HomeMy WebLinkAbout20172990CERTIFICATE OF CONVEYANCES
STATE OF COLORADO
COUNTY OF WELD
WELD COUNTY
DEPARTMENT OF PLANNING SERVICES
Land Title Order No.: K&M
The Land Title Guarantee Company (TITLE INSURANCE or ABSTRACT COMPANY) hereby certifies
that it has made a careful search of its records, and finds the following conveyances affecting the real estate
described herein since August 30, 1972, and the most recent deed recorded prior to August 30, 1972.
Legal Description:
The SE' 14 of Section 16, Twonship 7 North, Range 67 West of the 6'h P.M., except that portion in Recorded
Exemption No. 0705 -16 -4 -RE -2549, recorded January 24, 2000 at Reception No. 2745852 and also except
that portion in Recorded Exemption No. 0705-16-02-RE2548 recorded November 18, 1999 at Reception No.
2733411
CONVEYANCES (if none appear, so state):
Book 1537, Page 20, Reception No. 1309507
Book 1580, Page 308, Reception No. 1351329
Book 1580, Page 311, Reception No. 1351330
Book 1602, Page 638, Reception No. 1370894
Reception No. 1517296, Book 595
Reception No. 1687257, Book 765
Reception No. 1687827, Book 766
Reception No. 2296073
Reception No. 2733411
Reception No. 2745852
Reception No. 2761763
Reception No. 2774144
Reception No. 3589870
This Certificate is made for the use and benefit of the Department of Planning Services of Weld County,
Colorado.
This Certificate is not to be construed as an Abstract of Title, nor an opinion of Title, nor a guarantee of
Title, and the liability of Land Title Guarantee COMPANY, is hereby limited to the fee paid for this
Certificate.
It Witness Whereof, Land Title Guarantee COMPANY, has caused this certificate to be signed by its proper
officer this 21st day of April, 2017 at 5:00 o'clock P.M.
LAND TITLE GUARANTEE COMPANY
B
•�Lr
Heidi Crue
Title Examiner
801)K 5 37 PAGE . 2
ANA! SFO/ti:, rUTY
JUL.2 7 1959. C �i
R:rr;.,tE:�;_�.i3;y1?c3S� -,P,m �rnxur_ i1Fly�,la.
WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS, That ERNEST D.
NELSON, ANNA M. NELSON and KENNETH L. NELSON of the County
of Weld, and State of Colorado, for the consideration of a valuable
consideration and ten Dollars, in hand paid, hereby sell and convey to
CACTUS HILL RANCH COMPANY, a Colorado Corporation of the County
of Weld, and State of Colorado, the following real property, situate in
the County of Weld and State of Colorado, to -wit:
The Northwest Quarter (NW 1/4) of Section 21, Township
7 North of Range 67 West of the 6th P. M. , except that portion
'containing about 4 l/2 acres in the Northeast Quarter (NE 1/4)
of. Northeast Quarter (NE 1/4) of Northwest Quarter (NW 1/4),
known as the James Lake Reservoir; together with two (2)
shares of the Capital Stock of the Water Supply and Storage
Company; together with the Meyer Ditch and all water rights and
privilege retaining thereto and together with the allotment of
the beneficial use of eighty (80) acre feet of water of Northern
Colorado Water Conservancy District; except right of way as
conveyed Icy Deed recorded in Book 1066, Page 486, Weld County
Records, except reservations as contained in Patent recorded in
Book 153, Page 40, and in Deed recorded in Book 50, Page 533,
Weld County Records;
That part of the Northeast Quarter (NE 1/4) of Section 17, Town-
ship 7 North, Range 67 West of the 6th P. M. , described as
follows: Beginning at the Northeast corner of said Section 17,
and running thence West along the North line of said Section, 134
rods; thence South to the Water Supply and Storage Company Ditch;
thence Southeast along said ditch to the South line of said North-
east Quarter (NE 1/4); thence East to the Southeast corner of
said Northeast Quarter (NE 1/4); thence North along the East line
of said Northeast Quarter (NE 1/4) to the point of beginning; to-
gether with fifty (50) shares of the capital stock of The North
Poudre Irrigation Company, and fifty (50) rights in the Cactus
Hill Ditch Company; subject to rights -of -way for roads, ditches,
and railroad now constructed and used or appearing of record;
and excepting and reserving in said Frances Wells, her heirs,
beneficiaries, successors and assigns, a perpetual 6 1/4% of
100% of all oil and gas and other hydrocarbons produced and saved
from said lands, free of all cost of production;
West One-half (W 1/2) of Section 16, Township 7 North, Range 67,
West of the 6th P. M. ; together with seventy (70) shares of The
North Poudre Irrigation Company, and seventy (70) rights in the
SKID, Inc. SKL13207 WE 1309507-1959.001
BOOK15 7 PAGE 2i.
