HomeMy WebLinkAbout20053418.tiff SITE SPECIFIC DEVELOPMENT PLAN AND USE BY SPECIAL
REVIEW (USR) APPLICATION
FOR PLANNING DEPARTMENT USE DATE RECEIVED:
RECEIPT#/AMOUNT# /$ CASE #ASSIGNED:
APPLICATION RECEIVED BY PLANNER ASSIGNED:
Parcel Number 1 4 7 3 _ 3 0 . 0 _ 0 0 _ 0 3 2
(12 digit number-found on Tax I.D. information,obtainable at the Weld County Assessor's Office,or www.co.weld.co.usl.
Southeast 1/4 of
Legal Description , Section 30 , Township l North, Range 65 West
Flood Plain: NO Zone District: Agricultus%tal Acreage: 135.11 , Overlay District: NO
Geological Hazard: NO , Airport Overlay District:
FEE OWNER(S) OF THE PROPERTY:
Name: Edmondson Land, TIC
Work Phone# 303-654-1682 Home Phone# Email Address:
Address: 15300 E. 132nd Avenue
City/State/Zip Code Brighton, 00 80601
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: Scott R. Larson •
Work Phone# 303-861-0920 Home Phone# Email Address: srlpc@ .ol scam
Address: 1888 Sherman Street, Suite 415
City/State/Zip Code Denver, CO 80203
PROPOSED USE:
The property will be used as a certified wholesale nursery operation,
growing and selling nursery stock and hardline products produced both
on the property and imported.
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 includ with the application. If a corporation is the fee owner, notarized evidence must be incl eri inrlir`atinn that
the sign ory has to le authority to sign for the corporation. EXHIBIT
g ! n08/12/05 I 3
Signature. r Authori d A t Dale Signature: Owner or Authorized
2005-3418 -6-
C'fJ
1031 SoLutions
August 5, 2005 2505waln t Street Suite303
Boulder,Colorado 80302
RE: 18539 Weld County Road 4I(]30341310 440 311 t 06641340 1031
Brighton, Colorado 80601 o3 413 1031 aee 413 1031
www.1031 service
To Whom It May Concern:
Please be advised that by resolution adopted by RES-0420, LLC, Scott R. Larson, P.C.
and Scott R. Larson, Esq. are specifically authorized to act on behalf of RES-0420, LLC for
purposes of applying for and processing a use by special review for property located at
18539 Weld County Road 4, Brighton, Colorado 80601.
RES-0420, LLC currently holds title to the referenced property as a nominee for and in
connection with a tax deferred real estate exchange that was structured by Edmundson
Land, LLC in accordance with Internal Revenue Code Section 1031 . It is anticipated that
RES-0420, LLC will be transferring title to Edmundson Land, LLC in the very near future.
This letter will also confirm that RES-0420, LLC is a wholly owned subsidiary of 1031
Solutions, LLC and that Richard L. Levy is the duly authorized Manager of 1031 Solutions,
LLC and RES-0420, LLC. No further signatures are required in connection with the
authorization being granted herein.
Please do not hesitate to call the undersigned with any questions or if you require
additional information.
Sincerely,
1031 Solutions, LLC RES-0420, LLC
a Colorado limited liability company a Colorado limited liability company
By: Li... . C By:
Richard L. Levy, Manage( Richard L. Levy, Man er
•
Colorado Secretary of State
"Filed Date and Time: 08/20/2004 05:10 PM
Document Processing Fee Entity Id: 20041290280
If document is on paper. $50.00
If document is filed electronically: S .99 Document number: 20041290280
Fees are subject to change.
For electronic filing and to obtain
copies of filed documents visit
www.sos.state.co.us
Deliver paper documents to:
Colorado Secretary of State
Business Division
1560 Broadway,Suite 200
Denver,CO 80202-5169 Paper documents must be typed or machine printed. ABOVE SPACE FOR OFFICE USE ONLY
Articles of Organization
filed pursuant to 7-90-301,et seq.and§7-80-204 of the Colorado Revised Statutes(C.R.S)
1.Entity name:
RES-0420, LLC
(The name ofa limited liability company must contain the term or abbreviation"limited
liability company", "ltd liability company" "limited liability co.", "ltd.liability co.",
"limited", "llc" "1.1.c.",or"ltd."§7-90-601,CRS)
2.Use of Restricted Words(if any of these
terms are contained in an entity name,true O "bank"or"trust"or any derivative thereof
name of an entity trade name or trademark O "credit utlion" O "savings and loan"
stated in this document,make the applicable O "insurance","casualty","mutual",or"surety"
selection):
3.Principal office street address: 2505 Walnut Street, Suite 303
(Street name and number)
Boulder CO 80302
(City) (State) (Pos(Postal/ZipCode)
United States
(Province-if applicable) (Country-if not US)
4.Principal office mailing address
(if different from above): (Street name and number or Post Office Bar information)
(City) (State) (Postal/lip Code)
(Province-if applicable) (County-if not US)
5.Registered agent name (Wan individual): Levy Richard L.
(Last) (First) (Middle) (Suffix)
OR(ifa business organization):
6.The person identified above as registered agent has consented to being so appointed.
