75.71 FEET TO A POINT REVERSE
CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 21.69 FEET,SAID CURVE HAVING A RADIUS OF 672.50 FEET,A CENTRAL ANGLE
OF O1°50'52",TANGENTS OF 10.85 FEET AND A CHORD WHICH BEARS S 89°44'28"E 21.69 FEET TO A POINT;
THENCE N 44°19'03"E 12.81 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE LEFT, 153.88 FEET,SAID CURVE HAVING A RADIUS OF 663.50 FEET,A CENTRAL ANGLE
OF 13°17' 18",TANGENTS OF 77.29 FEET AND A CHORD WHICH BEARS N 81°54'32"E 153.54 FEET TO A POINT;
THENCE S 61°00'01"E 8.38 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE LEFT 62.87 FEET,SAID CURVE HAVING A RADIUS OF 199.50 FEET,A CENTRAL ANGLE OF
18°03'17", TANGENTS OF 31.70 FEET AND A CHORD WHICH BEARS N 68°00'46" E 62.61 FEET TO A POINT OF REVERSE
CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 171.70 FEET,SAID CURVE HAVING A RADIUS OF 244.50 FEET,A CENTRAL ANGLE
OF 4094'08",TANGENTS OF 89.56 FEET AND A CHORD WHICH BEARS N 78°19'32"E 168.19 FEET TO A POINT;
THENCE N 52°11 '42"E 12.26 FEET TO A POINT OF NON-TANGENT CURVE;
THENCE ALONG A CURVE TO THE RIGHT 5.31 FEET,SAID CURVE HAVING A RADIUS OF 253.50 FEET,A CENTRAL ANGLE OF
ril'57",TANGENTS OF 2.65 FEET AND A CHORD WHICH BEARS S 79°02'24"E 5.30 FEET TO A POINT;
THENCE N 23°OYOl"E 144.02 FEET TO A POINT;
PDX\126576\192509\AML\20021622.6
THENCE N 89°59'55"E 194.90 FEET TO A POINT;
THENCE S 33°16'37"E 620.00 FEET TO A POINT;
THENCE S 30°51 '03"E 493.00 FEET TO A POINT;
THENCE S 00°06'30"E 493.51 FEET TO A POINT;
THENCE S 13°51'55"W 426.51 FEET TO A POINT ON THE SAID SOUTH LINE OF THE NE 1/4 SECTION 16;
THENCE ALONG THE SAID SOUTH LINEN 89°23'43"W 34.37 FEET TO A POINT;
THENCE LEAVING SAID SOUTH LINE S 13°46'18"W 21.40 FEET TO A POINT;
THENCE N 89°43'13"W 530.52 FEET TO A POINT;
THENCE N 00°19'45"W 23.85 FEET TO A POINT ON SAID SOUTH LINE;
THENCE ALONG SAID SOUTH LINE N 89°23'43"W 411.94 FEET TO THE REAL POINT OF BEGINNING OF THIS DESCRIPTION;
SAID PARCEL F CONTAINS 53.23 ACRES MORE OR LESS AND IS SUBJECT TO EASEMENTS OF RECORD.SUBTRACTING FROM
THE ABOVE DESCRIBED PARCEL F THE FOLLOWING DESCRIBED PARCEL E;
COMMENCING AT THE REAL POINT OF BEGINNING OF THE ABOVE DESCRIBED PARCEL F, THENCE N 20°30'50" E 487.45
FEET TO THE REAL POINT OF BEGINNING OF THIS SUBTRACTED PARCEL E DESCRIPTION;
THENCE N 49°57'35"W 45.62 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 182.80 FEET,SAID CURVE HAVING A RADIUS OF 115.00 FEET,A CENTRAL ANGLE
OF 91°04'26",TANGENTS OF 117.18 FEET AND A CHORD WHICH BEARS N 04o25'22"W 164.15 FEET TO A POINT;
THENCE N 41°06'51"E 101.84 FEET TO A POINT;
THENCE N 00'16'01"E 191.94 FEET TO A POINT;
THENCE N 35°16'Ol"E 122.44 FEET TO A POINT;
THENCE N 67°13'26"E 94.81 FEET TO A POINT;
THENCE S 22°47'38"E 23.94 FEET TO A POINT;
THENCE S 22°12'22"W 12.73 FEET TO A POINT;
THENCE S 22°47'38"E 91.19 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 146.98 FEET,SAID CURVE HAVING A RADIUS OF 268.50 FEET,A CENTRAL ANGLE
OF 31°21'54",TANGENTS OF 75.38 FEET AND A CHORD WHICH BEARS S 07oO6'41"E 145.15 FEET TO A POINT;
THENCE S 34°37'50"E 12.91 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 21.70 FEET,SAID CURVE HAVING A RADIUS OF 277.50 FEET,A CENTRAL ANGLE
OF 04°28'50",TANGENTS OF 10.86 FEET AND A CHORD WHICH BEARS S 12°45'20"W 21.70 FEET TO A POINT;
THENCE S 60°02'19"W 12.94 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 166.74 FEET,SAID CURVE HAVING A RADIUS OF 268.50 FEET,A CENTRAL ANGLE
