HomeMy WebLinkAbout20042687.tiff Pleldwo0 pewaa0 !oN pal7.wgns uo(teallddy
PLANNED UNIT DEVELOPMENT (PUD) CHANGE OF ZONE APPLICATION
HOOZ c i. AVM
FOR PLANNING DEPARTMENT USE DATE RECEIVED:
RECEIPT#/AMOUNT# /$ CASE#ASSIGNED:
APPLICATION RECEIVED BY PLANNER ASSIGNED: 331110 A313389
1uJw4JVt au 1uluuvid A}unu'3 plight
Parcel Number: 1467 05 000030
Legal Description: Lot B of RE-3105, Section: Pt. of the N2NW4 of Section 5, Township: 1 North, Range 68 West
Existing Zone District : A (Agricultural); Proposed Zone Dstrict: PUD; Total Acreage: 56; Proposed#/Lots: 9
Average Lot Size: 1.89 acres; Minimum Lot Size: 1.71 acre; Proposed Subdivision Name: Highland Farms
Proposed Area (Acres) Open Space: 12.8 acres
Are you applying for Conceptual or Specific Guilt? Specific
FEE OWNER(S) OF THE PROPERTY(If additional space is required,attach an additional sheet)
Name: Highland Acquisition Group, LLC c/o Robert Bulthaup Work Phone#: (303) 748-9445
Address: 6297 S. Potomac Way Centennial, CO 80111
APPLICANT OR AUTHORIZED AGENT(See Below:Authorization must accompany applications signed by Authorized Agent)
Name: Lauren Light/Matt Cain, LANDPROfessionals LLC Phone: (970) 5359318
Address: 4311 Highway 66, Suite 4, Longmont, CO 80504 Email: Llight@agpros.com
Mcain@agpros.com
UTILITIES: Water: Left Hand Water District
Sewer: Engineer Designed Septic Systems
Gas: Kinder-Morgan
Electric:United Power
Phone: Qwest
DISTRICTS: School: RE-1J; St. Vrain School District
Fire: Mountain View Fire Protection District
Post: Erie
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 the signatory has the legal authority to sign for the
corporation. I (we),the undersigned, hereby request hearings before the Weld County Planning Commission and the Board of
County Commissioners concerning the proposed Change of Zone for the above described unincorporated area of Weld County,
Colorado:
4 ;1/11Signature: Owner or uth ed Agent D e
g EXHIBIT
2004-2687
4J H rr1gnway 00, .Saxe 4
Longmont, CO 80504
Office (970) 535-9318
Metro (303) 485-7838
Fax: (970) 535-9854
/'. -h : L
s'
LANDPROfessionals, LLC
June 6, 2003
Weld County Planning Department
1551 N. 17th Avenue
Greeley, CO 80631
To Whom it May Concern,
I have contracted with LANDPROfessionals, LLC to process all work related to a
Planned Unit Development application to be filed at Weld County.
LANDPROfessionals, LLC is authorized to represent Highland Acquisition Group
LLC, c/o Robert Bulthaup throughout this process. Robert Bulthaup is authorized to
represent Highland Acquisition Group.
Sincerely,
R Bulthaup
---.4311 Highway 66, Suite 4
Longmont, CO 80504
Office (970) 535-9318
Metro (303) 485-7838
Fax: (970) 535-9854
waif
LANDPROfessionals, LLC
May 13, 2004
Dear Ms. Hatch:
The following information addresses the concerns that were presented at the sketch
plan phase of the Highland Estates development.
A. The use of the agricultural outlot will be limited to agricultural uses and will be
non-residential buildable. The agricultural outlot may be offered for sale, when
the individual buildable lots are sold, to which ever lot owner is interested in
purchasing the agricultural outlot.
B. The water agreement has been approved by the County Attorney.
C. The access to the southern property has been removed and a utility and
emergency access easement has been added.
D. Mountain View Fire Protection District concerns will be addressed through
covenants and plan review as requested by the District. We met with the Fire
District and they approved the emergency accesses.
E. An agreement with School District RE-1J, regarding the school bus pull-out, has
been completed. The location that has been approved by the District is shown
on the change of zone plat.
F. The location of the cluster mail box has been approved by the post office.
G. Public Works concerns will be addressed on the change of zone plat and the final
plat as requested. The access to the mobile home will be removed. A public
road improvements agreement has been submitted. An access permit from
CDOT will be provided at the appropriate time.
H. CDOT concerns have been addressed and an application for an access permit is
in process.
I. Documentation has been submitted regarding an agreement with the Lower
Boulder Ditch Company.
J. Mineral owners and lessors will be notified via certified mail. In addition, surface
use agreements have been submitted with this application.
February 10, 2003
Page 2
K. The concerns of the Colorado Geological Survey will be addressed at the time of
building permit application when a lot specific geotechnical engineering
investigation as well as an ISDS investigation will be completed for each lot.
L. The Boulder Valley Conservation District concerns are addressed through the
Lower Boulder Ditch Company agreement. In addition, no landscaping is
proposed along the banks of the ditch.
M. The Town of Eries referral response referred to their comprehensive plan
requirement of 1 dwelling unit per 5 acres in this vicinity. However, Erie does not
have an IGA with Weld County. Highland Farms could support 11 lots if 1
dwelling unit per 5 acres was adhered to as per Eries comprehensive plan.
N. All items identified through Weld County Department of Building Inspection will
be addressed through the building permit application process.
O. Weld County Department of Public Health and Environment had no concerns
with this development when additional information was submitted to the
department. Their recommendations will be incorporated into the covenants and
on the plat as stipulated.
If you have any questions please contact us.