7.Registered agent street address: 2505 Walnut Street, Suite 303
(Street name and number)
Boulder co 80302
Rev.6/14/2004
1 of 3
(city) (State) (Paxm12 p Code)
8.Registered agent mailing address
(if different from above): (Street name and number or Post Office Box information)
(City) (State) (Postal/Zip Code)
(Province—if applicable) (Country—41-not US)
9.Name(s)and mailing address(es)
of person(s)forming the limited
liability company:
(if an individual):
(Last) (first) (Middle) (Suffix)
OR(if a business organization):
1031 Solutions, LLC
2505 Walnut Street, Suite 303
(Street name and number ar Post Office Box information)
Boulder (CO 80302
(C`0') Uniteg)States (Postal/Zip Code)
(Province-if applicable) (Country-if not US)
(if an individual)
(Last) (First) (Middle) (Suffix)
OR(if a business organization)
(Street name and number or Post Office Box information)
(City) (State) (Postal/Zip Code)
(Province-if applicable) (Country-if not US)
(if an individual)
(Last) (First) (Middle) (Suffix)
OR(if a business organization)
(Street name and number or Post Office Box information)
(City) (State) (Postal/Zip Code)
(Province-(I applicable) (Country-if not US)
(if more than three persons are forming the limited liability company,mark this box 0 and include an attachment stating the true
names and mailing addresses of all additional persons forming the limited liability company)
Rev.6/14/2004
2 of 3
10.The management of the limited liability company is vested in managers El
OR is vested in the members D.
11.There is at least one member of the limited liability company.
12. (Optional) Delayed effective date:
(mm/dd/yyyy)
13.Additional information may be included pursuant to other organic statutes such as title 12,C.R.S. If
applicable,mark this box ❑and include an attachment stating the additional information.
Notice:
Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or
acknowledgment of each individual causing such delivery,under penalties of perjury,that the document is the
individual's act and deed,or that the individual in good faith believes the document is the act and deed of the
person on whose behalf the individual is causing the document to be delivered for filing,taken in conformity
with the requirements of part 3 of article 90 of title 7,C.R.S.,the constituent documents,and the organic
statutes,and that the individual in good faith believes the facts stated in the document are true and the
document complies with the requirements of that Part,the constituent documents,and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of
state,whether or not such individual is named in the document as one who has caused it to be delivered.
14.Name(s)and address(es)of the
individual(s)causing the document Levy Richard L.
to be delivered for filing:
2505 MINA Street, Suit Y03 (Middle) (Suffix)
(Street name and number or Post Office Box information)
Boulder CO 80302
(City) uriWFi States(Pastall7ip Code)
(Province—if applicable) (Country—ifnot US)
(The document need not state the true name and address of more than one individual. However,if you wish to state the name and address
of any additional individuals causing the document to be delivered for filing mark this box O and include an attachment stating the name
and address of such individuals.)
Disclaimer:
This form,and any related instructions,are not intended to provide legal,business or tax advice,and are
offered as a public service without representation or warranty. While this form is believed to satisfy minimum
legal requirements as of its revision date,compliance with applicable law,as the same may be amended from
time to time,remains the responsibility of the user of this form. Questions should be addressed to the user's
attorney.
Rev.6/14/2004
3 of 3
ARTICLES OF ORGANIZATION
OF
1031 SOLUTIONS,LLC.
The utderaigned natural parson of the age of eighteen years or more,acting as the organizer of a
limited liability company under the Colorado Limited Liability Company Act, adopts the following
Articles of Organization for such limited liability company:
FIRST: The tame ofthe limited liability company is:
1031 Solu ons,Id.C -
SECOND: The limited liability company is organized for any lawful purpose pursuant to the
Colorado Limited Liability Company Act FILED
6nfor ar rr*aao
'.mtOaAaONOWIWIr 0VS All
. THIRD: Principal place ofbusiness(if known):
1460 Patton Drive 20021141497 M
Boulder,Colorado 80303 9 E'er
.-� 5(El5C._R9EfARY OF STATE
FOURTH: The street address of the Initial registered office of the limited nu ** 5'10'51
1460 Patton Drive
Boulder,Colorado 80303 •
The mailing address(if different flora above)of the initial registered office of the limited
liability company is:(Same).
The name of its proposed registered agent in Colorado at that address is
Richard L.Levy - ..
FIFTH: 71 The management is vested in managers(check if appropriate).
SIXTH The names and buses addresses of the initial managers are:
MAME - ADDRESS(include ao codes)
Richard L Levy 1460 Peden Drive
Boulder,Colorado 80303
Linda O.Levy - - 1460 Patton Drive
Boulder,Colorado 80303
SEVENTH The name and address of the organizer is: . 1,t7 IL
NAME ADDRESS(include zip coda)
Richard L Levy 1460 Patton Drive
Boulder,Colorado 80303
Signed: (attn....3 C. Leo
Richard L.Levy,Organizer
EDMUNDSON LAND, LLC
15300 E. 132nd Ave.
trighton, CO 80601
To Whom It May Concern:
Please be advised that by resolution adopted by Edmundson Land, LLC,
Scott R. Larson, P.C. and Scott R. Larson, Esq. are specifically authorized to
act on behalf of Edmundson Land, LLC for purposes of applying for and
processing a use by special review for property located at 18539 Weld County
Road 4, Brighton, Colorado 80601 .
Sincerely,
MUNDSON L D, LLC
_zjaju1/41-_______
ve Edmundson, Member
Edmundson, Member
At t,:(kgr, 7 ____
randy L. Edmu son, Member
..
