HomeMy WebLinkAbout20131609.tiffSITE SPECIFIC DEVELOPMENT PLAN AND USE BY SPECIAL
REVIEW (USR) APPLICATION
FOR PLANNING DEPARTMENT USE DATE RECEIVED:
RECEIPT # /AMOUNT # /$ CASE # ASSIGNED:
APPLICATION RECEIVED BY PLANNER ASSIGNED:
Parcel Number 0 6 1 _ 1 3. 1 _ 0 0. 0 2 4 t/OC 1 /7/OOOzZ
(12 digit number - found on Tax I.D. information, obtainable at the Weld County Assessor's Office, or www.co,weld.co.us)
Legal Description PT NE4. LOT B REC EXEMPT RE -1917 , Section 13 Township 4 North, Range 68 West`! -St bop
Zone District: Ag , Total Acreage: 122 Flood Plain: No Geological Hazard: No
Airport Overlay District: No
FEE OWNER(S) OF THE PROPERTY:
Name: UFI Feeding, LLC -- Rex Beall
Work Phone # 970-758-1101 Home Phone #
Address: 14605 WCR 21
Address:
City/State/Zip Code Platteville, CO 80651
Email rih.4lt%beat(IA vohnigailiespu.
Name:
Work Phone # Home Phone # Email
Address:
Address:
City/State/Zip Code
Name:
Work Phone # Home Phone # Email
Address:
Address:
City/State/Zip Code
APPLICANT OR AUTHORIZED AGENT (See Below: Authorization must accompany applications signed by Authorized Agent)
Name: AGPROfessionals, LLC — Glen Czaplewski
Work Phone # 970-535-9318 Home Phone #
Address: 4350 Highway 66
Address:
City/State/Zip Code Longmont, CO 80504
Email gczaplewski@agpros.com
PROPOSED USE:
We are proposing to construct a gymnastics facility, residence, and associated parking on the site. The facility will be
managed by the onsite residents with only a few outside employees. The facility will be open to the public for private classes.
Future development may inculde battingcages and baseball fields
I (We) hereby depose and state under penalties of perjury that all statements, proposals, and/or plans submitted
with or contained within the application are true and correct to the best of my (our)knowledge. Signatures of all
fee owners of property must sign this application. If an Authorized Agent signs, a letter of authorization from all
fee owners must be included with the application. If a corporation is the fee owner, notarized evidence must be
included ' dicating that t ignat has to legal authority to sign for the corporation.
3`ignatur ner or Authorized Agent Date Signature: Owner or Authorized Agent Date
GPROfessionals, LLC
Ks ;OF AUF _LL'Jkl
January 14, 20113
To Whom It May Concern:
LIFT Feeding. LLC has contracted with AGPROfessi
related to obtaining a Weld County Use By Special T
LLC is authorized to represent UFI Feeding, LI.C. tF
attest that I am legally authorized to sign this docum
Furthermore, I authorize the release of any records n
Sincerely.
Rex all
UPI Feeding. LLC'
5:55:52 ASIENCINEERINc:, SURVEYING. PI
4350 Highway 66 Longmont.
970.535.9318 office 970.535.9854 fa.
>nals. LLC to process all work
eyiew Permit. AGPROfessionals,
roughout this process. I hereby
nt on behalf of UFI Feeding. LLC.
cessary to complete this process.
Date
ANNING & CONSULTING
O 80504
www.aypros.com
ANNUAL CONSENT MINUTES OF THE
MEMBERS OF
l Fl Feeding. LLC
A meeting vgas held on July I, 201 I and nominating the following officers:
President: Rex Beall
Vice President: Randy Lehl
Secretary: Sara Beall
Treasurer: Mollie Schmitz
Notice waived and the foregoing minutes ratified. approved and agreed to:
UFl Feeding. LLC
Re lie: . Member
Rand} I chi: Member
Nlollic Sehmiv. Member
sao❑ Beall. \Icinher
SITE SPECIFIC DEVELOPMENT PLAN AND USE BY SPECIAL
REVIEW (USR) QUESTIONNAIRE
The following questions are to be answered and submitted as part of the USR application. If a
question does not pertain to your use, please respond with "not applicable", with an explanation
as to why the question is not applicable.
1. Explain, in detail, the proposed use of the property.
The bulk of the site will continue to be irrigated agricultural land. In addition, a large (14,200
sqft) gymnasium will be constructed and used for gymnastics lessons. Classes will consist of
approximately 40 students at any given time and last approximately 2 hours. This will spread the
use of the facility over the course of several hours, reducing the impact on traffic and neighbors.
There will be approximately one acre of gravel parking associated with the site. In the future,
baseball fields will potentially be constructed. There will be a 3 bedroom, 2 bathroom residence
constructed within the gymnasium building.
2. Explain how this proposal is consistent with the intent of the Weld County Code, Chapter 22
of the Comprehensive Plan.
The proposed development meets the goals of protecting the rights of property owners to develop
land while preserving agricultural land. The gymnastics facility will be placed in a corner of the
property not well suited for irrigation, leaving the rest of the lot in production agriculture.
3. Explain how this proposal is consistent with the intent of the Weld County Code, Chapter 23
(Zoning) and the zone district in which it is located.
Section 23- 3-40 of the Weld County Code allows for recreational facilities as Use by Special
Review.
