CC - Legal Interest AffidavitAFFIDAVIT OF LEGAL INTEREST
STATE OF IDAHO
COUNTY OF ADA
Robert Phillips, Authorized Signer,
I DWT Investments
(name)
Meridian
(city)
being first duly sworn upon, oath, depose and say:
2929 W Navigator Dr. #400
(address)
Idaho
(state)
That I am the record owner of the property described on the attached, and I grant my
permission to:
Brighton Development, Inc
(name)
2929 W Navigator Dr. #400
Meridian ID 83642
(address)
to submit the accompanying application(s) pertaining to that property.
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.
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 1 day of February.
(Signature)
SUBSCRIBED AND SWORN to before me the day and year first above written.
(Notary,Pu is for Idaho)
E.ta
RI VAUGHAN
lic - State of Idaho
Number 20181002
n Expires Jun 1, 2024
20 21
Residing at:
My Commission Expires: —/2U a
(Rev 05/29/20)
CONSENT RESOLUTION OF
THE MEMBER OF
DWT INVESTMENTS, LLC
The undersigned, being the sole Member of DWT INVESTMENTS, LLC, an Idaho
limited liability company ("Company'), does hereby approve and take the following Company
action without a meeting in accordance with the general limited liability company laws of the
State of Idaho, and the constituent documents of the Company:
WHEREAS, an affiliate of Company is a member of SCS Brighton, LLC an Idaho limited
liability company ("SCSB");
WHEREAS, the two members of SCSB each applied for a line of credit loan from Idaho
Central Credit Union ("Lender"), in the principal amounts of $2,500,000.00 respectively
(collectively "Loan") with certain real property as collateral ("Property');
WHEREAS, SCSB distributed the Property to its members, which a fifty (50%) percent
tenant in common interest was further transferred to the Company;
WHEREAS, the Company appointed Brighton Corporation, an Idaho corporation, as
Manager to manage the affairs of the Company. However, the Manager may not incur any
indebtedness without a resolution from the Member specifically authorizing the Loan.
WHEREAS, the Company desires to authorize the Manager to execute and deliver loan
agreements, promissory notes, deeds of trust, mortgages, security instruments, contracts,
resolutions, closing or settlement statements, escrow instructions and/or any other similar
documents, amendments and/or addendums and other loan and closing documents, in
connection with the Loan; and
NOW, THEREFORE, BE IT RESOLVED that Robert L. Phillips, President of Brighton
Corporation, Manager of the Company, may take any and all actions and execute documents
necessary to effectuate the Loan, and is hereby authorized to: (a) sign, execute, certify to,
verify, acknowledge, deliver, accept, file, and record, on behalf of the Company any documents
in connection with the Loan as described above; and/or (b) take, or cause to be taken, any and
all such actions in the name and on behalf of the Company that is in his judgment necessary,
desirable, or appropriate in order to effectuate the purposes of this Consent Resolution; and it
is
FURTHER RESOLVED, that all contracts, documents and/or instruments executed or
actions taken by the Manager authorized by this Consent Resolution is hereby ratified and
approved by the sole Member and the Company.
The undersigned have executed this Consent Resolution effective as of February 7, 2020.
This Consent Resolution may be executed by�acsimile, electronically, and in counterparts.
PaWid'W.T,,u'rnbull, sole Member of
DWT INVESTMENTS LLC
CONSENT RESOLUTION OF THE MEMBER OF DWT INVESTMENTS LLC
AFFIDAVIT OF LEGAL INTEREST
STATE OF IDAHO
COUNTY OF ADA
Michael A. Hall, President of
I, SCS Investmenis LLC
Boise (name)
(city)
being first duly sworn upon, oath, depose and say:
855 W. Broad Street, Suite 300
Idaho (address)
(state)
That I am the record owner of the property described on the attached, and I grant my
permission to:
2929 W. Navigator Drive, #400
Brighton Development, Inc. Meridian, Idaho 83642
(name) (address)
to submit the accompanying application(s) pertaining to that property.
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.
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 '3r day of 20 IV
(Signature)
SUBSCRIBED AND SWORN to before me the day and year first above written.
Public for I o)
APRIL ALAINE �h
COMMISSION #W192 Residing at:
NOTARY PUBLIC
STATE OF IDAHO My Commission Expires: p
(Rev 05/29/20)
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
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
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 Attorney 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. Anew 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.
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
of SCS Investments LLC