HomeMy WebLinkAbout20090725.tiffSITE SPECIFIC DEVELOPMENT PLAN AND USE BY SPECIAL
REVIEW (USR) APPLICATION
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FOR PLANNING DEPARTMENT USE DATE RECEIVED:
RECEIPT # /AMOUNT # 1$ CASE # ASSIGNED:
APPLICATION RECEIVED BY PLANNER ASSIGNED:
Parcel Number L g % / _0? -0_00_0 90
(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 Alw iy Sec: 9 rim Rle', Section / , Township / North, Range West
Flood Plain: Zone District: /4 , Total Acreage: /y7, // , Overlay District:
Geological Hazard: , Airport Overlay District:
FEE OWNER(S) OF THE PROPERTY:
Name: / t—uc"/0ike .l;eJ >q6u Cv.frypyi
Work Phone # 3-732'Yo2/ Hom Phone # 970-361-5t11 mail
Address: 3 96 // ./may 7 V'
Address:
City/State/Zip Code i'e-eti 6* CU aO6 cji
Name:
Work Phone #
Address:
Home Phone # Email
Address:
• City/State/Zip Code
Name:
Work Phone #
Address:
Address:
City/State/Zip Code
APPLICANT OR AUTHORIZED AGENT (See Below: Authorization must accompany applications signed by Authorized Agent)
Name:
Work Phone # Home Phone # Email
Address:
Address:
City/State/Zip Code
Home Phone # Email
PROPOSED USE: C -u5 oiH See A:4
�
Ogle vG1e✓,e7 onf
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 mu includ-d with the application. If a corporation is the fee owner, notarized evidence must be
Illinclude catin t the signatory has to legal authority to sign for the corporation.
ner or Authorized Agent Date Signature: Owner or Authorized Agent
2009-0725
IEXHIBIT
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FOR COMMERCIAL SITES, PLEASE COMPLETE THE FOLLOWING INFORMATION
• BUSINESS EMERGENCY INFORMATION:
Business Name:
Ar/odk' G<ct Sd u y 'Peh-on"e:: 3o7-7�2- yU��
Address: T L/ 26 �GX /moo r City, ST, Zip: I*eA%4v� CO � GY f
Business Owner: c 1J/ey '`1Uw`t-- Phone: 97° : KC'
Home Address: 363t A/"'y S Z City, ST, Zip: / .9.0i Cal cad c S Z
List three persons in the order to be called in the event of an emergency:
NAME TITLE
ADDRESS PHONE
f/ent ,4≤'i.-a o‘......7ix Y)o97 /7/-7) S .z 7TH 3cr- co 6
/i`4 /�/•' owi,er ..77,r m.7. 79- 77 0 -381-32s>
Tv�h 4v 04...ter 3i*% '% 7? 77d-- Y' -JS2
/Business Hours: 79 - 7p Days: N _/
Type of Alarm: None Burglar Holdup Fire Silent Audible
Name and address of Alarm Company:
Location of Safe:
•********•*******************************************************************•******************************************************
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MISCELLANEOUS INFORMATION:
Number of entry/exit doors in this building: Location(s): ✓1i71 5 5J
Is alcohol stored in building? NO Location(s):
Are drugs stored in building? / 0� Location(s):
Are weapons stored in building? /Y/ O Location(s):
The following programs are offered as a public service of the Weld County Sheriffs Office. Please indicate the
programs of interest. Physical Security Check Crime Prevention Presentation
UTILITY SHUT OFF LOCATIONS:
A 1-9 F /1
Nar /r 11 sb A /oi cr0L Cf� o i-!"e-c
Main Electrical: MVO
� s �d>! � � 1 /tom
Gas Shut Off: MVO
Exterior Water Shutoff: Vqd/T S w of S r
Interior Water Shutoff: Nc2f7clG ,i.td d /-e_
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Turnpike Limited Liability Company
4626 WCR 65
Keenesburg, CO 80643
Corey Huwa, Owner/Manager
970-381-4042 Cell
USR Questionnaire
1. Explain, in detail, the proposed use of the property.
We propose to use this property for the daily operations, maintenance and
storage pertaining to our 6,000 acre family farming operation, and our custom
seeding business. The office will be occupied by four people with the ability
to add four more if needed. The warehouse will store seed in 501b bags, as
well as equipment. Seed will not be mixed on site or stored in bulk form. The
shop will be our maintenance/repair facility for our equipment and will also be
used to store equipment. The future lean to type shed will be used to store
equipment, hay, and misc. supplies. The yard will be used for outdoor storage
of equipment, straw, hay, trucks, and pickups. There will not be any sales at
this facility it will be operations only.
2. Explain how this proposal is consistent with the intent of the Weld County
Code, Chapter 22 of the Comprehensive Plan.
I believe our proposed use balances the responsibility of protecting
community health, safety and welfare with our private property rights. We are
in unison with the comprehensive plan on the importance of the established
agricultural businesses and associated infrastructures continuing to operate
without additional constraints. Some of our endeavors are considered
commercial but are directly related to agriculture. The intent of the code
seems to focus on maintaining agriculture in unison with industry and
urbanization. Our proposed use does take some ground out of agriculture
commodity production, but it will create a space to manage our farms and
equipment used in agriculture, as well as our ag-type equipment used for our
custom seeding business.
3. Explain how this proposal is consistent with the intent of the Weld County
Code, Chapter 23 and the zone district in which it is located
This site located in the agriculture district will be as protected as possible
from dangers such as flood and fire, while fostering the county's agricultural
and business economic bases. This land is considered nonprime farmland as it
does not have a consistent supply of quality water. (The high capacity
irrigation well is owned by others, we have a year by year lease to use the
water). We have planted trees and shrubs for future screen and wildlife. We
plan to plant 20 to 30 acres of native dry land grass and more trees for wildlife
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habitat. Our noise output will not exceed normal agriculture levels. Air and
water quality will be protected. We will not handle any radioactive materials.
Our heat and light output will be similar to that of the surrounding
populations. We will not allow the growth of any noxious weeds and will
continue to keep the facility maintained for a visually appealing site. Our
facility will use Maxim corn boilers for heat and Coolerado coolers for
cooling. These are "green" units that support our local agriculture economy
by using locally produced, replenish able, biomass for heat and super efficient
coolers for cooling.
4. What type of uses surround the site. (explain how the proposed use is
consistent and compatible with surrounding land uses).
A commercial feed lot and residences are directly adjacent to the north.
Residential houses are to the North, East, South, and West. The closest house
is approx. 1400 feet. We are completely surrounded by farmland for a
minimum of 1400 feet.
4 to 6 people will occupy this site during the daytime in the summer and less
in the winter. (This is office personnel).
35 people (summer) 20 people (winter) will be employed but will
not be on site at all times. These are field personnel, some of whom will report
directly to the field and not to the facility.
We will operate M -Sat 7am-7pm in the summer and M -F 7am-5pm winter
We have one post frame building, one steel building and plan to build one
open sided post frame building in the future.
We will have a few farm cats on the site.
We will have semi trucks weighing up to 80,0001bs, pickups, tractors and
employee vehicles accessing this site. Approx. 40 total per day.
Southeast Weld Fire Protection District will provide fire protection, the station
is 3 miles away.
Domestic well permit #275113
Septic permit # SP -0800021
Storage on the site will consist of seed in 50 lb bags, straw and hay in small
square, round and large square bales, and farm equipment as well as tractors,
pickups and trucks.
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6. Explain the proposed landscaping for the site.
The landscaping will consist of dry land grass, trees, and shrubs. All areas to
be driven on will be recycled concrete rock, we will have some small irrigated
patches of turf grass.
