HomeMy WebLinkAbout20072006.tiff •
SITE SPECIFK DEVELOPMENT PLAN AND USE rdY SPECIAL
REVIEW (USR) APPLICATION
FOR PLANNING DEPARTMENT USE DATE RECEIVED:
RECEIPT#/AMOUNT# /$ CASE#ASSIGNED:
APPLICATION RECEIVED BY PLANNER ASSIGNED:
Parcel Number / 3 0 -2 8' - 0 - o o - D / Z
(12 digit number-found on Tax I.D.information,obtainable at the Weld County Assessor's Office,or www.co.weld.co.us).
1
Legal Description PrSW'he r42TSi4A/1/% , Section28, Township 2- North, Rang0T West
Flood Plain: /✓//- Zone District: , Total Acreage: if , Overlay District:_ASA_
Geological Hazard: /✓4— , Airport Overlay District: X/A
FEE OWNER(S) OF THE PROPERTY:
�� ,, ,,
Rog Rroa ,'5j.CMs 7I, Lz-L
Work Phone#3—93/-gYgSr Home Phone# 3— 6972_670 Email Address:Sfeut.Phtai Q ConicAS,.t71
Address: SSS S0c-i- t Co/o/1,4Do (3Ldc7,
City/State/Zip Code b1EN✓E2 CO 8o2y6 - Bao6
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: S76UE PAt12 y
Work Phone#3-9?/-V4'9J Home Phone#3-697-7-670 Email Address: SFa tt f6/tmcte 03410/5"-able
Address: .533 6 Fc.4 eocg co veer
City/State/Zip Code Alo#tdntNc C BO 5'6S
PROPOSED USE:
i3V/z-a&6 4,/a 09c,/&r, 76 /HAN✓f/f G7!//2E L4*2. SG/}Qt
/344/4efs f,i aM12..(cy F4oM S7`.PAW
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
indicating that the signa ry has to legal authority to sign for the corporation.
ylg/07 EXHIBIT
Signature: Owner;Alt
Agent Date Signature: Owner or Authorized Age
2007-2006
RESOLUTION
The undersigned, constituting all of the Members and
Managers of THREE H-K LLC, and HORTON FARMS II LLC,
hereby consent to and authorize the following actions of
the LLC :
RESOLVED, that STEPHEN R. PARRY is hereby authorized
to execute and deliver to Weld County, on behalf of THREE
H-K LLC, and HORTON FARMS II LLC, all applications ,
affidavits , information, fees and all other writings and
documents necessary or appropriate to obtain a Use By
Special Review on that certain property currently owned
by THREE H-K LLC, and to be transferred to HORTON FARMS
II LLC pursuant to a pending applications for SE and RE
and described as set forth on Exhibit A hereto .
Dated this 19th day of April , 2007 .r)L � `-/
t
Roy N . nter,
Member Manager THREE H-K LLC
ORTO FARMS II LLC
James E . Pansing,
Member/Manager THREE H-K LLC
And HORTON FARMS II LLC
Stephen R . Parry,
Member/Manager THREE H-K LLC
And HORTON FARMS II LLC
DESCRIPTION - Lot A —West RE1
A parcel of land located in the Southwest One-Quarter (SW 1/4) of Section Twenty-Eight (28),
Township Two (2) North, Range Sixty-Four (64) West of the 6th Principal Meridian,Weld County,
Colorado and being more particularly described as:
Considering the west line of the Southwest One-Quarter (SW 1/4) of said Section Twenty-Eight
(28),Township Two (2) North, Range Sixty-Four (64) West of the 6th Principal Meridian,Weld
County, Colorado to bear North 00°19'42" West and all bearings contained herein relative thereto:
Commencing at the Center One-Quarter (C 1/4) Corner of said Section Twenty-Eight (28); thence
along the east line of Southwest One-Quarter (SW 1/4) of said Section Twenty-Eight (28),
South 00°02'10" West, 56.67 feet; thence leaving the east line of Southwest One-Quarter (SW 1/4)
of said Section Twenty-Eight (28), South 89°54'00" West, 604.42 feet to a point on a curve (C6)
bearing to the right, having a delta angle of 00°51'54", a radius of 4444.45 feet, the chord of which
bears North 89°40'03" West, 67.10 feet and along the curve 67.10 feet to the Point of Beginning;
thence along a curve (C4) bearing to the tight, having a delta angle of 05°46'55", a radius of
4444.45 feet, the chord of which bears North 86°20'38" West, 448.32 feet and along the curve
448.51 feet; thence, South 04°40'00" West, 106.52 feet; thence, South 23°39'24" West, 221.45 feet to
a point on the northerly rights-of-way of the Burlington Northern Railroad; thence traversing along
the northerly rights-of-way of the Burlington Northern Railroad, South 66°20'36" East, 427.46 feet;
thence leaving the northerly right-of-way line of the Burlington Northern Railroad, North 23°39'24"
East, 382.11 feet; thence,North 00°02'10" East, 101.83 feet Point of Beginning.