OF 35°34'49",TANGENTS OF 86.15 FEET AND A CHORD WHICH BEARS S 34°44'13"W 164.07 FEET TO A POINT OF REVERSE
CURVATURE;
THENCE ALONG A CURVE TO THE LEFT 129.66 FEET,SAID CURVE HAVING A RADIUS OF 523.50 FEET,A CENTRAL ANGLE OF
14°l1'28",TANGENTS OF 65.16 FEET AND A CHORD WHICH BEARS S 45°25'54"W 129.33 FEET TO A POINT;
THENCE S 09°14'04"E 10.35 FEET TO A POINT OF CURVATURE;
THENCE ALONG A CURVE TO THE RIGHT 3.65 FEET,SAID CURVE HAVING A RADIUS OF 4.50 FEET,A CENTRAL ANGLE OF
46°25'58", TANGENTS OF 1.93 FEET AND A CHORD WHICH BEARS S 13°58'55" W 3.55 FEET TO A POINT OF REVERSE
CURVATURE;
THENCE ALONG A CURVE TO THE LEFT 35.77 FEET,SAID CURVE HAVING A RADIUS OF 514.50 FEET,A CENTRAL ANGLE OF
03o58'59", TANGENTS OF 17.89 FEET AND A CHORD WHICH BEARS S 35°12'25" W 35.76 FEET TO A POINT OF REVERSE
CURVATURE;
PDX\126576\192509\AML\20021622.6
THENCE ALONG A CURVE TO THE RIGHT 36.99 FEET,SAID CURVE HAVING A RADIUS OF 310.50 FEET,A CENTRAL ANGLE
OF 06°49'29", TANGENTS OF 18.51 FEET AND A CHORD WHICH BEARS S 36°37'40" W 36.96 FEET TO THE REAL POINT OF
BEGINNING OF THIS SUBTRACTED PARCEL E DESCRIPTION;
SAID PARCEL E CONTAINS 2.28 ACRES MORE OR LESS AND IS SUBJECT TO EASEMENTS OF RECORD.
SAID REMAINING PARCEL F CONTAINS 50.95 ACRES MORE OR LESS AND IS SUBJECT TO EASEMENTS OF RECORD.
BEARINGS HEREIN USED ARE BASED ON THE NORTH LINE OF SAID NW 1/4 OF SECTION 16,BEARING S 89°28'47"E.
Maintenance Parcel:
A PARCEL OF LAND SITUATED IN A PORTION OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION
16, TOWNSHIP 3 NORTH, RANGE 1 EAST, BOISE MERIDIAN, CITY OF MERIDIAN, ADA COUNTY, IDAHO, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE CENTER ONE QUARTER CORNER OF SAID SECTION 16,FROM WHICH THE NORTH ONE QUARTER
CORNER OF SAID SECTION 16 BEARS, NORTH 00°04'25" WEST, 2656.98 FEET; THENCE ON THE MID SECTION LINE SAID
SECTION 16,NORTH 89°15'16"WEST,441.76 FEET,TO THE POINT OF BEGINNING;
THENCE CONTINUING ON SAID MID SECTION LINE,NORTH 89°15'16"WEST, 183.61 FEET,TO A POINT ON THE NORTHERLY
RIGHT-OF-WAY OF INTERSTATE I-84;
THENCE ON SAID RIGHT-OF-WAY LINE NORTH 85'36'11"WEST,25.58 FEET,TO THE SOUTHWESTERLY CORNER OF PARCEL
`D',OF RECORD OF SURVEY NO.9034,AS RECORDED IN OFFICIAL RECORDS OF ADA COUNTY,INST.NO.111071061;
THENCE LEAVING SAID RIGHT-OF-WAY LINE,NORTH 00°08'19"EAST,274.65 FEET,ON THE WEST LINE OF SAID PARCEL`D',
FROM WHICH A FOUND 5/8"STEEL PIN WITH CAP MARKED`BRIGGS LS 4998",BEARS NORTH 00°08'19"EAST,925.46 FEET;
THENCE LEAVING SAID WEST LINE,SOUTH 89°50'45"EAST,209.10 FEET;
THENCE SOUTH 00°08'19"WEST,278.44 FEET,TO THE POINT OF BEGINNING.
THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 1.33 ACRES MORE OR LESS,SUBJECT TO ALL EXISTING EASEMENTS
AND RIGHTS-OF-WAY OF RECORD.
PDX\126576\192509\AML\20021622.6
EXHIBIT B
Additional Provisions
In connection with that certain Multifamily Loan and Security Agreement dated on or about
March 31, 2017 (the "Loan Agreement") evidencing indebtedness (the "Indebtedness") of the
Company to KeyBank National Association, a national banking association, its successors and
assigns ("Lender"), the Company has and will cause the following conditions to be satisfied at all
times since its formation until the Indebtedness is paid in full. Capitalized terms used herein but
not otherwise defined shall have the meanings ascribed to them in the Loan Agreement.
