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Home My WebLink About20253047.tiff • re _ _ • eorasg - a _ _ : tt ¢ ��?+ ¢smtsegs SECURITY FEATURES INCLUDE TRUE WATERMARK PAPER HEAT SENSITIVE ICON AND FOIL HOLOGRAM . - • • • ' • _ • ‘ 7 • d- _ • - °�� a: a . ctt " - x ^ -•' x • .t- tt?• -= : _' � ' : s^_x ' ' t WELLS FARGO BANK , N . A . 4173 www . wellstargo . com al E NYO , LLC 31 - 297 / 1240 if •4 POBOX71810 gi COTTONWOOD HEIGHTS , UT 84171 a 1 9 / 22 / 2025 Y . 1 as V m c O PAY TO THE weld County Treasurer $ * * 7 , 000 . 0076 H ORDER OFce ; . o H . seven Thousand and 00 / 100 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * w * * * * * * * * * * * ;0. DOLLARS 0 y , iii • Weld County Treasurer ma a li 1400 N . 17th Ave t,2 MI Greeley , CO 80631 � � f vAtpm iti , VALT-VI Lk. MEMO tliVAL ! ! ) VA , pir tm _ min.. AUT " H ZED 1G T RE 13 --- - - - - - - - - - - - - - _ _ .. . . . . . . .i _ __ _ ____. . . . _._ ..... _. ___ _ ____ _ _ _ _ ___ _ _ _ _ ____ _ __ _ _ _ _ _ _ . ,:t D., 3 7.0 • . r . • .. X • ,x . - =d 4402 1> t07 . e : . . x . , . 4413=. I IOVIOXInCOW.C.4614 *Calla Et4SX a Dna�?+ �aa 454:134740 0 w� ra Eaiar rCQ 4 eihtiZiliCIM°:1lJa 0 ►zR saC + e aC eJG = : • al rate ra•Caaramrateill 4173 Weld County Treasurer 9 / 22 / 2025 Date Type Reference Original Amt . Balance Due Discount Payment 8 / 31 / 2025 Bill Met Tower Permit 7 000 . 00 7 , 000 . 00 7 , 000 00 Check Amount 7 , 000 . 00 Wells Fargo Checking 7 , 000 . 00 4173 Weld County Treasurer 9 / 22 / 2025 Date Type Reference Original Amt . Balance Due Discount Payment 8 / 31 / 2025 Bill Met Tower Permit 7 , 000 . 00 7 , 000100 7 , 000 . 00 Check Amount 7 , 000 . 00 Wells Fargo Checking 7 , 000 . 00 I111 Ill il111 1111 . 1 III SALT RANCH METEOROLOGICAL TOWER MAP AND DETAILS Parcel 020720000006 - R0104286 Owner SALT RANCH LLC Size + / - 647 . 19 acres Latitude 40 . 908056 Longitude - 104 . 57049 Legal 10570 ALL 21 - 11 - 64 ( 4R ) Deed R0104286 MET Salt Ranch Coordinates Name Lat ,NADe3 LontNADS3 OMBLat OIMitron MET Salt Ranch 40 . 9081805613800000 - 104 . 570488996000000 40 54 29 . 45004768N 104 34 13 . 76038560W • I - ' I .khi 110 Chalk Bluffs • ` • � i - - . _ - - � . 1 1 a .. MET Salt Ranch , .. 7 • Weld County , Co 960 ' 44C ^ 20 2 , 400 H H I - 1 Feel i 1 : 24 . 000 • 1 t • It mi N MS . i • 1 \ Che enn ems , - - - - r 111 � Weld County _ , S . _ _ _ ort CoilErl , � i1. � � • Greeley MEIN R64 i • . Sec . 2 • • 0 • { V ' Proposed Meteorological t - _ Evaluation Tower ( MET ) 2 , 587 ft . Q Parcel Road _ Quarter Section , \ ` 1 1 • r ; ? k . 1.1 r ♦ I RENEWABLE ENERGY I s _ 1 : 4 r � st � . • � 1 8 / 4 / 2025 C : \ GIS _ Projects \ Enyo \ Enyo _ Chalk _ Bluffs \ MET _ Salt _ Ranch . mxd , .3k t 171 • ' - ' � Source : NAIP Imagery , 2023 . . . . . . . . . . . . . . . .. .. . . . , . . . . . . . i ,, / Ir. _ � ■ ■ � ■ ■ . . . . . ■ WMIns = AlII_ ■ rat ■ ■ milli■ ■ / . . . . ■ M / ■ ■ ■ I> ■ ■ -_ 1 ■ - ■ ■ - - � ri � ■ . . ■ . , ' • � : : . . 11E Nil ' ■ ■ C h a I k B I uffs ■ . . im ■ ■ ■ a . .r' im u . / ■ � . ;� : � � � � � . � iir ■ - fir; _ . ■ � ■ ■ ■ . ■ IP . ■ Shia / MET Salt Ranch �j = t � r/_ glia • kttl- „IL . . . = 1111 116 . . . . • 1 11111111Ii : l Vicinity r _ - %. . " GA . . :� mar ■ ■ ■ !� liary ill 4 ° . . t . l .e • .. : • • • r liri C; Elan t I. ■ i! . -o r ..a4 I Iz. es s• : : 1i � III • D 11ii1 MO. _ N LIfillai iIi . , ,1ek 15 1i"at01- ro Weld County , CO ; R ■ rw4 r 11 ! 1 ■ fit = mIPi i f ` ' • ` " ■ ■ ■ ■ L' ■ ii l ■ ; Il ■ a0H n . oa 8 , 000 12 , 000 16 , 000 zo , 000 MI in . . . era 111 oil siliallikill i lir . r Co Rd 13 = � iiiiii .11101 \_ Ch � yCn � ems , . - - Irmo.. Co Rd 138 wt � � - � , 2N R El2N R65W Sias OM M . I ; mil 1 • ■ '�v t oR6 - � v ' ■ _ WeldCounty .. . Mil V o ort Collin : ; ir ■ ,. .. Greeley• itt� i . _ - :. _ Co Rd - 132 ' .. Ms ■ •s - Ile . Pli. 1 a V : NIP• � o Ra 130 ■ II I . mai - : 41. 4 i � • 1,11,111N1R64W11111111ellc° ■ ■ r imir � ell . lik i Proposed Meteorological 8 t. 128 T11 N R63W T11N R62W c11111 NIR66W . ; - Co Rd 12 T -11 N R65W ■ � ■ W � • er l i1Evaluation Tower ( MET ) s , � - co , Parcel • iiiiiii 1 . � `' � Co Rd72611\1111.1111 Co Rd 126 Pro posed MET � � ■ ■ tee ■ r o � , o Road kri 0 q. _- U Co < Rd , 124 v ' off Township It - 1 1E1IlLa fl 0 ! 1 p 0)2, i I ON cbsz nia ® . 1 � . COi I . ID , i . • 1 �22 ■ v °its) • Fir r ~ • isr .. /‘ • L � o r� � - Co Rd 1 .20 U 111 Co, Rd : 120 111 a . . �Co Rd - 120 ■ III ■ ' Ill . • w _ . - A CoiRd10A. ri taT • EJ 18 ■ r PM urNaii s _ c- -41,„•1:3 , ,iir. o Rd 116 , T10N R63W ■ I � ILION R62W 05 riaTil0N ... R66W M“, T10N R65W Co 7 . 116 .1AT10N R64W A Illiments imirant 011 IIII Frill i CC 1 Mivirlt3 j ■ Illir� Co • Rd '114 I v • al r ■ ■ -. k i - 111114ii ...... .. It. it ..;,., co ge1/4.vIii ; 4 Nmi P6 -00 . j Vkelt\'W VT °° v III VV; s ■ ■ IPpa t1 tr axia theSit. Fifill lia iim. ir1 0 t i .giir - ill ! s■ c i va 18 .' . : i U : - Co Rd - 110 r. 7j_ , .m ii : .g ai CCi PIP ► - - ■• co Rd os co Rd cos 0 0 _ � . .. . . it, . . . _ . , _ cv, . . .. 1 Co Rd 106 - - . U UCo 1 . • r ..„4 E ` YO o c ' Q ' . R RENEWABLE ENERGY Co Rd 106 j Co Rs 106 e - 0 . . . .. III T " . T9 R � 31 ,�J � 9N + T9N R6 \ lV T9N R65W R62V1 ; Co Rd 104 g, MCo - Co Rd '104 ? 1 ' 0 _ ' D : erviCe i . cty'F Noucces : Fsri . HFRf 1_: • prnli , i1 � t7S . ♦ rrnrip . IN4 RCM . f ` . NRCcan . f_ sti Jr t ' ron Mt tr - Err ( itnl :- { 1 . , n <. 1 Y . _ r I •41 ' t ' i . . ' ' Pr1 t ( 1Thaffusai . Neor` f. „. rt 4 c _ ) Opetitta• . (in iributprs . arscJ rtiq CAS IA r t" c , nu ity • C4 , r • � 1 � ere — - • IFf • . � ✓ - s . a • _ eri1G2 • meri • , . - r optics aril the Community Co Rd 102 { 0 9 / 10 / 2025 C : \ GIS Projects \ Enyo \ Enyo _ Chalk _ Blufi`s \ MET _ Salt _ Ranch _ vionity . mxd \ O . 4297586 Pages: 1 of 2 04/27/2017 03:37 PM R Fee:$18.00 0 Fee:$0.00 Carly Koppes,Clerk and Recorder,Weld County,CO FM WinkLi 16A.1111110R 111111 WARRANTY DEED Scott D.Salo,for and in exchange of Ten Dollars($10.00)and other good and valuable consideration,in hand paid,receipt whereof is hereby acknowledged,does hereby convey and warrant to Salt Ranch,LLC,a Wyoming limited liability company, ("Grantee"),whose address is 4945 Black Mountain Rd.,Wickenburg,Arizona 85390, the following described real estate situate in Weld County,State of Colorado: See Exhibit A together with any and all improvements or fixtures located thereon,any rights,privileges or easements appurtenant to such land,any and all easements,rights-of-way,and other appurtenances used in connection with the beneficial use and enjoyment of such land. Grantor hereby covenants with Grantee that Grantor is lawfully seized of said premises; that they are free from encumbrances;and Grantor warrants the title thereto against the lawful claims of all persons whomsoever;except for restrictions,reservations,easements, and encumbrances of record. Hereby releasing and waiving any and all rights under and by virtue of the homestead exemption laws of the State of Colorado. Dated:April 25,2017. S D.SALO STATE OF y�,-s,�;,, } } SSC �.r�� COUNTY OF Le-4-a } The foregoing instrument was acknowledged before me by Scott D.Salo on this of April 2017. Witness my hand and official seal. My commission expires: f/Zot 4,"<v4-et--er u r: s .� Notary Public j LEORA HOSMALL•NOTARY PU�tC S COUNTY OF �� 1'= i:(�'.^-! STATE OF IARAMIE ' % WYOMH GJ MY COMMISSION EXPIRES p r-/ 4297586 Pages: 2 of 2 "04/27/2017,03,37 PM R Fee118.00 D Fee: .00 Carly Koppes Clerk and Reoorder,Weld County, 0 111111 EXHIBIT A Township 11 North,Range 64 West of the 6"P.M.: Section 7:SW1/4 and El/2 Section 8:ALL Section 9:ALL Section 10:ALL Section 17:SE1/4 Section 18:E1/2;SW1/4;E1/2NW1/4 Section 20:ALL Section 29:ALL Township 11 North,Range 65 West of the 66 P.M.: Section 12:SE1/4NE1/4;SE1/4;S1/2SW1/4;NE1/4SW1/4 Section 23:NE1/4NE1/4 Section 24:E1/2 All in the County of Weld,State of Colorado 4368517 01/18/2018 10:21 AM Total Pages:1 Rec Fee:$13.00 Carly Koppes-Clerk and Recorder,Weld County,CO After Recording Return To: Scott D.Salo Salt Ranch,LLC STATEMENT OF AUTHORITY 1. This Statement of Authority relates to an entity named:Salt Ranch,LLC 2.The Entity is a:limited liability company 3. The Entity is formed under the laws of:Wyoming 4.The mailing address for the entity is: GWeatqS.Ct(zz,(ircveAY&J�So7a� 5. The name and position of each person authorized to execute instruments conveying, encumbering,or otherwise affecting title to real property on behalf of the entity is:Scott D.Salo,Manager 6. The authority of the foregoing person(s)to bind the entity is not limited. 