7. We do not plan on termination of the US?.
8. Explain how the storm water drainage will be handled on the site.
Storm water drainage is naturally occurring. Every thing to the west of the
building drains to the west into existing vegetation, everything to the North
and east drains into existing vegetation. The site did not require excessive
grading work, the grading that was done was kept at 1% to insure no erosion
problems would be present.
9. Explain how long it will take to construct this site and when construction
and landscaping is scheduled to begin.
Construction has begun and should be finished by September 2008
Landscaping will start fall of 2008 and should be finished by summer of 2009
10. Explain where storage and/or stockpile of wastes will occur on this site.
No waste will be stored or stockpiled on this site.
• USR-1686
Office & associated parking
Parking
Office/warehouse
Total SF
Total Acres
15,000 imperv. Ratio 0.333333
7,500 Required Storage in Acre-feet
22,500 WQCV inches 6HR 0.11 0.004735
0.516528926 12 HR 0.13 0.005596
24 HR 0.14 0.006026
40 HR 0.16 0.006887
Truck/Equipment parking area
Parking SF 240,000 No buildings no hard surfaces
Total Acres 5.509641873
Parking
Shop
Total SF
Total Acres
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Check calculation
Per the equation use the 40 -hr drain time a = 1.0
W QCV=a1.91 i^3-1.19i^2+0.78i)
WQCV
Impery Ratio
Total SF
required storage volume in SF
required syage volume
0.161481481
0.333333333
22,500
302.7778
0.006951
0.092161699
0.147666738
93,860
720.8581
0.016549
TOTAL
1023.636
0.023
80,000 Imperv. Ratio 0.147667
13,860 Required Storage in Acre-feet
93,860 WQCV inches 6HR 0.06 0.010774
2.154729109 12 HR 0.07 0.012569
24 HR 0.08 0.014365
40 HR 0.09 0.01616
TOTALS
6 HR
12 HR
24 HR
40 HR
Acre-feet of storage required
0.015508
0.018165
0.020391
0.023048 okay
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WATSE HANDLING PLAN
Turnpike Limited Liability Company
4626 CR 65
Keenesburg, CO 80643
The facility will generate approximately 400 gallons of waste oil annually;
this oil will be stored in approved containers and used by neighboring
farmers and businesses to be burned in waste oil heaters. If nessesary used
oil will be handled by Raptor used oil Recovery 4440 Navajo Ct, Greeley
CO 80634 970-346-8208
We will also generate up to 3 regular sized dumpsters full of everyday trash
bi-weekly. This trash removal is currently contracted to Gray Brother's
trash service out of Keenesburg, CO 303-732-4209.
Chemicals stored on site will be:
Penetrating oil (5-10 aerosol cans), Paint (5-10 aerosol cans), Brake
cleaner (5-10 aerosol cans), Starting fluid (5-10 aerosol cans), normal
household cleaners, weed killer (2 - 5 gallons). All chemicals will be
stored, used, and disposed of in a safe & responsible manner in
conjunction with all applicable laws. If chemical disposal is needed
we will use the small business generator program at HHW site in
Weld County.
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DUST ABATEMENT PLAN
Turnpike Limited Liability Company
4626 CR 65
Keenesburg, CO 80643
We are proposing the following mitigation controls to ensure that fugitive dust particles
do not leave the property.
1) The entrance to the site will be hard surfaced for a minimum of 50 feet.
2) On -site vehicle speeds will be restricted to reduce the amount of dist
generated.
3) All driven surfaces will be covered with aggregate.
4) All non -driven surfaces will be vegetated with native grasses, trees, or shrubs.
5) We anticipate the amount dust generated from vehicles driving on the gravel
entrance to be equal to or less than the amount generated by vehicles traveling
on the county roads. If needed we will water our driveway and yard to
mitigate dust.
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USR -1686, Turnpike LLC
Public Works
Don Dunker
1. Please see attached water quality calculations
2. We will have a 60' radius for site access onto WCR 65
3. Oil and gas traffic will access the existing gas well to the east or the USR area using
the same access as always (from the east). Our USR area has no effect on their access.
4. The width of our access road will be noted on the final plat.
5. All line types will be noted on the final plat.
6. What is a private improvement agreement & how do I get it.(Waiting for Rich
I ►astings to get me the nek+ lorm)
7. We understand that a permit will be required for work within the ROW.
8. Parking stalls will not be delineated for snow removal purposes and because this is a
gravel surfaced area. We do not sell anything from this facility therefore, only our
employees will be utilizing the parking area. We will install the required stop blocks next
to the building.
Identify Results
Page 1 of 1
Account#: R0132694
WELD COUNTY ASSESSOR
PROPERTY PROFILE
Tax Area: 2449 Bordering County:
Acres: 147.11
Parcel#: 147709000080
Township Range Section Ouart. Sec. Subdivison Name Block# Lot#
01-63-09-0
,«.ems:a .aa aw,Nw nw5m Gewwmrauavanasu9e,-3gfflawm li,.».vu-.:a,rc,r,,3n:FR war.
Owners Name & Address:
TURNPIKE LIMITED LIABILITY CO
3964 HWY 79
KEENESBURG, CC 80643
Business/Complex:
Sale Date Sale Price
3/14/2007 $90,060
Property Address:
Street: WELD
City: WELD
Sales Summary
Deed Type
SWD
Legal Description
Reception #
3463826
PT NW4 9-1-63 LOT B REC EXEMPT RE -1514 (3.45R3D)
Land Type
Agricultural
Agricultural
Agricultural
Agricultural
Land Subtotal:
Abst Code
4127
4117
4117
4117
Land Valuation Summary
Unit of Number of
Measure Units
Acres 27.11
Acres 26.33
Acres 55.25
Acres 38.42
Actual Value
Assessed
Value
147.11 $51,013 $14,790
No Buildings on Parcel
http://maps2.merrick.com/Website/Weld/setSgl.asp?cmd=QUERY&DET=PP&pin=1477... 09/09/2008
Weld County Treasurer
Statement of Taxes Due
Account Number R0132694 Parcel 147709000080
Assessed To
TURNPIKE LIMITED LIABILITY CO
3964 HWY 79
KEENESBURO, CO 80643
Legal Description Sims Address
PT NW4 9-1-63 LOT B REC EXEMPT RE -1514 (3.45R3D)
Year
2007
Charges
Tax
Billed
$948.00
Payments
$948.00
Balance
$0.00
Grand Total Due as of 11/21/2008 $0.00
Tax Billed at 2007 Rates for Tax Area 2449 - 2449
Authority
WELD CO GENERAL FUND
SCHOOL DIST RE3J - GENERAL
SCHOOL DIST REM - BOND & I
SCHOOL DIST REM - ABATEMEN
SCHOOL DIST REM - OVERRIDE
CENTRAL COLO WATER (CCW)
LOST CREEK GROUNDWATER (LCG
S. E. WELD FIRE
AIMS IC -GENERAL
AIMS JC -ABATEMENTS
WELD LIBRARY DISTRICT
Taxes Billed 2007
* Credit Levy
MM Levy Amount Values
16.804000* $248.54 4117
10.845000 $160.40 4127
15.859000 $234.56 Total
0.017000 $0.25
3.987000 $58.97
0.487000* $7.20
0.773000 $11.43
5.764000 $85.25
6.299000 $93.16
0.009000 $0.13
3.253000 $48.11
64.097000 $948.00
Actual Assessed
$50,311 $14,590
$702 $200
$51,013 $14,790
ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE
LIENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES.