Sincerely,
41-t-S'AN\ •
Lauren Light Matt Cain
Planner Civil Engineer
LANDPROfessionals, LLC
(970) 535-9318 Office
(970) 535-9854 Fax
(303) 485-7838 Metro
4311 Highway 66, Suite 4
Longmont, CO 80504
Ilight(Wagpros.corn
cocain@agpros.com
SITE SPECIFIC DEVELOPMENT GUIDE FOR HIGHLAND ESTATES PUD
COMPONENT ONE-ENVIRONMENTAL IMPACTS
1. Noise and Vibration— Highland Farms is a residential development and as such
there will be no adverse impacts from noise or vibration.
2. Smoke, dust and odors—As this is a residential development there will not be any
impact to the environment from smoke, dust or odors.
3. Heat, light and glare—Lighting will be typical for a residential development.
There will not be an adverse impact from heat, light or glare.
4. Visual/aesthetic impacts—Lots and houses will be oriented to take advantage of
the views to the west.
5. Electrical interference—There will not be any equipment which will cause undue
electrical interference.
6. Water pollution—There will be no activities which will cause water pollution.
7. Wastewater disposal— Individual septic systems will be utilized for wastewater
disposal.
8. Wetland removal —There are no jurisdictional wetlands located onsite.
9. Erosion and sedimentation— Construction activities will be conducted in a
manner as to reduce potential erosion concerns.
10. Excavation, filling and grading—Construction of foundations and roads will be
closely monitored and all regulations will be adhered to.
11. Drilling, ditching and dredging—Will not occur onsite.
12. Air pollution—Is not an issue in a residential development.
13. Solid waste—Individual homeowners will be responsible to remove household
trash.
14. Wildlife removal—There are no existing colonies of wildlife that will be
disturbed.
15. Natural vegetation removal —Homeowners will be encouraged to leave as much
natural vegetation as possible on their lots.
16. Radiation/radioactive material—None.
17. Drinking water source—Left Hand Water District.
18. Traffic impacts—As the development is for only nine lots, impacts to traffic will
be minimal.
COMPONENT TWO— SERVICE PROVISION IMPACTS
1. Schools—There will be an impact of 6 additional students. The school district
has indicated that cash-in-lieu will need to be paid. The District has approved the
location of the school bus stop.
2. Law enforcement—The sheriff's office recommendations will be taken into
account and will be adhered to when applicable.
3. Fire protection—Mountain View Fire Protection District will provide service and
this development will adhere to their rules and regulations when applicable.
4. Ambulance—Emergency service will be available through the fire district and
Weld County.
5. Transportation—The interior roadway will be constructed to county standards and
will be collateralized in an improvements agreement as necessary.
6. Traffic impact analysis—Not required by Weld County Department of Public
Works.
7. Storm drainage—A final drainage report will be submitted with the final plat
application and will adhere to Weld County regulations.
8. Utility provisions—All utility providers have been contacted and utilities are
available to the site.
9. Water provisions—Left Hand Water District will provide water to the site.
10. Sewage disposal system— Individual sewage disposal systems will be designed
and constructed to Weld County standards.
11. Structural Road Improvements Plan—Roads will be constructed to Weld County
specifications.
COMPONENT THREE -LANDSCAPING ELEMENTS
1. A landscape plan has been submitted as a separate document. The homeowners
association will be responsible for maintenance of landscaping. The
improvements agreement will identify landscaping as needed. Irrigation water
will be provided with a tap from Left Hand Water District.
COMPONENT FOUR— SITE DESIGN
1. There is one irrigation ditch that borders the property on the western boundary.
The location is noted on the change of zone plat and the ditch company has been
contacted and is aware of the development. An agreement with the ditch
company has been submitted with the change of zone application.
2. Section 22-2-60.C (A.Goal.3) "Provide mechanisms for the division of land
which is agriculturally zoned. Options for division shall be provided to ensure the
continuation of agricultural production and accommodate low intensity
development." A nine-lot subdivision is a low intensity development. The Right-
to-Farm note will be included on the change of zone as well as final plat
documentation in order to notify potential purchasers that agricultural uses can
occur on adjacent properties. The plat notes will ensure the continuation of
agricultural production on adjacent properties.
Section 22-2-60.D (A.Goal.4) "Conversion of agricultural land to nonurban
residential use will be accommodated when the subject site is in an area that can
support such development." The proposed PUD is for a nine-lot subdivision that
is defined as nonurban in the Weld County Code. Services are currently available
or reasonably obtainable for this site.
Section 22-2-60.C (A.Policy.3.1) "Options for the division of agriculturally
zoned land are available in Chapters 24 and 27 of this Code" Chapter 27 allows
for a PUD process to divide agriculturally zoned properties.
3. As this is a residential development, there will not be any conflicting uses.
4. The Right-to-Farm statement will be provided on plats to insure compatibility
with adjacent farm ground. The development is located in an area which is
conducive to residential uses.
5. The development is located in the geological hazard overlay district. However,
the area is designated as "low potential" so a geological hazard permit is not
required. Individual site assessments will be conducted at the time of building
permit application.
COMPONENT F IVE— COMMON OPEN SPACE USAGE
Common open space of approximately 12 acres (22%) will be provided. The
open space will be owned and maintained by the Homeowners Association. The
covenants for Highland Farms will address all aspects of the open space such as
maintenance, taxes and use restrictions. Homeowners will be required to join the
homeowners association and the covenants will be established prior to the sale of
lots.
The ownership of the agricultural outlot will be retained by the developer until
such time the individual lots are sold, at that time the agricultural outlot may be
offered for sale to which ever lot owner is interested. The outlot will be retained
by that party as a non-residential buildable parcel.
COMPONENT SIX- SIGNAGE
Individual signs will adhere to the requirements of the Estate Zone District. A
subdivision sign will be constructed and located near the entrance but not in an
area which restricts visibility to either incoming or outgoing traffic. The location
will be noted on the plat.
COMPONENT SEVEN—MUD IMPACT
This component is not applicable as the subdivision is not located in the MUD.