7. Other matters concerning the manner in which the entity deals with interests in real property:NONE 8. This Statement of Authority is executed on behalf of the Entity pursuant to the provisions of C.R.S.Section§38-30-172. Executed this:January ,2018 Salt R ch,LLC Wyoming limited liability company B tt . o,Manager STATE OF:Colorado COUNTY OF: IA)VIR The foregoing instrument was acknowledged before me this 10_day of January,2018,by Scott D.Salo as Manager for Salt Ranch,LLC a Wyoming limited liabilty company. Witness my hand and seal. My commission expires:t 1�1�� No ta ubli NOTARY PUBLIC !.TA E 0,CO',0a.i01' E°mowl'17.711. 4297586 Pages: 1 of 2 04/27/2017 03,37 77 R Fee:$18.00 D Fee:$0.00 Carly Koppel,Clerk and Recorder,Weld County,CO 1111 lir r>rJl'Q 1iVtilli11i i liaN IVO1i 20111116/111ik 11111 WARRANTY DEED Scott D.Salo,for and in exchange of Ten Dollars($10.00)and other good and valuable consideration,in hand paid,receipt whereof is hereby acknowledged,does hereby convey and warrant to Salt Ranch,LLC,a Wyoming limited liability company, ("Grantee"),whose address is 4945 Black Mountain Rd.,Wickenburg,Arizona 85390, the following described real estate situate in Weld County,State of Colorado: See Exhibit A together with any and all improvements or fixtures located thereon,any rights,privileges or easements appurtenant to such land,any and all easements,rights-of-way,and other appurtenances used in connection with the beneficial use and enjoyment of such land. Grantor hereby covenants with Grantee that Grantor is lawfully seized of said premises; that they are free from encumbrances;and Grantor warrants the title thereto against the lawful claims of all persons whomsoever;except for restrictions,reservations,easements, and encumbrances of record. Hereby releasing and waiving any and all rights under and by virtue of the homestead exemption laws of the State of Colorado. Dated: April 25,2017. S D.SALO STATE OF COUNTY OF L- } The foregoing instrument was acknowledged before me by Scott D.Salo on this 25 day of April 2017. Witness my hand and official seal.My commission expires: i r+ri„,..., Notary Public Anr ?COUNTY OF,1�_1; 8TATE OF IARAMIE ( '-"i ValltG MY .. SStON I PIREa r- • 4297588 Rages:2 of 2 "04/27/ s.03:3ik ae:ai ®a C uneY iIII IYIIr rri Mn�'Iltiir h�lll a Ih I41'GA4glii%Iyh Bill EXHIBIT A Township 11 North,Range 64 West of the 6t P.M.: Section 7:SW1/4 and E1/2 Section 8:ALL Section 9:ALL Section 10:ALL Section 17:SE1/4 Section 18:E1/2;SW1/4;E1/2NW1/4 Section 20:ALL Section 29:ALL Township 11 North,Range 65 West of the 66 P.M.: Section 12:SE1/4NE1/4;SE1/4;S1/2SW1/4;NE1/4SW1/4 Section 23:NE1/4NE1/4 Section 24:E1/2 All in the County of Weld,State of Colorado SALT RANCH METEOROLOGICAL TOWER MAP AND DETAILS Parcel 020720000006 - R0104286 Owner SALT RANCH LLC Size + / - 647 . 19 acres Latitude 40 . 908056 Longitude - 104 . 5 7049 Legal 10570 ALL 21 - 11 - 64 ( 4R ) Deed R0104286 MET Salt Ranch Coordinates Mama Lat_ NAD83 Long _ NAD63 DMSLat DMSLon MET Salt Ranch 40 . 908180568800000 - 104 . 570488996000000 40 54 29 . 45004768N 104 34 13 . 76038560W i Chalk Bluffs • . MET Salt Ranch I Weld County , CO . . 0 40 900 1 , 440 1 . 93) Z400 H H 1 - - -4 >t - - ih . l _ I : 24OW • T I ti • - A . \ Che erme„, - - - a ` fi ort Colic s Weld County c Greeley v 4 lR64 J • . ` • Va � / r . r / . I � . _ _ . . — • SWNE Proposed Meteorological _ _ • . Evaluation Tower ( MET ) •i r ` � 2 , 587 ft . 0 Parcel • r - - - - - _ _ � _ - - - •• - _ _ _ . _ - - . — Road • • t _ ' ) Quarter Section • Y r a _ _ . - . i - r , f _� , . re f �� w _ . . . •I . tit ` O PI) E \ yo RENEWABLE ENERGY i �z tr : ` er � _ • y ' 0. 4% 8 /4/ 2025rC : \GIS _ ProjectsWnycOnyyo_ tialtL6luMMET _ Salt_ Ranch . mxd C T Source : NAIP Imagery , 2023 * at, : * ". i 11 : RO / . irs ■ = : iiiiiiiiii ■ iii: ■ � Illigirtrya : rt :af41 w w : i ■ 10�� s ■ a i • ow ■ a � ■ e � y _■ ■ ■ • - � ^ Chalk Bluffs ! : - ■ ■ . . . : . ■ : die ■ ■ ' � ■ ■ ■ . . . - JOBS/5 Iltl ■ ■ FI ■ ■ ?Pr • i11t / t . itsis = s 1r1 ; _ _ � � MET Salt Ranch tiapai _ IM EljilIIIIIII II EIL lia Ma i ` 1■ 311 ■1■ II . Vicinity 11 ` ° : iii , _ SIMII sPil 11111111111 ! !1 Weld County , CO im a w r ■ • ■ . M ,' " ' D II In 1lg• - ■ ITS • cxo axe tzoao ro . rr� :vow) 11111altil Sea . L ii 'riiii;r • �� ►• . a 1111111111111111111/9 l we tall 11 . . iii , RE1111— . IlLttatillill . • Li , < i 1 „ . -7- • bk IL riiii 111141111 � Co Rd , , 38 , � umaille SI � < __ ■ � e �►� kw, Cheyenney - � � T12N R64W T12N R63W T T12N R62W ` IE12N R66W ■ T1= R sW, � r• Irl • • ,�? . _ , . rttalb . -.r. a . r . Ng i �, Ni1 • . : ate U I Weld ►County • i . Illirliiii/7 ,4:/ ririt.: „ ort Collins U red ■ - Chi ■ � Co Rd • 13211 f / r rmn i Greeley ■III %i IT 1 1111 II 11111 ■ � ' ' Gc � Rd • 13 �J � � T, 11N �R6 W iii v■ • . • Ell' ifigis r , . a ! lin IL Proposed Meteorological T11 N R66W Co Rd 128 ' T11 N R65W ■ ' co I ' ' T11 N R63W ail 1 NR62W� � y , Evaluation Tower ( MET ) ' .ram :re r Co• -- qv 126r Parcel co Rd 12s . r iP • sed ■ . P -� t . ii ■ —■ � Road ° J r Ilia _ lel L^ ' U : Cc� Rd 12z : i ■ � ■ � ` Township ■ ida co Rd , 22 _MI XMN nil 0 IL111411 L . 1! 1. ■ i , 1 , _111.1111. 1 ■ Co Rd 120 Uei .Co , Rd 120 � I ' 1CoiRa - , 20 s ■ � ' � � „�co II -- � - Go Rd 118 Ill -. � �ILI 2 . • is ms lip ! if i Ass EN int .0 ■ x r - ■ • = o Rd Ail T10N R63W ■ T10N R62W 1 c T10N R66W ii1ON R65W Co Rd 116 T10N R64W l� visa ` � i � , � .� , ID milas .. . le.:: C * , fir IM It alai IX •vila Co Rd 114cC N. I. I P . 0 lin etrn___ 10 C)• � + , r . o Co Rd - 112 �O alai. lib r NIF gra .1W11 Ct. Lit 22 It IIM I A w i re) cc 0 , urrimip) am „.. cr „sit. , . ,. .,;.„ . . Els Aien ' l ■ a o o C Rd �. c ii- .. � t ._ _ `y� ir , Co Rd 108 - _ - c-, Co Rd 108 . hit _ ' 1 - c� ?e,,,,,,b E \ YO Q B Nibs, RENEWABLE ENERGY a . Co R • 106 V - .* R62W Rd 106 o Rd 106 - T9N R65W _ - a . F9N R64W o , T9N Co Rd 04imicio _ Co Rd ; o Co Rd 104 M1 !1 : 7%it , - fire . _ . a - - • t a � Co Rd 102 - , ., b 9 / 10 / 2025 � C1GI5 _ ProjectS \ Enyo� Eny . . _Chalk _ Bluffs \ MFT Salt _ Ranch , viarnry . mxd • U U OPERATING AGREEMENT OF SALT RANCH LLC WHEREAS,Salt Ranch LLC,was duly formed pursuant to the Wyoming Limited Liability Company Act on January 18,2017 and remains active and in good standing with the Wyoming Secretary of State;and WHEREAS,the Members of the Company,whose names are set forth on Schedule A attached hereto,wish to adopt this Operating Agreement("Agreement")for all purposes incident to the operation and management of the Company,and for all purposes incident to the Members' relation to the Company and to all Additional Members,as they may be added from time to time, and for all other purposes for which an operating agreement may be adopted under Wyoming limited liability company law. NOW,THEREFORE,in consideration of the mutual covenants contained herein and for good and valuable consideration,the sufficiency of which is hereby acknowledged,the parties hereto,as indicated by their respective and representative signatures hereon,enter into this Operating Agreement and adopt such as their binding agreement for all purposes permitted,and as the same may be amended from time to time consistent with the provisions hereof. ARTICLE I INTRODUCTION 1.1. Formation. Salt Ranch LLC was formed by filing of Articles of Organization(the "Articles")pursuant to the Wyoming Limited Liability Company Act,Wyo.Stat.§17-29-101 et seq. The Company was formed on behalf of the initial member and any additional and/or substituted Members whose names are set forth on Schedule A attached hereto,and amended from time to time. 1.2 Names. The Company's business shall be conducted under either the name set forth in the Articles(as they may be amended from time to time),or under any registered trade name. 1.3 Purposes and Powers.The Company was formed to conduct any lawful business for which limited liability companies may be organized according to the Wyoming Act,except banking and insurance. The Company may exercise all powers reasonable or necessary to pursue its current or future purposes. 