CORPORATE RESOLUTION
FOR
EDMUNDSON LAND, LLC
The Members of Edmundson Land, LLC hereby authorize Scott R. Larson to act on its
behalf in the application process for obtaining a use by special review zoning modification to our
property located at 18539 Weld County Road 4, Brighton, Colorado 80601.
Dated this 25- day of July, 2005.
EDMUNDSON LAND, LLC
By
a e Edmundson, ember
By: 97C._
Matt Edmundson, Member
By:I Jar
%'t ,/l V
Brandy L. Edmunu's in
Mail to:Secretary of State For office use only 031
Corporations Section -
1560 Broadway,Suite 200
Denver,CO 80202
(303)894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $50.00
MUST SUBMIT TWO COPIES
Please include a typed ARTICLES OF ORGANIZATION - -
self-addressed envelope
I,the undersigned natural person of the age of eighteen years or more,acting as organizer of a limited liability company under the
Colorado Limited Liability Company Act,adopt the following Articles of Organization for such limited liability company:
FIRST: The name of the limited liability company is Edmundson Land LLC.
SECOND: Principal place of business(if known): 15300 E.132nd Avenue
Brighton,Colorado 80601
THIRD: The street address of the initial registered office of the limited liability company is 15300 E. 132"d Avenue,
Brighton,Colorado 80601.
The mailing address (if different from above)of the initial registered office of the limited liability company is P.O.
Box 932,Brighton,Colorado 80601.
The name of its proposed registered agent in Colorado at that address is Matthew D.Edmundson.
FOURTH: _The management is vested in managers(check if appropriate)
FIFTH: The names and business addresses of the initial manager or managers or if the management is vested in the
members,rather than managers,the names and addresses of the member or members are:
NAME ADDRESS (include zip code)
David R. Edmundson 262 S. 22nd Avenue
Brighton,Colorado 80601
Matthew D.Edmundson 20110 E.Lehigh Place
Aurora,Colorado 80013
SIXTH: The name and address of the organizer is:
NAME ADDRESS(include zip code)
Scott W.Stauffer 2851S. Parker Road,Ste 720
Aurora,Colorado 80014
Signed k,/
Organizer 3
Revised 7/95
OPERATING AGREEMENT
OF
EDMUNDSON LAND LLC
a Colorado Limited Liability Company
The undersigned, as signatories to this Operating Agreement
(hereinafter "the Agreement" ) , do hereby enter into this Agreement
at Brighton, Colorado, under the name of Edmundson Land LLC, a
Colorado limited liability company (hereinafter the "Company" ) , this
22"° day of June, 2001 .
I.
Place of Business
The principal place of business of the Company shall be located
at 15300 E . 132"° Avenue, Brighton, Colorado 80601, or such other
address to which the business may from time to time be moved.
II.
Purposes
The Company is organized for the purpose of purchasing and
renting land, in addition to any lawful purpose .
III.
Duration of the LLC
The Company shall continue perpetually unless terminated sooner
by operation of law or by agreement between the parties .
IV.
Registered Office and Agent
The initial registered office of the Company shall be located
at 15300 E. 132n° Avenue, Brighton, Colorado 80601, and the name of
the registered agent at such address is Matthew D. Edmundson.
Either the registered office or the registered agent may be changed
in the manner provided by law.
V.
Capital Contributions
A. The undersigned members agree to share in all post-
formation capital contributions, profits, losses, and surplus of the
Company according to the percentages of their ownership. Each
member owns an undivided percentage interest in the business and
Company as follows :
David R. Edmundson 51% Interest
Matthew D. Edmundson 49% Interest
1
Two thousand (2, 000) units of membership interest of the
Company, having a book value of One and 00/100 Dollar ($1 . 00) per
unit, have been issued to the undersigned members as follows :
Member' s Name Units Consideration
David R. Edmundson 1, 020 Units $1, 020 . 00 Cash
Matthew D. Edmundson 980 Units $980 . 00 Cash
B . Certificates representing units of membership of the
Company shall be in such form as shall be determined by the members .
Such certificate shall be signed by at least one (1) member. Any or
all of the signatures on the certificate may be facsimile . In case
any member who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such member before
such certificate is issued, the certificate may be issued by the
Company with the same effect as if he were such member at the date
of issue. All certificates for units of membership shall be
consecutively numbered or otherwise identified. No certificate
shall be issued to a member until such member' s interest has been
fully paid to the Company. No certificate shall be issued to a
member until such member' s interest has been fully paid to the
Company. Payment may include (1) contribution of cash or property,
(2) execution of a promissory note in favor of the Company, (3)
recognition of compensation for services by the members, or (4) any
combination of (1) through (3) .
VI.
Additional Capital Contributions
A. The members may contribute and pay to the Company in
proportionate amounts any additional capital deemed necessary for
the operation of the Company; provided, however, that in the event
that any member deems it advisable to refuse or fails to contribute
its share of any or all of the additional capital, then the other
members or any one of them may contribute the additional capital not
paid in by such refusing member and shall receive therefore an
increase in the proportionate share of the ownership or interest in
the entire Company in direct proportion to the said additional
capital contributed. Unless otherwise agreed, the right to make up
additional capital contributions of a refusing member shall be
available in the same order as the right to purchase in the case of
withdrawal or death of a member, as set forth in Section XVII,
Subsection A.