COMPONENT EIGHT— INTERGOVERNMENTAL AGREEMENT IMPACTS
This component is not applicable as the subdivision is not located in any IGA
area.
VARIANCE FROM REQUIREMENTS OF ESTATE ZONE DISTRICT
Highland Farms will adhere to the requirements of the Estate Zone District except
for the following items:
Lot sizes will be an average of 1.8 acres in size.
Two equine per lot will be allowed.
APPENDIX B
WELD COUNTY ROAD ACCESS INFORMATION SHEET
,d County Public Works Department Date: May 13,2004
1 I I I H Street,P.O. Box 758, Greeley,CO 80632
Phone: (970 )356-4000, Ext. 3750 Fax: (970)304-6497
I. Applicant Name: Robert Bulthaup Phone: 303-748-9445
Address: 6297 S. Potomac Way, Centennial,CO 80111
2. Address or location of access: 1328 Highway 52
Section 5 Township IN Range 68W
Weld County Road: 3 1/4 extended south of SH 52 Side of Road: East Distance from nearest intersection: SE
corner of WCR 3 Sb and SH 52
3. Is there an existing access to the property? Yes, it will be closed
4. Proposed Use: Residential subdivision
5. Site Sketch a1
~ RAY L.NELSON.CO LIP N
Legend for Access Description: ,
,
AGR= Agricultural ""'A' . (4'
RES = Residential $ or cuePAIS
,e'WP p-CYP1Y .SO' 'Y '0
f] G= Oil &Gas lir:.'s * o
. = Ditch Road ���� � c S*N e S
��■, "n" '0104•
E ,3a"„", 1 4 Li
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OFFICE USE ONLY:
Road ADT Date Accidents Date
Road ADT Date Accidents Date
Drainage Requirement Culvert Size Length
Special Conditions
,.-.
************************************************************************************************Install
ation authorized ❑ Information Insufficient
Reviewed By: Title:
Iluv i.J uJ uC : a.7R+ LeT tnanowatGr'vxs r 1cL JUJOJU.7C.7C V.
EXHIBIT A
Legal Description of -lighland Farms PU0
Lot B of 8E-310'.:; located in the N 'k of the NW Y•, Section 5, T1 h!, R68W, 6th P.M., County of
Weld, State of Colorado.
(it
DEPARTMENT OF PLANNING SERVICES
1555 N. 17`h AVENUE
'pee
GREELEY, COLORADO 80631
WEBSITE: www.co.weld.co.us E-MAIL: co.weld.co.us
PHONE 970)t30, EXT. 3540
FAX O70) 304-6498
COLORADO
April 8, 2004
Robb Casseday/Lauren Light, LANDPROfessionals, LLC
4311 Highway 66, Suite 4
Longmont, CO 80504
RE: Highland Estates Planned Unit Development Sketch Plan for 9 residential lots on 18.97
acres along with 9.66 acres of open space and an agricultural outlot of 28.27 acres. The
property is described as Lot B of RE-3105; Pt. of the N2 NW4 of Section 5, T1N, R68W of the
6th P.M., Weld County, Colorado
Dear Mr. Casseday,
The Department of Planning Services has reviewed the information provided at this time
regarding the ditch agreement for the Highland Farms PUD. Staff has determined that a signed
agreement between the property owners and the ditch company should accompany the Change
of Zone application. If the signed agreement is not submitted with the Change of Zone
application it will be a required prior to scheduling the Board of County Commissioners hearing
for the Change of Zone.
Please contact me at the above address or call (970) 353-6100 ext. 3540 if you have any
questions.
Sincerely,
Jacqueline Hatch, Planner
M WPFIEES\JACQUELINE\Lctcrs\pk I045coz.doc
Aqua Engineering, Inc. MEMORANDUM
)Vi'' '' '; 4803 Innovation Drive MEMORANDUM
;Y,,
a:5 Fort Collins,Colorado 80525
6
Office; 970.229.9668
FAX: 970.226.3855
February 16, 2004
TO; Eric Dunker FAX: 970-535-9854
LANOPROfessionals, LLC
FROM; Amy L. Johnson 2 Pages
Stephen W. Smith
CC: David Yardley, Lower Boulder Ditch Co. FAX: 303-465-9461
RE: Highland Estates PUD,
Storm Drainage
On behalf of the New Consolidated Lower Boulder Reservoir& Ditch Co.,Aqua Engineering,
Inc. met with LandProfessionals, LLC(Eric Dunker, Robb Casseday) and the developer, Rob
Buithaup, on January 30th regarding the intended plans to discharge stormwater from the
proposed Highland Estates PUD development Into the Lower Boulder Ditch. We have reviewed
the Sketch Plan Drainage Report dated June 17, 2003. This memorandum summarizes our
understanding of the development intentions and recommends actions necessary for the Lower
Boulder Ditch Company to accept the storm drainage flows.
In the report, the development is divided into three basins; two of which will not have any
construction or development, and therefore, the historical flows and paths are not affected.
Basin#1 consists of 40 acres and will include development that affects the stormwater
discharge to the Lower Boulder Ditch on the west side of the property. The report states the
historical flows In Basin #1 are 10 CFS for the 5-year storm event end 84.6 CFS for the 100-year
storm event. The calculated allowable discharge rate was 0.25 CFS per acre. After
development, the flows from Basin#1 are calculated to be 15 CFS far the 5-year storm event
and 91.6 CFS for the 100-year storm event. The increase In flow rates is approximately 50% for
the 5-year and just over 8%for the 100-year storm event.
The total flow will be increased from 10 CFS to 15 CFS during a 5-year storm event. Therefore,
the capacity of the Lower Boulder Ditch, downstream of this development, will have to be
reviewed to confirm whether or not the additional flow can be handled in the existing ditch.