1.4 Term.The duration of the Company shall be perpetual,unless the Company is earlier dissolved in accordance with either the provisions of this Agreement or the Wyoming Act. 2 ARTICLE II DEFINITIONS Unless otherwise provided in this Agreement,the following terms have the meanings stated: (a) "Additional Member"means any Person or Entity who or which is admitted to the Company as an Additional Member pursuant to Article X. (b) "Adjusted Capital Account,"with respect to any Member,means the Member's Capital Account as adjusted by the items described in Sections 1.704-1(b)(2)(ii)(d)(4),(5)and(6) of the Treasury Regulations. (c) "Affiliate"means,with respect to any Person,a Person directly or indirectly controlling,controlled by or under common control with such Person;any Person owning or controlling ten percent(10%)or more of the outstanding voting securities of such Person;any officer,director,member,manager or general partner of such Person;or any Person who is an officer,director,member,manager,general partner,trustee or holder of ten percent(10%)or more of the voting securities of any Person. (d) "Capital Account"as of any given date means the Capital Contribution to the Company by a Member as adjusted up to the date in question pursuant to Article VII. (e) "Capital Contribution"means any contribution to the Capital of the Company in cash,property,or services performed or to be performed by a Member whenever made. (f) "Capital Interest"shall mean an Interest that would give the Member a share of the proceeds if the Limited Liability Company's assets were sold and then the proceeds were distributed in a complete liquidation of the Limited Liability Company. (g) "Code"means the Internal Revenue Code of 1986,as amended,or corresponding provisions of subsequent superseding federal revenue laws. (h) "Company"refers to Salt Ranch LLC. (i) "Dissolution Event" means the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member,or the attempted voluntary transfer of a membership Interest or occurrence of any other event which terminates the continued membership of a Member in the Company. (j) "Distributable Cash"means all cash,receipts and funds received by the Company from Company operations,or investments,less the sum of the following to the extent paid or set aside by the Company: (i)all principal and interest payments on indebtedness of the Company 3 and all other sums paid to lenders;(ii)all cash expenditures incurred incident to the normal operation and management of the Company's business;(iii)such Reserves as the Manager deems reasonably necessary to the proper operation and maintenance of the Company's business. (k) "Entity"means any general partnership, limited partnership,limited liability company,corporation,joint venture,trust,business trust,cooperative or association. (1) "Fiscal Year"means the Company's fiscal year,which is the calendar year. (m) "Interest"means the proportion that a Member's Units bears to the aggregate outstanding Units of all Members. (n) "Manager"means one or more appointees of the Members to act for the Company as set forth herein. (o) "Member"means each of the individuals and Entities listed in Schedule A attached hereto,and such Additional Members and Substituted Members who are,as of a given time,a Member of the Company. (p) "Net Profits"means,for each Fiscal Year the income and gains of the Company determined in accordance with accounting principles consistently applied from year to year employed under the cash method of accounting and as reported,separately or in the aggregate,as appropriate,on the Company's information tax return filed for federal income tax purposes,plus any income exempt from federal income tax under the Code. (q) "Net Losses"means,for each Fiscal Year,the losses and deductions of the Company determined in accordance with accounting principles consistently applied from year to year employed under the cash method of accounting and as reported,separately or in the aggregate, as appropriate,on the Company's information tax return filed for federal income tax purposes, plus any expenditures not deductible in computing its taxable income and not properly chargeable to a capital account under the Code. (r) "Operating Agreement"means this Agreement as originally executed and as amended from time to time. (s) "Person"means any individual or Entity,and the heirs,executors,administrators, guardian or other legal representatives,successors and assigns of such Person where the context so permits. (t) "Regulatory Allocations"means the allocations pursuant to Sections 8.1(c),and (d)of this Agreement. (u) "Reserves"means,with respect to any fiscal period,funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient 4 by the Manager for working capital to pay taxes,insurance,debt service or other costs or expenses incident to the ownership or operation of the Company's business,and to provide for future real estate acquisitions or other investments. (v) "Substitute Member"means any Person or Entity who or which is admitted to Company as a Substitute Member pursuant to this Agreement and the Wyoming Act. (w) "Treasury Regulations"means the Income Tax Regulations,including temporary regulations,promulgated under the Code,as amended from time to time. (x) "Units"means the membership units issued by the Company to its Members,which represent each Member's Interest in the Company. (y) "Wyoming Act"means the Wyoming Limited Liability Company Act,Wyo.Stat. §17-29-101 et seq.,as thereafter amended. ARTICLE III OFFICES 3.1 Registered Office and Registered Agent. The registered office of the Company in the State of Wyoming as required by Wyoming Statute§17-28-101 is located at 221 E.21 st Street,Cheyenne,Wyoming 82001,and the registered agent at such address is Bailey I Stock Harmon I Cottam P.C. The registered office and the registered agent may be changed from time to time by the Manager or action of the Members by filing the prescribed forms with the Wyoming Secretary of State. 3.2 Principal Office.The Principal Office of the Company is separate and apart from the Registered Office,and is located at 4945 Black Mountain Rd.,Wickenburg,Arizona 85390. The Company may have such other offices,either within or without the State of Wyoming,as the Manager or Members may designate or as the business of the Company may from time to time require. ARTICLE IV MANAGEMENT 4.1 Management by Manager. The business and affairs of the Company shall be managed by one or more Managers. The initial Manager shall be Scott D.Salo. The Manager need not be a resident of Wyoming,the United States,or a Member.Except for situations in which the approval of the Members is expressly required by this Agreement or by non-waivable provisions of applicable law,the Manager shall have full and complete authority,power,and discretion to manage and control the business,affairs,and properties of the Company;to make all decisions regarding those matters;and to perform any and all other acts or activities customary or incident to the management of the Company's business. Except as otherwise set forth in this Agreement,the Members shall not participate in the management of the Company. 5 4.2 Specified Powers of Manager. Without limiting the generality of the foregoing Section,the Manager shall have power and authority,on behalf of the Company: (a)To acquire property from any Person or Entity as the Manager may determine. The fact that a Member is directly or indirectly affiliated or connected with any such Person or Entity shall not prohibit a Manager from dealing with that Person or Entity. (b)To borrow money for the Company from banks,other lending institutions,the Members,or Affiliates of the Members or Manager on such terms as the Manager deems appropriate,and in connection therewith,to hypothecate,encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. Except as otherwise provided in the Wyoming Act,no debt shall be contracted or liability incurred by or on behalf of the Company except by the Company's Manager. (c)To purchase liability and other insurance to protect the Company's property and business. (d)To hold and own any Company real and/or personal properties in the name of the Company. (e)To invest any Company funds either temporarily or on a long-term basis,by way of example but not limitation,in any investment the Manager deems appropriate in his sole discretion. (f)Upon the affirmative vote of the Members holding more than 75%of all Membership Units in the Company,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. (g)To execute on behalf of the Company all instruments and documents,including, without limitation,checks,drafts,notes,and other negotiable instruments;mortgages or deeds of trust;security agreements and financing statements;documents providing for the acquisition, mortgage or disposition of the Company's property;assignments,bills of sale,leases,partnership agreements;and any other instruments or documents necessary,in the opinion of the Manager,to the business of the Company. (h)To employ accountants,legal counsel,managing agents or other experts to perform services for the Company,and to define their duties and authority,which may include authority granted to the Manager under the Wyoming Act,and to compensate them from Company funds. (i)To retain and compensate employees and agents generally,and to define their duties and authority,which may include authority granted to the Manager under the Wyoming Act,and to cause the same to be the employees or agents of the Manager rather than of the Company if the 6 Manager determines such manner of retention and compensation is in or not opposed to the best interests of Company. (j)To appoint and remove officers of the Company. (k)To enter into any and all other agreements on behalf of the Company,with any other Person or Entity for any purpose,in such forms as the Members may approve. (I)To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business and the achievement of the Company's purposes and exercise of the Company's powers. 