1. The Company will not engage in any business or activity, other than the ownership,
operation and maintenance of the Project and activities incidental thereto.
2. The Company will not acquire, own, hold, lease, operate, manage, maintain, develop or
improve any assets other than the Project and such personalty as may be necessary for the
operation of the Project and will conduct and operate its business as presently conducted
and operated.
3. The Company will preserve its existence as an entity duly organized, validly existing and
in good standing (if applicable)under the laws of the jurisdiction of its formation or
organization and will do all things necessary to observe organizational formalities.
4. The Company will not merge or consolidate with any other person or entity.
5. The Company will not take any action to dissolve, wind-up, terminate or liquidate in
whole or in part; to sell, transfer or otherwise dispose of all or substantially all of its
assets; to change its legal structure; transfer or permit the direct or indirect transfer of any
membership or other equity interests, as applicable, other than transfers permitted by the
Loan Agreement, issue additional membership or other equity interests, as applicable, or
seek to accomplish any of the foregoing.
6. The Company will not, without the prior unanimous written consent of all of the
Company's members, the Manager, and, if applicable, the prior unanimous written
consent of 100% of the members of the board of directors, governors or managers of the
Company, take any of the following actions:
6.1 File any insolvency, or reorganization case or proceeding, to institute proceedings
to have the Company be adjudicated bankrupt or insolvent.
6.2 Institute proceedings under any applicable insolvency law.
6.3 Seek any relief under any law relating to relief from debts or the protection of
debtors.
6.4 Consent to the filing or institution of bankruptcy or insolvency proceedings
against the Company.
PDX\126576\192509\AML\20021622.6
6.5 File a petition seeking, or consent to, reorganization or relief with respect to the
Company under any applicable federal or state law relating to bankruptcy or
insolvency.
6.6 Seek or consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator, custodian, or any similar official for the Company or a substantial
part of its property.
6.7 Make any assignment for the benefit of creditors of the Company.
6.8 Admit in writing the Company's inability to pay its debts generally as they
become due.
6.9 Take action in furtherance of any of the foregoing.
7. The Company will not amend or restate its organizational documents if such change
would cause the provisions set forth in those organizational documents not to comply
with the requirements set forth in the Loan Agreement.
8. The Company will not own any subsidiary or make any investment in, any other person
or entity.
9. The Company will not commingle its assets with the assets of any other person or entity
and will hold all of its assets in its own name.
10. The Company will not incur any debt, secured or unsecured, direct or contingent
(including guaranteeing any obligation), other than, (A)the Indebtedness evidenced by
the Loan Agreement(and any further indebtedness as described in the Loan Agreement
with regard to Supplemental Instruments) or(B) customary unsecured trade payables
incurred in the ordinary course of owning and operating the Project provided the same are
not evidenced by a promissory note, do not exceed, in the aggregate, at any time a
maximum amount of 2% of the original principal amount of the Indebtedness evidenced
by the Loan Agreement and are paid within 60 days of the date incurred.
11. The Company will maintain its records, books of account, bank accounts, financial
statements, accounting records and other entity documents separate and apart from those
of any other person or entity and will not list its assets as assets on the financial statement
of any other person or entity; provided, however, that the Company's assets may be
included in a consolidated financial statement of its Affiliate provided that (A)
appropriate notation will be made on such consolidated financial statements to indicate
the separateness of the Company from such Affiliate and to indicate that Company's
assets and credit are not available to satisfy the debts and other obligations of such
Affiliate or any other person or entity and(B) such assets will also be listed on the
Company's own separate balance sheet.
12. Except for capital contributions or capital distributions permitted under the terms and
conditions of the Company's organizational documents, it will only enter into any
contract or agreement with any member,principal or Affiliate of the Company or any
PDX\126576\192509\AML\20021622.6
Guarantor of the Indebtedness evidenced by the Loan Agreement, or any general partner,
member,principal or Affiliate thereof,upon terms and conditions that are commercially
reasonable and substantially similar to those that would be available on an arm's-length
basis with third parties.
13. The Company will not maintain its assets in such a manner that will be costly or difficult
to segregate, ascertain or identify its individual assets from those of any other person or
entity.
14. The Company will not assume or guaranty(excluding any guaranty that has been
executed and delivered in connection with the Indebtedness evidenced by the Loan
Agreement) the debts or obligations of any other person or entity, hold itself out to be
responsible for the debts of another person or entity, pledge its assets to secure the
obligations of any other person or entity or otherwise pledge its assets for the benefit of
any other person or entity, or hold out its credit as being available to satisfy the
obligations of any other person or entity.
15. The Company will not make or permit to remain outstanding any loans or advances to
any other person or entity except for those investments permitted under the Loan
Agreement and the loan documents executed and delivered in connection therewith and
will not buy or hold evidence of indebtedness issued by any other person or entity(other
than cash or investment-grade securities).