CHANGES MAY OCCUR AND THE TREASURERS OFFICE WILL NEED TO BE CONTACTED PRIOR TO REMITTANCE AFTER THE
FOLLOWING DATES: PERSONAL PROPERTY AND MOBILE HOMES -AUGUST 1, REAL PROPERTY - AUGUST 1.
Weld County Treasurer
P.O. Box 458, Greeley CO 80832
1400 N 17th Ave, Greeley CO 80631
(970) 353-3845 ext. 3290
Nov 21, 2008 9:39:10 AM Page 1 of 1
IVELIi.COUNTY 1REASTJREi
Pursuant to the Weld, County Subdivision Ordinance, the attached
utatement(s) ofTaxes Due, issued by the Weld county Treas ff er, are
Evidence thatas of this date, -all property taxespeeial assessments and
Prior tax liens currently due and payable connectedparcel(s)
identified #frereu-have; been pain
t lei
ate:
• DRAFT •
OPERATING AGREEMENT
OF
HUWA FARMS, LLC
This Operating Agreement (the "Agreement") is made and entered into effective as of the 13th
day of December, 2002 by and between Richard F. Huwa, Brent R. Huwa, Corey Huwa and Tyrun
Huwa each of whom is sometimes hereinafter designated "Member" and all of whom are sometimes
hereinafter designated collectively "Members". In consideration of the mutual promises, covenants
and conditions hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which the Members acknowledge, the Members agree as follows:
ARTICLE I.
DEFINITIONS
The following terms used in this Agreement shall have the following meanings (unless otherwise
expressly provided herein);
(a) "Capital Account" as of any given date shall mean the Capital Contribution to the Company
by a Member as adjusted up to the date in question pursuant to Article VIII.
(b) "Capital Contribution" shall mean any contribution, in cash or property, to the capital of the
Company made by a Member, whenever contributed. "Initial Capital Contribution" shall mean the
initial contribution to the capital of the Company pursuant to this Agreement.
(c) "Code" shall mean the Internal Revenue Code, as amended, or corresponding provisions of
subsequent superseding federal revenue laws.
(d) "Colorado Act" shall mean the Colorado, LLC Act, Title 7, Article 80 of the Colorado
Revised Statutes, et seq.
(e) "Company" shall refer to Huwa Farms, LLC.
(f) "Distributable Cash" shall mean all cash, revenues and funds received by the Company from
Company operations, less the sum of the following to the extent paid or set aside by the Company:
(i) all principal and interest payments on indebtedness of the Company and all other sums payable
to lenders; (ii) all expenditures incurred in the operation of the Company's business; (iii) such cash
reserves as the Manager(s) deems, in his or her sole discretion, appropriate to the proper operation
of the Company's business.
(g) "Entity" shall mean any general partnership, limited partnership, limited liability company,
corporation, joint venture, trust, business trust, cooperative or association.
(h) "Fiscal Year" shall mean the Company's fiscal year, which shall be the calendar year.
(i) "Interest" shall mean the percentage of ownership interest in the Company as set forth after
each Member's name in Article IX, Section 9.01 of this Agreement.
(3) "Manager" shall initially mean all members indicated above. Following the first annual
meeting of the Company "Manager" shall mean the person or persons elected by the Members of the
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Company to manage it pursuant to Section 7-80-402 of the Colorado Act. Until changed pursuant
to the terms of this Agreement, there shall be four Managers. References to the Manager(s) in the
singular or as him, her, it, itself, or other like references shall also, where the context so requires,
by deemed to include the plural or the masculine or feminine reference, as the case may be.
(k) "Member" shall mean each party who executes this Agreement, or any counterpart thereof,
as a Member and each of the parties who may hereafter become additional or substituted Members.
(1) "Agreement" shall mean this Agreement as originally executed and as amended from time to
time.
(m) "Person" shall mean any individual of Entity, and the heirs, executors, administrators, legal
representatives, successors, and assigns of such "Person" where the context so admits.
(n) "Property" shall mean all assets owned by the LLC.
(o) "Substitute Member" shall mean any Person or Entity who or which is admitted to all of the
rights of a Member who has died or transferred and assigned part or all of his or her Interest in the
Company with the approval of all of the Members or as otherwise provided herein. The Substitute
Member has all the rights and powers and is subject to all the restrictions and liabilities of his
assignor. The substitution of the assignee does not, by itself, release the assignor from liability to
the Company.
ARTICLE II.
FORMATION OF COMPANY
2.01 Formation. On December 13, 2002 the Members organized a Colorado Limited Liability
Company under and pursuant to the Colorado Act, with their CPA serving as the organizer on their
behalf.
2.02 Name. The name of the Company is Huwa Farms, LLC.
2.03 Principal Place of Business. The principal place of business of the Company shall be 3964
Colorado Highway 79, Keenesburg, Colorado 80643. The Company may locate its places of
business and registered office at any other place or places as the Manager(s) from time -to -time deem
advisable.
2.04 Registered Office and Registered Agent. The Company's registered office in Colorado
shall be located at (same as principal place of business) and the name of its initial registered agent
at such address shall be Richard Huwa.
2.05 Term. The term of the Company shall be thirty (30) years from the date of filing of the
Company's Articles of Organization with the Secretary of State of the State of Colorado, unless the
Company is earlier dissolved in accordance with either the provisions of the Agreement or the
Colorado Act. Any dissolution of the Company in contravention of this Agreement shall be a
material breach of this Agreement.
ARTICLE III.
BUSINESS OF COMPANY
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3.01 Permitted Businesses. The business of the Company shall be engaged in farming, crop
management and related endeavors, and to do all acts incident to such purpose, all with a view to
the production of a profit.
3.02 Other Businesses. The Company may also engage in any other business allowed under
Colorado law which the Members may approve by unanimous vote.
ARTICLE IV.
NAMES AND ADDRESSES OF MEMBERS
The names, addresses, social security numbers and percentage of ownership of the Members are
as follows:
Richard F. Huwa
3964 Colorado Hwy 79
Keenesburg, CO 80643
Brent R. Huwa
3964 Colorado Hwy 79
Keenesburg, CO 80643
Corey Huwa
3964 Colorado Hwy 79
Keenesburg, CO 80643
Tyrun L. Huwa
3964 Colorado Hwy 79
Keenesburg, CO 80643
SSN 523-80-7350 25%
SSN 523-19-6820 25%
SSN 523-19-6834 25%
SSN 523-19-6900 25%
ARTICLE V.
RIGHTS AND DUTIES OF MANAGER
5.01 Management. The business and affairs of the Company shall be managed by its designated
Manager or Manager(s). Each Manager shall direct, manage and control the business of the
Company to the best of his or her ability and, subject to the limitations contained in the Agreement,
the Manager has the complete authority to do any and all things which the Manager shall deem to
be in the best Interests of the Company.
5.02 Number, Tenure and Qualifications. The number of Manager(s) of the Company shall be
fixed from time to time by the affirmative vote of Members holding a majority of the Company's
Interests. Initially, there shall be four Managers. The initial Managers shall be Members executing
this Agreement. Each initial Manager shall serve until his successor shall be elected and qualified.
Each Manager shall hold office until the next annual meeting of Members or until his or her
successor shall have been elected and qualified. The Manager shall be elected by the affirmative vote
of Members holding a majority of the Company's Interests. The parties acknowledge that, in the
event that Members holding a majority of the Company's Interest cannot agree upon the election of
the Manager at the annual meeting of Members, then each of the Manager then in office shall
continue to serve until his or her successor shall be elected and qualified. The Managers need not
be residents of the State of Colorado or Members of the Company.