4.3 Right to Rely on the Manager.Any Person dealing with the Company may rely (without duty of further inquiry)upon a certificate signed by any Manager as to: (a)who are the Members or Manager hereunder; (b) the existence or non-existence of any fact which constitutes a condition precedent to acts by the Members or the Manager or in any other manner germane to the affairs of the Company; (c)who is authorized to execute and deliver any instrument or document of the Company; (d)the authenticity of any copy of the Articles,this Agreement,amendments thereto and any other document relating to the conduct of the affairs of the Company;or (e)any act or failure to act by the Company or as to any other matter whatsoever involving the Company,any Manager or any Member in the capacity as a Member or Manager of the Company. 4.4 No Other Authority. Unless authorized to do so by this Agreement or the Manager,no attorney-in-fact,employee,or other agent of the Company shall have any power or authority to bind the Company in any way,to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence. 4.5 Resignation and Removal.Any Manager of the Company may resign at any time by giving written notice to the Members of the Company.A Manager may be removed,with our without cause,at any time pursuant to the affirmative vote of seventy-five percent(75%)of the Membership Units,which Membership Units shall include those units held by any Member who is acting as Manager. 4.6 Officers.The Manager may appoint himself or other individuals as officers of the Company which may include,but shall not be limited to:(1)president;(2)one or more vice 7 presidents;(3)secretary;and(4)treasurer. The Manager may delegate all or a portion of his management responsibilities to any such officers,as determined by the Manager from time to time, and such officers shall have the authority to contract for,negotiate on behalf of,and otherwise represent the interests of Company as so authorized by the Manager. ARTICLE V RIGHTS AND OBLIGATIONS OF MEMBERS 5.1 Limitation of Liability.To the maximum extent permissible under the Wyoming Act and all other applicable law,neither the Manager nor any Member shall be subject to assessment or be personally liable for any of the debts or obligations of the Company or any of the losses of the Company beyond the Member's capital contributions and the Member's share of undistributed net profits of the Company.In addition,neither the Manager nor any Member shall be personally liable for any debt or obligation of any other Member.Pursuant to Wyo.Stat.§17- 29-503,a charging order is the exclusive remedy available by which a person seeking to enforce a judgment against a judgment debtor,including any judgment debtor who may be the sole member of the Company. 5.2 Company Books. The Manager shall maintain and preserve at the Company's principal office relevant Company documents including,but not limited to(a)a current list of the full name and last known business address of each Member and Manager;(b)a copy of the Company's Articles and Certificate of Organization and all amendments thereto;(c)copies of the Company's federal,state and local income tax returns and reports,if any,for the three most recent years;and(d)copies of this Agreement,and any amendment restatement thereof,and of any financial statements for the three most recent years. Despite the Manager's obligation to keep these records,the Members do not have the right to access the Company's books and financial records in accordance with Section 17-29-410 or any other provision of the Wyoming Act. 5.3 Priority and Return of Capital.Except as specifically provided for in either this Agreement or a separate,written agreement entered into by the Company,or a written resolution duly authorized by the Company,no Member shall have priority over any other Member,either as to the return of Capital Contributions or as to Net Profits,Net Losses or distributions;provided that this Section shall not apply to loans(as distinguished from Capital Contributions),in accordance with Section 7.4. 5.4 Withdrawal or Dissociation of a Member. A Member does not have the power or right to withdraw from the Company except in compliance with the Wyoming Act. 5.5 Activities with the Company. Any Member or Affiliate thereof may contract in writing with the Company to provide goods or services,or otherwise deal with the Company. Unless provided for in this Agreement or some other separate,written agreement,no Member or Affiliate shall have any right to receive payment from the Company or to receive any portion of the profits of the Company. 8 5.6 Indemnification.Any Person made or threatened to be made a party to any action or proceeding,whether civil,criminal,administrative or investigative,by reason of the fact that such Person is or was(a)a Member(including a Manager who was a Member);(b)a Manager, officer,director,member,partner,attorney or agent of a Member;or(c)an employee or agent of the Company(collectively,the"Indemnified Persons"),shall be indemnified by the Company for any losses or damage sustained with respect to such action or proceeding and the Company may advance such Indemnified Persons related expenses to the full extent permitted by the Wyoming Act. The duty of the Company to indemnify the Indemnified Persons hereunder shall not extend to actions or omissions of any Indemnified Persons which involve fraud,misrepresentation,or willful misconduct by such Indemnified Persons or which are in breach or violation by such Indemnified Person of this Agreement.No Indemnified Person shall be liable to the Company for actions taken in good faith. Any indemnification shall be provided only out of Company assets and no Member shall have any personal liability for the indemnification. 5.7 Other Activities and Duties of the Manager and Members. Nothing in this Agreement shall prohibit any Manager,Member or Affiliate from owning,operating or investing in,either directly or indirectly,in any other businesses,investments or property of any nature or description,independently or with others,whether or not in competition with the Company,and the Manager shall not incur any liability to the Company or to any of the Members as a result of engaging in any such other business or venture.The Manager shall not be required to manage the Company as the Manager's sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company.Neither the Company nor any Manager nor any Member shall have any right,by virtue of this Agreement,to share or participate in such other investments or activities of the Manager or to the income or proceeds derived therefrom.The other Members hereof shall not have any rights by virtue of this Agreement in respect of such other businesses or activities or to share in the income or the profits derived therefrom. Except as otherwise provided herein,a Manager,Member or Affiliate shall owe no fiduciary duties to the Company or any other Member except the duties of good faith and fair dealing. ARTICLE VI MEMBER MEETINGS 6.1 Member Meetings. No annual or other regularly scheduled meeting of the Members is required by this Agreement.The Manager may call a meeting of the Members on the Manager'own initiative. The Manager shall call a meeting of the Members upon the written request of two or more Members.Notice of any meeting shall be provided at least 72 hours prior to such meeting,and may be given by any reasonable means,including electronically.Any such notice shall state briefly the purposes of the meeting. The Manager and any Member may participate in any meeting of the Members by telephone, internet conferencing, or similar communication provided all Members can effectively communicate. 9 6.2 Quorum.Members holding at least a majority of all outstanding Units represented in person or by proxy shall constitute a quorum at any meeting of the Members. 6.3 Proxies. At all meetings of Members,a Member may vote by proxy executed in writing by the Member or by such Member's natural or duly appointed guardian,or authorized attorney-in-fact. Such proxy shall be provided to the Manager of the Company before or at the time of the meeting.No proxy shall be valid more than three(3)months from date of execution, unless otherwise provided for in the proxy. 