The above-described parcel of land contains 4.00 acres,more or less, and is also subject to rights-of-
way and/or easements of record as recorded and/or as now exist.
5xsirrA
re- # %
•
HORTON FARMS II, LLC
885 South Colorado Blvd.
Denver, Colorado 80204-8006
303-931-4498
Email: steveparry@comcast.net
April 18, 2007
Department of Planning Services
Weld County
4209 CR 24 1/2
Longmont, CO 80504
RE: Property, near Keenesburg, Colorado
Near Intersection of I-76 Frontage Road& WCR53
Part of SW '/4, part of SW 'A, NW 'A Section 28
Township 2N, Range 64W, 6 P.M., Weld County, Colorado
Subject: Application for Use By Special Review; Lot A—West RE1
Planning Services:
Attached is material regarding an application for a Use By Special Review on a portion of the referenced
property located just off of I-76, and west of Keenesburg, in Weld County, Colorado.
This request for"Use by Special Review" is submitted under the ownership of Horton Farms II, LLC.
Here are some comments that reflect questions on your"USR Questionnaire":
1) The proposed use of the approximate 4-acre is a manufacturing facility for"landscape blankets".
These landscape blankets are used to stabilize slopes during and after site construction. The
blankets inhibit erosion of slopes. The blankets are created out of primarily straw and some
plastic (biodegradable in short term) and then are sewn together with large stitching machines.
The finished blankets are then rolled up to bundles that can be loaded onto trucks and distributed
to customers. The buildings on the site include a building to store straw, another building to
house the stitching machines and the assembly line to manufacture the finished product. There is
some waste, primarily unused straw that is stored in another building and then periodically hauled
offsite. Part of the facility will be office space. Trucks will deliver the hay and related products
on a regular basis. Other trucks will transport the finished product. There are no chemicals used
in the manufacture of this product. All products will be stored inside.
2) The Weld County Comprehensive Plan envisions industrial and commercial type uses along I-76.
The proposed project remains consistent with that conceptual vision.
3) The Use appears consistent with the Agriculture Zone District under Section or Chapter 23 of the
Land Use Code, Section 23-3-40, paragraph R. In this paragraph it states that the planned use is
permitted and may be constructed and operated in the A Zone District in accordance with the
spelled out requirements. The proposed use appears consistent with this Section. The use
proposed here does not create adverse environmental conditions that would affect this and
adjacent properties.
April 18, 2007
USR Application
Page 2
4) The properties surrounding the subject site are currently agriculture and not used for any
industrial or similar use at this time. However, it is planned that the other 4 lots along the
frontage road of I-76 and north of the railroad tracks will be created for similar industrial type use
that requires a USR. There is a major switching station under construction at this time within a
few hundred feet of this site that was approved by Weld County within the past year. This use is
clearly consistent or even more intense than the proposed requested use.
5) Answers to this question include the following details:
a. There will be 3 to 5 employees onsite during each business shift
b. There is anticipated to be about 10 to 12 employees
c. Hours of operation vary by season; 24 hours in spring and fall, otherwise 40 hours per
week.
d. There are 3 buildings planned for the site. The main building is made of steel, built to
conform to Weld County specifications. The relative size of buildings is show on the
site plan attached. The second building is wood structure and will be used to store
product and supplies. The third building will house straw waste.
e. No animals will be onsite
f Normal 53-foot semi truck and trailer will be delivering material and removing
finished product.
�— g. Fire protection is secured by user
h. There is very limited water use, and none in the manufacture of the product. Water
will be used for restrooms and site irrigation. Well water will be used.
i. Very little sewage will be generated onsite. Employee bathrooms only.
j. Storage issues were described above.
6) Landscaping will be simple for the site. Useable areas where trucks drive on will be gravel.