4. What type of uses surround the site (explain how the proposed use is consistent and
compatible with surrounding land uses).
The site is in close proximity to undeveloped portions of the Town of Johnstown to the northeast
and east of undeveloped portions of the Town of Berthoud. Immediately to the south of the site is
a USR for Weddings and Similar Ceremonies. There are USRs in the vicinity for a kennel,
compression station, and single family dwellings. The remaining land is rural residential and
agriculture. The proposed use is similar to the low intensity, urban adjacent uses which surround
the site and will exist in harmony with those uses.
5. Describe, in detail, the following:
a. Number of people who will use this site
Approximately 260 people will be using the site on any given day. Typically there will be no
more than 50 people on site at any given time.
b. Number of employees proposed to be employed at this site.
There will be a maximum of 5 employees on the site in addition to onsite residents who will also
potentially be employed as part of the gymnasium.
c. Hours of operation.
The facility will operate seven days a week, from 4:00am to 11:00pm. The most intense use will
occur Monday through Friday, 3:00pm to 9:00pm.
d. Type and number of structures to be erected (built) on this site.
A large gymnasium with an attached residence will be constructed immediately. In the future,
structures for 3 batting cages may also be erected within the main building.
e. Type and number of animals, if any, to be on this site.
No animals are proposed.
f. Kind of vehicles (type, size, weight) that will access this site and how often.
There will be approximately 250 passenger cars accessing the sight on any given day, distributed
widely across the hours of operation.
g. Who will provide fire protection to the site.
Johnstown Fire Protection District .
h. Water source on the property (both domestic and irrigation).
The commercial and residential portions of the property are served by a Big Thompson Water
District tap. Irrigation is provided by shares in the Consolidated Home Supply Ditch and
Reservoir Company.
i. Sewage disposal system on the property (existing and proposed).
A new commercial septic will be constructed to serve the site.
j. If storage or warehousing is proposed, what type of items will be stored.
Storage and warehousing are not proposed.
6. Explain the proposed landscaping for the site. The landscaping shall be separately submitted
as a landscape plan map as part of the application submittal.
The site is located in rural Weld County with rangeland surrounding the site. No additional
landscaping is planned.
7. Explain any proposed reclamation procedures when termination of the Use by Special Review
activity occurs.
Should the USR activity be discontinued, all facilities constructed for said activities will be
retained and repurposed for future use on the site.
8. Explain how the storm water drainage will be handled on the site.
Broadly speaking, most of the site drains to a channel cutting across the property from the north
east corner to a holding pond in the center of the property. That being said, the area where the
permitted use will be taking place is outside this primary drainage area. Storm water generated in
the proximity of the building and proposed parking will drain to the northeast of the site where it
will be controlled in a water quality control feature.
9. Explain how long it will take to construct this site and when construction and landscaping is
scheduled to begin.
Construction will begin immediately and take up to one year for all elements to he constructed.
10. Explain where storage and/or stockpile of wastes will occur on this site.
Waste generated at the site will be minimal. Any onsite waste will be stored in dumpsters and
removed in accordance with the waste handling plan included in this application.
AGPROfessiona1s, LLC
Traffic Narrative
For
Rex Beall
Background
This document outlines the projected traffic associated with a proposed USR permit for a gymnastic facility near the
towns of Johnstown and Berthoud. The site will include a residence, and a large gymnastics gym. Peak hours of
operation will be from 3:30 to 9:30 Monday through Friday. The site will primarily be used for classes of school
aged children numbering approximately 20 students, lasting two hours. Typically, an adult will arrive with one or
two students. Approximately half the adults will remain on site for the duration of the class while the other half will
leave and return at the end of class. The facility will be staffed predominately by the residents living on site with a
few outside instructors and staff arriving throughout the day. Vehicles will predominately be passenger vehicles.
Site Location
The site is located approximately 1,500 feet west of Weld County Road 13on Weld County Road 46 in the vicinity
of the Towns of Berthoud and Johnstown.
Traffic
Table 1 shows the approximate number of vehicles accessing the site on a daily basis. Traffic will be split roughly
equally across an hour with people entering and leaving the site. Approximately half these trips will be coming from
both the east and west along Weld County Road 46, This means there will be approximately 10 trips generated from
vehicles traveling east away from the facility, west away from the facility, east toward the facility and west toward
the facility.
Table 1: Traffic Generation
Traffic
Vehicle Trips
Staff/Instructors
<1 per hour
4 per day
Students
40 per hour
240 per day
Residents
<1 per hour
10 per day
Weld County Public Works Dept.
1111 H Street
P.O. Box 758
Greeley, CO 80632
Phone: (970)304-6496
Fax: (970)304-6497
Applicant
Name Glen Czaplewski
ACCESS PERMIT
APPLICATION FORM
Property Owner (If different than Applicant)
Name Rex Beal
Company AGPROfessionals, LLC Address 14605 WCR 21
Address 4350 HWY 66
City Platteville State CO Zip 80651
City Longmont State CO Zip 80504 Phone 970-758-1101
Business Phone 970-535-9318
Fax 970-535-9854
E-mail gczaplewski@agpros.com
Parcel Location & Sketch
The access is on WCR46
Nearest Intersection: WCR 46 & WCR 13
Distance from Intersection 2,500 ft.