Further analysis of stormwater flows was provided and Includes:
Historical flow of 2.54 CFS for a 2-year event
Developed flow of 4.27 CFS for a 2-year event
Historical flow of 21.32 CFS for a 10-year event
Developed flow of 33.72 CFS for a 10-year event
The stormwater will be discharged into the ditch at a single point, rather than along the ditch
banks as sheet flow as it historically has.The developer intends to construct a detention basin
Page 1
o;tNCPe Bouldgr1M1.mnPro 2.1fi+Root
Memorandum—Lower Boulder Ditch
February 18, 2004
along the west side of the property to detain the water and then release it into the ditch at the
historical rate of 0.25 CFS/acre-A"typical"outlet structure, grate, and pipe are planned.
The Lower Boulder Ditch Company has a current policy(in accordance with Northern Colorado
Water Conservancy District)to not accept any storm water flows from developments, The
Company is considering amending the current policy and setting requirements to be met prior to
accepting stormwater flows.
Historically, the stormwater on this property traveled over irrigated or non-irrigated farm land with
zero impervious areas. With development, impervious areas are being created that can reduce
the quality of stormwater entering the ditch. Although the water will theoretically"settle" in the
detention pond prior to entering the ditch, the water quality may still be degraded. Possible
pollutants brought with development include oils, gas, lawn fertilizers, landscape herbicides, and
paint to name a few. Many of these pollutants may not be screened out or otherwise removed
prior to entering the ditch.
The Lower Boulder Ditch Company will require methods of treating the storm water prior to
entering the ditch.The developer must develop a storm water system that treats the Water
Quality Capture Volume as defined by the Urban Drainage and Flood Control District. Primary
and/or pretreatment methods such as the Vortechnics Vortechs system may also be
considered. Ideally, the complete stormwater system will Include methods to remove 80% of.tha
_net_annual_totaLsu5pended solids ITSS and revent the re-entrainment of trapped floating_
contaminants(IncludIn oils
A maintenance Plan must be_prepared to_shoW how!the development will execute the required
maintenanotereeram.to.ensurg_the-tile givepO§$Qf the sforjut!ater tysietraompenenLs_
_beyond_installetion.The maintenance program shall also Include periodic water quality testing to
be determined by the Company.
In order to handle the additional capacity in the ditch, the Lower Boulder Ditch Company will
require funding for automation_of water level monitoring.and.gatq.QQeratiQrn$. A reduction in the
-all-charge to the ditch(differential 6r6 CF5j is requested. Perhaps this can be accomplished by
increasing the size of the detention pond.
The Company requests a formal submittal by the developer to address and incorporate the
above modifications to the current stormwater drainage plan. Upon review of this plan, the
Company will have to gain approval of the Northern Colorado Water Conservancy District as
well.
In summary, the Lower Boulder Ditch Company makes the following requests of the Highland
Estates PUD project developers to consider allowing stormwater discharges into the ditch
system:
• Implement a best management practice (BMP)to capture 80% TSS and floating
pollutants
• Prepare a maintenance plan and water quality testing program for the stormwater system
• Reduce the discharge to the ditch to a flow closer to the historical levels
:•' Fund the automation upgrades required to handle additional capacity
• Submit revised stormwater drainage plan to the Company for further review
Page 2
Aqua Enjineering, Inc. MEMORANDUM
i
c' 4803 Innovation Drive MEMORANDUM
6
{� Fort Collins, Colorado 80525
:b. Office: 970.229,9668
FAX: 970.226.3855
March 8, 2004
TO: Eric Dunker FAX: 970.535-9854
LANDPROfessionals, LLD
FROM: Amy L. Johnson 1 Pages
Stephen W. Smith
CC: David Yardley, Lower Boulder Ditch Co. FAX: 303.485-9461
RE: Highland Estates PUD,
Storm Drainage
After receiving the Final Drainage Report (February 29, 2004)and Storm Drainage Plan from
LandProfessionals, we requested the technical assistance of RTW Engineers to conduct an
Intensive check of the assumptions and calculations as requested by the Lower Boulder Ditch
Company.While we appreciate the well written and organized document presented, RTW did
find presumed errors in some of the calculations which affect the drainage plans and thus the
operation of the canal. Following is a summary of the RTW review comments which need to be
addressed.
1) The methods used by LandProfessionals were all appropriate for this size of
development.
2) The assumptions for impervious areas In Basin 1A appear to be underestimated (the
streets themselves do not appear to be included). Making this correction, the discharge
from Basin 1A would be Increased to 10.65 CFS (rather than 9.22 CFS)for the 5-year
storm and 45.17 CFS (rather than 42.76)for the 100-year storm. The increased
discharge will affect the size of the detention pond and the outlet structures.
3) The submitted details are appropriate and in accordance with UDFCD guidelines,
however, the discharge changes will require these details to be modified.
4) The reported "historical"discharge to the ditch was 0.25 CFS/acre, and
LandProfessionals Intends to discharge from the detention pond into the ditch at that
same rate. However, continuing to follow the UDFCD guidelines, the recommended
discharge rate from a detention pond is 0.13 CFS/acre. This change will reduce the peak
flow Into the ditch and require an Increased pond volume. (Reference Is attached.)
Please address the suspected errors and redesign accordingly. We will complete a final review
of the pond sizing and outlet details when we receive your changes.
Please call if you have questions or comments.
Page 1
0 MORDAL-BooldetJA-LnnclPro Pe 04 nc
Property Tax Information Page 1 of 1
tack% a liletti county colorca,io
O. 1 K` Home Ii Services Departments About Weld Property information Contra.
Home > Departments > Treasurer's Office > Tax Search > Tax Search Results > Tax Detail
Tax Search Details
Information for tax year: 2003 payable in 2004
Property Information
Owner Name: Highland Acquisition Group Llc
Address: 1328 52 HWY
City: Weld
Account Number: R0945201
Parcel Number: 146705000030
Legal Address: pt n2nw4 5-1-68 lot b rec exempt re-3105 (.44d)
Payment Information
Total Tax Amount: $77.20 Actual Land Value $3,578.00
First Half Amount: $0.00 Actual Improved Value $0.00
Second Half Amount: $0.00 Actual Total Value $3,578.00
SR. Exemption: $0.00 Assessed Land Value $1,040.00
Full Amount Paid: ($77.20) Assessed Improved Value $0.00
Current Balance: $0.00 Assessed Total Value $1,040.00
IF any of the following fields are "YES" please contact the Treasurer's Office for more information.