B . A member has the right to make additional contributions in
cash, property, or services rendered, or through a promissory note
or other obligation to the Company to contribute cash or property or
to perform services . A member is obligated to the Company to
perform any enforceable promise to contribute, even if he is unable
to perform because of death, disability or other reason. If a
2
member does not make a required contribution of property or
services, he is obligated, at the Company' s option, to contribute
cash equal to the remaining balance of his promised contribution. A
member' s obligation to make or return a capital contribution paid or
distributed in violation of Colorado statutes may be compromised
only by a written consent of all the members . No promise by a
member to contribute to the Company is enforceable unless it is set
out in a writing signed by the member.
VII.
Division of Profits and Losses
Each member shall own a capital interest in the Company as set
forth in Section V, entitled "Capital Contributions, " except as the
same may hereafter vary or change as provided in the first paragraph
of Section VI, entitled "Contributions of Additional Capital . " All
profits and losses of the Company enterprise shall be shared by each
of said members according to the percentage of interest each member
owns, as reflected in the Company' s records . A separate capital
account shall be maintained for each member. No member shall make
any withdrawals from capital without prior approval of the other
member (s) . If the capital account of the member becomes impaired,
its share of subsequent Company profits shall be first credited to
its capital account until that account has been restored.
VIII.
Management Duties and Restrictions
A. Management of the Company shall be vested in the members,
and all members shall have proportionate rights in the management of
the Company. No member shall, without the consent of the other
members, endorse any note or act as an accommodation party, or
otherwise become surety for any person in any transaction involving
the Company. Without the consent of the other members, no member
shall on behalf of the Company borrow or lend money, or make,
deliver or accept any commercial paper, or execute any mortgage,
security agreement, bond, or lease, or purchase or contract to
purchase, or sell or contract to sell, any property for or of the
Company. No member shall, except with the consent of the other
members, mortgage, grant a security interest in its share in the
Company or in the Company' s capital assets or property, or do any
act detrimental to the best interest of the Company or which would
make it impossible to carry on the ordinary purposes of the Company.
B. Matthew D. Edmundson shall be the "Tax Matters Partner" of
the Company for purposes of Section 6221 through 6231, inclusive, of
the Internal Revenue Code, and the members shall take any and all
action as may be required from time to time pursuant to Treasury
Regulations or Revenue Procedures issued thereunder to designate
Matthew D. Edmundson as the Tax Matters Partner. Matthew D.
Edmundson agrees promptly to comply with all obligations under the
law imposed upon a Tax Matters Partner.
3
Ix.
Meetings - Members
A. The annual meeting of the members shall be held at the
principal place of business of the Company at 9 : 00 a.m. on February
14Ch of each year, commencing in the year 2002 . If the day fixed for
the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. Failure to hold the
annual meeting shall not work a forfeiture or dissolution of the
Company. Special meetings of the members, for any purpose or
purposes described in the meeting notice, may be called by not less
than one-tenth of all the membership units entitled to vote at the
meeting.
B. Unless waived, written or printed notice stating the place,
day and hour of the meeting, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be
delivered either personally or by U. S . pre-paid mail to each member
not less than ten (10) nor more than fifty (50) days before the date
of the meeting. If three successive notices mailed to the last
known address of any member are returned as undeliverable, no
further notices to such member shall be necessary until another
address for such member is made known to the Company. A written
waiver of notice signed by any member shall be the equivalent to the
giving of such notice of meeting. By attending a meeting, a member:
(1) waives objection to lack of notice or defective notice of such
meeting unless at the beginning of the meeting, the member objects
to the holding of the meeting or the transacting of business at the
meeting; and (2) waives objection to consideration at such meeting
of a particular matter not within the purpose or purposes described
in the meeting notice unless the member objects to considering the
matter when it is presented. Members may participate in meetings by
telephone, and have the right to vote in person or by proxy. Any
action which may be taken at a meeting of members may be taken
without a meeting by written action signed by all the members . Said
written consent has the same force as a unanimous vote of the
members.
C. A majority of the membership units entitled to vote shall
constitute a quorum at the meeting of members . If a quorum is
present, the affirmative vote of the majority of the membership
units represented at the meeting and entitled to vote on the subject
matter shall be the act of the members . If a quorum is not
represented at any meetings of the members, such meeting may be
adjourned for a period not to exceed sixty (60) days at any one
adjournment . Each membership unit shall be entitled to one (1)
vote .
4
X.
Costs and Expenses
A member or individual associated with a member shall be
separately compensated on a salaried basis for services performed in
carrying out the operation of the Company at the discretion of the
members, which salary shall be determined at the annual member
meeting or at a special meeting of the members . No salaries or
individual compensation shall be otherwise payable, without consent
of the members, for the normal management although the members may
from time to time employ one or more representatives at a designated
salary. Members shall be entitled to reimbursement of out-of-pocket
costs incurred on behalf of the Company.
XI.
Banking
All funds of the Company shall be deposited in its name in such
checking account or accounts as shall be designated by the members.
All withdrawals therefrom are to be made upon checks which must be
signed by one of the members .
XII.
Books
The Company books shall be maintained at 15300 E. 132nd Avenue,
Brighton, Colorado 80601 (or at such other location as the Company
may subsequently occupy) , and each member shall have access thereto.