Driveways will be either concrete or asphalt. Remaining land will be natural grass. See the
plan in the attached site plan.
7) There should be no significant reclamation issues related to termination of the Special Use.
All waste is removed from the property during operation.
8) Storm drainage will follow current flow on the site. The site is relatively flat.
9) Once the USR is approved and permits are granted for construction, it should take about 2 to
3 months to construct all facilities.
10)Storage of wastes is discussed above. All waste material will be hauled offsite regularly.
Major waste if fine straw.
Other issues for application requirements are noted here:
- Domestic Water: Water will be provided by a domestic well. Mike Bender from the State
Engineer's office indicated that we can simply obtain domestic well permit upon application.
Attached is a letter from Bishop-Brogden Associates, Inc., water consultants showing water on
the gross property acreage.
a
April 18, 2007
USR Application
Page 3 of 3
- Irrigation Water: We have 138 bonded acres of"Henry Lin" irrigation ditch water to cover the
areas owned by Horton Farms I, LLC; Horton Farms II, LLC; and Three H-K, LLC. No
irrigation is planned for any of the areas of this Recorded Exemption application
- Septic: The RE will utilize a leach septic system. An engineered Septic system will be designed,
constructed and permitted according to Weld County IDS requirements.
- Site Description: The proposed site is relatively flat with no significant constraints. There are no
known unique physical characteristics on the site. The site can be accessed either from WCR 53
or WCR16 'h (frontage road to Interstate 76); exact access point is shown on site plan.
- Applicants Interest in Property: Attached is a copy of a signed Operating Agreement for Horton
Farms II, LLC showing ownership by applicant, Steve Parry.
- Certificate of Conveyance: Attached hereto
- Soils Report: Attached hereto
- Certified List of Adjacent property Owners within 500 feet: Attached hereto
- List of Mineral Owners: Attached hereto in Attorneys Letter Opinion
Attached is a check of$2,500 to cover the USR Application Fee, as detailed in the application requirements.
You may contact me via phone, 303-931-4498 or through my e-mail, steveparry@comcast.net.
Thanks.
Sincerely,
Steve Parry
Owner and Project Representative
OPERATING AGREEMENT
HORTON FARMS H LLC
THIS AGREEMENT is made and entered into this/1t- day of o c� , 2006,
by and between Horton Farms II LLC, a Colorado limited liability company e "Company") and
Roy N. Enter, Stephen R. Parry and James E. Pansing, hereinafter referred to as "Members."
WITNESSETH:
IT IS AGREED, in consideration of the promises, covenants, performance, and mutual
consideration herein as follows:
I
FORMATION OF COMPANY
1.1. Articles of Organization. This Company is organized pursuant to the
provisions of the Limited Liability Company Laws of the State of Colorado and pursuant to Articles
of Organization filed with the Secretary of State on March 30, 2006. The rights and obligations of
the Company and the Members shall be provided in the Articles of Organization and in this
Operating Agreement.
1.2. Conflict between Articles of Organization and this Agreement. If there is any
conflict between the provisions of the Articles of Organization and this Operating Agreement, the
terms of the Articles of Organization shall control.
II
CAPITAL CONTRIBUTIONS
2.1. Contributions. The capital contributions to be made by the Members and with
which the Company shall begin business are as follows:
Member Name Contribution
Roy N. Enter $100.00
Stephen R. Parry $100.00
James E. Pansing $100.00
2.2. Additional Capital Contributions. In the event that the cash funds of the
Company are insufficient to meet its operating expenses or to finance new investments deemed
appropriate to the scope and purpose of the Company as determined by the Managers,the Members
shall make additional capital contributions, in the proportion of their capital contributions or as
otherwise agreed. The amount of the additional capital required by the Company and the period
during which such additional capital shall be retained by the Company shall be determined by the
Managers.
2.3. Loans. In lieu of voting an additional assessment of capital to meet operating
expenses or to finance new investments,the Company may,as determined by the Managers,borrow
money from one or any of the Managers, Members, or third persons. In the event that a loan
agreement is negotiated with a Manager or Member,he or she shall be entitled to receive interest at a
rate and upon such terms to be determined by the Manager, and said loan shall be repaid to the
Manager or Member,with unpaid interest,if any,as soon as the affairs of the Company will permit.
