Loading...
HomeMy WebLinkAboutSW3210701_LLC Documentation_20210706 (3)SECRETARY'S CERTIFICATE March 17, 2021 The undersigned, being the duly elected and qualified Secretary of Pulte Home Company, LLC, a Michigan limited liability company (the "Company"), formerly known as Pulte Home Corporation until December 31, 2016, does hereby certify that she has access to the records of the Company, and that as of the date hereof: 1. Exhibit A to this Certificate is a true, accurate, and current copy of the Pulte Home Company, LLC Signing Power Resolutions, as adopted by the Board of Managers of the Company on January 1, 2017; and, 2. Exhibit B to this Certificate is a true, accurate, and current copy of the Delegation of Authority, as executed in accordance with Exhibit A, by Peter Hilton on behalf of Deborah Steele; and, 3. The following is a list of certain persons who are officers, managers, or employees of the Company in the Charlotte Division of the Southeast Area, currently holding the positions in the Company set forth next to each person's name, and to whom signature authority is granted as defined in the Signing Power Resolutions in Exhibit A. Name Title Brandon Jones Southeast Area President Peter Hilton Southeast Area Vice President of Finance Frank Reda National Vice President of Product and Construction Operations Brooke Moore North Carolina Broker in Charge Steve Francis Division President Matthew Dubbeld Division Vice President Finance Frederick J. Matrulli Division Vice President of Land Acquisition Curt W. Hathaway Division Vice President of Construction Operations Albert Kingsbury Division Director of Sales Jeremy Huntsman Division Director of Land Development Joseph Kirby III Division Manager of Procurement Nicholas Nordman Division Controller I Brooke Moore Division General Sales Manager Kelly Sides Division General Sales Manager Porsha Stewart Division Closing Coordinator Vanaye Hamilton Division Closing Coordinator Deborah Steele Division Manager of Sales Administration, acting as Authorized Representative for Closing/Homebuyer Coordinator IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above. Ellen Padesky Maturen Secretary EXHIBIT A PULTE HOME COMPANY, LLC SIGNING POWER RESOLUTIONS A. DEFINITIONS. As used in these resolutions: "sigaingpower' means the power and authority to execute and deliver an agreement, instrument or other document. "General Signing Power" means signing power relating to the ordinary course of business of PULTE HOME COMPANY, LLC (the "Company") generally, without restriction to a particular Division or project, both in the Company's own capacity and in any instances where it is the managing partner or managing member of a joint venture (the "Partnershi "). "Division Specific Signing Power" means signing power relating only to the ordinary course of business of a Division over which the officer, manager, or employee in question has management responsibility, both in the Company's own capacity and as managing partner or managing member of the Partnership. B. PURPOSE. The purpose of these resolutions is to establish the signing power of certain employees of the Company, both in the Company's own capacity and as managing partner or managing member of the Partnership. Copies of these resolutions may be delivered to title companies and other parties who require evidence of the signing power of an employee. No employee of the Company may subdelegate his or her signing power except as expressly provided in these resolutions by use of the words: "Other title(s) or person(s) designated in writing by ...... C. RESOLUTIONS. RESOLVED, that the following officers, managers, or employees of the Company shall have the General Signing Power or the Division Specific Signing Power, as indicated in the charts below: EXHIBIT A Development of Real Property I. General Development. Applications, tentative and final subdivision plats and snaps, development agreements, land development agreements, amenity contractor agreements and all other documents that are relevant or incident to the development of real property in which the Company or the Partnership has any interest, other than documents contemplated in part VI below: General Signing Power Division Specific Signft Poiver Chairman of the Board Area President Chief Executive Officer Area VP Finance President Area VP Land Executive Vice PresidentiDevelopment/Acquisition Division President Senior Vice President Division VP/Director Finance Vice President Division VP/Director of Land House Construction A ements. Contractor agreements, construction agreements, contracts, purchase orders, pricing schedules, scopes of work