16. The Company will file its own tax returns separate from those of any other person, except
to the extent that the Company is treated as a"disregarded entity" for tax purposes and is
not required to file tax returns under applicable law, and will pay any taxes required to be
paid under applicable law.
17. The Company will hold itself out to the public as a legal entity separate and distinct from
any other person or entity and conduct its business solely in its own name, will correct
any known misunderstanding regarding its separate identity and will not identify itself or
any of its Affiliates as a division or department of any other person or entity.
18. The Company will maintain adequate capital for the normal obligations reasonably
foreseeable in a business of its size and character and in light of its contemplated business
operations and will pay its debts and liabilities from its own assets as the same become
due.
19. The Company will allocate fairly and reasonably shared expenses with Affiliates
(including shared office space) and use separate stationery, invoices and checks bearing
its own name.
20. The Company will pay(or cause the property manager or any operator of the Project to
pay on behalf of the Company from Company's funds) its own liabilities (including
salaries of its own employees) from its own funds.
21. The Company will not acquire obligations or securities of its members or Affiliates, as
applicable.
PDX\126576\192509\AML\20021622.6
22. Except as contemplated or permitted by the property management agreement with respect
to the property manager of the Project or any operating lease or operating agreement with
respect to any operator of the Project, it will not permit any Affiliate or constituent party
independent access to its bank accounts.
23. The Company will maintain a sufficient number of employees (if any) in light of its
contemplated business operations and pay the salaries of its own employees, if any, only
from its own funds.
24. The Company will continue to be organized under Delaware law and except as otherwise
provided herein with respect to the Springing Members at all times it will have one and
only one member.
25. The Company will comply with all rating agency criteria for single member limited
liability companies including the delivery of all Delaware single member limited liability
company opinions acceptable in all respects to Lender.
26. If the Company is board-managed, it will have a board of managers separate from that of
any Guarantor of the Indebtedness and any other person or entity and will cause its board
of managers to keep minutes of board meetings and actions and observe all other
Delaware limited liability company required formalities
27. The Company shall at all times have two springing members (each a "Springing
Member"). Upon the occurrence of any event that causes the Member to cease to be a
member of the Company(other than upon an assignment by the Member of all of its
limited liability company interest in the Company and the admission of the transferee as a
new member of the Company pursuant to this Agreement) (a "Member Cessation
Event"), Marcus P. Breuer("Springing Member 1"), shall, without any action of any
Person and simultaneously with the Member ceasing to be a member of the Company,
automatically be admitted to the Company as a special member(the "Special Member")
and shall continue the Company without dissolution. If,however, at the time of a
Member Cessation Event, Springing Member 1 has been dissolved, terminated, or
liquidated or is otherwise no longer able to step into the role of Special Member, then in
such event, Werner G. Nistler, Jr. ("Springing Member 2"), shall, simultaneously with the
Member Cessation Event and without any action of any Person, automatically be
admitted to the Company as a Special Member and shall continue the Company without
dissolution. It is the intent of these provisions that the Company never have more than
one Special Member at any particular point in time. No Special Member may resign
from the Company or transfer its rights as Special Member unless (i) a successor Special
Member has been admitted to the Company as Special Member by executing a
counterpart to this Agreement, and (ii) such successor has also accepted its appointment
as a Springing Member; provided, however, that each Special Member shall
automatically cease to be a member of the Company upon the admission to the Company
of a substitute Member. Each Special Member shall be a member of the Company that
has no interest in the profits, losses and capital of the Company and has no right to
receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a
Special Member shall not be required to make any capital contributions to the Company
PDX\126576\192509\AML\20021622.6
and shall not receive a limited liability company interest in the Company. A Special
Member, in its capacity as Special Member, may not bind the Company. Except as
required by any mandatory provision of the Act, each Special Member, in its capacity as
Special Member, shall have no right to vote on, approve or otherwise consent to any
action by, or matter relating to, the Company, including, without limitation, the merger,
consolidation or conversion of the Company. In order to implement the admission to the
Company of each Special Member, each person acting as a Springing Member shall
execute a counterpart to this Agreement. Prior to its admission to the Company as
Special Member, each person acting as a Springing Member shall not be a member of the
Company
28. Notwithstanding any other provision of this Agreement and the Loan Agreement, the
bankruptcy of any Special Member will not cause the Special Member to cease to be a
member of the Company and upon the occurrence of such an event, the Company will
continue without dissolution. Notwithstanding any other provision of this Agreement and
the Loan Agreement, each Special Member waives any right it might have to agree in
writing to dissolve the Company upon the bankruptcy of the Special Member, or the
occurrence of an event that causes the Special Member to cease to be a member of the
Company.