The loan shall be evidenced by a promissory note obligating the assets of the Company. Such
interest and repayment of the amounts so loaned are to be entitled to priority of payment over the
division and distribution of capital contributions and profit among Members.
III
MEMBERS' ACCOUNTS; ALLOCATION OF PROFIT AND
LOSS; DISTRIBUTIONS
3.1. Capital Accounts. A separate capital account shall be maintained for each
Member. The capital accounts of each Member shall initially reflect the amounts specified in
Section 2.1,and,if a Member has merely promised to contribute the amount specified in Section 2.1,
the Company shall maintain a corresponding subscription receivable on behalf of that Member. No
Member shall withdraw any part of his or her capital account, except upon the approval of the
Managers. If the capital account of a Member becomes impaired, or if he or she withdraws said
capital account with the approval of the Managers,his or her share of subsequent Company profits
shall be credited first to his or her capital account until that account has been restored, before such
profits are credited to his or her income account. If, during the period when a Member's capital
account is impaired or he or she has withdrawn funds therefrom as hereinbefore provided, an
additional contribution is required of the Members for the purposes specified in Section 2.2,then the
Member with withdrawn or impaired capital account shall be required to contribute his or her
proportionate share of the additional capital contribution and the deficiency then existing in his or
her capital account, so as to return the capital account to the same proportion existing as of the date
of the additional contribution. No interest shall be paid on any capital contributions to the Company.
3.2. Income Accounts. A separate income account shall be maintained for each
Member. Company profits,losses,gains,deductions,and credits shall be charged or credited to the
separate income accounts annually unless a Member has no credit balance in his or her income
account, in which event losses shall be charged to his or her capital account, except as provided in
Section 3.1. The profits,losses,gains,deductions,and credits of the Company shall be distributed or
charged to the Members as provided in Section 3.3. No interest shall be paid on any credit balance
in an income account.
3.3 Allocations Among Members. Except as hereinafter provided,the profits and
gains of the Company shall be divided and the losses of the Company shall be borne in the following
proportions:
Roy N. Enter 33 1/3%
Stephen R. Parry 33 1/3%
James E. Pansing 33 1/3%
3.4 Distributions of Assets.
3.4.1 All distributions of assets of the Company, including cash, shall be
made in the same allocations among Members as described in Section 3.3.
3.4.2 The Managers shall determine,in their discretion,whether distributions
of assets of the Company should be made to the Members;provided,however,that no distribution of
assets may be made to a Member if, after giving effect to the distribution, all liabilities of the
Company, other than liabilities to Members on account of their capital and income accounts,would
exceed the fair value of the Company assets.
3.4.3 A Member has no right to demand and receive any distribution from the
Company in any form other than cash.
Iv
RULES RELATING TO THE MEMBERS
4.1 Admission of New Members. Additional Members may be admitted upon the
unanimous written consent of all Members.
4.2 Voting of Members. A Member shall be entitled to one vote on any matter for
which Members are required to vote. A Member may vote in person or by proxy at any meeting of
Members. All decisions of the Members shall be made by a vote of members owning a majority of
the membership interests (as determined by the Members' respective interests in the profits and
losses of the Company)at a properly called meeting of the Members at which a quorum is present,or
by unanimous written consent of the Members.
4.3 Meetings of Members.
4.3.1 Meetings of Members may be held at such time and place,either within
or out of the State of Colorado, as may be determined by the Managers or the person or persons
calling the meeting.
4.3.2 An annual meeting of the Members shall be held at such time and place
as shall be determined by a resolution of the Managers during each fiscal year of the Company.
4.3.3 Special meetings of the Members maybe called by the Managers and by
at least one-half of all of the Members entitled to vote at the meeting.
4.3.4 Written notice stating the place,day and hour of the meeting and,in the
case of a special meeting,the purpose for which the meeting is called,shall be delivered not less than
three(3)days nor more than twenty(20)days before the date of the meeting,either personally or by
mail,by or at the direction of the Managers or any other person calling the meeting,to each Member
of record entitled to vote at such meeting. A waiver of notice in writing, signed by the Member
before, at, or after the time of the meeting stated in the notice shall be equivalent to the giving of
such notice.
4.3.5 By attending a meeting,a Member waives objection to the lack of notice
or defective notice unless the Member,at the beginning of the meeting,objects to the holding of the
meeting or the transacting of business at the meeting. A Member who attends a meeting also waives
objection to consideration at such meeting of a particular matter not within the purpose described in
the notice unless the Member objects to considering the matter when it is presented.