Parcel Number 106113100024
Section/Township/Range 13-4-68
Is there an existing access to the property?DYES NO
Number of Existing Accesses 7
Road Surface Type & Construction Information
Asphalt n Gravel EL Treated in Other
Culvert Size & Type
Materials used to construct Access
Construction Start Date Finish Date
Proposed Use
❑Temporary (Tracking Pad Required)/ $75
D Small Commercial or Oil & Gas/$75
❑Field (Agriculture Only)/Exempt
Fax
E-mail
♦ = Existing Access A= Proposed Access
❑ Industrial/$150
❑Single Residential/$75
0
Large Commercial/$150 Subdivision/$150
Is this access associated with a Planning Process? El No JUSR ORE O PUD O Other
Required Attached Documents
- Traffic Control Plan -Certificate of Insurance - Access Pictures (From the Left, Right, & into the access)
By accepting this permit, the undersigned Applicant, under penalty of perjury, verifies that they have received all pages of the permit
application; they have read and understand all of the permit requirements and provisions set forth on all pages; that they have the
authority to sign for and bind the Applicant, if the Applicant is a corporation or other entity; and that by virtue of their signature the
Applicant is bound by and agrees to comply with all said permit requirements and provisions, all Weld County ordinances, and state laws
regarding facilities construction.
i
Signature :yf[ Printed Name ' ;r�s_ e fry/ ,; Date
Approval or Denial will befssued in minimum of 5 days. Approved by
devised Date 6/29/10
3/' 3 40(3
Rex Beall
Water Quality Depression Calculations
Impervious Acreage
Roofs
Sq. Ft.
Gymnastics Facilty
14200
House
Garage
Shop
Future
Total Roof Area(ft2)
14200
Concrete
Garage Apron
Office Apron
800
Shop Apron
Future Shop Apron (Phase II)
South half of road
Total Concrete Area(ft2)
800
Gravel Area/Gravel Roads
Gravel Parking
37000
Gravel Road
Gravel Parking (Phase II)
Gravel Road (Phase II)
Total Gravel Area(ft2)
37000
Total Drainage Area (ft2)
500000
Total Impervious Area (ftZ)
15000
Total Gravel Area (ft2)
37000
Total Undeveloped/Grass Area (ft2)
448000
Total Property Area (Acre)
11.48
% Impervious
8%
5Q-2 24 hr Drain time (approximate) - Look up method
Required Storage(acre-feet)'
0.000
• Based on Drainage Criteria Manual(V.3) Requ'd Storage formula look up method
a=
WQCV = a*(.91•i3-1.19i2+.78i) =
0.054
Required Storage = (WQCV/12)(Total drainage area) =
0.051
acre-feet
Required Storage in Cubic Feet =
2239
cu -ft
Required Storage in Gallons =
16,750
gallons
1.00
AGPROfessionals, LLC
Rex Beall
Nuisance Management Plan
Dust Abatement plan
Existing gravel and/or road base will be used at the entrance and on internal roadways and parking lots
to control dust onsite. Low speeds on internal roadways and parking lots will further minimize dust.
Should it be necessary to mitigate for excessive dust, a water tanker truck or portable sprinkling system
may be used for moisture control on roadways.
Waste Management Plan
There will be no storage of wastes on this site. All materials will be in the production stream, recycled or
collected in dumpsters and sent to the landfill. All materials not collected in dumpsters will be stored
inside. Chemicals stored on site include standard household cleaning items and the volumes very
minimal. Any wastes produced from employees or members of the public will be contained in a
dumpster and hauled off regularly by a sanitation service such as B&C Refuse, Platteville, CO 80651,
(970) 785-2908.
FOR COMMERCIAL SITES, PLEASE COMPLETE THE FOLLOWING INFORMATION
BUSINESS EMERGENCY INFORMATION:
Business
Name: f,c j.
Phone: 970-758-1101
Address: 5636 WCR 46 City, ST, Zip: Johnstown, CO
Business
Owner: Rex Beall
Phone: 970-758-1101
Home Address: City, ST, Zip:
List three persons in the order to be called in the event of an emergency:
NAME TITLE
Rex Beall — Owner — 970-758-1101
ADDRESS PHONE
Business
Hours: 3:30-9:30
Days: Monday - Friday
Type of Alarm: None Burglar Holdup Fire Silent Audible
Name and address of Alarm Company:
Location of Safe:
MISCELLANEOUS INFORMATION:
Number of entry/exit doors in this building: Location(s):
Is alcohol stored in building? {10 Location(s):
Are drugs stored in building? 1A-0 Location(s):
Are weapons stored in building? 110 Location(s):
The following programs are offere
programs of interest. _
UTILITY SHUT OFF LOCATIONS:
Main Electrical: -Mt?
Gas Shut Off: 1 ? D
a public service of the Weld Coun riffs Office. Please indicate the
_Physical Security Check Crime Prevention Presentation
Exterior Water Shutoff: <6 b
Interior Water Shutoff: -nth
RESTATED AND AMENDED
OPERATING AGREEMENT
OF
UFI FEEDING, LLC
A COLORADO LIMITED LIABILITY COMPANY
ARTICLE I
Name and Location
SECTION 1. Name. The name of the Limited Liability Company is UFI Feeding, LLC (the
"Company").