PDX\126576\192509\AML\20021622.6
W
0
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0
0005704771 1
�r•T, Eat STATE OF IDAHO For Office use Only N
�¢ Ito °•� Office of the secretary of state, Phil McGrane CD
C ANNUAL REPORT -FILED-
M Idaho Secretary of State CD
s� tigQ PO Box 83720 File#:0005704771 p
ATE o� Boise, ID 83720-0080 Date Filed:4/26/2024 10:16:18 AM \
(208)334-2301 N
Filing Fee:$0.00 6l
N
CD
N
Entity Name and Mailing Address: XP
Entity Name: TOUCHMARK OF THE TREASURE VALLEY, LLC (TBID) F�
Foreign Name(name in home jurisdiction): TOUCHMARK OF THE TREASURE VALLEY, LLC (TBID) CD
The file number of this entity on the records of the Idaho 0000032727
Secretary of State is: rn
Address SARAH POOLE �y
5150 SW GRIFFITH DR
BEAVERTON, OR 97005-2935
7d
Entity Details: (D
Entity Status Active-Existing n
(D
This entity is organized under the laws of: OREGON
C
If applicable, the old file number of this entity on the records of W5975 (D
the Idaho Secretary of State was:
The registered agent on record is: (�
Registered Agent WERNER G NISTLER, JR. k<
Registered Agent O
Physical Address 1-h
4037 E CLOCKTOWER LN I'
N-
MERIDIAN, ID 83642 n
Mailing Address (D
Limited Liability Company Managers and Members O
1-h
Name Tltle Business Address ct
TOUCHMARK, LLC Manager 5150 SW GRIFFITH DR �3'
BEAVERTON, OR 97005 N
H
The annual report must be signed by an authorized signer of the entity.
Job Title: Legal Specialist o
W
Sarah E Poole 0412612024 m
0
Sign Here Date ri
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Page 1 of 1 Page 1 of 1
SECOND AMENDED AND RESTATED OPERATING AGREEMENT
OF
TOUCHMARK OF THE TREASURE VALLEY, LLC (TBID)
i
This Second Amended and Restated Operating Agreement("Agreement ) is dated effective
March 3, 2019 between Touchmark of the Treasure Valley, LLC (TBID), an Oregon limited liability
company(the"Company"), and Touchmark, LLC, an Oregon limited liability company ("Member").
Recitals
A. The Company was formed by the filing of Articles of Organization on April 13, 1998 with the
Oregon Secretary of State.
B. The Company and its members entered into an Amended and Restated Operating Agreement
dated December 20,2001, as amended by(i) a First Amendment dated May 17, 2012, and (ii) a
Second Amendment dated January 1, 2017 (the"Prior Operating Agreement"),
C. Member is now the sole member of the Company.
D. Member and the Company desire to amend and restate the Prior Operating Agreement in its
entirety, and enter into this Agreement.
Agreement
SECTION 1 DEFINITIONS
"Act" means the Oregon Limited Liability Company Act, as amended from time to time.
"Articles of Organization"means the Articles of Organization of the Company filed with the
Oregon Secretary of State on April 13, 1998, as amended or restated from time to time.
"Manager"means a person,who need not be a member, designated by Member to manage the
Company's business and affairs. As of the date of this Agreement, the Manager is Touchmark, LLC.
"Units"means units that evidence an ownership interest in the Company.
SECTION 2 COMPANY
2.1 Company Information. Schedule 2.1 sets forth the following Company information:
(a) the number of Units owned by Member;
(b) the name of the Manager; and
(c) the address of the Company, Member, and Manager.
2.Z Amendment.The Company will promptly amend and restate Schedule 2.1 to account for any
changes in the information set forth on Schedule 2.1 resulting from matters that occur in
accordance with the Act,the Articles of Organization, and this Agreement, Upon an
TBID Second Amended and Restated Operating Agreement 03-03-2019
amendment, the Company will promptly deliver to Member a copy of the amended and
restated Schedule 2 . 1 .
2.3 Approval of Acts of Organizer. The Company and Member approve, ratify, and confirm all
acts previously taken by the organizer of the Company in connection with filing the Articles
of Organization, provided the acts were not inconsistent with the Act or any other applicable
law.
SECTION 3 PURPOSES AND POWERS
3, 1 Purposes. The Company may conduct all business and perform all act that may be conducted
or performed by an Oregon limited liability company, including, without limitation, owning
membership interests in one or more limited liability companies or other ownership interests
in other business entities .
3.2 General Powers. Subject to the Act, the Company may have and exercise all powers and do
every other act not inconsistent with law which is necessary or convenient to promote and
effect any and all of the purposes for which the Company is organized .
SECTION 4 MANAGEMENT AND MANAGEMENT RIGHTS OF MEMBER
4. 1 Management. The Company is a manager-managed limited liability company.
4.2 Rights of Manager. Except as otherwise provided in this Agreement, any matter relating to
the business of the Company will be exclusively decided by the Manager.
4.3 Designation and Removal. A Manager:
(a) must be designated, appointed, elected, removed, or replaced by a vote, approval , or
consent of Member; and
(b) holds office until a successor has been elected and qualified, unless the Manager sooner
resigns or is removed .