Tax Status
Tax Liens: No Senior Homestead Exemption: No
Prior Taxes Due: No Tax Area 2390
Special Improvement Tax: No Mill Levy 74.214
Database Last Updated at: 11:28 PM on May 10, 2004
http://www.co.weld.co.us/departments/treasurer/tax/tax info.cfm?ACCOUNTNO=R0945... 5/11O004
Property Tax Information ^ ^ Page 1 of 1
' I
1�CGCOtTtE' tl
�_ Welt CouxcColorado
4,c,-. Home I Services Departments II About Weld I, Property information II Conte.
Home > Departments > Treasurer's Office > Tax Search > Tax Search Results > Tax Detail
Tax Search Details
Information for tax year: 2003 payable in 2004
Property Information
Owner Name: Highland Acquistition Group Llc
Address: 1328 52 HWY
City: Weld
Account M0070595
Number:
Parcel Number: 146705000030
Legal Address: 24783 pt n2nw4 5 1 68 lot b rec exempt re-3105 (.44d)imps only mh
medallion 79-5203n 1328 52 hwy weld 80516
Payment Information
Total Tax Amount: $118.00 Actual Land Value $0.00
First Half Amount: $0.00 Actual Improved Value $19,956.00
Second Half Amount: $0.00 Actual Total Value $19,956.00
SR. Exemption: $0.00 Assessed Land Value $0.00
Full Amount Paid: ($118.00) Assessed Improved Value $1,590.00
Current Balance: $0.00 Assessed Total Value $1,590.00
IF any of the following fields are "YES" please contact the Treasurer's Office for more information.
Tax Status
Tax Liens: No Senior Homestead Exemption: No
Prior Taxes Due: No Tax Area 2390
Special Improvement Tax: No Mill Levy 74.214
Database Last Updated at: 11:28 PM on May 10, 2004
http://www.co.weld.co.us/departments/treasurer/tax/tax info.cfm?ACCOUNTNO=M0070... 5/11/2004
OPERATING AGREEMENT
HIGHLAND ACQUISITION GROUP, L.L.C.
A COLORADO LIMITED LIABILITY COMPANY
THIS AGREEMENT. is made by and between HIGHLAND ACQUISITION
GROUP, L.L.C. , a Colorado limited liability company (the "Company")
and its "Members . "
WITNESSETH:
IT IS AGREED, in consideration of the promises, covenants,
performance, and mutual consideration herein as follows :
The Members of the Company are:
H. GENE BULTHAUP ROBERT M. BULTHAUP
WILFRED J. ALBRACHT JERALD D. WILTS
NORMAN K. HUXMAN
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 the 5th day of May, 1998 . The
rights and obligations of the Company and the Members shall be
provided in the Articles of Organization and 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
this Operating Agreement 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
H. GENE BULTHAUP $ 1, 000 . 00
ROBERT M. BULTHAUP $ 1, 000 . 00
WILFRED J. ALBRACHT $ 1, 000 . 00
JERALD D. WILTS $ 1, 000 . 00
NORMAN K. HUXMAN $ 1, 000 . 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 unanimous
vote of the Managers, the Members shall make additional capital
contributions, in the percentages set forth in Paragraph 3 . 3 . 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 unanimous vote of 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 Managers, excluding the Manager
making said loan, if applicable, 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 Manager (s) . If the capital account of a Member
becomes impaired, or if a member withdraws said capital account
with approval of the Manager (s) , the member' s share of subsequent
Company profits shall be credited first to the member' s capital
account until that account has been restored, before such profits
are credited to the member' s income account. If, during the period
when a Member' s capital account is impaired or the member has
withdrawn funds therefrom as hereinbefore provided, and an
additional contribution is required of the Members for the purposes
specified in Section 2 .2, then the Member with such withdrawn or
impaired capital account shall be required to contribute the
Member' s proportionate share of the additional capital contribution
and the deficiency then existing in the Member' s 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 the Member' s 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 of Income and Gains . (A) The
profits, losses, and gains of the Company shall be distributable
to the Members according to their proportion to their capital
accounts . At the time of organization, the Members proportions
are:
H. GENE BULTHAUP 20 %
ROBERT M. BULTHAUP 20 1
WILFRED J. ALBRACHT 20 %
JERALD D. WILTS 20 %
NORMAN K. HUXMAN 20 1
3 . 4 Disproportionate Capital Accounts . No interest or
additional allocation of profits, losses, gains, deductions, and
credits shall inure to any Member by reason of the member' s capital
account being proportionately in excess of the capital accounts of
the other Members .
•
3 . 5 Distributions of Assets .
3 . 5 . 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 . However, any distributions in
liquidation of the business shall be made in proportion to the
capital accounts of the members .
3 . 5 . 2 . The Managers shall determine, in the Managers'
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 . 5 . 3 . A Member has no right to demand and receive any
distribution from the Company in any form other than cash.
3 . 6 Liability of Member to the Company. A Member who
receives any distribution is liable to the Company only to the
extent now or hereafter provided by the Colorado Act .
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 . Any
transferee' s interest shall be subject to the terms of this
Agreement .
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 the majority vote of
the members at a properly called meeting of the Members at which a
quorum is present, or by the 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 without the State of Colorado, as may
be determined by the Managers or the person or persons calling the
meeting.
4 . 3 . 2 . Special meetings of the Members may be called
by any Manager or by at least one Member entitled to vote at the
meeting.