SECTION 2. Registered Office. The registered office of the Company in the State of
Colorado is 856 Greeley Avenue, Johnstown, Colorado 80534. The principal place of
business of the Company is 14605 Weld County Road 21, Platteville, Colorado 80651.
SECTION 3. Other Offices. Other offices for the transaction of business of the Company
may be located at such places in the State of Colorado or elsewhere as the Members may
from time to time determine.
ARTICLE II
Term and Business of Company
SECTION 1. Perpetual Term. The term of the Company shall be perpetual.
SECTION 2. Purpose. The purpose for which the limited liability company is organized is
to feed cattle, together with related and incidental businesses and activities of any kind or
description, on its own behalf and on behalf of others; and in addition, to engage in any
lawful businesses or endeavors for which limited liability companies may be organized and
operated under the laws of the State of Colorado.
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(i)
ARTICLE III
Definitions
SECTION 1. Definitions. For purposes of this Operating Agreement, the following terms
shall have the following meanings:
(a) "Act" shall mean the Colorado Limited Liability Company Act as the same
may be amended from time to time.
(b) "Articles of Organization" shall mean the Articles of Organization of UFI
Feeding, LLC, as filed with the Colorado Secretary of State, as the same may
be amended from time to time.
(c) "Capital Account" as of any given date shall mean the Capital Account of a
Member as determined in accordance with the provisions of Article VIII of
this Operating Agreement as of that date.
(d) "Capital Contribution" shall mean any and all cash, property, services
rendered, or promissory notes or other obligations to contribute cash or
property or to perform services, which are contributed by a Member to the
Company regardless of when made.
(e)
"Code" shall mean the Internal Revenue Code of 1986, as it is amended from
time to time.
(0 "Company" shall mean UFI Feeding, LLC, a limited liability company formed
under the Act.
(g)
"Deficit Capital Account" shall mean the negative balance, if any, in a
Member's Capital Account.
(h) "Majority Interest" with respect to a group referred to herein shall mean the
Percentage Interests of those within such group which in the aggregate exceed
50% of all Percentage Interests held by all who are included in such group.
"Majority Vote" of a group referred to herein shall mean votes within such
group which in the aggregate exceed 50% of all of the votes held at such time
by all of the members of said group. The written consent of a party as to an
action or matter shall be considered such party's vote as to that action or
matter.
-2-
(j) "Member" shall mean each of the parties to this Operating Agreement who
execute it as a Member and each of the parties who subsequently become
Members, whether by permissible transfer or admittance as an additional new
Member. The term "Member" shall not include any transferee or assignee who
does not obtain all the consents to the transfer or assignment, if any, required
under the provisions of this Operating Agreement and who is therefore
prohibited from management participation.
(k) "Membership Interest" or "Member's Interest" shall mean a Member's entire
interest in the Company, including such Member's financial interest in the
profits, losses and distributions from the assets of the Company and such
Member's right to participate in the management of the business and affairs of
the Company, which include the right to vote on, consent to, or otherwise
participate in any Member decision or action in accordance with this Operating
Agreement and the Act.
"Operating Agreement" shall mean this Restated and Amended Operating
Agreement as the same may be amended from time to time.
"Percentage Interest" of a Member shall mean that particular Member's interest
in the profits, losses and rights to receive distributions from assets of the
Company as set forth in Article IX of this Operating Agreement, as the same
may be adjusted from time to time on account of transfers and admissions of
additional Members.
(n) "Person" shall mean a natural person, partnership (whether general or limited
and whether domestic or foreign), limited liability company, foreign limited
liability company, trust, estate, association, corporation, custodian, nominee
or any other individual or entity in its own or any other representative capacity.
(o) "Regulations" shall mean temporary and final regulations promulgated under
the Code as of the date of filing the Articles of Organization and any
subsequently issued regulations promulgated under the Code amending or
superseding those regulations.
(p)
"Transferor" shall mean a Member who sells, assigns or otherwise transfers for
consideration or who gifts, bequeaths or otherwise transfers for no
consideration (by operation of law or otherwise, except for bankruptcy) all or
any portion of a Membership Interest to the extent allowed under the
provisions of the Operating Agreement.
3
ARTICLE IV
Members
SECTION 1. Company Records. Accurate and complete books and records shall be kept by
the Company which shall reflect accurately all transactions and other matters relating to the
Company's businesses in a manner customary and usual for businesses of similar type. Such
books and records shall be maintained at the principal offices of the Company or at such
other locations upon which the Members may subsequently agree. Upon reasonable request,
a Member shall have the right at such Member's expense and during ordinary business hours
to inspect and copy the following Company records:
(a) True and full information regarding the status of the business and financial
condition of the Company, including copies of any financial statements of the
Company for its three most recent years;
(b) A copy of the Company's federal, state and local income tax returns for each
year promptly after such return(s) become available;
(c) A current list of the name and last known business, residence or mailing
address of each Member;
(d) A copy of this Operating Agreement and the Articles of Organization of the
Company and any amendments thereto;
(e) True and full information regarding the amount of cash and a description and
statement of the agreed value of any other property or services contributed by
each Member and which each Member has agreed to contribute in the future,
and the date on which each became a Member;
(f) A minute book containing minutes of every annual or special meeting of the
Members of the Company, and any written consents signed by Members of the
Company for actions taken without a meeting; and
(g)
Other information regarding the affairs of the Company as is just and
reasonable, including but not limited to the Company accounts, books and
records.
