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Home My WebLink AboutLC18-020 Unanimous Written Consent-1 - UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF EAGLE COUNTY HOUSING AND DEVELOPMENT CORPORATION November 16, 2018 The undersigned, being all of the members of the Board of Directors (the “Directors”) of Eagle County Housing and Development Corporation, a Colorado nonprofit corporation (the “Manager”), which is the manager of Lake Creek Village LLC, a Colorado limited liability company (the “Borrower”), acting pursuant to the bylaws of Manager and the Operating Agreement of the Borrower, as amended, the Colorado Revised Nonprofit Corporation Act, C.R.S. Section 7-121-101 et seq., and the Colorado Limited Liability Company Act, C.R.S. Section 7-80-101 et seq., in each case in lieu of a meeting of the Directors, the call of which is hereby expressly waived, do hereby consent to the adoption of and adopt the following resolutions: WHEREAS, Manager has been appointed as the manager of the Borrower pursuant to the Operating Agreement of the Borrower, dated effective October 22, 2010 (as amended, the “Borrower’s Operating Agreement”); WHEREAS, Manager, as the manager of the Borrower, has the authority to act on behalf of the Borrower without further authorization or approval of any other person or entity; WHEREAS, the Borrower is the owner of certain real property located in Edwards, Colorado (the “Property”); WHEREAS, the Borrower entered into a Building Loan Agreement (the “Loan Agreement”), with Wells Fargo Bank, National Association (the “Lender”), providing for a supplemental loan (the “Loan”) in an aggregate amount of up to $7,822,600.00 for the purpose of financing the construction of certain improvements on the Property (the “Project”); WHEREAS, the Secretary of Housing and Urban Development (“HUD”) provided insurance under Section 241(a) of the National Housing Act of advances of proceeds of the Loan approved by HUD (the “FHA Insurance”); WHEREAS, in connection with the FHA Insurance, the Borrower executed a Regulatory Agreement in the form required by HUD (the “Regulatory Agreement”); WHEREAS, the Loan is evidenced by a Promissory Note executed by the Borrower in favor of the Lender (the “Note”) and is secured by a Multifamily Deed of Trust, Assignment of Leases and Rents and Security Agreement encumbering the real and personal property of the Borrower described therein, including, without limitation, the Property (the “Mortgage,” and together with the Note, the Regulatory Agreement and the other documents executed in connection with the Loan, including, without limitation, any documents and instruments as may be required by HUD, collectively, the “Loan Documents”); DocuSign Envelope ID: 5EFD8A44-EC4C-4C67-8B01-F71212919672 - 2 - WHEREAS, construction of the Project has been complete, and the Borrower desires that HUD provide a final endorsement of the Note (the “Final Endorsement”), and Borrower desires to execute and deliver such documents, instruments and agreements as my be required by HUD or the Lender in connection with the Final Endorsement (collectively, the “Final Endorsement Documents”); WHEREAS, the Directors desire to approve the execution by Kimberly Bell Williams, as the Secretary of the Manager (in such capacity, the “Authorized Representative”), for and on behalf of Manager, for itself and as the manager of Borrower, respectively, of each of the Final Endorsement Documents to which Manager and the Borrower (collectively, the “Companies”) are a party, respectively; and WHEREAS, the Final Endorsement may reasonably be expected to benefit, directly or indirectly, each of the Companies, respectively, and that adequate and fair consideration has been received by each of the Companies, respectively, to execute, deliver and perform its obligations under the Final Endorsement Documents to which it is a party; NOW THEREFORE, BE IT RESOLVED, that the transactions and actions required of each of the Companies under and in connection with the Final Endorsement Documents are hereby authorized, adopted, ratified, confirmed and approved in all respects; and further RESOLVED, that the form, terms and provisions of the Final Endorsement Documents, as negotiated by the Authorized Representative and with such changes therein as the Authorized Representative executing the same may approve, such approval to be conclusively evidenced by the Authorized Representative’s execution and delivery thereof, are hereby authorized, adopted, ratified, confirmed and approved in all respects; and further RESOLVED, that the Authorized Representative in her capacity as the Secretary of the Manager is, for and on behalf of Manager, for