The books shall be kept on a calendar year basis, and shall be
closed and balanced at the end of each fiscal year. An audit shall
be made as of the closing date, if a request for such audit is made
in writing by any member, and mailed or delivered to the other
members . Each of the parties to this Agreement hereby covenants and
agrees to cause all known business transactions pertaining to the
purpose of the Company to be entered properly and completely into
said books . The Company will furnish annual financial statements to
the members and prepare tax returns in a timely manner (including
allowable extensions) , furnishing copies of such returns to all
members at least three (3) days before they are filed by the
Company. If the Company has only one member, the financial activity
of the Company may be reported directly through the member' s tax
return rather than in a separate tax return, as permitted by federal
tax regulations .
XIII.
Insurance
During the course of the term for which the Company is formed,
the Company shall carry liability insurance in such amounts as are
deemed appropriate by the members .
5
XIV.
Voluntary Termination
A. The Company may be dissolved at any time by agreement of
all the members, in which event the members shall proceed with
reasonable promptness to liquidate the Company. The assets of the
Company shall be sold and distributed in the following order:
1 . To pay or provide for the payment of all Company
liabilities to creditors other than members, and liquidating
expenses and obligations;
2 . To pay debts owing to members other than for capital
and profits;
3 . To pay debts owing to members in respect to capital;
and
4 . To pay debts owing to members in respect to profits .
B . If, upon the voluntary termination of the Company, there
are any equipment or other assets which were leased or purchased
directly by the Company and are subject to outstanding leases or
purchase financing, then such equipment or other assets may be
returned to the lessor (in the case of leased assets) or sold (in
the case of purchased assets) with the Company paying any remaining
balance due upon the lease or purchase financing. A member may
elect to withdraw any of the leased or purchased equipment referred
to in this subsection into its own possession and for its own use
and shall thereafter be solely responsible for the payment of any
remaining lease or financing obligations related to such equipment,
but only with the unanimous consent of all other members . Such
withdrawal of leased or purchased equipment or other assets shall
constitute a portion of the allowable distributions to the member,
after consideration for the lease or financing obligation assumed by
the member.
XV.
Withdrawal of Member
A. Any member who shall be desirous of selling some or all of
his share and interest, as evidenced by membership units, in the
Company shall give the right of first refusal to purchase said share
and interest at the same price as being offered by a bona fide third
party buyer to all members other than the selling member. Each
member electing to purchase shall have the right to purchase that
percentage of the share being sold obtained by dividing the number
of his respective membership units of the Company by the number of
total membership units of all members electing to purchase . Notice
of the right of first refusal shall be given in writing to each non-
selling member, and a member' s election to purchase shall be made in
6
writing to the selling member within fifteen (15) days after receipt
of the first notice.
B . Any member may voluntarily withdraw or resign from the
Company at any time by giving written notice to the other members,
but, if the withdrawal violates this Agreement, the Company may
recover from the withdrawing member damages for breach of this
Agreement and offset the damages against the amount otherwise
distributable to the withdrawing member. Upon withdrawal, a
withdrawing member is entitled to receive any distribution to which
he is entitled under this Agreement, and, if not otherwise provided
in this Agreement, he is entitled to receive, within sixty (60) days
after withdrawal, the "fair value" of his membership interest in the
Company as of the date of withdrawal based upon his right to share
in distributions from the Company. A withdrawing member shall have
no right to demand and receive any distribution from the Company in
any form other than in cash.
C. Upon resignation or withdrawal, a member is entitled only
to receive the share of the profits or other compensation by way of
income and the return of contributions, to which such member would
have been entitled if the member had not resigned or withdrawn.
XVI.
Assignment or Transfer of Share
A member' s interest and rights in the Company may be
transferred or assigned without limitation only with the unanimous
consent of the members . If a member' s interest and rights are
transferred or assigned without such unanimous consent, then the
transferee or assignee shall be entitled only to participate in the
profits and losses attributed to such interest and shall have no
managerial authority and no right to vote on managerial issues of
the Company.
XVII.
Death or Incompetence of a Member
If a member who is an individual dies or a court of competent
jurisdiction adjudges him to be incompetent to manage his person or
his property, then the member' s executor, administrator, guardian,
conservator, or other legal representative may exercise all of the
member' s rights for the purpose of settling his estate or
administering his property. If the remaining members so approve,
the Company may repurchase the interest of the deceased or
incompetent member within the six months after receiving written
notification of the member' s death or incompetence . Such purchase
shall be at the current fair value of the member' s equity interest
determined as of the date of receipt of notification.
7
XVIII.
Continuation of the Company upon Voluntary or Involuntary
Withdrawal of a Member
Upon the voluntary withdrawal of a member by resignation or the
involuntary withdrawal of a member due to death or incompetence, the
Company shall continue the operations and existence of the Company
unless the remaining members agree to voluntarily terminate and
dissolve the Company pursuant to Article XIV.
XIX.
Admission of New Members
A. A new member is a person admitted to all the rights of a
member who has been admitted in the Company with the approval of all
the members of the Company by unanimous written consent .
B. A substituted member is a person admitted to all the rights
of a member who has died or has assigned his interest in the Company
with the approval of all the members of the Company by unanimous
written consent . The substituted member has all the rights and
powers and is subject to all the restrictions and liabilities of his
assignor, except that the substitution of the assignee does not
release the assignor from liability to the Company.
C. A limited member is a person who has been transferred or
assigned only the right to participate in the profits and losses
attributed to the transferring or assigning member due to the lack
of unanimous consent of the members for such transfer or assignment .
D. A person is defined to include an individual, a
partnership, a corporation, a limited liability company, a trust, an
estate or any other entity lawfully created under the laws of the
state of Colorado or any other state .
XX.