6.4 Manner of Acting.Each Member shall have one(1)vote for each of the Units in the Company that such Member owns. Membership Units owned by spouses as tenants by the entireties("TBE")may be voted by either Member. If a quorum is present,the affirmative vote of Members holding at least seventy-five percent(75%)of all outstanding Units and entitled to vote on the subject matter shall be the act of the Members,unless the vote of a greater or lesser proportion or number is otherwise required by the Wyoming Act,by the Articles of Organization, or by this Agreement. 6.5 Action Without a Meeting.Unless otherwise provided by law,any action which could be taken at a meeting of the Members may be taken without a meeting if: (a)a written resolution,setting forth the action so taken,is signed by the Members holding a sufficient number of Units necessary to approve such resolution if it were voted upon during a meeting of the Members;or (b)the Manager or other Person authorized to act on behalf of the Company receives emails or similar electronic communications from Members holding a sufficient number of Units necessary to approve such resolution if it were voted upon during a meeting of the Members,and which communications evidence the Members'approval of the resolution or Company action. 6.6 Record Date.For the purpose of determining the Members entitled to notice of or to vote at any meeting of the Members,or the Members entitled to receive payment of any distribution,or in order to make a determination of the Members for any other purpose,the date on which the meeting is held or the resolution declaring such distribution is adopted,as the case may be,shall be the record date of such determination of the Members ARTICLE VII CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS 7.1 Nature of Capital Contributions.Members shall make Capital Contributions as determined by them,and may be in cash or any type of property,including promissory notes,or any services performed or to be performed,as may be agreed upon or determined by all of the Members if not otherwise set forth herein. Members may contribute additional capital to the Company in exchange for additional Units,either on a pro rata or non-pro rata basis,with the 10 unanimous consent of all Members. Except as specifically provided for in this Agreement,no Member shall be required to make any Capital Contributions to the Company other than(a)any Capital Contribution specified in Schedule A attached hereto,or(b)as required by a separate, written agreement enforceable against such Member. 7.2 Required Additional Capital Contributions. If required in the discretion of the Manager or Members,the Members will be required to make additional Capital Contributions to the Company within thirty(30)days from the date of written notice thereof by the Manager.Any required Capital Contributions shall be made pro rata,in accordance with the Member's Interest unless otherwise agreed to by all Members in writing.If a Member fails to make a required Capital Contribution,the Company may exercise,on notice to such Member(the"Delinquent"Member), one or more of the following remedies: (a) Permitting the Members,in proportion to their Interest or in such other percentages as they may agree to advance the portion of the Delinquent Member's capital contribution that is in default. The sum advanced constitutes a loan from such Members to the Delinquent Member and a capital contribution of that sum to the Company by the Delinquent Member.The principal balance of the loan and all accrued unpaid interest is due and payable on the 10th day after written demand by the lending Members to the Delinquent Member.The amount loaned bears interest at 150%of short-term rate under Internal Revenue Code Section 1274(d)from the day that the advance is deemed made until the date that the loan,together with all interest accrued,is repaid to the lending Members. All distributions from the Company that would be made to the Delinquent Member shall be paid to the lending Members pro rata until the loan and all interest accrued have been paid in full.The payment of the loan and interest accrued is secured by a security interest in the Delinquent Member's membership Interest. (b)Permitting the Members,in proportion to their Interest or in such other percentages as they may agree, to advance the portion of the Delinquent Member's capital contribution that is in default,with the following results: (i) The Delinquent Member's Interest shall be decreased by that amount which is equal to the product of(A)the total Membership Units outstanding prior to the required additional Capital Contributions, multiplied by(B)a fraction, the numerator of which is the amount of such Delinquent Member's required additional contribution which the Delinquent Member fails to contribute and the denominator of which is the sum obtained by adding(i)the total capital contributions made by all Members prior to such required additional contributions and(ii)the amount of such required additional contributions (including the Delinquent Member's portion thereof). (ii) The Manager may further dilute the Interest of the Delinquent Member,and increase the Interests of those contributing Members who shall have made 11 additional contributions that were otherwise required of the Delinquent Member,by an additional amount not to exceed 50%of the additional contribution which the Delinquent Member failed to contribute,in order to offset additional expenses incurred by the Company and/or the other Members and to provide an incentive for all Members to make the additional Capital Contributions when required pursuant hereto. Each Member grants to the Company,and to any lending Members with respect to any loans made to that Member,as security,equally and ratably for the payment of all Capital Contributions that a Member has agreed to make and the payment of all loans and interest accrued made by lending Members to that Member,a security interest in the Member's membership Interest under the Uniform Commercial Code of the State of Wyoming. Any default in the payment of a required Capital Contribution or in the payment of a loan or interest accrued,the Company or the lending Members,as applicable,are entitled to the rights and remedies of a secured party under the Uniform Commercial Code of the State of Wyoming with respect to the security interest granted. Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Manager or the lending Members,as applicable,may request to effectuate and carry out the preceding provisions of this action. At the option of the Manager or the lending Members,this Agreement or a photographic or other copy of this Agreement may serve as a financing statement. 7.3 Units. An unlimited number of Units is hereby authorized. Each Member's Interest in the capital of the Company shall be represented by his Units,which are set forth in Schedule A attached hereto. 7.4 Loans by Members.Loans by Members to the Company must be represented by a written promissory note signed by the Manager in his representative capacity on behalf of the Company.Such loans shall not be capital contributions to the Company nor shall loans be credited to the Capital Account of the lending Member or entitle such lending Member to any increase in such Member's share of the Company's profits or distributions or subject such Member to any greater proportion of the losses which the Company may sustain. Loans in accordance with the foregoing sentence shall be a debt due from the Company to such lending Member and shall be, together with accrued interest thereon,reimbursed to the Member making such loan in accordance with its written terms,but in any event prior to any distribution to the Members in connection with the dissolution of the Company. 7.5 Capital Accounts. (a) An individual capital account(the "Capital Account")shall be established and maintained on behalf of each Member,including any additional or substituted Member who shall thereafter receive an Interest in the Company. The Capital Account of each Member shall consist of: 12 (i) the amount of cash such Member has contributed to the Company,plus (ii) the fair market value of any property such Member has contributed to the Company, net of any liabilities assumed by the Company or to which such property is subject as provided under Section 752 of the Code,plus (iii) the agreed-upon value of any services performed or to be performed by such Member for the benefit of the Company,plus (iv) the amount of profits,income or gain(including tax-exempt income)allocated to such Member; Less: (i) the amount of losses and deductions allocated to such Member,less (ii) the amount of all cash distributed to such Members,less (iii) the fair market value of any property distributed to Member,net of any liability assumed by such Member or to which such property is subject,less (iv) such Member's share of any other expenditures which are not deductible by the Company for federal income tax purposes or which are not allowable as additions to the basis of Company property, And: (i) subject to the adjustments provided for in Article VIII. The manner in which Capital Accounts are to be maintained pursuant to this Section is intended,and shall be construed so as,to comply with the requirements of Code Section 704(b) and the Treasury Regulations promulgated thereunder.In the event there exists any inconsistency, the Code and Treasury Regulations shall control. 