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HomeMy WebLinkAboutECHDA22-04 Spring Creek II LLC
RESTATED Organizational Summary, Consent, and Resolution of Spring Creek II LLC
Page 1 of 5
Spring Creek II LLC - Restated Organizational Summary, Consent, and
Resolution
This instrument is the Restated Organizational Summary, Consent, and Resolution (the
“Resolution”) of Spring Creek II LLC, a Colorado limited liability company (the “Company”).
Pursuant to the Operating Agreement of the Company (the “Operating Agreement”), and
applicable law, the undersigned, being the Members and Managers of the Company (the “Parties”),
acting without notice or a meeting, waive notice and the holding of a meeting and unanimously
consent to, adopt, resolve, and agree as stated in this Resolution and the Operating Agreement.
This restated Resolution is for the purpose of updating the Members’ capital contributions,
capital interests, profits interests, and loans made by Members to reflect the final predevelopment
costs, financing structure, and other figures from the construction financing closing on February
8, 2021.
The Parties agree that such actions and resolutions shall have the same force and effect as
if duly taken and adopted at a meeting of the Parties, duly called and legally held. The Parties agree
to be bound by their telecopied signatures and agree that the Company may rely on their telecopied
signatures. This Resolution may be executed in multiple counterparts which together will
constitute one and the same instrument.
1. The Articles of Organization, as amended and restated, as filed in the office of the Secretary
of State of Colorado are approved, ratified, and adopted. The actions of the Organizer are
ratified. The Organizer, in his capacity as organizer and filer of the Articles, is discharged
of any further duty to the Company.
2. The Members and Managers have received the Operating Agreement, in the form
presented, attached, and incorporated hereto, and by signing this Resolution, acknowledge
they have read and understand each and every aspect of the Operating Agreement, and
agree as stated herein and therein.
3. As specified in the Member roster below, and in exchange for the Capital Contributions
made by each Member, the receipt of which is acknowledged by the Company, each owns
the Membership Interest set forth below (respectively). Except for as set forth in the roster
below, no other Units have been authorized or issued as of the date of this Consent.
(continued on the following page, remainder of this page intentionally blank)
DocuSign Envelope ID: 43E51320-723E-4739-B06F-D17B688077EADocuSign Envelope ID: C7B1C854-34D1-41D4-9B9B-240595800885
RESTATED Organizational Summary, Consent, and Resolution of Spring Creek II LLC
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Name of Member Capital Contribution Capital
Interest Units Profits
Interest
Spring Creek Apartments
LLC
Cash: $957,021.00
Land: $2,845,866.00
Pre-Development Costs: $2,044,166.00
Total: $5,847,053.00
85.39% 900 90%
PCS Holdings LLC Cash: $1,000,000.00 14.60% 100 10%
Eagle County Housing
and Development
Authority (“ECHDA”)
(Special Member)
Cash: $100.00 0.01% 0 0%
TOTALS: $6,847,153.00 100% 1,000 100%
4. The above listed Members agree to make their respective Capital Contributions and are
admitted as Members to the Company.
5. Each Member (other than ECHDA) covenants and represents (respectively) that it is an
“accredited investor” as defined in Regulation D promulgated under the Securities Act of
1933, and as defined in any corollary “blue-sky” law of the State of Colorado, all as
amended.
6. The number of Managers of the Company shall be at least 1 and no more than 2.
7. The general structure of the Company is set forth in the organizational chart, below.
8. The following named Persons are the duly appointed and elected Managers of the
Company, to serve until qualified successors are duly elected:
Spring Creek Apartments LLC
9. The Management Fee to the Managers for services rendered is to be determined per the
Operating Agreement.
10. The following named person is elected as the Partnership Representative for the Company
to serve until a qualified successor is elected.
Gerald E. Flynn
11. The “Majority of the Members” is 51% and any vote, consent, or approval requiring a
Majority of the Members will pass if the total Units voted in favor, compared to/divided
by the total number of Units entitled to vote on the matter, are equal to or greater than such
percentage.
12. The marketability discount rate applied to Units, as referenced in the Operating Agreement,
is 15%.
DocuSign Envelope ID: 43E51320-723E-4739-B06F-D17B688077EADocuSign Envelope ID: C7B1C854-34D1-41D4-9B9B-240595800885
RESTATED Organizational Summary, Consent, and Resolution of Spring Creek II LLC
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13. The business purpose of the Company is to develop, construct, own, and operate the
Project 1, and lease and/or sell real estate in Eagle County, Colorado, and all activities
necessary, customary, convenient, or incident to the business purpose.