4.4 Quorum and Adjournment. Fifty percent (50%) of the Members entitled to
vote shall constitute a quorum at the meeting of Members. If a quorum is not represented at any
-4-
meeting of the Members, such meeting maybe adjourned for a period not to exceed sixty(60)days
at any one adjournment;provided,however,that if the adjournment is for more than thirty(30)days,
a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting.
V
RULES RELATING TO MANAGERS
5.1 General Powers. Management and the conduct of the business of the
Company shall be vested in the Managers. The Managers may adopt resolutions to govern their
activities and the manner in which they shall perform their duties to the Company.
5.2 Qualifications of Managers. Managers shall be natural persons eighteen(18)
years of age or older.
5.3 Number, Election and Term.
5.3.1 The number of Managers shall be 3. The number of Managers shall be
increased or decreased by the vote or consent of the Members.
5.3.2 The initial Managers shall hold office until the first annual meeting of
Members and until their successors have been elected and qualified. Thereafter, each Manager
elected by the Members shall hold office for a one-year term or until his or her successor has been
elected and qualified.
5.3.3 Managers shall be elected by a vote or consent of the Members at an
annual meeting or at a special meeting called for that purpose.
5.4 Meetings and Voting.
5.4.1 Meetings of the Managers may be held at such time and place as the
Managers by resolution shall determine.
5.4.2 Written notice of meetings of the Managers shall be delivered at least
twenty-four(24)hours before the meeting personally,by facsimile,or by mail actually delivered to
the Manager not later than twenty-four(24)hours before the scheduled meeting. A waiver of notice
in writing, signed by the Manager before, at, or after the time of the meeting, shall be equivalent to
the giving of such notice.
-5-
5.4.3 By attending a meeting, a Manager waives objection to the lack of
notice or defective notice unless,at the beginning of the meeting,the Manager objects to the holding
of the meeting or the transacting of business at the meeting.
5.4.4 A majority of the Managers entitled to vote shall constitute a quorum at
the meeting of Managers.
5.4.5 All decisions of the Managers shall be made by a majority vote of the
Managers at a properly called meeting of the Managers at which a quorum is present, or by
unanimous written consent of the Managers.
5.5 Duties of Managers.
5.5.1 The Managers shall have the duties and responsibilities as described in
the Colorado Limited Liability Company Act, as amended from time to time.
5.5.2 The Managers,or any one of the Managers as designated by resolution
of the Managers, shall execute any instruments or documents providing for the acquisition,
mortgage, or disposition of the property of the Company.
5.5.3 Any debt contracted or liability incurred by the Company shall be
authorized only by a resolution of the Managers, and any instruments or documents required to be
executed by the Company shall be signed by the Managers or any one of the Managers as designated
by resolution of the Managers.
5.5.4 The Managers may designate any one of the Managers or delegate an
employee or agent to be responsible for the daily and continuing operations of the business affairs of
the Company. All decisions affecting the policy and management of the Company, including the
control,employment,compensation and discharge of employees;the employment of contractors and
subcontractors; and the control and operation of the premises and property, including the
improvement, rental, lease, maintenance, and all other matters pertaining to the operation of the
property of the business shall be made by the Managers.
5.5.5 Any Manager may draw checks upon the bank accounts of the Company
and may make, deliver, accept, or endorse any commercial paper in connection with the business
affairs of the Company.
5.6 Devotion to Duty. At all times during the term of a Manager, the Manager
shall give reasonable time,attention,and attendance to,and use reasonable efforts in the business of
the said Company; and shall, with reasonable skill and power, exert himself or herself for the joint
interest,benefit and advantage of said Company;and shall truly and diligently pursue the Company
objectives.
-6-
5.7 Indemnification. Managers, employees and agents of the Company shall be
entitled to be indemnified by the Company to the maximum extent provided in the Colorado Limited
Liability Company Act, as amended from time to time, and shall be entitled to the advance of
expenses,including attorneys'fees,in the defense or prosecution of a claim against him or her in the
capacity of Manager, employee, or agent.
VI
BOOKS
6.1 Location of Records. The books of the Company shall be maintained at the
principal office of the Company or at such other place as the Managers by vote or consent shall
designate.