7.6 No Demand of Member Capital. No Member has the right to withdraw his Capital Contribution or to demand and receive property of the Company or any distribution in return for the Member's Capital Contribution,except as may be specifically provided in this Agreement or required by law.No Member shall be entitled to interest on its Capital Contribution or to a return on his Capital Contribution,except as otherwise specifically provided for herein.No Member shall receive out of Company property any part of the Member's Capital Contribution until(i)all liabilities of the Company,except liabilities to Members on account of their Capital Contributions have been paid or there remains property of the Company sufficient to pay them;or (ii)the consent of all Members is had. Upon such dissolution,winding up,and liquidation,no Member has the right to demand and receive property other than cash in return for its Capital 13 Contribution. Neither the Manager nor any Member,in any way guarantees the return of the Members'Capital Contributions or a profit for the Members from the operations of the Company. ARTICLE VIII ALLOCATIONS AND INCOME TAX 8.1 Allocations of Profits and Losses from Operations. (a) Except as may be required by Section 704(c)of the Code,the Net Profits,Net Losses,and capital gains of the Company for each Fiscal Year shall be allocated among the Members as follows: (i) First,in proportion to any preferential or guaranteed payments made to less than all of the Members; (ii) Second,to the Members proportion to distributions made to the Members as agreed by them;and (iii) Third,in proportion to the Members with respect to their Interests in the Company. Any credit available for income tax purposes shall be allocated among the Members in like fashion. (b) Notwithstanding paragraph(a)above,no loss shall be allocated to a Member if such allocation would cause such Member's Adjusted Capital Account to become negative or to increase the negative balance thereof (c) Notwithstanding any other provision of this Agreement,regulatory allocations required by the Code and the regulations promulgated thereunder("Regulatory Allocations")shall be taken into account in allocating items of income,gain,loss and deduction among the Members; but to the extent possible,the net amount of other allocations and the Regulatory Allocations shall be equal to the amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. (d) The Manager shall have reasonable discretion,with respect to each Fiscal Year,to (i)apply the provisions of this Section in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations,and(ii)divide all allocations pursuant to this Section among the Members in a manner that is likely to minimize such economic distortions. 8.2 Distributions. Except as provided in Section 11.4,or as otherwise authorized by an act of the Members,all distributions of cash or other property shall be made to the Members pro rata in proportion to the respective Interests of the Members on the record date of such distributions. Except as provided in Section 11.4,all distributions of Distributable Cash and property shall be made in such amounts and at such times as determined by the Manager,in his 14 sole and absolute discretion,except that the Manager shall make pro rata distributions to the Members to cover payment for the Members'income taxes on the Company's net income as determined by the Manager after consultation with and approval by the Company's accountants. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Section. 8.3 Limitation Upon Distributions.No distribution shall be declared and paid if,after the distribution is made:(a)the Company would be unable to pay its debts as they became due in the usual course of business;(b)the Company's total assets would be less than the sum of its total liabilities if the Company were to be dissolved,wound-up and terminated as of the date of distribution;(c)it would violate an agreement to which the Company is a party;or(d)it would violate a provision of law to which the Company is subject. 8.4 Accounting Principles.The profits and losses of the Company shall be determined in accordance with accounting principles applied on a consistent basis under the cash method of accounting. 8.5 Returns and Other Elections.The Manager shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which company does business. Copies of such returns,or pertinent information therefrom,shall be furnished to the Members within a reasonable time after the end of the Company's fiscal year.All elections permitted to be made by the Company under federal or state laws shall be made by the Manager in their discretion. ARTICLE IX TRANSFERABILITY 9.1 Effect of Transfers.Units in the Company are not transferable,in whole or in part, except as specifically provided for in this Agreement.Furthermore,the transfer of a Unit in the Company does not entitle the transferee to participate in the management and affairs of the Company or to become or to exercise any rights of a Member,unless the other Members of the Company unanimously agree that such transferee may become a Substitute Member or Additional Member in accordance with Article X of this Agreement.A Member ceases to be a Member upon assignment of the Member's entire membership Interest,which may only occur when properly authorized by the unanimous vote of the remaining Members.The pledge or granting of a security interest,lien or other encumbrance in or against,any or all of the Units of a Member shall not cause the Member to cease to be a Member and shall not deprive the Member of the power to exercise any rights or powers of a Member.The transfer of a Unit in the Company does not dissolve the Company. Each assignor,upon request of the Manager,shall pay all reasonable expenses, including attorneys'fees as such fees are incurred by the Company in connection with such assignment. 9.2 Right of First Refusal. Members may not transfer Units owned by them unless 15 the following requirements are satisfied: (a) A transferring Member who desires to sell all or any portion of its Units in the Company to a third party purchaser shall obtain from such third party purchaser("Third Party Purchaser")a bona fide written offer to purchase such interest,stating the terms and conditions upon which the purchase is to be made and the consideration offered therefore("Third Party Offer"). The selling Member shall give written notification("Notice of Sale")to the other Member(s),by certified mail or personal delivery,of such Member's intention to so transfer such Units(the"Offered Interest"). The Notice of Sale shall be accompanied by a copy of the Third Party Offer. If any portion of the purchase price offered by such Third Party Purchaser consists of consideration other than cash or a promissory note,then the Notice of Sale also shall be accompanied by a good faith appraisal of the fair market value of such consideration provided by an independent third-party appraiser. (b) The other Members shall have the option("Buy Option")to purchase all,but not less than all,of the Offered Interest,in an amount based on the remaining Member's Interest without taking into account the Offered Interest.The Buy Option may be exercised by all the other Members by giving written notification("Buy Notice")to the selling Member within forty-five (45)days after receiving the Notice of Sale(the"Option Period"). Notwithstanding any provision of this Section to the contrary,the remaining Members may mutually agree to an allocation of the Offered Interest to be purchased by each of them. (c) If no Buy Notice is issued within the Option Period,the Buy Option shall terminate and the transferring Member shall be entitled to consummate the sale of the Offered Interest to the Third Party Purchaser upon terms no less favorable than are set forth in the Third Party Offer,at any time within ninety(90)days following the expiration of the Option Period.If such sale is not consummated within such ninety(90)day period,then the provisions of this Section shall again apply to the Units which were the subject of the Offered Interest. (d) If the other Members exercise their Buy Option,such Members shall designate the time,date,and place of closing which shall be not more than sixty(60)days after the date of the receipt of the Buy Notice. At the closing,such Members shall purchase,and the selling Member shall sell,the Offered Interest for an amount equal to the purchase price designated in the Third Party Offer and in accordance with such other terms and conditions set forth in the Third Party Offer. 