4 .3 .3 . 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
ten (10) days nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by or at the direction of
the Manager 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 .4 . 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. A majority of the Members
entitled to vote shall constitute a quorum at the meeting of
Members. If a quorum is not represented at any meeting of the
Members, such meeting may be 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 MANAGEMENT
5 . 1 General Powers. Management and the conduct of the
business of the Company shall be vested in the Managers. The
Members may elect certain Members to serve as Managers for certain
Company dirties . The Managers may adopt resolutions to govern their
activities and the manner in which they shall perform their duties
to the Company. At anytime there is more than one Manager, any one
Manager may take any action permitted to be taken by the Managers
with the written resolution of the Mangers .
5 . 2 Qualifications of Manager.
5 .2 . 1 . Managers shall be the Members and shall be
natural persons eighteen (18) years of age or older, and such other
qualifications as may be determined by the Members .
5 . 2 .2 . A Manager must be a member of the Company who
holds more than merely an "economic interest" as defined in Section
10 . 2 of this Agreement .
5 . 3 Number. The number of Managers shall be increased or
decreased by the vote or consent of the Members .
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 telecopier, or by mail actually delivered to
the Managers within the twenty-four (24) hour period. A waiver of
notice in writing, signed by a Manager before, at, or after the
time of the meeting stated in the notice, shall be equivalent to
the giving of such notice.
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 Manager(s) entitled to vote
shall constitute a quorum at the meeting of Manager (s) .
5 .4 . 5 . All decisions of the Managers shall be made by
the 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 Manager.
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 who
are 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 Manager.
5 . 5 . 5 . If approved by the Company, 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 . 5 . 6 . To purchase liability and other insurance to
protect the Company' s property and business .
5 . 5 . 7 To invest any Company funds temporarily (by way
of example but not limitation) in time deposits, short term
governmental obligations, commercial paper or other investments.
5 .5 . 8 Upon the affirmative vote of the Members
entitled to all of the profits, to sell or otherwise dispose of all
or substantially all of the assets of the Company as part of a
single transaction or plan so long as such disposition is not in
violation of or a cause of a default under any other agreement to
^ which the Company may be bound, provided, however, that the
affirmative vote of the Members shall not be required with respect
to any sale or disposition of the Company's assets in the ordinary
course of the Company' s business.
5 . 6 Restrictions on Authority of Manager(s) . A Manager shall
not have the authority to, and it shall not, do any of the
following acts without the unanimous consent of the Managers :
A. Cause or permit the Company to engage in any
activity that is not consistent with the purposes of the Company.
B. Knowingly do any act in contravention of this
Operating Agreement .
C. Knowingly do any act which would make it impossible
to carry on the ordinary business of the Company, except as
otherwise provided in this Operating Agreement .
D. Confess judgment against the Company.
E. Possess property, or assign rights in specific
property for other than a Company purpose.
5 . 7 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 .
5 . 8 Indemnification. Manager, employees, and agents of the
Company shall be entitled to be indemnified by the Company to the
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 attorney' s 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 Manager upon reasonable
demand for any purpose such information reasonably relating to the
Member' s 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 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 Manager, it shall be made as of the closing date.
The Manager may authorize the preparation of year-end
profit-and-loss statements, balance sheet, 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; or
7 . 1 .3 . Upon the death, retirement, resignation,
expulsion, bankruptcy, or disassociation of a Member which shall be
termed as "Disassociation. "
7 . 2 Continuation of Business. Notwithstanding the
disassociation of a Member under Section 7 . 1 .3 , the Members may
elect to continue the business of the Company by the unanimous
consent of the remaining Members within ninety (90) days after
disassociation and by purchasing the deceased, retired, resigned,
expelled, or bankrupt Member' s (referred to as "Withdrawn Member"
or "Disassociated Member' s") 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 the Withdrawn Member' s "pro
rata" interest in the Company based on the valuation of the
Company, as determined in section 7 .3 .2 . "Pro rata" shall be
defined as the fraction determined by dividing the value of the
Withdrawn Member' s capital account by the total value of all
Members' capital accounts.
The purchase price is subject to setoff for any damages
incurred as the 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 Unless otherwise determined by the mutual
agreement of all of the Members, the valuation of the Company shall
be determined by appraisal .
A. In the case of valuation by mutual agreement, the Members
shall vote on the value of the Company at a meeting of Members. Any
valuation shall be attached to the minutes of the meeting. Any
valuation made shall remain effective for 1 year. Any valuation
more than 2 years' old shall become null and void.
B. In case valuation of the Company must be determined by
appraisal , the appraised value of the Company shall be determined
by a qualified independent appraiser acceptable to both the
Withdrawn Member and the Company (as determined by the
non-withdrawing Members) . If the parties are unable to agree upon
an appraiser, the Withdrawn Member and the Company shall each
select one qualified appraiser and the two thus selected shall
select a third appraiser. If the appraisers cannot agree on a
value, the appraised value of the Company shall be the average of
the appraisals made. Copies of the appraisals shall be delivered
to the Withdrawn Member and the Company. The cost of appraisal
shall be divided equally between the Withdrawn Member and the
Company.
7 .3 .3 Except as provided in Article XI , the purchase
price determined under Section 7 .3 .2 . shall be paid to the
Withdrawn Member in 60 monthly installments of principal and
interest, interest being the prime interest rate as published in
the Wall Street Journal as of the next business day following the
"Effective Date" (as defined in Section 7 . 3 .4) of the event causing
the Disassociation. The Purchaser' s obligation to pay the purchase
price shall be evidenced by the Purchaser' s promissory note.
7. 3 .4 . 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,
resigned, or expelled Member; or the date the notice is delivered
to the Withdrawn or Disassociated Member or 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 business of the Company
under Section 7 . 3 , the Manager 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, or if
the terms of this agreement differ from the statutory scheme in the
Act, the terms of this Agreement shall control .