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5.03 Certain Powers of Manager(s). Subject to the rights and powers vested in the other
Members by law and subject to the restrictions as are hereinafter set forth, the Manager(s) shall have
the power and authority, for and on behalf of the Company to (i) execute and consummate purchases;
(ii) commit, encumber and obligate the Company for advancement of the company objectives; (iii)
operate, lease, manage and maintain the offices and enter into and execute on the Company's behalf
all contracts and instruments which they deem, in their reasonable discretion, advisable and
appropriate to discharge such purpose and duties of operating, managing and conducting business;
and (iv) pay all expenses and make all debt service payments of the Company on a timely basis.
Unless authorized to do so by this Agreement or by the Members, no Member, agent, or employee
of the Company shall have any power or authority to bind the Company in any way, pledge its credit,
or render it liable for any purpose. However, a Manager may act by a duly authorized attorney -in -
fact.
The Manager(s) shall have the authority to delegate their duties and responsibilities under this
Agreement; provided, however, that regardless of any delegation of duties and responsibilities, the
Manager(s) shall remain ultimately responsible for the proper and complete performance of such
duties and responsibilities.
5.04 Restriction on Powers of Manager(s). Without the affirmative vote of Members holding a
majority of the Company's Interests, the Manager(s) shall not be authorized to (a) enter into any
contract or agreement to borrow funds, or to encumber the Company or the assets of the Company;
(b) enter into any contract or agreement, or disburse funds, for any single expenditure of more than
$10,000 or the cumulative expenditure of more than $25,000 for any single project ; (c) create
reserves for future expenses or capital expenditures; (d) enter into or modify, terminate, or otherwise
alter any agreement on behalf of the Company with respect to part or all of the Property; (e) enter
into any transaction with himself, a Member of his family, or any Entity affiliated with the
Manager(s); and (f) receive compensation from any persons related to the Property or his activities
with respect thereto, which is not specifically provided for in this Agreement.
5.05 Liability for Certain Acts. The Manager(s) shall exercise his or her business judgment in
managing the business operations and affairs of the Company. Unless fraud, deceit, gross
negligence, wilful misconduct or a wrongful taking shall be proved by a nonappealable court order,
judgment, decree or decision, a Manager(s) shall not be liable or obligated to the Members for any
mistake of fact or judgment or for the doing of any act of the failure to do any act by the Manager(s)
in conducting the business, operations and affairs of the Company, which may cause or result in any
loss or damage to the Company or its Members. A Manager(s) 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. A Manager(s) shall not be responsible to any Member because of a loss of their
investment or a loss in operations, unless the loss shall have been the result of fraud, deceit, gross
negligence, wilful misconduct or a wrongful taking by a Manager(s) proved as set forth in this
Section. A Manager(s) shall incur no liability to the Company or to any of the Members as a result
of engaging in any other business or venture.
5.06 Manager(s) - No Exclusive Duty to Company. A Manager shall not be required to manage
the Company as his or her sole and exclusive function and he or she (or any Manager) may have
other business Interests and may engage in other activities in addition to those relating to the
Company. However, this Section 5.06 shall not relieve the Manager(s) of his duty of good faith, his
duty to use his best efforts in the execution and performance of his duties and his fiduciary duty to
the Company. Neither the Company nor any Member shall have any right, by virtue of this
Agreement, to share or participate in such other investments or activities of the Manager(s) or in the
income or proceeds derived therefrom.
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5.07 Bank Accounts. A Manager may from time to time open bank accounts in the name of the
Company, and the Manager(s) or their appointee shall be the signatory thereon, unless the Manager(s)
determine otherwise.
5.08 Indemnity of the Manager(s). The Manager(s) shall be indemnified by the Company under
the following circumstances and in the manner and to the extent indicated:
(a) In any threatened, pending or completed action, suit or proceeding to which a Manager(s)
was or is a party or is threatened to be made a party by reason of the fact that he or she is or was
a Manager(s) of the Company (other than an action by or in the right of the Company) involving an
alleged cause of action for damages arising from the performance of his or her activities on behalf
of the Company, the Company shall defend and indemnify such Manager(s) against expenses,
including attorneys' fees and court costs, judgments and amounts paid in settlement, actually and
reasonably incurred by him or her in connection with such action, suit or proceeding, if the
Manager(s) acted in good faith and in a manner he or she reasonably believed to be in or not opposed
to the best Interests of the company, and provided that his or her conduct has not been found by a
nonappealable court judgment, order, decree or decision to constitute fraud, deceit, gross negligence,
wilful misconduct, a wrongful taking, or a breach of his or her fiduciary obligations to the Company
or the Members. The termination of any action, suit or proceeding by judgment, order, or
settlement shall not, of itself, create a presumption that the Manager(s) did not act in good faith and
in a manner which he or she reasonably believed to be in or not opposed to the best interest of the
Company.
(b) To the extent the Manager(s) has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Subsection (a) above, or in defense of any claim,
issue or matter therein, the Company shall defend and indemnify the Manager(s) against the expenses,
including reasonable attorneys' fees and court costs, actually and reasonably incurred by him or her
in connection therewith.
(c) The indemnification set forth in this Section shall in no event cause the Members to incur
any liability beyond their total Capital Contributions plus their share of any undistributed profits of
the Company, nor shall it result in any liability of the Members to any third party.
5.10 Removal. A Manager may be removed, for Cause, from his position as Manager of the
Company. "Cause", under this section, shall mean any (i) Manager's wilful dishonesty towards,
fraud upon, crime against, or deliberate injury or attempted injury to the Company, (ii) Manager's
failure or inability to substantially comply with Manager's duties under Article V herein, (iii)
Manager's breach of fiduciary duty to the Company or the Members; or (iv) Manager's conviction
for any felony crime which reflects upon his or her suitability as Manager of the Company or his or
her ability to perform under this Agreement. If any Member(s) believes that there is Cause to
remove the Manager from his position as Manager of the Company, the alleging Member(s) shall
give written notice to the Manager and notice to the other Members. Upon notification, the Manager
and the Members agree to submit to binding arbitration of the issue of whether Cause exists to
remove the Manager from his position as Manager of the Company. The Company shall pay the
cost and expenses of the arbitration, however the Manager and alleging Member(s) shall be
responsible for paying any of their own costs and expenses incurred in such arbitration. If, after a
hearing in which both the Manager and the alleging Member(s) are allowed to present their claims
and defenses, the arbitration determines that Cause does exist for the removal of the Manager, then
the affirmative vote of Members entitled to vote and holding a majority of the Interests in the
Company may remove the Manager from his position as Manager of the Company. For the purposes
of such a vote, any Manager who is also a Member shall not be entitled to vote his Interest.
Upon receipt of the notification of Cause for removal of the Manager the Members (other than the
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Manager if the Manager is also a Member) shall by vote of a majority of such Members appoint an
interim Manager to assume the duties of the Manager pending determination of the arbitration
proceeding and the installation of the former Manager or a new Manager to undertake the
responsibilities of the Manager. During the service of any such interim Manager, the Manager shall
not be responsible for the actions of such interim Manager or for the performance of any other duties
as Manager during such interim period.
The removal for Cause (other than an inability to substantially comply with the Manager's duties
resulting from the disability of the Manager) of any Manager who is also a Member shall be a breach
of this agreement by such Manager, and the Company and/or the other Members of the Company
shall be entitled to seek any and all remedies available at equity or in law against the Manger.