SECTION 2. Member Liability. The liability of each Member shall be limited to the extent
set forth in this Operating Agreement and the laws of the State of Colorado, including but
not limited to the Act. A Member shall not be personally liable for any debts, obligations or
losses of the Company, whether arising in contract, tort or otherwise, in excess of such
-4-
Member's respective Capital Contribution. A Member who receives a distribution from the
Company in excess of that allowed by this Operating Agreement, or made when the
Company's liabilities are in excess of its assets (after taking into effect the distribution) is
liable to the Company to the extent of such Member's share of such excess distribution, but
only for that period of time for which such liability exists under applicable Colorado laws.
SECTION 3. Priority. No Member shall have priority over any other Member for the return
of Capital Contributions to Members or for net profits, net losses or distributions.
SECTION 4. Lien Against Members. The Company shall have a first lien on a Member's
Interest in the Company, on a Member's interest, if any, in the properties and assets of the
Company, and on all distributions payable by the Company for the amount of any
indebtedness of any kind or nature owed to the Company by such Member.
SECTION 5. Additional Members. Additional Members may be admitted to the Company
only upon the Majority Vote of the Members. Upon obtaining the required consents or vote,
any such additional Member shall execute, acknowledge and deliver to the Company such
instruments of transfer, assignment and assumption, and such other certificates,
representations and documents, and perform all other acts, including making any required
Capital Contribution that the Member(s) may deem necessary or desirable to confirm that the
new Members have accepted, assumed and agreed to be subject to and bound by all of the
terms, obligations and conditions of this Operating Agreement, as amended, and to cause the
Company to remain lawfully organized and qualified in each jurisdiction in which the
Company is organized, qualified or doing business. No new Member shall be entitled to any
retroactive allocation of losses, income, or expense deductions incurred by the Company, and
the existing Members may, at their option, at the time a new Member is admitted, close the
Company books as though the Company's tax year had ended, or make pro rata allocations
of loss, income and expense deductions to a new Member for that portion of the Company's
tax year in which a Member was admitted in accordance with the provisions of Code Section
706(d) and the Regulations promulgated thereunder.
ARTICLE V
Members' Meetings
SECTION 1. Annual Meetings. An annual meeting of the Members of the Company shall
be held at such place, either within or without the State of Colorado, as may be designated
by the President, or if not so designated, at the registered office of the Company in the State
of Colorado, on the last Wednesday in September of each year; provided that whenever such
day shall fall upon a legal holiday, the meeting shall be held on the next succeeding business
day.
-5-
SECTION 2. Special Meetings. A special meeting of the Members may be called and held
at such place, either within or without the State of Colorado, as may be designated by the
President, and if the place of the meeting is not so designated, at the registered office of the
Company in the State of Colorado.
SECTION 3. Notice of Meetings. Whenever the Members are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given which shall state the
place, date and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. The written notice of any meeting shall be given
not less than ten (10) nor more than sixty (60) days before the date of the meeting to each
Member entitled to vote at such meeting. If such notice is mailed, such notice shall be
deemed to have been given when deposited in the United States Mail, postage prepaid,
directed to the Member at such Member's address as it appears on the records of the
Company.
SECTION 4. Waiver ofNotice. Whenever notice is required to be given hereunder, a written
waiver thereof; signed by the Member entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting except when the person attends the
meeting for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at nor the purpose of any annual or special meeting of the
Members need be specified in any written waiver of notice.
SECTION 5. Consents. The Members may take action required to be taken at a meeting of
the Members without a meeting if the action is evidenced by one or more written Consents
describing such action taken, which shall be signed by Members entitled to vote having not
less than the minimum number of votes necessary to authorize or take such action at a
meeting and such Consents shall be included in the minutes of the Company filed in the
Company records. Any action taken under this Section is effective when said number of
Members entitled to vote have signed the Consent, unless the Consent specifies a different
date of effectiveness. The record date for determining Members entitled to take action
without a meeting shall be the date the first Member signs a written Consent.
SECTION 6. Voting. At each meeting of the Members, each Member shall be entitled to
that number of votes as is proportionate to such Member's Percentage Interest in the
Company recorded on the books of the Company and may cast such vote either in person or
by proxy. Unless a greater requirement is otherwise specifically provided for in the Articles
of Organization, this Operating Agreement or the Act, an action, approval, resolution or
matter shall be deemed adopted by the Members upon an affirmative Majority Vote. A
Member may authorize another person or persons to act for such Member by written proxy,
which shall be valid for three (3) years unless the Member executing it specifies therein the
-6-
length and time for which such proxy is to continue in force. All proxies shall be in writing,
filed with the Secretary of the meeting either before or after the time of such meeting, and
by the Secretary entered or recorded in the minutes of such meeting.
SECTION 7. Ouorum and Adjournment. A quorum for the transaction of business at any
meeting shall consist of one or more Members, represented in person or by proxy, who
collectively own and hold a Majority Interest, but the Members present or represented at any
meeting thereof, less than a quorum, may adjourn the meeting from day-to-day or to a future
date or place. Whenever such meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At any adjourned meeting, the Members may transact any
business which might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each Member of
record entitled to vote at the adjourned meeting.