VIII
EXPULSION OF A MEMBER •
8 . 1 Causes of Expulsion. A Member may be expelled from the
Company upon the occurrence of any of the following events :
8 . 1 . 1 . If a Member shall violate any of the provisions
of this Agreement; or
8 . 1 .2 . If a Member' s Membership Interest shall be
subject to a charging order or tax lien, which is not dismissed or
resolved to the satisfaction of the Manager of the Company within
thirty (30) days after assessment or attachment .
8 . 2 Notice of Expulsion. Upon the occurrence of an event
described in Section 8 . 1, written notice of expulsion shall be
given to the violating Member either by serving the same by
personal delivery or by mailing the same by certified mail to his
or her last known place of residence, as shown on the books of said
Company. Upon the receipt of personal notice, or the date of the
postmark for certified mail, the violating Member shall be
considered expelled, and shall have no further rights as a Member
of the Company, except to receive the amounts to which he or she is
entitled under Sections 7 .3 or 7 .4 .
Ix
BANKRUPTCY OF A MEMBER
9 . 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 .
9.2 Effective Date for Bankruptcy. The Effective Date of a
Member' s bankruptcy shall be the date that the Manager, 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
Sections 7 .3 or 7 .4 .
X
RETIREMENT OR RESIGNATION OF A MEMBER
10 . 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 .
10 .2 Consequences of Retirement or Resignation If the Business
Is Continued. Upon giving notice of an intention to retire or
resign, the Withdrawing 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 Withdrawing Member in the Company shall cease and terminate,
and the Withdrawing Member shall become an Economic Interest Owner.
For purposes of this Agreement, an Economic Interest Owner shall
share the Company' s net profits, net losses and distribution of the
Company' s assets pursuant to this Agreement and Colorado Act, but
shall not include the right to participate in the management or
affairs of the Company, including the right to vote on, consent to
or otherwise participate in any decision of the Members or Manager.
10 . 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 ldw, 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.
XI
DEATH OF A MEMBER
11 . 1 Death of a Member. Upon the death of a Member, the
deceased Member' s rights as Member of the Company shall cease and
terminate except as provided in this Article XI .
11 .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 at 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 shall 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 11 . 3 .
11 . 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 7.2 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 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.
11 .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 .
•
xII
TRANSFER OF A MEMBER'S INTEREST
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 price and on the same terms as
previously offered him or her, and each of the other Members shall
have the right to purchase his or her proportionate share of the
selling Member' s Membership Interest . 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 Member 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. If less than all of the remaining Members
desire to purchase the Membership Interest which is being offered
for sale, each such Member may purchase a fractional share, the
numerator being the value of such Member' s capital account and the
denominator being the total value of all capital accounts owned by
-- the purchasing Members. If a purchasing Member does not elect to
purchase the entire interest to which he/she is entitled, the
remaining purchasing Member(s) may purchase the interest not so
purchased, using the foregoing formula to calculate the portion to
which each is entitled. Notwithstanding the foregoing, in no event
may the purchasing Members purchase less than the entire Membership
Interest being offered for sale. The other Members shall have
thirty (30) days from the date they receive a copy of the bona fide
offer within which to match said offer. The Closing of the sale
and purchase by the purchasing Members shall occur within ninety
(90) days after the purchasing Members give the selling Member
notice of their intent to purchase the Membership Interest. The
purchase price shall be paid, at the discretion of the purchasing
Members, in accordance with (a) the terms of the bona fide offer;
or (b) the terms of paragraph 7.3 .2 above. A non-Member purchaser
of a Membership Interest of the Company shall not become a Member
without the unanimous consent of the non-selling Members, but shall
become the owner of an "Economic Interest" and be entitled to
receive the benefits of such owner.
XIII
MEMBERS' COVENANTS
13 . 1 Member' s Personal Debts. In order to protect the
property and assets of the Company from any claim against any
Member for personal debts owed by such Member, each Member shall
promptly pay all debts owing by him or her and shall indemnify the
Company from any claim that might be made to the detriment of the
Company by•any personal creditor of such Member.
13 . 2 Alienation of Membership Interest. No Member shall,
except as provided in Article XII, 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 with him or her in the Company; or
do any act detrimental to the best interests of the Company.
XIV
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 Members in writing of a dispute, claim,
or controversy within six (6) months of the arising of such
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.
XV
MISCELLANEOUS PROVISIONS
15 . 1 Inurement. This Agreement shall be binding upon the
parties hereto and their respective heirs, executors, administra-
tors, 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 of 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 .
15 . 2 Modification. This Agreement may be modified from time
to time as necessary, only by the written agreement of the Company,
acting through the unanimous vote or consent of its Managers, and
the Members .
15 . 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 .
15 . 4 Governing Law. This Agreement and its terms are to be
construed according to the laws of the State of Colorado.
15 . 5 Counterparts . This Agreement has been executed in
counterparts and each such counterpart shall be deemed an original
of the Agreement for all purposes.
Dated this o1/ r
day of \7i/4/ 1998 .
MEMBER', i�74,Lc t. Tee64722
H. GE B y/ �R08ER THAUP
J. TITACHT JERALD D. WILTS
NORMAN HUXMAN
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vlii �... a SPECIMEN
r. is the owner of
Units of the above G v
Limited Liability Company transferable only on the books of the Limited Liability Company by the holder hereof in person
" or by duly authorized Attorney upon surrender of this Certificate properly endorsed. Transfer of these Units is subject
to restrictions in the Operating Agreement/Company Agreement/Regulations for this Limited Liability Company, 4 t t
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The Company will furnish without charge to each Unit holder who so requests, the powers, designations, preferences
and relative participation rights of Unit holders and the qualifications, limitations or restrictions of such rights.