5.11 Vacancies. Any vacancy in the number of Manager(s) occurring for any reason, other than
as set forth in the Section 5.08, may be filled by the affirmative vote of a majority of the remaining
Manager(s) then in office, provided that if there are no remaining Manager(s), the vacancy(ies) shall
be filled by the affirmative vote of Members holding a majority of the Company's Interests. Any
Manager's position to be filled by reason of an increase in the number of Manager(s) shall be filled
by the affirmative vote of a majority of the Manager(s) then in office or by an election at an annual
meeting or at a special meeting of Members called for that purpose, by the affirmative vote of
Members holding a majority of the Company's Interests. A Manager elected to fill a vacancy shall
be elected for the unexpired term of his or her predecessor in office and shall hold office until the
expiration of such term and until his or her successor shall be elected and shall qualify or until his
or her earlier death, resignation or removal. A Manager chosen to fill a position resulting from an
increase in the number of Manager(s) shall hold office until the next annual meeting of Members and
until his or her successor shall be elected and shall qualify, or until his or her earlier death,
resignation or removal.
5.12 Insider employment. The fact that a person or Entity is a Member or is employed by or is
directly or indirectly interested in or connected with any Member or any person or Entity employed
by the Company to render any service or from whom the Company may buy merchandise (an
"Affiliate") shall not prohibit the Manager from employing or dealing with such person or Entity;
provided, however, that any contract, employment or arrangement with such person or Entity shall
be on an arms -length basis, disclosed to the other Members, approved by Members owning a
majority of the Interest in the Company, and shall be fair and reasonable.
ARTICLE VI.
RIGHTS AND OBLIGATIONS OF MEMBERS
6.01 Limitation of Liability. Each Member's liability shall be limited as set forth in the Colorado
Act and other applicable law.
6.02 Company Debt Liability. A Member will not personally be liable for any debts or losses
of the Company beyond his or her respective Capital Contributions, except as provided by Colorado
law.
6.03 Additional Capital Contributions. No Additional Capital Contributions shall be permitted
unless required as provided in this Section. Additional Capital Contributions in excess of those
required under Section 8.01, below, shall be required of each Member only upon the affirmative vote
of Members holding at least 51% of the Interests in the Company. If such Additional Capital
Contributions are approved as required, they shall be made in the ratio that profits and losses are
shared under Section 9.01 and shall be due and payable in such manner and at such times upon which
the Members agree by such affirmative vote of Members. If a Member shall fail to remit a
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contribution on the date due, a non -defaulting Member shall have the right to make the payment on
behalf of the defaulting Member. If the defaulting Member fails to remit the full amount of the
delinquent contribution within 30 days after the payment by the non -defaulting Member(s), without
prejudice to other remedies provided by this Agreement or by law, is authorized:
(a) To sue for any unpaid assessment, together with reasonable attorneys; fees, court costs,
and interest on such assessment at the rate of prime plus 1% per annum;
(b) To receive a first and preferred lien on the defaulting Member's Interest, together with
revenues, rights and benefits attributable thereto, and to withhold and apply such revenues to the
payment of any such unpaid assessment, or any portion thereof, until such unpaid assessment (and
past due charges) is paid in full.
6.04 List of Members. Upon written request of any Member, the Manager(s) shall provide a list
showing the names, addresses and Interests of all Members in the Company. Subject to the Colorado
Act and upon reasonable request, each Member shall have the right, during ordinary business hours,
to inspect and copy such Company documents at the Member's expense.
6.05 Priority and Return of Capital. No Member shall have priority over any other Member,
either as to the return of Capital Contributions or as to Net Profits, Net Losses or Distributions;
provided that this Section shall no apply to payment of compensation for services rendered or
repayment of loans (as distinguished from Capital Contributions) which a Member had made to the
Company.
6.06 Compensation of Members. Upon unanimous approval of the Members of the Company,
the Manager shall determine if any Member, including himself or herself, is entitled to compensation
for services rendered to the Company and the amount of such compensation. Upon such Member
approval, the Manager is also specifically delegated the power and authority to pay such amount for
and on behalf of the Company.
ARTICLE VII.
MEETINGS OF MEMBERS
7.01 Annual Meeting. The annual meeting of the Members shall be held on the 2nd Tuesday in
December or on such other date or time as shall be determined by resolution of the Members,
commencing with the year 2003, for the purpose of the transaction of such business as may come
before the meeting.
7.02 Special Meeting. Special meetings of the Members for any purpose or purposes, unless
otherwise prescribed by statute, may be called by any Manager or by any one Member.
7.03 Place of Meeting. The Members calling the meeting, or the Manager in case of the annual
meeting may designate any place the Members may unanimously agree, as the place of meeting for
any meeting of the Members. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the principal executive office of the Company in the State of Colorado.
7.04 Notice of Meeting. Except as provided in Section 7.05 herein, written notice stating the
place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall
be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the Managers or persons calling the meeting, to each
Member entitled to vote at such meeting. If mailed, such notices shall be deemed to be delivered
as provided in Section 12.01.
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7.05 Meeting of all Members. If all Members entitled to vote at any meeting shall meet at any
time and place and consent to the holding of a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting lawful action may be taken.
7.06 Record Date. For the purpose of determining Members entitled to notice or to vote at any
meeting of Members or any adjournment thereof, or Members entitled to receive payment of any
distribution, or in order to make a determination of Members for any other
purpose, the date on which notice of the meeting is mailed or the date on which the resolution
declaring such distribution is adopted, as the case may be, shall be the record date for such
determination of Members. When a determination of Members entitled to vote at any meeting of
Members has been made as provided in the Section, such determination shall apply to any
adjournment thereof.
7.07 Quorum. Members holding a majority of the Company's Interests, represented in person
or by proxy, shall constitute a quorum at any meeting of Members. In the absence of a quorum at
any such meeting, Members holding at least a majority of the Interests of the Company may adjourn
the meeting from time to time, for a period not to exceed sixty (60) days without further notice.
However, if the adjournment is for more than sixty (60) 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 meeting.
At such adjourned meeting at which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as originally noticed. The Members
present at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal during such meeting of that percentage of Interests whose absence
would cause less than a quorum.
7.08 Manner of Acting. Except as otherwise specifically provided in this Agreement, if a quorum
is present, the affirmative vote of Members holding a majority of the company's Interests, shall be
the act of the Members.
7.09 Proxies. At all meetings of Members, a Member may vote in person or by proxy executed
in writing by the Member or by a duly authorized attorney -in -fact. Such proxy shall be filed with
the Manager(s) of the Company before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
7.10 Action by Members Without a Meeting. Action required or permitted to be taken at a
meeting of Members may be taken without a meeting if the action is evidenced by one or more
written consents describing the action taken, signed by each Member entitled to vote and delivered
to the Manager(s) of the Company for inclusion in the minutes or for filing with the company
records. Action taken under this Section 7.10 is effective when all Members entitled to vote have
signed the consent, unless the consent specifies a different date.
The record date for determining Members entitled to take action without a meeting shall be the
date the first Member signs a written consent.
7.11 Waiver of Notice. When any notice is required to be given to any member, a waiver
thereof in writing signed by the person entitled to such notice, whether before, at, or after the time
stated therein, shall be equivalent to the giving of such notice.
7.12 Voting. The members holding interests shall possess sole voting rights with respect to the
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Company, unless otherwise provided by the Colorado Act. The percentage vote to which a member
holding interests shall be entitled shall be the fraction the numerator of which is the percentage
interest which the member holds and the denominator of which is the aggregate percentages held by
all members.
ARTICLE VIII.
CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS
8.01 Members' Capital Contributions. Each member shall contribute equipment (FMV) and/or
cash in equal amounts.