SECTION 8. Record Date. The record date for determining Members entitled to notice of
or to vote at a meeting of the Members shall be at the close of business on the day next
preceding the day on which such notice is given.
ARTICLE VI
Management of Company
SECTION 1. The management of the Company is reserved to the Members.
SECTION 2. The Members may delegate limited authority to any one or more of the
Members as the Members by unanimous vote deem necessary or advisable.
SECTION 3. As a means of carrying out management decisions made by the Members, the
Members may, at the annual meeting of the Members held each year, elect officers of the
limited liability company. If the Members choose to elect officers, they shall include a
President, a Secretary and a Treasurer, and in addition the Members may elect one or more
Vice -Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers as
the Members may from time to time deem advisable. Each officer so elected by the Members
shall hold office until such officer's successor is elected and qualified or until his or her
earlier resignation or removal. Any number of offices may be held by the same person, but
no officer need be a Member of the Company. The following shall be applicable to the
officers of the Company, if the Members choose to elect officers:
(a) The President shall preside at all Members' meetings, and shall perform
such other duties as are incident to this office. In addition to any powers and authority
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given by specific resolution of the Members or under the Act, the President, or the
Vice -President in the President's absence, shall have the following authority and
powers:
(1) To establish and maintain one or more bank accounts in the
name of the Company, in such banks as may be chosen by the President
and to deposit in said accounts and withdraw therefrom, monies
received by or on behalf of the limited liability company;
(2) To repair and maintain real estate and tangible personal property
owned or leased by the Company;
(3) To register or take title to assets of the Company, in its name or
in the name of a nominee, with or without disclosing the identity of the
principal or agent; or permit securities to be registered in "street name"
under a custodial arrangement with an established securities brokerage
firm, trust department, or other custodian;
(4) To acquire and determine amounts of insurance coverages
required by the purposes, property, or businesses of the Company;
(5) To pay from the funds of the Company, such assessments,
expenses or sums of money as the President deems expedient in respect
of any property of the Company, and pay other debts, obligations and
expenses of the Company;
(6) To employ such agents, accountants, attorneys and counsel as
may be reasonably necessary or desirable in the operation of the
businesses of the Company, and to pay them from funds of the
Company, reasonable compensation therefor;
(7) To compromise, settle or arbitrate any claims in favor of or
against the Company, and collect sums due the Company;
(8) To vote, in person or by proxy, any stock held by the Company,
and to exercise any and all rights of stockholders, bondholders and
security holders, with respect to any stocks, bonds or other securities,
including the exercise of subscription rights and conversion privileges,
and to participate in voting trusts with other stockholders and in
consolidation, merger, reorganization or financial readjustment of any
corporation or corporations, including the exchange of stock and
securities in connection therewith;
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(9) To do any and all other acts and things necessary or desirable for
the proper management and conduct of the businesses of the Company
in the ordinary course of business, as directed by the Members from
time to time.
(b) If one or more are elected, the Vice -President shall, in the absence or
disability of the President, perform the duties of the President and shall exercise all
authority of the President in the President's absence, and in addition shall have all
power and authority usually engaged by a person holding the office of Vice -President.
(c) The Secretary shall issue notices of all Member meetings, and shall
attend and keep the minutes of the same; shall have charge of all Company books,
records and papers; shall, if required, attest with the Secretary's signature written
contracts and other instruments with respect to the Company. One of the Assistant
Secretaries, in the absence or inability of the Secretary, shall sign all instruments and
perform all the duties of the Secretary and such other duties as may be required.
(d) The Treasurer shall have custody of all money and securities of the
Company. The Treasurer shall keep regular books of account and shall submit them,
together with all of the Treasurer's vouchers, receipts, records and other papers, to the
Members for their examination and approval as often as they may require; and shall
perform such other duties as are incident to the office of Treasurer. One of the
Assistant Treasurers, in the absence or inability of the Treasurer, shall sign all checks
and perform all the duties of the Treasurer and such other duties as may be required.
SECTION 4. The officers shall perform any and all managerial duties in good faith, in a
manner reasonably believed to be in the best interests of the Company, and with such care
as an ordinarily prudent person in a like position would use under similar circumstances. An
officer who so performs the duties of such officer shall not have any liability by reason of
being or having been an officer of the Company. An officer does not, in any way, guarantee
the return of the Members' capital contributions or a profit for the Members from the
operations of the Company. An officer shall not be liable to the Company or to any Member
for any loss or damage sustained by the Company or any Member, unless the loss or damage
shall have been the result of fraud, deceit, gross negligence, willful misconduct, or a
wrongful taking by the officer.
SECTION 5. Any officer or agent elected or appointed by the Members may be removed at
any time by a Majority Vote of the Members.
SECTION 6. To the maximum extent permitted under the Act, the Company shall indemnify
the officers and make advances for expenses. The Company shall indemnify its employees
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who are not officers to the fullest extent permitted by law, provided that the indemnification
in any given situation is approved by a Majority Vote of the Members.
SECTION 7. Any officer of the Company may resign at any time by giving written notice
to the Members of the Company. The resignation of any officer shall take effect upon receipt
of that notice or at such later time as shall be specified in the notice; and, unless otherwise
specified in the notice, the acceptance of the resignation shall not be necessary to make it
effective. The resignation of an officer who is also a Member shall not affect the officer's
rights as a Member and shall not constitute the withdrawal of a Member.