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i 41,1 In Witness Whereof the said Limited Liability Company has caused this Certificate to be signed by its duly
kl ;#41,40. I authorized Member(s)/.IYlanager(s) and to be sealed with the Seal of the Limited Liability Company. ce
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Amendment Number 1 to the
Operating Agreement of the
Highland Acquisition Group, LLC
A Colorado Limited Liability Company
This Amendment Number 1 is to the Operating Agreement of Highland Acquisition Group, LLC dated
June 21,1998 (the "Agreement')and is penned due to the death of H. Gene Bulthaup, a Member of
the Company.
Whereas,this Amendment Number 1 to the Agreement is made by and between the following
Members, who hereinafter are referred to as the Surviving Members:
Wilfred J.Albracht
Norman L. Huxman
Robert M. Bulthaup
Jerald D.Wilts
Whereas, Robert M. Bulthaup is the Personal Representative of the Estate of H. Gene Bulthaup, is a
Member of the Company and is the inheritor of the ownership interest in the Company of H. Gene
Buithaup.
Therefore, as evidenced by their signatures below,the Surviving Members agree that the following is
in the best interest of each of the Surviving Members and the Company, is equitable and states the
intent of the parties:
Pursuant to Article 7.2 of the Agreement,the Surviving Members, by their unanimous consent, wish to
continue the operations of the Company.
For purposes of this Amendment,the requirement of Article 7.3 of the Agreement of an appraisal is
hereby waived. In addition,the requirement of Section 7.3.3 of the Agreement relating to the
distribution of the appraised value of the Company to the Estate of H.Gene Bulthaup is hereby
waived in exchange for a revised ownership percentage,which is defined in the Agreement as the
proportion of capital account.The revised Surviving Member's proportions in the capital account shall
be:
Wilfred J. Albracht 20%
Norman L. Huxman 20%
Robert M. Bulthaup 40%
Jerald D.Wilts 20%
This revised Surviving Member's proportion of the capital account shall apply in all determination of
profit, losses, gains, deductions, assets, voting rights or any other items relating to equity in the
Company.
Upon execution of this Amendment,Articles 7.2, 7.3 and in particular 7.3.3 will again be in full force
and effect for the Surviving Members.As of the signing of this Amendment,the Surviving Members
shall become the new Members of the Company.
Sent By: SWISS RE DENVER; 303 741 0300; 1 Apr'02 10:43^ Job 860;Pege 3/3
•• Alnsockeset Number 1 to Ma
Operating Agreement of tM
Highland Sibs Group,LLC
A Colorado Limited Liability Company
Signature page.
•
Dated this 16-; day of ken—,2002.
Msmbare:
•
I
Norman L.. Huwnan
•
Robert M Butaup
•
Jerald O.Wilts
Amendment Number 1 to•the
Operating Agreement of the
Highland Acquisition Group,LLC
A Colorado Limdsd Liability Company
Signature page.
-Dated this -.44O day of st„ 2002.
Member.:
Wilfred J.Albrecht
SitsitkiN
Nan L.Huainan
Robert M.Statham
Jerald D.Wilts
Amendment Number 1 to the
Operating Agreement of the
Highland Acquisition Group, LLC
A Colorado Limited Liability Company
Signature page.
Dated this fl day of fy_L'i- 2002.
Members:
Wilfred J. Albrecht
Norman L. Huxman
bert M. Bu l aup
Jerald D.Wilts
r-.
Highland Acquisition Group,LLC
Meeting of Members
September 15,2002
A meeting of the members of Highland Acquisition Group,LLC was held on September 15,2002 via mail.
Robert Bulthaup was elected to remtas the sole manager of the LLC.
Submitted October 8,20081by Robert M.Bulthaup,Manager
ert But up
ra t
Norman
>
' Jerald Wilts
FEB-0^-°" TUC nun -AM-TRANSNAT-laL 'I_TLE_GRLSL_ FAX N0, 9703522312 P. 01/02
111111111111111111111111111111111111111 III IIIII IIII IIII (0P_12-.
324 3031324 02/10/2003 09:25A Weld County, Co
1 of 1 R 6.00 0 0.00 Steve Moreno Clerk& Recorder
STATEMENT OF AUTHORITY
#441/44616
,
1. This Statement of Authority relates to an entity named #4sc 1 t Ac4j ttnod 6;ei. Liz.
I. The type if entity is a
❑ corporation O registered limited liability limited partnership
❑ nonprofit corporation O limited partnership association
limited liability company O unincorporated nonprofit association
❑ general partnership O government or governmental subdivision or agency
❑ limited partnership O business trust
❑- registered-limited liability partnership --❑-trust
❑ //1�
3. The entity is formed under the laws of Co tall 1+f'90 y
4. The mailing address for the entity is CA /r-o3C'IU MOLT cd 6'07 S ^'Ar-W,d/
N7rNN My/ moo. roll /
5. The 0 name, or position of each person authorized to execute instruments conveying, encumbering,.or
otherwise affectin title to real property on behalf of the entity is Ni-/144 EA.
. (Optional) The authority of the foregoing person(s) to bind the entity isii not limited 0 limited as follows:
7. (Optional) Other matters concerning the manner in which the entity deals with interests in real property:
A/Oge-
8. This Statement of Authority is executed on behalf of the entity pursuant to the provisions of Section 38-
30-172, C.R.S. ``- _//.-----___--
Executed this di-I- day of it -tca4 q , �o
,itiz
Name f'cnte►2T- /11 . r s. 1-14u1°
(type or print)
State of eoc_orz_F o o ) -
ss. a S. C ,��
County of 4P1440G- ) NOTARY t1
the foregoo/ g instrument was acknowledged// before me this elf_.. day of ?�; . mews . i
--by A .-.7/ N. L�cc View, yj Wale �Q
F c
OF CO‘"
Witness my hand and official seal.
My commission expires: I/z VA?
&7 01if�., ,/.� `es 8/L.4 c,3
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