8.02 Capital Accounts.
(a) A separate Capital Account shall be maintained in the name of each Member. Initially
each Member's Capital Account shall be credited with the fair market value of his or her Initial
Capital Contribution, net of liabilities assumed by the Company and liabilities to which the
contributed property is subject.
(b) The Capital Account of each Member shall thereafter be increased by:
(1) The amount of any cash and the fair market value of any property subsequently
contributed to the Company by such Member (net of liabilities assumed by the Company and
liabilities to which the contributed property is subject);
(2) The amount of any profits or separately stated items of income or gain allocated to
such Member pursuant to this Agreement;
(3) Such Member's share of the Company's income or gain which is not includable in
computing the Company's profits and losses, including separately stated items of income or gain; and
(4) The amount of any of the Company's liabilities that are assumed by such member or
that are secured by any of the Company's property distributed to such member, except to the extent
that such liabilities reduce or limit the Capital Account debit under Section 8.02 (c) (2) below.
(c) The Capital Account of each Member shall be decreased by:
(1) The amount of any Company losses or any separately stated items of deduction or loss
allocated to such Member pursuant to this Agreement;
(2) The amount of all cash distributions and the fair market value of property distributions
(net of liabilities assumed by such Member and liabilities to which the distributed property is subject)
to such member.
(3) Such Member's share of any expenditures of the Company which are not deductible
in computing the Company's profits and losses and which are not properly capitalizable, including
separately state items of loss or deductions.
(4) The amount of any liabilities of such member that are assumed by the Company or that
are secured by property contributed by such Member to the company, except to the extent that such
liabilities reduce or limit the Capital Account credit under Section 8.02(b)(1) above.
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(d) For purposes of this Section, any unrealized appreciation or decline in value with respect
to assets distributed in kind shall be allocated among the Members in accordance with the provisions
of the Article IX of this Agreement, as though such assets had been sold for their fair market value
on the date of distribution, and the Members' Capital Accounts shall be adjusted to reflect both the
deemed realization of such appreciation or decline in value and the distribution of such property.
(e) If a Member's Interest is sold, exchanged or otherwise transferred, the Capital Account
of the transferee shall be the same as the Capital Account of the transferor Member immediately
before the transfer, unless the Manager(s) shall determine otherwise.
(f) A loan made by a Member to the Company shall not be considered a contribution to be
credited to the Capital Account of the Member.
(g) The foregoing and other provisions of this Agreement relating to the maintenance of
Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b) and shall be
interpreted and applied in a manner consistent with such Regulations.
(h) The Company shall not pay any interest to a Member on such Member's Capital
Contributions to the Company. Nothing herein provided shall prevent or prohibit the accrual and
payment of interest by or to a Member, the Company or third parties for loans.
8.03 Withdrawals or Reduction of Members' Contributions to Capital.
(a) A Member shall not receive out of the Company's property any part of the Company's
contributions to capital until all liabilities of the Company, except liabilities to Members on account
of their contributions to capital, have been paid or there remains property of the Company sufficient
to pay them.
(b) No Member shall have the right to withdraw any part of his or her initial or Additional
Capital Contributions except (a) with the consent of the Manager(s), or (b) except as otherwise
specifically permitted pursuant to the terms of this Agreement. Under circumstances requiring a
return of a Member's Capital Contributions, no Member shall have the right to receive property other
than cash. In the case of distributions in liquidation of the Company, the Manager(s) may, in his or
her sole discretion, make distributions in kind, including the distribution of a percentage of an asset,
provided that the Manager shall have a duty of impartiality with respect to such distributions in
liquidation. No Member shall have priority over any other Member as to return of his or her Capital
Contribution(s) or as to distributions, except as otherwise provided in the Agreement. Each Member
shall look solely to the assets of the Company for the return of his or her Capital Contribution(s),
and if the assets of the Company for the return of his or her Capital Contribution(s), and if the assets
of the Company are insufficient to return a Member's Capital Contribution(s), such Member shall
have no recourse against any other Member for that purpose. No Member shall be required to
restore to the Company or to any of the Members the amount of the deficit balance, if any, in such
Member's Capital Account, and neither the Company nor such other Members shall have any claim
against a Member to restore a Capital Account deficit or to require additional contributions or
payments to equalize or proportionalize the Member's Capital Account.
ARTICLE IX.
ALLOCATIONS, INCOME TAX, ELECTIONS AND REPORTS
9.01 Allocations of Profits and Losses. Except as otherwise herein provided, each
Member shall share in Company profits and losses and separately stated items of income, gain, loss,
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deduction and credit according to the following percentages:
Name
Richard F. Huwa
Brent R. Huwa
Corey Huwa
Tyrun L. Huwa
Percentage
25%
25%
25%
25%
9.02 Qualified Income Offset. Notwithstanding any other provisions of this Agreement to the
contrary, if, with respect to any taxable year of the Company, a Member receives an unexpected
adjustment, allocation or distribution of the type described in Section 1.704-1(b) (2) (ii) (d) (4), (5)
OR (6) of the Regulations under Section 704 of the Code that results in such Member's Capital
Account having a negative balance, gross income and the amount realized on the disposition of
Company property for such taxable year and all subsequent taxable years shall be allocated to such
Member in an amount necessary to eliminate such negative balance in such Member's Capital account
as quickly as possible. The provisions of this Section 9.02 are intended to constitute a "qualified
income offset" within the meaning of Section 1.704-1(b) (2) (ii) (d) (3) of the Regulations under
Section 704 of the Code and shall be construed in accordance with such intention.
9.03 Minimum Gain Chargeback. Beginning in the first taxable year in which there are
"nonrecourse deductions" or a distribution is made of proceeds of a nonrecourse liability that are
allocable to an increase in the minimum gain of the Company, as determined under the rules of
Section 1.704-1T(b) (4) (iv) (e) of the Regulations under Section 704 of the Code, or any successor
provision, and thereafter throughout the full term of the Company's existence, the "minimum gain
chargeback" rules of Section 1.704-1T(b) (4) (iv) (e) of the Regulations under Section 704 of the
Code, or any successor provision, shall apply with respect to the allocation of all Company items in
such year(s). If there is a net decrease during a taxable year of minimum gain attributable to
Member nonrecourse debt within the meaning of Section 1.704-T(b) (4) (iv) (h), or any successor
provision, then the chargeback rules of Section 1.704-1T(b) (4) (iv) (h) (4), or any successor
provision, shall apply.
9.04 Allocations Upon Liquidation. For federal income tax purposes, income (including gain)
or loss of the Company resulting from the sale or disposition of all or substantially all of the assets
of the Company, or the dissolution of the Company without an election to continue the Company
shall be allocated to the Members in proportion to the Interests.
9.05 Required Distributions. In the event the Company realizes net income in any calendar
year, the Members shall be entitled to monthly distributions from the Company in an amount equal
to that deemed appropriate by the Manager(s) after working capital requirements, allocable to such
Members in the same proportions as profits and losses of the Company are allocated amount the
Members pursuant to the provisions of Article IX, Section 9.01.
9.06 Distributions. Distributions of "Distributable Cash" (other than required distributions under
Section 9.05) shall be made to the Members in the same proportions as profits and losses of the
Company are allocated among the Members pursuant to the provisions of Article IX, Section 9.01.
The Manager(s) shall make such distributions at such times, in such manner and in such amounts as
shall be determined by the affirmative vote of Members holding at least a majority of the Company's
Interests.
9.07 Limitation of Distributions. Notwithstanding the foregoing, no distribution shall be declared
and paid unless, after the distribution is made, the assets of the Company are in excess of all
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liabilities of the Company, except liabilities to Members on account of their Capital Contributions.