Cactus Hill Ditch Company; and two (2) shares of the Capital
stock of the Water Supply and Storage Company; together with
the allotment of the beneficial use of One Hundred Fifty (150)
acre feet of water of Northern Colorado Water Conservancy
District;
That part of the Northwest Quarter of Southeast Quarter
(NW 1/4 of SE 1/4) of Section 16, Township 7 North, Range
67 West of the 6th P. M. Lying Northwest and above the Water
Supply and Storage Company canal;
with all its appurtenances, and warrant the title to the same, subject to
an encumbrance of record.
Signed and delivered this,31'' day of March, A. D. 1959.
STATE OF COLORADO )
SS.
COUNTY OF LARIMER )
—Jr/
The foregoing instrument was acknowledged before me thi.a:-.4 "day
of March, 1959, by ERNEST D. NELSON, ANNA M. NELSON, and KENNETH
L. NELSON.
:1.;0,-.F ,, V1Xt-ness my hand and official seal.
) + ti, , commission expires March 17, .1961.
•
LA
•
I
Notary Public
SKLD, Inc. SKL13207 WE 1309507-1959.002
1y� L s z1 -s81
Flied for rd the___ day o ..._______—_, A. D. ii aL .-e1E: v.o'eleel:_ M. ._
i:j513' J•: — AMJ 5PpMfQ • RECORDER
bi Inbcntune, Made this —._16th • day of Mar Ch , in the year
`R sixty-one , between
of Our Lord One Thousand Nine Hundred and. `I
COLLINS
THE pOUDRE VALLEY. NATIONAL BANK OF FORT • 'as gxeGutpX
a 3 . Ralph WMcMurry , deceased,
of the Estate of »•
N O i
Y.._of the first part, andFRED C. KLUV gR.
o .
a -
of theCounty of - Lorimer , and State ....coloraao
part..Y:..__of the second part, Witneseeth that
Whereas, in the County Court of the County of... . 1 -rd. 1.7111eX , in the
State of Colorado, on the._._ 16th day of ...... ..PAa TCh...._..............• A- D. 19.4 ._., in the matter of the
estate of Ralph W.GMtk1 rY .an ardor
authorising and directing sale of the Real Estate hereinafter described was shade and entered of record.
And Whereas, The said part Y of the first part did, on the 16th
day of............_Map ch..................
A E, 19._....L.., sell at primate ..sale, for the total sum of.Sixty-F:i3Le Thousand. - - - - -.DOLLARS,
to the parb.Y of the second part, the hereinafter described real estate pursuant to and in full compliance with said order
of the Court.
And Whereas, On'the..-..._... 3.6tb, _.._.day af_........._March, , A. D. 19...61._, the said part y
of the first part, as .......... _._ex...._e.........cut..or...._..._...._.....of said estate as aforesaid, submitted to the said Court a report of such
sale so made as aforesaid;
And Thereafter, an order confirming the said sale of Real Estate was made and entered of record in the matter of
said estate, which order is as follows, to -wit:
IN THE COUNTY COURT
Lorimer
in and for the County
and State of Colorado
No be,3i
IN THE MATTER. OF THE ESTATE OF
RALPH W. MCIVMLJRRY,
Deceased.
Order Confirming Sale
of Real Estate
This matter coming onto be heard this day upon the report of the bale at private sale by
The Poudre Valley National Bank of Fort Collins_
the. Executor - of the,above entitled estate, to
gins of PaprcecMalleoll) ) �.. - .. . - ..,:c , - . . .
of the following described real
estate located (unless otherwise stated) in the County of Weld , State of Colorado:
No. e'a:A.r. Besot Adminiolralor'e, Esecaioe's, Guardian'., or Conservator. D.ed—Out. West Printing cad &Mellow Co. Colorado Spree.