9.3 Death,Dissolution,Retirement or Bankruptcy of Member. (a)The death,retirement,resignation,expulsion,change of control(as determined by the Manager),bankruptcy or dissolution of a Member,or the attempted voluntary transfer of a membership Interest or occurrence of any other event which terminates the continued membership of a Member in the Company(a"Dissolution Event"),shall not dissolve the Company unless all Members consent to the winding up and liquidation of the business of the Company. Except as specifically provided for in this Agreement or another written agreement binding the Company 16 and its Members,the Member whose actions or conduct result in the Dissolution Event("Former Member")or such Former Member's trustee(s),personal representative(s)or heir(s),shall offer to sell and the remaining Members and the Company shall be entitled to purchase the Former Member's Interest as provided in subsections(b)and(c)of this Section. (b) Upon the occurrence of the Dissolution Event and notice thereof to the remaining Members,the remaining Members shall have the option to purchase such Former Member's Interest.Within sixty(60)days of the Dissolution Event,the remaining Members shall notify the Manager in writing of their desire to purchase a portion of the Former Member's Interest. The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of the remaining Member not to purchase any of the Former Member's Interest.Each remaining Member shall be entitled to purchase a portion of the Former Member's Interest based on the remaining Member's Interest without taking into account the Former Member's Interest.In the event any remaining Member elects to purchase none or less than all of such remaining Member's Interest of the Former Member's Interest,then the unpurchased portion may be purchased by those remaining Members that elected to purchase their full Interest of the Former Member's Interest.In the event the remaining Members elect not to purchase all or part of the Former Member's Interest,the unpurchased portion may be purchased by the Company. If the remaining Members and the Company fail to purchase the entire interest of the Former Member, the same shall pass by operation of law to any assignee/transferee or shall remain in the hands of the Former Member as a transferee Interest and not as a membership Interest,which shall nevertheless remain subject to the restriction on transfer terms hereof.The holder of any transferee Interest is only entitled to receive the distribution to which the transferor would be entitled. Notwithstanding any provision of this Section to the contrary,the remaining Members may mutually agree to an allocation of the Former Member's Interest to be purchased by each of them. (c) The Former Member's Interest shall be valued according to its book value for federal income tax purposes,provided,however that if any party to a Membership Interest transaction described in Section 9.3(b)above believes such valuation varies from fair market value,an appraisal may be requested.In such event,the Former Member's Interest shall equal the fair market value of such Interest as determined by agreement within sixty(60)days after the notice of the occurrence of a Dissolution Event or,in case of a failure to agree within such sixty(60)day period, as determined by an appraiser agreeable to all parties,but if a single appraiser cannot be agreed upon within such sixty(60)day period,as determined by three appraisers,one selected by the Former Member or such Former Member's trustee(s)or heir(s),one selected by the remaining Members,and one selected by the two appraisers so named. The appraiser shall be instructed to appraise the fair market value of the underlying assets of the Company in determining the fair market value of the Interest to be valued,with application of an appropriate discount to reflect lack of marketability,lack of control,minority interest and as otherwise determined by the appraiser. The fair market value of the Former Member's Interest in the Company shall be based upon the average of the two appraisals closest in amount to each other. The Company and the Former Member shall each pay one-half of the expense of the same. The purchase price shall be paid by the Company(if all Members consent in writing)or such remaining Members,as the case may be, either:(i)in five(5)equal annual installments of principal together with interest,commencing to 17 accrue from the date of closing,at the then current Long-Term Applicable Federal Rate(the "AFR")under Section 1274(d)of the Code for the month in which the first payment is made(or a rate per annum equal to what the AFR would be for such month under Section 1274(d)of the Code if the AFR is no longer published)to fully amortize such purchase price over such five(5) payments with the first payment being due and payable 15 days after the determination of the fair market value of the Former Member's Interest in the Company,or(ii)within fifteen(15)days after the determination of the fair market value of the Former Member's Interest in the Company,as the Company and/or the remaining Members,as the case may be,may elect in their sole discretion. Nothing contained herein is intended to prohibit Members from agreeing upon different terms and conditions for the purchase by the Company or any Members of the Interest of any Former Member. 9.4 Transfer to Spouse or Lineal Descendants. A Member may transfer by gift, bequest or trust to his or her spouse or lineal descendants,all or any portion of his Units without first offering any such Units to the other Members so long as such transfer does not cause a violation of federal or state law and does not jeopardize the tax status of the Company. The recipient of such Units shall be a mere transferee under this Agreement and the Wyoming Act unless such recipient is admitted as Substitute Member in accordance with this Agreement. ARTICLE X ADDITIONAL AND SUBSTITUTE MEMBERS 10.1 Admission of New Members.From the effective date of this Agreement,with the unanimous written consent of all the Members,any Person or Entity acceptable to the Manager may,subject to the terms and conditions of this Agreement,become:(a)an Additional Member of the Company by the sale of new Company Interests for such consideration as the Manager shall determine,or(b)a Substitute Member by the transfer of existing Company Units in accordance with this Agreement. An Additional Member or Substitute Member may not claim any Member rights or receive any Member benefits until he has signed the original or a counterpart of this Agreement,as it may be amended,indicating his agreement to the same and acceptance of its terms. 10.2 Allocations to New Members. No Additional or Substitute Member shall be entitled to any retroactive allocation of losses,income or expense deductions incurred by the Company. The Manager may,at his option,at the time an Additional or Substitute Member is admitted,close the Company books(as though the Company's tax year had ended)or make pro rata allocations of loss,income and expense deductions to an Additional or Substitute Member for that portion of the Company's tax year in which an Additional or Substitute Member was admitted, in accordance with the provisions of Section 706(d)of the Code and the Treasury Regulations promulgated thereunder. 18 ARTICLE XI DISSOLUTION AND TERMINATION 11.1 Dissolution. The Company shall be dissolved upon the occurrence of any of the following events: (a)upon the unanimous affirmative vote of the Members; (b)upon the entry of a decree of dissolution by a court of competent jurisdiction; (c)upon the occurrence of a Dissolution Event,and the determination by the Manager or remaining Members that the Company should be dissolved;or (d)at such earlier time as may be provided by applicable law. 11.2 Effect of Dissolution Upon dissolution,the existence of the Company shall cease, except for the purpose of suits,other proceedings,and appropriate action as provided in the Wyoming Act.The Manager shall have authority to distribute any Company property discovered after dissolution,convey real estate,and take such other action as may be necessary on behalf of and in the name of the Company. 11.3 Articles of Dissolution. When all debts,liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members,Articles of Dissolution may be executed and delivered to the Wyoming Secretary of State by the Manager or other authorized person. 