itself and as the manager of Borrower, respectively, is authorized and directed to obtain the Final Endorsement and to accomplish the other transactions contemplated by the Final Endorsement Documents; and further RESOLVED, that the Authorized Representative in such capacities is authorized to execute and deliver the Final Endorsement Documents and such other agreements, instruments or written obligations of the Companies, as may be called for under or in connection with the Final Endorsement Documents or required by the Lender, and all modifications, amendments, extensions, supplements, restatements, and renewals of any of the foregoing, and containing such terms and conditions as may be acceptable or agreeable to the Authorized Representative, such acceptance and agreement to be conclusively evidenced by the Authorized Representative’s execution and delivery thereof; and further RESOLVED, that the Authorized Representative in such capacities is authorized to take such further action and to do all things that may appear in its discretion to be necessary in connection with renewals, extensions for any period, increases, rearrangements, retirements or compromises of the indebtedness, obligations and liabilities of the Borrower to the Lender arising out of or related to the Loan Documents and the Final Endorsement Documents or any DocuSign Envelope ID: 5EFD8A44-EC4C-4C67-8B01-F71212919672 - 3 - other indebtedness, obligations and liabilities of the Borrower owing to the Lender, either directly or by assignment; and further RESOLVED, that the Authorized Representative in such capacities is authorized to do or cause to be done all such acts or things and to sign and deliver, or cause to be signed and delivered, all such documents, instruments and certificates (including, without limitation, any and all notices and certificates required or permitted to be given or made to the Lender under the terms of any of the Loan Documents), as the Authorized Representative, in her discretion, may deem necessary, advisable or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions and to perform the respective obligations of the Companies under all instruments executed on behalf of any of the Companies, as the case may be, in connection with the Loan Documents and the Final Endorsement Documents; and further RESOLVED, that the execution by the Authorized Representative in such capacities of any document authorized by the foregoing resolutions or any document executed in the accomplishment of any action or actions so authorized, is (or shall become upon delivery) the enforceable and binding act and obligation of the Companies party to it, respectively, without the necessity of the signature or attestation of any of the Directors of Manager or the affixing of the seal of Manager; and further RESOLVED, that the Lender be promptly notified in writing by the Authorized Representative of any change in these resolutions, or in the authority of such person to act on behalf of any of the Companies, or all of them, and until it has actually received such notice in writing and has had reasonable time to act upon such notice, the Lender is authorized to conclusively rely upon and act in reliance upon these resolutions; and further RESOLVED, that the Authorized Representative is authorized to incur such expenses on behalf of any of the Companies, or all of them, and to take such further actions as may be necessary to effectuate the purposes and intent of the foregoing resolutions; and further RESOLVED, that any actions of the Authorized Representative that would have been authorized by these resolutions except that such acts were taken prior to the adoption of such resolutions are hereby ratified, confirmed, approved and adopted as the actions of the Companies, respectively; and further RESOLVED, that these resolutions are certified to and intended to be and may be relied upon by any person or entity involved in the above-described transactions, including, without limitation, the Lender and HUD; and further RESOLVED, this Unanimous Written Consent may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute a single consent, and facsimile signatures shall be acceptable and shall be binding on the parties hereto to the same extent of original signatures. DocuSign Envelope ID: 5EFD8A44-EC4C-4C67-8B01-F71212919672 - 4 - The undersigned have executed this Unanimous Written Consent as of the day and year first above written. DIRECTORS: Kathy Chandler-Henry, President of the Board of Directors Kimberly Bell Williams, Secretary of the Board of Directors Jill Klosterman, Treasurer of the Board of Directors 11557386_2.docx DocuSign Envelope ID: 5EFD8A44-EC4C-4C67-8B01-F71212919672