6.2 Access to Records and Accounting. Each Member shall at all times have
access to the books and records of the Company for inspection and copying. Each Member shall also
be entitled:
6.2.1 To obtain from the Managers upon reasonable demand for any purpose
such information reasonably related to the Members' Membership Interest in the Company;
6.2.2 To have true and full information regarding the state of the business and
financial condition and any other information regarding the affairs of the Company;
6.2.3 To have a copy of the Company's federal, state, and local income tax
returns for each year promptly after they are available to the Company; and
6.2.4 To have a formal accounting of the Company affairs whenever
circumstances render an accounting just and reasonable.
6.3 Accounting Rules. The books shall be maintained on a cash basis. The fiscal
year of the Company shall be the calendar year. Distributions to income accounts shall be made
annually. The books shall be closed and balanced at the end of each calendar year and,if an audit is
determined to be necessary by vote or consent of the Managers, it shall be made as of the closing
date. The Managers may authorize the preparation of year end profit-and-loss statements,balance
sheets, and tax returns by a public accountant.
VII
DISSOLUTION
7.1 Causes of Dissolution. The Company shall be dissolved upon the occurrence
of any of the following events:
7.1.1 At any time by unanimous agreement of the Members;
7.1.2 Upon the expiration of the period fixed for the duration of the Company
in its Articles of Organization;
7.1.3 Upon the death, retirement, resignation, expulsion, bankruptcy, or
dissolution of a Member.
7.2 Continuation of Business. Notwithstanding a dissolution of the Company
under Section 7.1,the Members may elect to continue the business of the Company, so long as there
are at least two Members remaining who then consent to do so,by purchasing the deceased,retired,
resigned, expelled, or bankrupt Member's ("Withdrawn Member") Membership Interest.
7.3 Purchase of Withdrawn Member's Membership Interest.
7.3.1 If the Members elect to continue the business under Section 7.2, the
purchase price of the Withdrawn Member's Membership Interest shall be equal to *% of the fair
market value of the Withdrawn Member's interest in the Company as of the Effective Date. The
purchase price is subject to setoff for any damages incurred as a result of the Withdrawn Member's
actions,and nothing in this paragraph is intended to impair the Company's right to recover damages
for the Withdrawn Member's wrongful dissolution of the Company by reason of the Withdrawn
Member's expulsion, retirement, resignation, or bankruptcy.
7.3.2 The purchase price determined under Section 7.3.1 shall be paid to the
Withdrawn Member within sixty days after the Effective Date; provided, at the election of the
Member(s) acquiring the Withdrawn Member's interest, such purchase price shall be paid one-fifth
plus accrued interest on the date of purchase and one-fifth plus accrued interest every six months
thereafter until paid in full. Interest shall accrue at a rate equal to the Wall Street Journal prime rate
plus two percent, not to exceed 12%per annum.
7.3.3 The Effective Date shall be the date of death of a deceased Member;the
date personal notice is received, or the date the certified mail is postmarked, in the case of a retired
or resigned Member; or the date the notice is delivered to the place of business of the Company, in
case of bankruptcy of a Member.
7.4 Distribution of Assets If Business Is Not Continued. In the event of
dissolution of the Company and if the Members do not elect to or are unable to continue the
8_
business of the Company under Section 7.3,the Managers shall proceed with reasonable promptness
to sell the real and personal property owned by the Company and to liquidate the business of the
Company. Upon dissolution,the assets of the Company business shall be used and distributed in the
following order:
7.4.1 Any liabilities and liquidating expenses of the Company will first be
paid;
7.4.2 The reasonable compensation and expenses of the Managers in
liquidation shall be paid;
7.4.3 The amount then remaining shall be paid to and divided among the
Members in accordance with the statutory scheme for distribution and liquidation of the Company
under the Colorado Limited Liability Company Act, as amended from time to time.
VIII
BANKRUPTCY OF A MEMBER
8.1 Bankruptcy Defined. A Member shall be considered bankrupt if the Member
files a petition in bankruptcy (or an involuntary petition in bankruptcy is filed against the Member
and the petition is not dismissed within sixty (60) days) or makes an assignment for the benefit of
creditors or otherwise takes any proceeding or enters into any agreement for compounding his or her
debts other than by the payment of them in the full amount thereof, or is otherwise regarded as
insolvent under any Colorado insolvency act.