Distributions
A. Prior to dissolution and at least annually as income has
been received by the Company, accounts have been determined, and tax
returns have been filed, the members shall determine funds available
for distribution. Upon liquidation, a reasonable reserve as
mutually determined in amount shall be established to cover
remaining liabilities of the Company, if any. Liquidation of the
Company need not be delayed provided that such amounts are properly
escrowed and arrangements are made for performance of such services
as may be required in the interest of the Company. Escrows,
reserves or liquidating accounts may be established as escrows or
otherwise, which activity need not unduly delay the termination of
the Company for all other purposes .
r
8
B. A member may not be compelled to accept distribution of any
asset in kind from the Company to the extent that the percentage of
the asset distributed to it exceeds a percentage of that asset which
is equal to the percentage in which it shares in distributions from
the Company.
C. A member may not receive a distribution from the Company to
the extent that, after making distributions to its members, the
Company' s liabilities, other than liabilities to members on account
of their membership interests, exceed the fair value of the
Company' s assets .
D. If a member has received the return of any part of its
contribution in violation of this Agreement, it is liable to the
Company for a period of six (6) years thereafter for the amount of
the contribution wrongfully returned.
E . A member has received a return of its contribution to the
extent that distribution to it reduces its share of the fair value
of the net assets of the Company below the value, as set forth in
the Company' s records, of its contribution which has not been
distributed to it .
XXI.
Violation of this Agreement
Any member who shall violate any of the terms, conditions, and
provisions of this Agreement shall keep and save harmless the
Company and its property and shall also indemnify the other then
members from any and all claims, demands and actions of every kind
and nature whatsoever which may arise out of or by reason of such
violation of any of the terms and conditions of this agreement .
XXII.
Miscellaneous
A. Right of Inspection. A member has the right to inspect
and copy the Company' s records and to obtain from the Company from
time to time (a) true and complete information regarding the
financial condition of and any other affairs relating to the
Company, and (b) copies of the Company' s federal, state and local
tax returns for each year.
B . Indemnification by the Company. The Company may indemnify
any person who was or is a party defendant or is threatened to be
made a party defendant to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the
Company) by reason of the fact that it is or was a member of the
Company, employee or agent of the Company, or is or was serving at
the request of the Company, against expenses (including attorneys '
fees) , judgments, fines and amounts paid in settlement actually and
9
reasonably incurred by it in connection with such action, suit or
proceeding if the members determine that it acted in good faith and
in a manner it reasonably believed to be in or not opposed to the
best interest of the Company, and with respect to any criminal
action or proceeding, had no reasonable cause to believe its conduct
was unlawful . The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not in itself create a
presumption that the person did or did not act in good faith and in
a manner which it reasonably believed to be in the best interest of
the Company, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that its conduct was unlawful .
C. Indemnification Funding. The Company shall fund the
indemnification obligations provided by Subsection B of Section XXII
in such manner and to such extent as the members may from time to
time deem proper.
D. Determination of Fair Value . Whenever a determination of
"fair value" is required by the provisions of this Agreement, as in
Section XV, Subsection B, such fair value may be set by the
unanimous agreement of all members, including a withdrawing member,
a deceased or incompetent member or a dissolving member, or their
authorized representatives . If a unanimous agreement cannot be
reached, then the members of the Company shall obtain appraisals
from three independent appraisers with respect to the interest for
which fair value must be determined and the average of the three
appraisals shall be deemed to be the fair value of the subject
interest . Such appraisals shall be obtained not later than thirty
(30) days after any required notice has been received by the
Company.
XXIII.
Arbitration
A. All controversies arising out of this Agreement, or
concerning the alleged breach hereof, shall be submitted to binding
arbitration with the American Arbitration Association (the
"Association" ) . Notwithstanding the provisions of this Section
XXIII, any party may seek appropriate injunctive relief for any
threatened conduct . The non-prevailing party shall bear the
expenses in the arbitration proceeding, unless the arbitrator
determines otherwise . Judgment upon the award rendered may be
entered in any court of competent jurisdiction.
B. The procedure for arbitration shall be in accordance with
the Association' s then existing rules, except that each party may
select one arbitrator, and the two selected arbitrators shall choose
a third arbitrator. If either party fails to select an arbitrator
within ten (10) days after arbitration is sought, or the two
arbitrators fail to select a third arbitrator within fifteen (15)
10
days after arbitration is sought, the Association shall make the
selection.
XXIV.
Amendment
This Agreement is a written contract of the members and any
amendments thereto must be written and executed by all members at
any regular or special meeting of the members . All members
subsequently admitted shall be required, as a requirement of
membership, to execute a statement accepting this Agreement as the
Operating Agreement of the Company and agreeing to be bound by its
terms .
XXV.
Fiscal Year
The fiscal year of the corporation shall end on December 31 .
XXVI.
Seal
The Company' s seal shall be circular in form and shall have
inscribed thereon the name of the Company, the state of
organization, year of organization, and the words "Limited Liability
Company Seal . "
IN WITNESS WHEREOF, the parties have hereunto set their hands
to this Operating Agreement of Edmundson Land LLC to be effective as
of June 22 , 2001, the date of organizatio as a limited liability
company in the State of Colorado.