SECTION 8. The salaries and other compensation, if any, of the officers shall be fixed from
time to time by an affirmative Majority Vote of the Members, and no officer shall be
prevented from receiving that salary because such officer is also a Member of the Company.
ARTICLE VII
Capital Contributions
SECTION 1. Capital Contribution. No Member shall be required to make any additional
Capital Contribution; provided, however, this SECTION 1 shall not be deemed to prohibit
the Members from making additional Capital Contributions if the Members, by Majority
Vote, consent to the same and in the event that the Members consent to have an additional
Capital Contribution, each Member shall have the opportunity, but not the obligation, to
participate in such additional Capital Contribution in proportion to such Member's
Percentage Interest in the Company as it relates to the total of all Members' Percentage
Interests in the Company who are participating.
ARTICLE VIII
Capital Accounts
SECTION 1. Capital Account. On the books and records of the Company, there shall be
established and maintained a separate Capital Account for each Member. A Member's
Capital Account shall be increased by:
(a) The amount of money contributed by the Member to the Company, whether
initially or by additional contribution to capital;
(b) The fair market value of property contributed by the Member to the Company
(after deduction of liabilities);
(c) The Member's share of net profits of the Company; and
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(d) Allocations to the Member of income of the Company exempt from tax, as
described in Code Section 705(a)(1)(B).
Each Member's Capital Account shall be decreased by:
(a) The amount of money distributed by the Company to the Member;
(b) The fair market value of property distributed to the Member by the Company
(after deduction of liabilities against such properties);
(c)
The Member's share of net losses of the Company; and
(d) Allocations to the Member of expenses of the Company not deductible in
computing its taxable income, as described in Code Section 705(a)(2)(B).
The Capital Accounts of the Members are intended to be established and maintained in
accordance with the requirements of Section 704(b) of the Code and the Treasury
Regulations issued and promulgated thereunder. If it is the opinion of the accountants of the
Company that it is necessary to modify the manner in which the Capital Accounts of the
Members are to be handled in order to comply with Section 704(b) of the Code and related
Treasury Regulations, then notwithstanding anything set forth in this SECTION 1, the
methodology shall be so modified; provided, however, no such modification of the
methodology of maintaining Capital Accounts hereunder shall materially change the
economic agreement and arrangements between and among the Members.
SECTION 2. Transfer. If a transfer of a Membership Interest is permitted by the Members,
the transferee shall succeed to the Capital Account of the transferor to the extent it relates to
the transferred Membership Interest. If any such transfer is not all of the transferor's interest,
thcn the transferor's Capital Account balance shall be deemed to have been transferred pro
rata in proportion to that part of the Membership Interest transferred.
ARTICLE IX
Allocations and Distributions
SECTION 1. Allocations. The net profits or net losses of the Company for each taxable year
shall be allocated to the Members as follows:
B &M, LLC,
a Colorado limited liability company 28.75 %
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R & S, LLC,
a Colorado limited liability company 56.25 %
Randy Lehl 15.00 %
(the "Percentage Interests").
SECTION 2. Timing of Distributions. Except as otherwise provided herein, all distributions
of cash or other property shall be made at such time and from time to time as may be
specified by a Majority Vote of Members. Distributions shall be made to Members in
proportion to Percentage Interests unless otherwise mutually agreed upon by all Members.
For purposes of determining to whom distributions are to be made, the date on which the
resolution declaring the distribution is adopted shall be the record date for making such
determination.
SECTION 3. Insolvency. No distribution shall be declared and paid unless after the
distribution is completed, the assets of the Company are in excess of all liabilities of the
Company, exclusive of liabilities to Members. If a distribution is paid when the assets of the
Company are not in excess of all liabilities of the Company, exclusive of liabilities to
Members, then such excess distribution shall be returnable to the Company.
SECTION 4. Accounting Method. The profits and losses of the Company shall be
determined by applying accounting principles on a consistent basis. Whether to use the cash
method or the accrual method or generally accepted accounting principles shall be
determined by the Members.
SECTION 5. Return of Capital Contributions. No Member shall be entitled to interest with
respect to Capital Contributions or to the return of his or her Capital Contributions, except
as otherwise provided in this Operating Agreement.
SECTION 6. Loans to Company. This Operating Agreement shall not be construed to
prevent any Member from making secured or unsecured loans to the Company if such loans
are agreed to by the Majority Vote of the Members.
SECTION 7. Fiscal Year. The accounting period of the Company shall be the fiscal year
ending November 30.
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ARTICLE X
Dissolution
SECTION 1. Dissolution. The Company shall be dissolved by a Majority Vote of the
Members or upon occurrence of any other event which gives rise to dissolution under the
Act.
SECTION 2. Continuation of Business. In connection with such dissolution, the business
and affairs of the Company shall be wound up, but its separate existence shall continue until
a Certificate of Dissolution has been issued by the Colorado Secretary of State or until a
decree dissolving the Company has been entered by a court of competent jurisdiction.
SECTION 3. Authorized Acts. The Company shall:
(a) Proceed to collect its assets;
(b) Convey and dispose of such of its properties as are not to be distributed in kind
to its Members;
(c) Pay, satisfy or discharge its liabilities and obligations or make adequate
provisions for the payment or discharge thereof; and
(d) Do all other acts required to liquidate its business and affairs.