8.2 Effective Date for Bankruptcy. The Effective Date of a Member's bankruptcy
shall be the date that the Managers, having learned of the Member's bankruptcy, give notice in
writing stating that the Member is regarded as bankrupt under this Agreement, such notice to be
served personally or by leaving the same at the place of business of the Company. As of the
Effective Date, the bankrupt Member shall have no further rights as a Member of the Company,
except to receive the amounts to which he or she is entitled under Section 7.3 and 7.4;provided, in
the event the remaining Members elect to purchase the Bankrupt Member's share,the purchase price
shall be 75% of the fair market value of such share.
IX
RETIREMENT OR RESIGNATION OF A MEMBER
9.1 Right to Retire or Resign. A Member shall have the right, at any time, to
retire or resign as a Member of the Company by giving three (3)months' notice to the Company at
the Company's place of business.
_9_
9.2 Consequences of Retirement or Resignation If The Business Is Continued.
Upon giving notice of an intention to retire or resign, the Withdrawn Member shall be entitled to
have his or her Membership Interest purchased as provided in Section 7.3 if the remaining Members
elect to continue the business of the Company under Section 7.2. Upon the receipt of notice of the
remaining Members' election to continue the business, the Membership Interest of the Withdrawn
Member in the Company shall cease and terminate, and the Withdrawn Member shall only be
entitled to the payments provided in Section 7.3.
9.3 Consequences of Retirement or Resignation If The Business Is Not Continued.
If the remaining Members elect not to continue the business upon retirement or resignation of a
Member, or are unable to do so by law, the Withdrawn Member shall only be entitled to his or her
interest in liquidation, as stated in Section 7.4, subject to any setoff'for damages caused by the
Member's retirement or resignation.
X
DEATH OF A MEMBER
10.1 Death of a Member. Upon the death of a Member, the deceased Member's
rights as a Member of the Company shall cease and terminate except as provided in this Article X.
10.2 Consequences of Death If Business Is Continued. If the surviving Members
elect to continue the business as provided in Section 7.2,the Managers shall serve notice in writing
of such election, within three (3) months after the death of the decedent, upon the executor or
administrator of the decedent, or, if the time of such election no legal representative has been
appointed, upon any one of the known legal heirs of the decedent at the last known address of such
heir. The Company may purchase the Membership Interest of the deceased Member as provided in
Section 7.3, and the closing of such purchase shall be within thirty (30) days of the notice of such
election, except in the event the Company has life insurance on the decedent, in which event the
amount and method of payment for the Membership Interest of the deceased Member will be as
provided in Section 10.3. Alternatively, the Surviving Members may elect to admit the heirs upon
distribution to them of the deceased Member's interest.
10.3 Insurance. The Company may contract for life insurance on the lives of each
of the Members, in any amount not disproportionate to the value of each Member's Membership
Interest. In the event of death of a Member,insurance proceeds paid to the Company will be used to
purchase the Membership Interest of the deceased Member. The purchase price shall be the greater
of the amount determined under Section 7.3 or the amount of insurance proceeds received by the
Company. The payment of the purchase price to the decedent's representatives or heirs shall be made
within thirty(30)days following receipt of the insurance proceeds by the Company. If the surviving
-10-
Members do not elect to continue the business of the Company, or are unable to do so by law, the
proceeds of any life insurance shall be treated as an asset of the Company for liquidation.
10.4 Consequences of Death If the Business Is Not Continued. If the surviving
Members do not elect to continue the business, or are unable to do so by law,the deceased Member
shall only be entitled to his or her interest in liquidation as stated in Section 7.4.
XI
SALE OF A MEMBER'S INTEREST
11.1 Provisions Restricting Sale of Membership Interests. In the event that a
Member desires to sell,assign or otherwise transfer his or her Membership Interest in the Company
and has obtained a bona fide offer for the sale thereof made by some person not a member of this
Company,he or she shall first offer to sell, assign or otherwise transfer the Membership Interest to
the other Members at the same price and on the same terms as previously offered him or her by a
third party, and each of the other Members shall have the right to purchase his or her proportionate
share of the selling Member's Membership Interest(or such other shares as the purchasing Members
decide.) In such event, such Member or Members shall purchase the selling Member's interest
within sixty days of written notice of selling Member's intent to sell. If any member does not desire
to purchase the Membership Interest on such terms or at such price and the entire Membership
Interest is not purchased by the other Members, no other Members may purchase any part of the
Membership Interest, and the selling Member may then sell,assign,or otherwise transfer his or her
entire Membership Interest in the Company to the person making the said offer at the price offered.