I
9 �
I .>' i .fa , tvt
David R. Edmundson
atthew D. Edmundson
11
SITE SPECIFIC DEVELOPMENT PLAN AND USE BY
SPECIAL REVIEW (USR) QUESTIONNAIRE
Submitted by Edmundson Land, LLC
Authorized Agent for Edmundson Land, LLC: Scott R. Larson
1. Explain, in detail, the proposed use of the property.
The property will be used as a certified wholesale nursery operation, growing and selling
nursery stock and hardline products, produced both on the property and imported.
2. Explain how this proposal is consistent with the intent of the Weld County Code,
Chapter 22, (Comprehensive Plan).
The use is consistent with the current agricultural definitions and all sales will be
wholesale only.
3. Explain how this proposal is consistent with the intent of the Weld County Code,
Chapter 23 (Zoning) and the zone district in which it is located.
The use is consistent with the current agricultural definitions and all sales will be
wholesale only. This property is located in the agricultural zone district.
4. What type of uses surround the site? Explain how the proposed use is consistent
and compatible with the surrounding land uses.
Uses surrounding the site include agricultural row crop production, corn, pumpkins, etc.
5. Describe, in detail, the following:
a. How many people will use this site?
Employees will vary from 35 - 45 persons.
b. How many employees are proposed to be employed at this site?
Employees will vary from 35 -45 persons.
c. What are the hours of operation?
1
Monday- Friday: 7 a.m. - 5:00 p.m.; Saturday: 7:00 a.m. - 12:00 p.m.
d. What type and how many structures will be erected (built)on this site?
One office structure; one or two possible outbuildings.
e. What type and how many animals, if any will be on this site?
No animals.
f. What kind (type, size, weight)of vehicles will access this site and how many?
Cars, trucks, Class A vehicles (semi tractor trailers), tractors.
g. Who will provide fire protection to the site?
Lochbuie Fire Department.
h. What is the water source on the property? (Both domestic and irrigation).
Domestic and two(2)irrigation wells.
i. What is the sewage disposal system on the property? (Existing and
proposed).
Septic (existing and proposed).
j. If storage or warehousing is proposed,what type of items will be stored?
Storage of harvested or containerized nursery stock, bulk landscape materials, and
other complimentary hardlines.
6. Explain the proposed landscaping for this site. The landscaping shall be separately
submitted as a landscape plan map as part of the application submittal.
Current landscape.
2
7. Explain any proposed reclamation procedures when termination of the Use by
Special Review activity occurs.
N/A
8. Explain how the storm water drainage will be handled on the site.
Current drainage will not be substantially altered from the current state.
9. Explain how long it will take to construct this site and when construction and
landscaping is scheduled to begin.
"Construction" as it is related to buildings would be scheduled to begin in the spring of
2009, finishing in the fall of 2009.
10. Explain where storage and/or stockpile of wastes will occur on this site.
Storage will occur in roll-off dumpsters located near outbuildings. Waste Management
will handle removal of waste/garbage.
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3
USE BY SPECIAL REVIEW APPLICATION
Information Regarding Water Supply
Submitted by Edmundson Land,LLC
The following information is attached regarding evidence of adequate water supply on the
property located at 18539 Weld County Road 4, Brighton, CO 80601:
1. Letter from Anne J. Castle, Holland and Hart, dated July 27, 2005, regarding the two
existing irrigation wells, Permit Nos. 267R and 268R;
2. Copies of the well permits for the two irrigation wells, Permits No. 267R and 268R, and a
copy of the domestic well permit, Permit No. 8741.
Currently, Matthew Edmundson resides at the house located on this property. As long as
Mr. Edmundson resides in the house, the domestic well cannot be converted to a commercial
well. If and when the house is converted to an office, Edmundson Land, LLC will provide proof
that a commercial well permit has been issued. Also, prior to converting the house to an office,
Edmundson Land, LLC will supply bottled water to employees.
Oct- 12-O5 12 : 28P
(� G _ration,
P- 02
Scott
�.
SoOrr R LAgaON
eft!oaner egg, .lam Adman e.Comma weeoeN
A PAc$EseroNN.Ccw4wnOn
DErraaa Ort[e:
TELEPHC a::(303)881-0920 1888 SrewwN Smarr Pissau Far ro Oenajr arag FAX:(303)880-1302 Srw,wn PLAZA,SurrE 415
Comm.CO 80203
October 12, 2005
Transmitted Via Fac "le
to (970) 304-6498
Mr. Kim Ogle
Department of Planning Services
North Office
918 10th Street
Greeley, CO 80631
RE: USR-1528- Request for a Site Specific Development Plan and Special Review
Permit for a use by right, an accessory use or a use by special review in the
(Business) Commercial Zone District (Wholesale Trade Establishment for the sale of
nursery stock and hardline products produced and imported to site) in the A
(Agricultural) Zone District on a parcel of land described as Part SE4 of Section 30,
TIN, R65 W of the 6th P.M., Weld County, Colorado
Dear Mr. Ogle:
Thank you for your e-mail of October 10, 2005. 1 have reviewed it partially with my client
and this letter will serve to act as a "sign plan" for the subject property. My client currently, at its
premises in Brighton, has an unlit 4' x 8' sign which is 2-sided. They are requesting the ability to use
the same type of sign, i.e., a 4' x 8' unlit sign, at the premises in Weld County which is the subject
matter of'this USR. That sign will be placed in conformance with all Weld County Regulations and
will be an identifying sign at or near the roadside. Please incorporate this request into the USR,
Sincerely,
SCOTT R. LARSON, C.