4.4 Matters Requiring Consent of Member. The following matters of the Company require the
consent of Member:
(c) the amendment of the Articles of Organization;
(d) the amendment of this Agreement;
(e) the compromise of an obligation to make a contribution under Section 5 .2(b) or to
return money or other property paid or distributed in violation of any provision of the
Act;
(t) the consent to dissolve the Company under Section 9. l (b);
(g) the issuance of Units;
(h) the redemption of Units;
TBID Second Amended and Restated Operating Agreement 0M3.2019
(i) the admission of a new member;
(j) the merger of the Company with any other entity;
(k) the conversion of the Company into any other type of entity; or
(1) subject to Section 4. 8(g), a transaction involving an actual or a potential conflict of
interest between Member or Manager and the Company .
4.5 Action by Member Without a Meeting. Action required or permitted to be taken by
Member may be taken without a meeting. The action taken must be evidenced by one or more
written consents describing the action taken, signed by Member, and delivered to the
Company for inclusion in the minutes or filing with the Company records.
4.6 Action by Manager Without a Meeting.
(a) Action required or permitted to be taken by the Manager may be taken without a
meeting. The action must be evidenced by one or more written consents describing the
action taken, signed by the Manager taking action, and included in the minutes or filed
with the Company records reflecting the action taken.
(b) Action taken under this Section 4.6 is effective when the consent bearing sufficient
signatures is delivered to the Company, unless the consent specifies an earlier or later
effective date.
(c) A consent signed under this Section 4 .6 has the effect of a meeting vote and may be
described as such in any document.
4.7 Agency Power. The Manager is an agent of the Company for the purpose of its business .
Subject to Section 4 .4, the Manager may sign and deliver any instrument in the Company' s
name, including but not limited to any instrumenttransferring or affecting the Company' s
interest in real property.
4.8 Duties and Standard of Conduct.
(a) The only fiduciary duties the Manager owes to the Company and Member are the duty
of loyalty and the duty of care set forth in Section 4 . 8(b) and Section 4. 8(d).
(b) The Manager's duty of loyalty to the Company and Member includes the following:
(1) to account to the Company and hold for it any property, profit or benefit derived
by the Manager in the conduct and winding up of the Company 's business or
derived from a use by the Manager of Company property; and
(2) except as provided in Section 4 . 8(f) and Section 4 .8(g), to refrain from dealing
with the Company in a manner adverse to the Company and to refrain from
representing a person with an interest adverse to the Company, in the conduct or
winding up of the Company' s business.
(c) The Manager will not violate the Manager' s duty of loyalty to the Company and
TBID Second Amended a,rd Restated Operating Agreement 03-03-2019
Member by:
(1 ) competing with the Company in the conduct of the business of the Company
before the dissolution of the Company; or
(2) entering into or engaging in, for the Manager' s own account, an investment,
business, transaction or activity that is similar to the investments, businesses,
transactions or activities of the Company without:
(A) first offering the Company or Member an opportunity to participate in the
investment, business, transaction or activity; or
(B) having any obligation to account to the Company or Member for the
investment, business, transaction or activity or the profits from the
investment, business, transaction or activity.
(d) A Manager' s duty of care to the Company and Member in the conduct and winding up
of the business of the Company is limited to refraining from engaging in grossly
negligent or reckless conduct, intentional misconduct or a knowing violation of law.
(e) A Manager will discharge the duties to the Company and Member under the Act or
under this Agreement and exercise any rights consistent with the obligation of good
faith and fair dealing.
(t) A Manager does not violate a duty or obligation under the Act or under this Agreement
merely because the Manager' s conduct furthers the Manager' s own interest.
(g) A Manager may lend money to or transact other business with the Company, provided
that any loan or transaction between the Manager and the Company must be authorized
or ratified by Member after full disclosure of all material facts.
(h) Loans and other transactions between the Company and the Manager are binding on the
parties in the same manner as transactions between the Company and persons who are
not the Manager, subject to other applicable law.
(i) Member owes no duties to the Company solely by reason of being a member.
4.9 Limitation of Liability and Indemnification.
(a) Except as otherwise provided in Section 4.9(b), the Company will :
(1 ) indemnify any person for acts or omissions as a member or Manager; and
(2) eliminate the liability of a member or Manager to the Company or Member for
damages from such acts or omissions.
(b) The Company may not indemnify a person for acts or omissions as a member or
Manager or eliminate the liability of a member or Manager for:
(1 ) any breach of the Manager's duty of loyalty to the Company or Member;
TBID Second Amended mid Restated Operating Agreement 03-03-2019
I�
(2) acts or omissions not in good faith which involve intentional misconduct or a
knowing violation of law;
(3) any unlawful distribution under ORS 63 .235 ; or
(4) any transaction from which the member or Manager derives an improper personal
benefit.
4.10 Liability of Member and Manager. The debts, obligations, and liabilities of the Company,
whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities
of the Company . Neither Member nor Manager is personally liable for a debt, obligation, or
liability of the Company solely by reason of being or acting as a member or Manager.