and all other documents that are relevant or incident to the construction of residential homes and amenities thereto in which the Company or the Partnership has any interest, other than documents contemplated in the paragraph immediately above this one: General Signing Power Division Specific Signiqg Power Chairman of the Board Area President Chief Executive Officer Area VP Finance President Area VP Construction Operations Executive Vice President Area Purchasing Director Senior Vice President Division President Vice President Division VP/Director Finance Division VP/Director of Construction Operations Division Purchasing Director/Mana er Page 2 of 7 EXHIBIT A Storm Water Management II. Notices of intent, notices of termination, storm water pollution prevention plans, reports, certifications or other documentation that is relevant or incident to storm water management and erosion control in the development of real property and/or construction of homes in which the Company or the Partnership has any interest. General Signing Power Division Specific Si nin Power Chairman of the Board Area President Chief Executive Officer Area VP Finance President Area VP Land Executive Vice President Division President Senior Vice President Division VP/Director Finance Vice President Division VP/Director of Land Develo ment/Ac uisition Division Storm Water Compliance Representative Sale and Closina of Residential Homes or Lots III. Contracts for the sale of residential homes or lots to consumers (not to another business). General Signing Power Division Specific Si nin Power Chairman of the Board Area President Chief Executive Officer Area VP Finance President Division President Executive Vice President Division VP/Director Finance Senior Vice President Division Controller Vice President Division VP of Sales General Sales Manager Closing/Homebuyer Coordinator Any of the following employees of either Pulte Mortgage LLC: Vice President, Branch Manager and Assistant Secreta Page 3 of 7 EXHIBIT A Any of the following employees of either Sun City Title Agency, Inc. or PGP Title, Inc. or PGP Title of Florida, Inc.: Vice President, Escrow Manager, Escrow Supervisor, Director -Closing Services, and Title Officer Other title(s) or person(s) designated in writing by either the Area President or Area VP Finance IV. Deeds of conveyance and all other documents that are relevant or incident to the sale and closing of residential homes or lots to consumers (not to another business), including any mortgage -related documents, such as buydown agreements or other relevant documents. General Signing Power Division Specific Signing Power Chairman of the Board Area President Chief Executive Officer Area VP Finance President Division President Executive Vice President Division VP/Director Finance Senior Vice President Division Controller Vice President Division VP of Sales General Sales Manager Closing/Homebuyer Coordinator Any of the following employees of either Pulte Mortgage LLC: Vice President and Branch Manager Any of the following employees of either Sun City Title Agency, Inc. ' or PGP Title, Inc. or PGP Title of Florida, Inc.: Vice President, _; Escrow Manager, Escrow = Supervisor, Director -Closing Services, and Title Officer Other title(s) or person(s) designated in writing by either the Area President or Area VP Finance Page 4 of 7 EXHIBIT A Closing of the Purchase and Sale of Real Property V. Contracts, deeds and all other closing documents for the purchase or sale of real property (other than the sale and closing of residential homes or lots to consumers). General Signing Power Division Specific Signing Power Chairman of the Board Area President Chief Executive Officer Area VP Finance President Area VP Land Executive Vice President Division President Senior Vice President Division VP/Director of Finance and General Counsel Other title(s) or Division VP of Land person(s) designated in Development/Acquisition writing by resolution(s) of the Board of Directors Real Property Financing and Land Banking Transactions VI. Documents related to any of the following real property financings and land banking transactions: a. Traditional Financing. Loan agreements, security agreements, promissory notes, deeds of trust and all other documents that are relevant or incident to the financing of the purchase and/or development of real property. b. Special Taxing District Financing. Loan agreements, security agreements, promissory notes, deeds of trust and all other documents under which the Company or the Partnership is a party that are relevant or incident to a Special Taxing District Financing (defined below), other than