11.4 Distribution of Assets Upon Dissolution. In settling accounts after dissolution, the liabilities of the Company shall be entitled to payment in the following order with any payments due a Member hereunder being offset by any amounts owed by the Member to the Company: (a) to the expenses of the dissolution; (b) to those creditors(including to Members to the extent otherwise permitted by the Wyoming Act)in the order of priority as provided by law; (c) to those Members of the Company with respect to their Capital Accounts;and (d) to the Members in accordance with their respective membership Interests at the time of such distribution. 11.5 Winding Up. Except as provided by law,upon dissolution,each Member shall look solely to the assets of the Company for the return of his Capital Contribution.If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the Capital Contribution of each Member,such Member shall have no 19 recourse against the Manager or any other Member. Further,no Member shall be required to restore any deficit in his Capital Account and such deficit shall not be treated as an asset of the Company.The winding up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the Manager,who is hereby authorized to take all actions necessary to accomplish such distribution, including without limitation, selling any Company assets the Manager deems necessary or appropriate to sell. ARTICLE XII MISCELLANEOUS PROVISIONS 12.1 Applicable Law. This Agreement is subject to,and governed by,the Wyoming Act and the Articles of the Company filed with the Wyoming Secretary of State. The rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of Wyoming,without regard to its conflicts of laws principles. 12.2 Complete Agreement.This Agreement and the Articles constitute the complete and exclusive statement of agreement among the Members with respect to the subject matter hereof. This Agreement and the Articles replace and supersede all prior agreements by and among the Members or any of them. This Agreement and the Articles supersede all prior written and oral statements and no representation, statement,or condition or warranty not contained in this Agreement or the Articles will be binding on the Members or the Manager,nor shall the same have any force or effect whatsoever. 12.3 Binding Effect. Subject to the provisions of this Agreement relating to transferability,this Agreement will be binding upon and inure to the benefit of the Members,and their respective distributees,successors and assigns. 12.4 Validity.In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Wyoming Act or the provisions of the Articles of the Company,such provisions of the Wyoming Act or the Articles the Company,as the case may be, will be controlling. To the extent any provision of this Agreement is prohibited or ineffective under the Wyoming Act,this Agreement shall be considered amended to the smallest degree possible in order to make this Agreement effective under the Wyoming Act. In the event the Wyoming Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid thereafter valid,such provision shall be considered to be valid from the effective date of such interpretation or amendment. 12.5 Interpretation. Paragraphs,titles or captions in no way define,limit,extend or describe the scope of this Agreement nor the intent of any of its provisions. As used herein,the masculine includes the feminine and neuter and the singular includes the plural. 12.6 Counterparts. This Agreement or any certificate or amendment pursuant thereto may be executed in counterparts,all of which taken together shall be deemed one original 20 agreement,and shall be binding upon all parties hereto notwithstanding that all parties are not signatory to the same counterpart. 12.7 Additional Documents and Acts. Each Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate,carry out,and perform all of the terms,provisions,and conditions of this Agreement and the transactions contemplated hereby. 12.8 No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the parties hereto,and their respective successors and assigns subject to the express provisions hereof relating to successors and assigns,and no other person will have any rights,interest,or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 12.9 Amendments.All amendments to this Agreement will be in writing and signed by all the Members. Amendments to the Articles,when duly adopted,may be executed by the Manager or the Company's attorney. 12.10 Creditors.None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Manager,of any Member,or of the Company. 12.11 Waiver of Notice. Whenever any notice is required to be given pursuant to the provisions of the Wyoming Act or this Agreement,a waiver thereof,in writing,signed by the person or entity entitled to such notice,whether before or after the time stated therein,shall be deemed equivalent to the giving of such notice. 12.12 Arbitration.In the event of a dispute,the Members agree to resolve the same first by mediation and,if mediation is unsuccessful,then by arbitration. The Members shall select a mutually acceptable arbitrator and abide by the arbitrator's decision.If the Members cannot agree upon an arbitrator within ten(10)days following a Member's request for the selection of an arbitrator,or if a Member refuses to select an arbitrator within the time prescribed,the Member first requesting arbitration may apply to the any Judge of the First Judicial District of Wyoming to select an arbitrator.The parties to the arbitration shall bear their own,respective costs. IN WITNESS WHEREOF,all of the Members have executed this Operating Agreement effective as of the 18th day of January,2016. [signature page follows] 21 12.11 Waiver of Notice.Whenever any notice is required to be given pursuant to the provisions of the Wyoming Actor this Agreement,a waiver thereof in writing,signed by the person or entity entitled to such notice,whether before or after the time stated therein,shall be deemed equivalent to the giving of such notice. 12.12 Ate.In the event of a dispute,the Members agree to resolve the same first by mediation and,if mediation is unsuccessful,then by arbitration. The Members shall select a mutually acceptable arbitrator and abide by the arbitrator's decision. If the Members cannot agree upon an arbitrator within ten(10)days following a Member's request for the selection of an arbitrator,or if a Member refuses to select an arbitrator within the time prescribed,the Member first requesting arbitration may apply to the any Judge of the First Judicial District of Wyoming to select an arbitrator.The parties to the arbitration shall bear their own,respective costs. IN WITNESS WHEREOF,all of the Members have executed this Operating Agreement effective as of the 18th day of January,2016. [signature page follows10 SC D.SALO,Member I (di I l ff SALT RANCH LLC BY. OTT D.SAL , anger SCHEDULE A MEMBERS AND UNITS Effective as of January 18,2017 Member Capital Contribution Number of Units SCOTT D.SALO 50 ALLISON A.SALO 50 Total Membership Units 100 Contract Form Entity Information Entity Name* Entity ID* Q New Entity? ENYO RENEWABLE ENERGY @00050414 Contract Name* Contract ID Parent Contract ID AGREEMENT FOR PLACEMENT OF TEMPORARY WIND 10024 MONITORING TOWERS CHALK BLUFFS WIND,LLC C/O * Requires Board Approval ENYO RENEWABLE ENERGY Contract Lead JTRUJILLOMARTINEZ YES Contract Status Contract Lead Email Department Project# CTB REVIEW jtrujillomartinez@weld.go Contract Description* AGREEMENT FOR PLACEMENT OF TEMPORARY WIND MONITORING TOWERS CHALK BLUFFS WIND,LLC C/O ENYO RENEWABLE ENERGY COLLATERAL IN THE AMOUNT OF$7,000.00 IS REQUIRED AND HAS BEEN PROVIDED IN THE FORM OF CHECK#41 73 ISSUED BY WELLS FARGO BANK,N.A.,VIA Contract Description 2 THE ENYO CHECKING ACCOUNT ENDING IN 2393 Contract Type* Department Requested BOCC Agenda Due Date AGREEMENT PLANNING Date* 1 1/01/2025 11/05/2025 Amount* Department Email $7,000.00 CM-Planning@weld.gov Will a work session with BOCC be required?* Renewable* Department Head Email NO NO CM-Planning- Does Contract require Purchasing Dept.to be DeptHead@weld.gov included? Automatic Renewal NO County Attorney Grant GENERAL COUNTY ATTORNEY EMAIL IGA County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note:the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Review Date* Renewal Date 11/03/2026 Termination Notice Period Committed Delivery Date Expiration Date* 11/03/2027 Contact Information Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head Finance Approver Legal Counsel DAWN ANDERSON RUSTY WILLIAMS BYRON HOWELL DH Approved Date Finance Approved Date Legal Counsel Approved Date 10/30/2025 10/30/2025 10/30/2025 Final Approval BOCC Approved Tyler Ref# AG110525 BOCC Signed Date Originator JTRUJ I LLOMARTI N EZ BOCC Agenda Date 11/05/2025 Hello