SECTION 4. Distributions to Members. After paying or discharging all of its obligations
or making adequate provision for payment or discharge thereof, the Company shall distribute
the remainder of its assets, either in cash or in kind, among the Members according to their
respective rights and interests, as follows:
(a) If the assets of the Company are to be distributed in kind, such assets
shall be distributed at their net fair market values in such proportions and manner as
may be agreed upon by all of the Members. In each such case, those assets shall be
deemed to have been sold as of the date of dissolution for their respective fair market
values, and the Capital Accounts of the Members shall be adjusted pursuant to the
provisions of this Operating Agreement to reflect such hypothetical sale.
(b) The positive Capital Account balance, if any, of each Member shall be
distributed to such Member, either in cash or in kind, as determined by mutual
agreement of the Members, with any assets being distributed in kind being valued for
purposes of distribution at their respective fair market values.
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(c) Any excess shall be distributed to the Members in accordance with their
Percentage Interests.
If a Member has a deficit or negative Capital Account balance, after taking into effect all
transactions, allocations and adjustments for all taxable years, including the year during
which such liquidation occurs, the Member shall have the obligation to make a supplemental
Capital Contribution to replenish such deficit or negative Capital Account balance, and such
negative Capital Account balance shall be considered a debt owed by the Member to the
Company.
After winding up, liquidating and distributing the assets of the Company as aforesaid, the
Company shall be terminated and appropriate representatives of the Company, including the
Members, shall comply with all applicable requirements of applicable laws pertaining to the
winding up of the Company's business and affairs and the final distribution of its assets.
SECTION 5. Certificate of Dissolution. When all debts, liabilities, and obligations of the
Company have been paid or discharged, or adequate provision has been made therefor, and
all of the remaining property and assets of the Company have been distributed to the
Members, a Certificate of Dissolution shall be prepared and filed with the Colorado Secretary
of State's office.
SECTION 6. Return of Capital. Unless otherwise expressly provided by law or in this
Operating Agreement, each Member, upon dissolution, shall look only to the assets of the
Company for the return of such Member's Capital Contributions. If, after payment of the
debts and liabilities of the Company, the net assets of the Company then remaining are
insufficient to return the entire Capital Contributions of a Member, such Member shall have
no recourse against any other Members.
ARTICLE XI
Miscellaneous Provisions
SECTION 1. Notice. Any notice, demand or communication required or permitted to be
given by any provision of this Operating Agreement shall be deemed to have been
sufficiently given or served for all purposes if delivered personally or if sent by registered
or certified mail, postage prepaid, addressed to the last known address of the party to whom
such notice is to be served as set forth in the records of the Company.
SECTION 2. Laws of Colorado. This Operating Agreement shall be governed and construed
in accordance with the laws of the State of Colorado, including but not limited to the Act.
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SECTION 3. Execution of Other Documents. Each Member, including each future Member,
hereby agrees to execute such other and further statements, powers of attorney, instruments
and documents necessary for the Company to comply with any applicable laws, rules, or
regulations or to perform on behalf of such Member as required by this Operating
Agreement.
SECTION 4. Headings. Headings in this Operating Agreement and other titles and captions
used in this Operating Agreement are for convenience only and shall not be considered in
construing or interpreting any provisions of this Operating Agreement.
SECTION 5. Waiver of Breach. No waiver of any breach of any covenant or agreement
herein contained shall operate as a waiver of any subsequent breach of the same covenant or
agreement or as a waiver of any breach of any other covenant or agreement and in the case
of a failure of any party to insist on strict performance of any covenant or condition of this
Operating Agreement, such failure shall not prevent the offended party from its right to
exercise any of its rights and remedies provided for herein with respect to any such default
or defaults occurring subsequently.
SECTION 6. Rights and Remedies. The rights and remedies provided in this Operating
Agreement are cumulative and the use of any one right or remedy by any party shall not
preclude or waive the right to use any or all other remedies, and the rights and remedies set
forth herein are given in addition to any other rights the parties may have under applicable
laws, rules and regulations.
SECTION 7. Severability. If any provision of this Operating Agreement shall be
unenforceable to any extent, the remainder of this Operating Agreement and its application
shall not be adversely affected thereby and such remainder shall be enforceable to the
maximum permitted by law.
SECTION 8. Unenforceable by Creditor. No provision of this Operating Agreement shall
be construed to be for the benefit of or enforceable by any creditor of the Company.
SECTION 9. Successors and Assigns. This Operating Agreement and its terms and
provisions shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns, to the extent permitted by the
foregoing provisions of this Operating Agreement.
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ARTICLE XII
Amendments
SECTION 1. Amendments. Except to the extent otherwise provided in the Articles of
Organization of the Company, this Operating Agreement and any of the provisions hereof
may be amended only by a Majority Vote of the Members.
The undersigned hereby agree, acknowledge and certify that the foregoing constitutes
the Operating Agreement of UFI Feeding, LLC, as adopted by all of the Members of the
Company effective as of July 1, 2011.
MEMBERS:
B & M, LLC,
a Colorado limited liability company
z, President
R & S, LLC,
a Colorado limited liability company
BY:
Sara Beall, President
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