The intent of this provision is to require that the entire Membership Interest of a Member be sold
intact, without fractionalization. A purchaser of a Membership Interest of the Company shall not
become a Member without the unanimous consent of the non-selling Members,but shall be entitled
to receive the share of profits,gains,losses,deductions,credits and distributions to which the selling
Member would be entitled.
MI
MEMBERS' COVENANTS
12.1 Alienation of Membership Interest. No Member shall,except as provided in
Article XI, sell, assign, mortgage, or otherwise encumber his or her Membership Interest in the
Company or in its capital assets or property; or enter into any agreement of any kind that will result
in any person, firm, or other organization becoming interested in him or her in the Company; or do
any act detrimental to the best interests of the Company.
-11-
XIII
ARBITRATION
13.1 Arbitration. Any dispute, claim, or controversy arising out of or relating to
this Agreement or the breach thereof shall be settled by arbitration in accordance with the rules then
obtaining of the American Arbitration Association. Judgment upon the award rendered by said
arbitration may be entered in any court having jurisdiction thereof. Costs of arbitration shall be paid
by the loser. If one Member notifies the other Member in writing of a dispute,claim,or controversy
and requests that the same be arbitrated,no legal action may then be commenced thereon, except to
obtain judgment on the arbitration award.
XIV
MISCELLANEOUS PROVISIONS
14.1 Inurement. This Agreement shall be binding upon the parties hereto and their
respective heirs,executors,administrators,successors,and assigns,and each person entering into this
Agreement acknowledges that this Agreement constitutes the sole and complete representation made
to him or her regarding the Company, its purpose and business, and that no oral or written
representations or warranties or any kind or nature have been made regarding the proposed
investments, nor any promises, guarantees, or representations regarding income or profit to be
derived from any future investment.
14.2 Modification. This Agreement may be modified from time to time as
necessary only by the written agreement of the Company, by a majority vote or consent of its
Managers and its Members.
14.3 Severability. The provisions of this Agreement are severable and separate,
and if one or more is voidable or void by statute or rule of law, the remaining provisions shall be
severed therefrom and shall remain in full force and effect.
14.4 Governing Law. This Agreement and its terms are to be construed according
to the internal laws of the State of Colorado.
14.5 Counterparts. This Agreement maybe executed in counterparts and each such
counterpart shall be deemed an original of the Agreement for all purposes.
IN WITNESS WHEREOF,we have hereunto set our hands and seals on the day first written
above, in Denver, Colorado.
-12-
MEMBERS:
Ro N. ter
James E. Pansing
Stephen R. Parry
HORTON FARMS S II LLC
By: e �F 6>
Manager
By:
an._er
r
Manager
-13-
•
WELD COUNTY ROAD ACCESS INFORMATION SHEET
Weld County Department of Public Works
111 H Street, P.O. Box 758, Greeley, Colorado 80632
Phone: (970 )356-4000, Ext. 3750 Fax: (970)304-6497
Road File#: Date: 171/9/0i
RE # : Other Case#:
1. Applicant Name Si C. 01 fA¢21 , om'° 7-A4475-el,ac Phone 3-'. .3.7-4`4.479
Address S85 So--14 C•/ol?DV bLcjb . City PEN✓L2 State w' Zip goz'f6
2. Address or Location of Access f 02774 6L O 43 f- . 7 6
Section 2-8 Township )- Range L4' Subdivision Block Lot
Weld County Road #: 't —7 Side of Road Distance from nearest intersection
3. Is there an existing access(es)to the property? Yes 5K No #of Accesses
4. Proposed Use:
❑ Permanent ❑ Residential/Agricultural Sr Industrial
❑ Temporary ❑ Subdivision ❑ Commercial ❑ Other
******************__******************************__***********************************************************_***************
5. Site Sketch
Legend for Access Description:
L_
AG = Agricultural
RES = Residential j —7 4 f/244,soc_
O&G = Oil & Gas ^ `t 5
D.R. = Ditch Road
• = House �J2c
• = Shed 14'`..rota ..Z
• = Proposed Access ,�
• = Existing Access
NT
OFFICE USE ONLY:
Road ADT Date Accidents Date
Road ADT Date Accidents Date
Drainage Requirement Culvert Size Length
Special Conditions
O Installation Authorized ❑ Information Insufficient
Reviewed By: Title:
-9-
Hello