9.08 Accounting Principles. Profits and losses of the Company shall mean net income or net loss,
respectively, of the Company, as determined for federal income tax purposes, under the cash receipts
and disbursements method of accounting. Separately stated items include those items of income,
gain, loss, deduction or credit which are accounted for separately pursuant to the Code.
9.09 Interest on and Return of Capital Contributions. No Member shall be entitled to interest
on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically
provided for herein.
9.10 Loans to Company. Nothing in this Agreement shall prevent any Member from making
secured or unsecured loans to the Company by agreement with the Company, subject to the necessary
Member approval.
9.11 Records and Reports. At the expense of the Company, the Manager(s) shall maintain
records and accounts of all operations and expenditures of the Company. At a minimum the
Company shall keep at its principal place of business the following records:
(a) A current list of the full names and last known business, residence, or mailing address of
each Member and Manager, both past and present;
(b) A copy of the Articles of Organization of the Company and all amendments thereto,
together with executed copies of any powers of attorney pursuant to which any amendment has been
executed;
(c) Copies of the Company's federal, state and local income tax returns and reports, if any,
for the three (3) most recent years;
(d) Copies of the company's currently effective written Agreement, copies of any writings
permitted or required with respect to a Member's obligation to contribute cash, property or services,
and copies of any financial statements of the Company for the three (3) most recent years;
(e) Minutes of every annual, special and court -ordered meeting;
(f) Any written consents obtained from Members for actions taken by Members without a
meeting.
The Company's books shall be kept and its financial statements shall be prepared under the method
of accounting described in Section 9.08.
9.12 Returns and Other Elections. The Manager(s) shall cause the preparation and timely filing
of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns
deemed necessary and required in each jurisdiction in which the Company does business. Copies of
such returns, or pertinent information therefrom, shall be furnished to the Members within a
reasonable time after the end of the Company's fiscal year. For Colorado tax purposes, the
Manager(s) shall file with the Colorado Department of Revenue an agreement of each non-resident
Member to file a proper Colorado income tax return and to make timely payment of all Colorado
taxes imposed with respect to such Member's share of the Company income, as required by
applicable laws.
All elections permitted to be made by the Company under federal or state laws shall be made by
the Manager in his sole discretion.
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ARTICLE X.
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RESTRICTIONS ON TRANSFER
10.01 Restrictions on Transfer. Except as otherwise specifically provided for in this Agreement,
no Member shall have any right to sell, gift, assign, encumber, transfer or otherwise dispose of his
Interest in the Company. Any sale, gift, assignment, encumbrance, transfer or otherwise disposition
of his Interest in the Company in contravention of the terms of this Agreement shall be null and void.
10.02 Substitution of Parties. Except as otherwise provided in the Agreement, anyone acquiring
an Interest in the Company pursuant to the terms of this Agreement shall not become a Substituted
Member unless the other and remaining Members consent thereto, in writing and the person or Entity
acquiring such Interests agrees to be bound by this Agreement, as then in effect.
ARTICLE XI.
DISSOLUTION AND TERMINATION
11.01 Dissolution.
(a) The Company shall be dissolved only upon the occurrence of any of the following events:
(1) When the period fixed for the duration of the Company shall expire;
(2) The unanimous written agreement of all Members;
(3) The sale or other disposition of the business operations;
(4) Upon the death, disability, resignation, bankruptcy, dissolution of a Member or
occurrence of any other event which terminates the continued membership of a Member in the
Company (a "Withdrawal Event"), unless the business of the Company is continued by the consent
of all the remaining Members within 60 days after the Withdrawal Event and there are at least two
remaining Members. This subsection (4) shall not be construed to limit a Member's liability for
resignation prior to the date for termination as set forth above, which shall be considered a breach
of this Agreement. Each of the remaining Members hereby agrees that within the 60 days after the
occurrence of a Withdrawal Event (and provided that there are at least two remaining Members of
the Company), he or she will consent, in writing, to continue the business of the Company. The
written consent shall be mailed to the principal place of business of the Company. The sole remedy
for breach of a Member's obligation to consent to continue the business of the Company under this
subsection (4) shall be money damages (and not specific performance).
(b) As soon as possible following the occurrence of any of the events specified in the Section
effecting the dissolution of the Company, the appropriate representative of the Company shall
execute a statement of intent to dissolve in such form as shall be prescribed by the Colorado
Secretary of State and file same with the Colorado Secretary of State's office.
11.02 Waiver of Partition and Withdrawal. The Members acknowledge that this Agreement
provides for the fair and just payment and liquidation of the Members' Interests in the Company and
that partition of the Company's property prior to any of the occurrences contemplated in this Article
would cause irreparable damage to the Company. Accordingly, each member hereby waives and
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renounces his or her right, if any, to seek appointment, for any reason, by any court of a liquidator
of the Company, or to seek the partition of the Company or any Company property. Further, except
as specifically provided in this Agreement, it is agreed that no Member shall have the right to
withdraw any part of his or her Capital Contribution prior to the termination of this Company, and
then only as contemplated in this Article and to the extent of the Company's assets.
11.03 Liquidation and Winding up of the Company.
(a) Upon filing the Statement of Intent to Dissolve with the Colorado Secretary of State, the
Company shall not terminate but shall be liquidated and shall continue until the winding up of the
Company's affairs has been completed. The Manager(s) shall be responsible for winding up,
liquidating and dissolving the Company. A reasonable time will be allowed for the orderly
liquidation of the Company and its discharge of liabilities so as to enable the Company to minimize
any losses attendant upon liquidation.
(b) Winding up of the Company's affairs shall include completing all pending Company
business and thereafter collecting and disposing of Company assets, paying Company creditors and
distributing to the Members the balance of any Company assets.
(c) The Members shall continue to share net profits, net losses, and distributable cash of the
Company during the winding up of the Company's affairs in the same proportions as if the Company
were not winding up its affairs. Any gain or loss realized by the Company on disposition of
Company assets in the process of liquidating and winding up its affairs shall be credited or debited
to the Members as provided in Section 9.04.
(d) For purposes of this Agreement, any unrealized appreciation of decline in value with
respect to Company assets distributed in kind to a Member shall be allocated among the Members
in accordance with the provisions of Article IX regarding the allocation of the Company's profits and
losses as though such assets were sold for their fair market value on the date of distribution. The
Members' capital accounts shall be adjusted to reflect both the deemed realization of such
appreciation or decline in value and the distribution of such Property.
11.04 Articles of Dissolution. When all debts, liabilities and obligations have been paid and
discharged or adequate provisions have been made therefore and all of the remaining property and
assets of the Company have been distributed to the Members, Articles of Dissolution shall be
executed in duplicate and verified by the person signing the articles, which articles shall set forth the
information required by the Colorado Act.
11.05 Order of Payment. On dissolution, the assets of the Company shall be used and distributed
in the following order: (a) to pay or provide for the payment of all Company liabilities and
liquidating expenses and obligations, including loans and obligations to the Members, in the order
of priority provided by law; (b) to the setting up of any reserves which the Manager deems necessary
(subject to Member approval as provided in Section 5.04) for the payment of any contingent or
unforeseen liabilities or obligations of the Company. Such reserves shall be paid over to a bank or
person as shall be appointed by the Manager(s) to be held for the purpose of disbursing such reserves
in payment of any such contingencies and, at the expiration of such period as the Manager(s) deems
advisable, the bank or such other person shall distribute the balance thereafter in payment to the
Members in discharge of the Capital Accounts; (c) after the payment of debts and liabilities according
to Subparagraph (a) above, to the Members in discharge of their Capital Accounts according to the
proportionate pro rata share of the total outstanding Capital Accounts. Upon dissolution, each
Member shall look solely to the assets of the Company for the return of his or her Capital
Contribution. If the Company's assets remaining after the payment or discharge of the debts and
liabilities of the Company are insufficient to return the Capital Contribution of each Member, such
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and further statements of interest and holdings, designations, powers of attorney and other instruments
(i) necessary to comply with any laws, rules or regulations or (ii) desirable to carry out the terms and
conditions of this Agreement.