SECTION 5 CONTRIBUTIONS
5. 1 Contributions. The contributions ofMember to the Company may consist of cash, property,
services rendered, or a promissory note or other obligation to contribute cash or to perform
services.
5.2 Liability for Contributions.
(a) A promise by Member to contribute to the Company is not enforceable unless it is set
out in writing and signed by Member.
(b) The obligation of Member to make a contribution may be compromised only by
consent of Member.
5.3 Additional Contributions. Member is not required to make any additional contributions to the
Company.
5.4 No Interest on Contributions. Member will not be paid any interest on any contribution .
5.5 Return of Contributions. Except as otherwise provided in this Agreement, Member will not
have the right to receive any return of any contribution.
SECTION 6 ALLOCATION OF PROFITS AND LOSSES
The profits and losses of the Company will be allocated to Member,
SECTION 7 ACCOUNTING, TAXES, AND BANKING
7.1 Books of Account. The Company will keep complete and accurate books of account and
records in a manner sufficient to effect and carry out this Agreement. The books of account
and records will be kept in accordance with sound accounting practices consistently applied .
7.2 Bank Accounts. All Company funds will be deposited in one or more bank accounts in the
Company' s name. The Manager will determine the banks, the types of accounts, and the
individuals who have authority with respect to the accounts. Company funds will not be
commingled with the funds of Member or Manager.
TBID Second Amended and Restated Operating Agreement 03-03-2011
7.3 Tax Returns. Within 90 days after the end of a taxable year, the Company will deliver to
Member:
(a) any financial statements of the Company for the taxable year;
(b) a statement showing the share of Company income, gain, loss, credit, and deduction for
income tax purposes allocated to Member for the taxable year; and
(c) any other infortnation concerning the Company that Member may require to complete
Member's federal, state, and local income tax returns.
7A Reporting. Member will report Member's share of Company income, gain, loss, credit, and
deduction for income tax purposes in a manner consistent with this Agreement.
SECTION 8 DISTRIBUTIONS
8. 1 Allocation of Interim Distributions. Distributions of cash or other assets of the Company
before the dissolution and winding up of the Company will be allocated to Member.
8.2 Right to Interim Distributions . Except as provided in ORS 63 .205 to ORS 63 , 235,
Member is entitled to receive distributions from the Company before the dissolution and
winding up of the Company to the extent and at the times as Member may determine.
8.3 Distribution In Kind. Member, regardless of the nature of Member's contribution , has no
right to demand and receive any distribution from the Company in any form other than cash.
8.4 Limitations on Distribution.
(a) A distribution may be made by the Company to Member only if, after giving effect to
the distribution, in the judgment of the Manager:
(1) the Company would be able to pay its debts as they become due in the ordinary
course of business; and
(2) the fair value of the total assets of the Company would at least equal the sum of
its total liabilities.
(b) The Manager may base a determination that a distribution is not prohibited under
Section 8 .4(a) either on :
(1) financial statements that the Manager reasonably believes have been prepared on
the basis of accounting practices and principles that are reasonable in the
circumstances; or
(2) a fair valuation or other method that the Manager reasonably believes is
reasonable in the circumstances.
(c) For purposes of this Section 8 .4. the amount, if any, by which a liability as to which the
recourse of creditors is limited to specific property of the Company exceeds the fair
value of the specific property will be disregarded as a liability of the Company .
TBID Second Amended acid Restated Operating Agreement 03-03-2019
f
(d) The effect of a distribution under Section 8 .4(a) is measured for purposes of this
Section 8.4:
(1) in the vase of a distribution by purchase, retirement, or other acquisition of all or
a portion of Member's Units, as of the earlier of the date the money or other
property is transferred or debt incurred by the Company or the date Member
ceases to be a member with respect to the Units purchased, retired, or otherwise
acquired;
(2) in the case of any other distribution of indebtedness, as of the date the
indebtedness is distributed; and
(3) in all other cases, as of the date a distribution is authorized if the payment occurs
within 120 days after the date of authorization or the date the payment is made if it
occurs more than 120 days after the date of authorization .
SECTION 9 DISSOLUTION
9. 1 Dissolution. The Company will be dissolved and its affairs will be wound up upon the first to
occur of the following:
(a) upon reaching the time for dissolution, if any, specified in the Articles of Organization ;
(b) by the consent of Member;
(c) at such time as the Company has no members;
(d) upon administrative dissolution by the Secretary of State under ORS 63 .651 , but only
after the five-year period for reinstatement in ORS 63 .654( 1) expires; and
(e) upon entry of a decree ofjudicial dissolution under ORS 63 .671 .
9.2 Distribution of Assets Upon Dissolution . Upon the winding up of the Company, the assets
of the Company will be distributed and applied in the following priority :
(a) to the extent permitted by law, to creditors, including Member if Member is a creditor,
in satisfaction of liabilities of the Company; and
(b) to Member.