14. The Manager is authorized to conduct activities and execute documents on behalf of the
Company in connection with the management and operation of the Company.
15. The Parties authorize and direct the Manager to cause the Company to take the actions
listed above. A third party is entitled to rely upon the authority given herein, and a third
party is under no obligation to make any inquiries or other investigation to verify or confirm
the authority given herein.
16. All definitions, terms, conditions, and agreements contained in this Resolution and/or the
Operating Agreement are incorporated into and apply to both this Resolution and the
Operating Agreement. This Resolution may be executed in counterparts, with copies
exchanged electronically, each of which when taken together will constitute one and the
same document.
1 As defined in Section 2.08(a), the “Project” means the approximately 132-unit multifamily rental housing development
and other improvements to be constructed, owned and operated thereon by the Company, and to be known as Spring Creek
II.
DocuSign Envelope ID: 43E51320-723E-4739-B06F-D17B688077EADocuSign Envelope ID: C7B1C854-34D1-41D4-9B9B-240595800885
RESTATED Organizational Summary, Consent, and Resolution of Spring Creek II LLC
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Business Expenses
(Business costs such as management fees, development fees,
professional fees, marketing costs, operational costs, loan
payments, etc)
Gross Revenue
Ordinary “Net Cash Flow” Distributions
The first $4,000,000.00 of Net Cash Flow distributed will be made in the proportional amounts
of 75% to Spring Creek Apartments LLC and 25% to PCS Holdings LLC; and then all other
Net Cash Flow will be distributed to the Members based on their Profits Interest percentages
Liquidating Distributions
Liquidating distributions will be made to the Members proportionally based on positive Capital
Account balances
Customer/Client
Spring Creek II LLC
(LLC w/Partnership Taxation)
Revenue Stream Goods/Services
Lease/Sell Real Estate
Spring Creek
Apartments LLC
(Member)
900 Units
90% Profits Interest
$5,847,053 Capital Contrib.
85.39% Capital Interest
PCS Holdings LLC.
(Member)
100 Units
10% Profits Interest
$1,000,000 Capital Contrib.
14.60% Capital Interest
Eagle County Housing
and Development
Authority
(Special Member)
0 Units
0% Profits Interest
$100 Capital Contrib.
0.01% Capital Interest
DocuSign Envelope ID: 43E51320-723E-4739-B06F-D17B688077EADocuSign Envelope ID: C7B1C854-34D1-41D4-9B9B-240595800885
RESTATED Organizational Summary, Consent, and Resolution of Spring Creek II LLC
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IN WITNESS WHEREOF, the Company, Managers, and Members have executed and
adopted this Resolution and the Operating Agreement as of the effective date written below. The
undersigned, being all the parties to this Resolution and the Operating Agreement, have read and
understand this Resolution and Operating Agreement and its amendments, have had the
opportunity to review same with independent counsel, and voluntarily agree to and enter same
effective the Effective Date.
Effective as of February 8, 2021 (the “Effective Date”)
MANAGERS (signing for themselves as
Mangers and for the Company):
MEMBERS:
SPRING CREEK II LLC:
By: Spring Creek Apartments LLC, Manager of
Spring Creek II LLC
By: Polar Star Development LLC, Manager of
Spring Creek Apartments LLC
By: ___________________________________
Gerald E. Flynn, Managing Member of Polar Star
Development LLC
Spring Creek Apartments LLC
By: Polar Star Development LLC, its Manager
By: ___________________________________
Gerald E. Flynn, its Managing Member
and Authorized Representative
SPRING CREEK II LLC:
By: Spring Creek Apartments LLC, Manager of
Spring Creek II LLC
By: Stone Valley, LLC, Manager of Spring Creek
Apartments LLC
By: ________________________________
Jeffery M. Spanel, Manager of Stone Valley, LLC
PCS Holdings LLC.
By: ________________________________
Print: _______________________________
Title: _______________________________
Eagle County Housing and Development
Authority (Special Member):
By: ________________________________
Print: _______________________________
Title: _______________________________
DocuSign Envelope ID: 43E51320-723E-4739-B06F-D17B688077EA
Rick Patriacca
Manager
DocuSign Envelope ID: C7B1C854-34D1-41D4-9B9B-240595800885
Aproved as to
form:
Commissioner
Jeanne McQueeney