`"'Scat . La n
SRL/vs
cc: Matt Edmundson
y. - - 'OFFICE:
N5589 Cann Traaac A • GRew We.WI 54941
FOR COMMERCIAL SITES, PLEASE COMPLETE THE FOLLOWING INFORMATION
BUSINESS EMERGENCY INFORMATION:
Business Name: EDMUNDSON LAND, TIC Phone: 303-654-1682
Address: 15300 E. 132nd Avenue City, ST, Zip: Brighton, OD 80601
Business Owner:Matthew Edmundson Phone: 303-654-1328
Home Address: 18539 Weld CR 4 City, ST, Zip: Brighton, OD 80603
List three persons in the order to be called in the event of an emergency:
NAME TITLE ADDRESS PHONE
Matthew Edmundson, Menber 18539 Weld CR 4, Brighton, OD 80603 303-901-4790
David Edmundson, Member 366 Monte Vista, Brighton, CO 80601 303-654-1328
Dan Lira, Employee 15300 E. 132nd Avenue, Brighton, CO 80601 303-901-4789
Business Hours: 7:00 a.m. - 5:00 p.m. Days: Monday - Friday
•00 a.m. — 12:00 p.m. Saturday
Type of Alarm: one Burglar Holdup Fire Silent Audible
Name and address of Alarm Company: N/A
Location of Safe: N/A
MISCELLANEOUS INFORMATION:
Number of entry/exit doors in this building: 3 Location(s): Northwest corner, West side,
Northeast corner/side
Is alcohol stored in building? NO Location(s):
Are drugs stored in building? NO Location(s):
Are weapons stored in building? NO Location(s):
The following programs are offered as a public service of the Weld County Sheriff's Office. Please indicate the programs
of interest. Physical Security Check Crime Prevention Presentation
UTILITY SHUT OFF LOCATIONS:
Main Electrical: Northwest corner bedroom, main level of house
Gas Shut Off: Propane tank located 20 feet north of house
Exterior Water Shutoff: Well housing 10 feet north of house
Interior Water Shutoff: North wall of basement
-12-
`�o
cSaott cR. .Laas.on, 2e.
Scorn R.LaIN
clfttosney s oft Law AceErrico•t Caorum&WsooraN
A PROFESSIONAL CORPORATION
DENVER OFFICE:
Tasrla.E:(303)861-0920 1888 SHERMAN Slit' REAM rear to Dee oFFcE
FAX:(303)860-1302 SHERANN PLAZA,Store 415
DENVER,CO 80203
September 15, 2005 Weld County ng rtment
GREELEyPlanni
OFFICEDepa
SEP 1 6 2005
Weld County Colorado RECEIVED
Department of Planning Services
North Office
918 10t Street
Greeley, CO 80631
RE: USR-1528- Request for a Site Specific Development Plan and Special Review
Permit for a use by right, an accessory use or a use by special review in the
(Business) Commercial Zone District (Wholesale Trade Establishment for the sale of
nursery stock and hardline products produced and imported to site) in the A
(Agricultural) Zone District on a parcel of land described as Part SE4 of Section 30,
TIN, R65W of the 6th P.M., Weld County, Colorado
To Whom It May Concern:
Please be advised that, at the Hudson Planning Commission meeting, I was advised by the
Hudson Planning Commission that the Hudson Fire Protection District does provide fire protection
for the premises under which the USR Application has been submitted. I believe previously there
was a belief that there was no fire protection district that provided fire protection for this property.
Please incorporate this into our Application. If there is anything further you need, please feel free
to contact me.
Sincerely,
SCOTT R. LARSO , P.C.
Scott R. Larson
SRL/vs
WISOCNSN OFFICE:
N5589 Courm Taut*A • GREEN LAI'E,WI 54941
cScoLE _ration, 2e.
SS0TT R.La19WU
ofttotneys oft lam Aden®IN Cana=8 WISCONSIN
A PROFESSIONAL CamoRAno8
TaErHONE:(303)881-0920 1888 SHEetnl Sir<xi PEASE Rr tV To DemER OFOCE
FAX:(303)880-1302 SH81.w Pw-A,SURE 415
DENVER,CO 80203
September 2, 2005
Weld County Planning Department
GREELEY OFFICE
Mr. Kim Ogle
Department of Planning Services SEP — 6 2005
North Office RECEIVED
918 10th Street
Greeley, CO 80631
RE: USR-1528- Request for a Site Specific Development Plan and Special Review
Permit for a use by right, an accessory use or a use by special review in the
(Business) Commercial Zone District (Wholesale Trade Establishment for the sale of
nursery stock and hardline products produced and imported to site) in the A
(Agricultural) Zone District on a parcel of land described as Part SE4 of Section 30,
TIN, R65W of the 6th P.M., Weld County, Colorado
Dear Mr. Ogle:
Thank you for your letter dated August 23, 2005, but received in my office August 31, 2005,
with respect to the above-referenced matter. At the submittal of the application, the Assistant
Planner indicated that there would be a recommendation to deny the application because we do not
have a commercial well permit. I would like to discuss that matter with you, and will be calling your
office to schedule a meeting prior to the October 18, 2005 hearing date.
Thank you for your attention to this matter.
Sincerely,
SCOTT R. LARSON, P.C. C
Scott R. Larson
SRL/vs
Dictated by Scott R. Larson
and signed in his absence.
WmmoorsN CFicE:
N5589 Counv lam A • CoaN LAKE,WI 54941
Hello