9.3 Effect of Dissolution; Winding Up.
(a) Upon dissolution, the Company continues its existence, but may not carry on any
business except that which is appropriate to wind up and liquidate its business and
affairs, including:
(1) collecting the Company' s assets;
(2) disposing of the Company' s properties that will not be distributed in kind to ��
Member;
TBID Second Amended and Restated Operating Agreement 03-03-2019
(3) discharging or making provision for discharging the Company ' s liabilities;
(4) distributing the Company' s remaining property to Member in accordance with
Section 9 .2;
(5) adopting a plan of merger; and
(6) doing other acts necessary to wind up and liquidate the Company' s business and
affairs.
(b) The Manager may wind up the Company' s affairs.
SECTION 10 RECORDS
The Company will keep at its principal office or registered office the following:
(a) a current list of the full name and last-known business, residence, or mailing address of
Member and Manager, both past and present;
(b) a copy of the Articles of Organization and all amendments to the Articles of
Organization, together with executed copies of any powers of attorney pursuant to
which any amendment has been executed;
(e) copies of the Company's federal, state and local income tax returns and reports, if any,
for the three most recent years; and
(d) a copy of this Agreement and all amendments to this Agreement, copies of any
writings permitted or required under the Act, and copies of any financial statements of
the Company for the three most recent years .
SECTION 11 GENERAL
11 .1 Binding Effect. This Agreement will be binding on the parties and their respective heirs,
personal representatives, successors, and permitted assigns, and will inure to their benefit.
11 .2 Waiver. No waiver will be binding on a party unless it is in writing and signed by the party
making the waiver. A party' s waiver of a breach of a provision of this Agreement will not be
a waiver of any other provision or a waiver of a subsequent breach of the same provision .
11.3 Severability. If a provision of this Agreement is determined to be unenforceable in any
respect, the enforceability of the provision in any other respect and of the remaining
provisions of this Agreement will not be impaired .
11A Further Assurances. The parties will sign other documents and take other actions reasonably
necessary to further effect and evidence this Agreement.
11 .5 No Third-Party Beneficiaries. The parties do not intend to confer any right or remedy oil
any third party.
11 .6 Attachments. Any exhibits, schedules, and other attachments referenced in this Agreement
TBID Second Amended and Restated Operating Agreement 03-03-2019 I,i
are part of this Agreement.
11 .7 Remedies. The parties will have all remedies available to them at law or in equity. All
available remedies are cumulative and may be exercised singularly or concurrently.
M8 Governing Law. This Agreement is governed by the laws of the State of Oregon, without
giving effect to any conflict-of-law principle that would result in the laws of any other
jurisdiction governing this Agreement.
11 .9 Venue. Any action, suit, or proceeding arising out of the subject matter of this Agreement will
be litigated in courts located in Multnomah County, Oregon . Each party consents and submits
to the jurisdiction of any local, state, or federal court located in Multnomah County, Oregon .
11 . 10 Attorney's Fees. If any arbitration, action, suit, or proceeding is instituted to interpret,
enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this
Agreement, including but not limited to any proceeding brought under the United States
Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to
the claim, in addition to any other relief awarded, the prevailing party ' s reasonable attorney' s
fees and other fees, costs, and expenses of every kind, including but not limited to the costs
and disbursements specified in ORCP 68 A(2), incurred in connection with the arbitration ,
action, suit, or proceeding, any appeal or petition for review, the collection of any award, or
the enforcement of any order, as determined by the arbitrator or court.
11 .11 Entire Agreement. Except for the Articles of Organization, this Agreement contains the
entire understanding of the parties regarding the subject matter of this Agreement and
supersedes all prior and contemporaneous negotiations and agreements, whether written or
oral, between the parties with respect to the subject matter of this Agreement.
11 .12 Single-Member Agreement. The parties understand that certain provisions of this Agreement
contemplate the Company having only one member. If for any reason the Company has two
or more members after the date of this Agreement, the Company and the members will
negotiate to amend this Agreement.
[signature page to follow]
TBID Second Amended acid Restated Operating Agreement 03-03-20I9
Dated effective as of the date set forth in the preamble.
Company:
Touchmark of the Treasure Valley, LLC ('rBID)
By: Touchinark, LLC, its Manager
By: R" V. 0 6J
Marcus P. Breuer, CEO
Member:
Touchmark,LLC
�,►���-
Marcus P. Breuer, CEO
TB[D Second Amended and Restated Operating Agreement 03-03-20 E 9
SCHEDULE 2. 1
Company Information as of March 3, 2019
Member:
Name Total Units
Touchmark, LLC 656,429
Manager:
Touchmark, LLC
Addresses :
Company :
Touchmark of the Treasure Valley, LLC (TBID)
5150 SW Griffith Drive
Beaverton, OR 97005
Member:
Touchmark, LLC
5150 SW Griffith Drive
Beaverton, OR 97005
Manager:
Touchmark, LLC
5150 SW Griffith Drive
Beaverton, OR 97005
TBID Second Amended and Restated Operating Agreement 03-03-2019