12.06 Construction. Whenever the singular number is used in this Agreement and when required
by the context, the sam shall include the plural, and the masculine gender shall include the feminine
and neuter genders and vice versa.
12.07 Headings. The headings in this Agreement are inserted for convenience only and are in
no way intended to describe, interpret, define or limit in the scope, extent or intent of this Agreement
or any provision hereof.
12.08 Waivers. The failure of any party to seek redress for violation of or to insist upon the
strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act,
which would have originally constituted a violation, from having the effect of an original violation.
12.09 Rights and Remedies Cumulative. The rights and remedies provided by this 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. Said rights and remedies are given in addition to any other
rights the parties may have by law, statute, ordinance or otherwise.
12.10 Severability. If any provision of this Agreement or the application thereof to any person
or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application thereof shall not be affected and shall be enforceable to the fullest
extent permitted by law.
12.11 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and
agreements herein contained shall be binding upon and inure to the benefit of the part is hereto and,
to the extent permitted by the Agreement, their respective heirs, legal representative, successors and
assigns.
12.12 Creditors. None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditors of the Company.
12.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
3tLJd1LLLAt1
Richard F.
Huwa td.,
Brent R. Huwa
-16-
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TyruHuwa J�7 UAA1 C1
-17-
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P:;,.t, i 0S' 1
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ARTICLES OF ORGANIZATION Form 031
Filing fee: $50.00 revised 12/31/01
Deliver 2 copies to: Colorado Secretary of State
Business Division,
1560 Broadway, Suite 200
l)enver, CO 80202-5169
T1rs document must be typed or machine printed
Please include a self-addressed envelope
dOcrTse DAvtpSO,y
WI.OkAUOSE�prARY D},SrATp
' LI21346657 C
$ /Fl, SO
SECRETARY OF STATE
�wDv Pe' t i'tYiC' rrit3�us'�'euti+'
The undersigned, a natural person eighteen years of age or older, intending to organize a limited
liability company pursuant to § 7-80-203, Colorado Revised Statutes (C.R.S.), delivers these
Articles of Organization to the Colorado Secretary of State for filing, and states as follows:
1. The name of the limited liability company is:
Hirwa Pants, LLC
The name ofa linvred llahrlitf• toaopat y mart cantarn the rcrm 'limped 11abMty company'; 'lid liability company",
"limited bail {iiry co.", or 'lit 1tabillty to "or the ab,bre:rarian "LLC" or "L.L.C "57-90-60!(3)((c). CRS
2. ((blown. The principal place of business of the limited liability company is:
3964 ilwy. 79; n sburg, CO 80643
3. The name, and the business address, of the registered agent for service of process on the limited
liability company are: Name (Hades St .1ters ; Business Address
(retest be a street or other physics! address in Colorado) 12335 W, S _Ave, , Ste. 201;
Arvacta, co 80002 Ifmail is undeliverable to this address,
ALSO include a nail office box address:
4, a. If the management of the limited liability company is vested in managers. mark the box
® "The management of the limited liability company is vested in managers rather than members."
The name(s) and business address(es) of the initial manager(s) is(are);
Name(s)Richerd alva Business Addresses) 3964 Hit? 79: Kmsenh erg m 80643
s )3uwa ' 3964 Hwy 79; Xeetnosbuzg, CX) 80643
eta Fran epee 3964 Irf.%r79; i(esnrasthr*j, OD 80643
b. Ifmanagement of the limited liability company is not vested in managers rather than members,
The name(s) and business address(es) of the initial member(s) is(arc):
Name(s) Business Address(es)
S. The address to which the Secretary of State may send a copy of this document upon completion
of filing (or to which the Secretary of State may return this document if filing is refused) is:
1233-1 W. 53rd Av€., 5t2, 2011 Arvada, Co 80002
Organizcr Signer's Name -printed Oar1es 1.alter-s
tfndtvtdaal's stgnamre)
OPTIONAL. The electronic mail and/or Internet address for this entity istare: e-mail
Web site
The Colorado Secretary of State may contact the following authorized person regarding this docurcetstiS
name address tiPON
voice fax e-mail
tU
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rrTarevr.aMb.d....rw.u.r• -, �.+�w r,...+rsna.... s,1, £. u.ww�Mwr4 k1r,►w. i..r O....:...s.4
http://www.sos.state.co.us/forte/tmpdocs/C2002346657_0000000000_00002_H.gif 3/2/2004
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HUWA FARMS L.L.C.
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This agreement hereby states that the following
owners of Huwa Farms L.L.C. may sign for one another at
the Farm Service Agency.
Richard Huwa
Brent Huwa
S
uwa 25% ownership
Ty f iin Huwa
25% ownership
25% ownership
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25% ownership
Date /- 21-07
Date 1-,23 -O5
Date / —13-o)
Date !- -623
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STATE 'RADO
DEPARTMENT OF
STATE
CERTIFICATE
I, DONETTA DAVIDSON, SECRETARY OF STATE OF THE STATE OF
COLORADO HEREBY CERTIFY THAT
ACCORDING TO THE RECORDS OF THIS OFFICE
HUWA FARMS, LLC
(COLORADO LIMITED LIABILITY COMPANY)
FILE # 20021346657 WAS FILED IN THIS OFFICE ON December 13, 2002
AND HAS COMPLIED WITH THE APPLICABLE PROVISIONS OF THE
LAWS OF THE STATE OF COLORADO AND ON THIS DATE IS IN GOOD
STANDING AND AUTHORIZED AND COMPETENT TO TRANSACT BUSINESS
OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE.
Dated: December 13, 2002
SECRETARY OF STATE
GU! 1JI LVV ! IS Y. YJ
JUJYL1VYpp
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V WFY_I LINO H NJJUI,.rU r43c V1/G1
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ADDENDUM TO TURNPIKE, LLC OPERATING AGREEMENT AND
CORRESPONDING SALE OFENTITY
addendum refers to the Operating Agreement of Turnpike, LLC (originally dated
Jan>kary 20, 1993) and is pursuant to Section 12.04 (addendums) and supercedes all other
operational aspects of such Operating Agreement regarding transfer of ownership
(Section 10). It is intended and agreed by all the managing members of Tunpiike, LLC to
effectively transfer complete ownership. in total, to Huwa Farms, LLC on March 29,
2006. This transfer is fully authorized and approved by all the outstanding members of
Turnpike, LLC and is indicated by the signature of Rick Gitlin, terminating managing
—Cr.
All parties recognize that Huwa Farms, LLC transferred sufficient and valuable
consideration to Turnpike members for total ownership and control of such entity.
Via an affirmative and total vote of all the existing members of the LIE, subsequent to
this, transfer, Huwa Farms, LLC (via Richard Huwa, managing member) hereby agrees to
roue the existence of Turnpike, LIE, pursuant to Section 10.02. In addition, all
m bets recognize and agree that Huwa Farms, LLC is a substituted member with all the
ri ts, privileges and requirements inferred by the Operating Agreement.
X/
Acted this 2R day of March, 2006.
Rick Callan, managing member (terminating)
Ri
and Huwa, managing member (succeeding)
Hello