documents contemplated in Guarantees and Environmental Indemnities. "Special Taxing District Financing" means a financing through the issuance of bonds by a community development district, community facilities district, municipal utility district, county or municipal improvement district, tax incremental district or other similar special purpose unit of local government. c. Guarantees and Environmental Indemnities. Guarantees of payment or performance of the obligations of another entity (whether in the form of a payment guaranty, indemnity or other document), maintenance or remargining guarantees and environmental indemnities in connection with development financing. Page 5 of 7 EXHIBIT A d. Land Banking Transactions. Assignments of contracts to purchase real property, options to purchase real property, development agreements and other documents evidencing arrangements with an intermediary, such as a land banker, to purchase or develop real property. Licenses VII. Documents necessary to obtain licenses and department of real estate public reports or similar documents in California and other states (such as, without limitation, Arizona and Nevada). General Signing Power Division Specific Si nin Power Chairman of the Board Area President Chief Executive Officer Area VP Finance President Area VP Land Executive Vice President Division President Senior Vice President Division VP/Director of Finance Vice President Division VP/Director Sales ,. _ - Division VP of Construction Operations Area VP/Division VP/Director Land Ac uisitionlDevelo men( Page 6of7 EXHIBIT A CC&Rs VIII. Restrictive covenants, conditions, restrictions, easements and other similar rights or restrictions, commonly known as CC&Rs, affecting real property or improvements on real property, and documents relating to CC&Rs, such as the organizational documents for the related homeowners' or property owners' association. General Signing Power Division Specific Signing Power Chairman of the Board Area President Chief Executive Officer Area VP Finance President Area VP Land Executive Vice President Division President Senior Vice President Division VP/Director Finance Vice President Division VP/Director Land ACuisition/Deveio ment RESOLVED FURTHER, that all lawful acts specifically described in the immediately preceding resolution, undertaken prior to the adoption of these resolutions, in the Company's own capacity or as managing partner or managing member of the Partnership, are hereby ratified, confirmed and adopted by the Company. RESOLVED FURTHER, that any Signing Power Resolutions or Powers of Attorney and Grants of Agency previously issued or adopted by the Company are hereby terminated, revoked and superseded in their entirety by these resolutions. Effective as of January 1, 2017. Page 7 of 7 DocuSign Envelope ID: 565A335F-1DDE-4492-B4FO-OBBBlOC15736 0 ■ DELEGATION OF AUTHORITY BY AREA VICE PRESIDENT OF PULTE HOME COMPANY, LLC Section C III & IV of the resolution adopted by Pulte Home Company, LLC (the "Company") as of January 1, 2017, and attached hereto as Exhibit A (the "Authorizing Resolutions"), provides that the Area President or the Area Vice President of the Company may designate in writing a person to execute contracts for the sale of residential homes or lots to consumers and deeds of conveyance and all other documents that are relevant or incident to the sale and closing of residential homes or lots to consumers, including any mortgage related documents, such as buydown agreements or other relevant documents. I, Peter Hilton, in my capacity as the Southeast Area Vice President of Finance of the Company, hereby designate Deborah Steele, Senior Closing Coordinator of the Charlotte Division, to act in the capacity of a Closing/Homebuyer Coordinator so as to execute any contracts for the sale of residential homes or lots or consumers and any deeds of conveyance and all other documents that are relevant or incident to the sale and closing of residential homes or lots to consumers, including any mortgage related documents, such as buydown agreements or other relevant documents on behalf of the Charlotte Division of the Company. This designation shall be effective as of September 23, 2020 and shall terminate the earlier of (1) when said employee is no longer employed by the Charlotte Division, or (2) when such designation is revoked in writing by the Area President or Area Vice President of the Company. Oocu%gried by: NV Wou Date: September 23, 2020 Peter Hilton, Southeast Area Vice President of Finance DocuSign Envelope ID: 565A335F-1DDE-4492-B4F0-0BBB10C15736 EXHIBIT B EXHIBIT A (Attach copy of Signing Powers Resolution)