SKLD, Inc. SKL13207 WE 1351329-1961.001
604580
each;' '
•, and it appearing to the Court, and the
tate w_
The NW4 of Section 22, Township 7 North, Range 67 West of the 6th P.M. ;
The SE -41; of Section 16, Township 7 North, Range 67 'West of the 6th P.M.,
EXCEPT land covered by Patent No. 2304, described as follows: Beginning
at a point thirty (30) feet West and thirty (30) feet North of the Southeast
corner of Section sixteen (16), in Township seven (7) North of Range sixty-
seven (67), West of the 6th P. M. , thence West 400 feet parallel with South
line of said Section; thence North 544, 5 feet parallel with East line of said
Section; thence East 400 feet parallel with South line of said Section; thence
South 544.5 feet to place of beginning; said tract of land containing 5 acres,
more or less, and EXCEPT rights of way for roads, ditches and reservoirs
as now constructed; but including any and all minerals and mineral rights
owned by the Estate of Ralph W.-McMurry, deceased; EXCEPT general
property taxes for the year 1961, payable in 1962; and including any and all
water and water rights, and more particularly two shares of the capital stock of
Water Supply and Storage Company, and an allotment far 80 acre feet units of
water from Nortbrn Colorado Water Conservancy District.
:for 65, 000.00
-_ or trot
Court finds: that said sale was legally made and fairly conducted; that the sum bid was not disproportionate to the value
of the property sold, and was not less than the appraised value;
IT IS ORDERED, that said report and sale are confirmed and that the personalrrepresentative(s)yeioeoute a convey-
ance of the premises sold and described in said report, and herein, to the said puzohaser(S} thereof.
Done and signed in open Court this_ 16th day of_ ...Max‘.12, , 18 61.
ar't'y cotar:
J ROBERT 2+lILLER
•Strike werdlae between material. Mat Is (nappllcalle. Sea Seca. las end 391. 55 emended, Ch. tss. 'as C.S.A.
COUNTY .runts.
'}
SKID, Inc. SKL13207 WE 1351329-1961.002
II
e00d58O u..31.0 •
Now Therefore, .This Indenture Wihhesseth, That the said part..Y.......of the first part, in consideration of the premises,
and the further consideration of the said sum of..qiXtY" Five Magsa,nd and•Tig11QQ - - - - -
DOLLARS, to H,,.it .311 hand paid by the said part.., of the second part, the receipt of which is hereby acknowledged,
ha s sold and conveyed, and by these presents do es ._..sell and convey unto the said part..,.Y.._..,of the second part,
h"x,S .heirs and assigns, all the right, title and interest which the said Ralph W. McMurry
d at the time' of his death in and to
the folloshiag described lot or parcel' of land, situate in the County of Wad
State of Colorado to -wit: The NWi. of Section 22, Township 7 North Range 67 West of the
6th P.M.; Tile SE* of Section 16,- Township 7 North, Range 7'West of the 6th P.M. ,
EXCEPT land covered by Patent No. 2304, described as follows: Beginning
at a point thirty (30) feet West and thirty (30) feet North of the Southeast corner of
Section sixteen (16), in.Township seven (7) North of Range sixty-seven (67), West of the
6th P. M. , thence West 400 feet para.Ilel with South line of said Section; thence North
544. 5 feet parallel with East line of said Section; thence East 400 feet parallel with
South line of said Section; thence South 544.5 feet to place of beginning; said tract of
land. containing 5. acres, more or less, and EXCEPT rights of way for roads, ditches
and reservoirs .as now constructed; but including any and all minerals and mineral
rights owned by the Estate of .Ralph W. McMurry, deceased; EXCEPT general property
taxes for the year 1961, payable in' 1962; and including any and all water and water right
and more particularly two shares of the capital stock of Water Supply and Storage
Company, and an allotment for 80 acre feet units of water from Northern Colorado
Water Conservancy District;
To Have and to Hold the Same, With ell the appurtenances thereunto belonging, or in anywise appertaining, to the
proper use, benefit and behoof of the said part..Y of the second part,
.h is
-heirs and assigns forever
In Witness Whereof, The said part. y of the first part, as ......,.,..of said estate as aforesaid,
_ pLL. E�' j�,4ili to set If ...its hand......., and seal the de aidyyeeaar fast hereinabove written.
°° THE PVUDRE VALLEY NATIONAL
.l, y
3nera
- e. •
a``1.
STATE OF COLORADO,
Larirrier
B
e Presiaen
Executor
Ralph W. McMurry
trumant urns sohiowledged ore ni t
Ia r n z a Na t c t r sh
�:+3 . �{Y�..-a o
;ss_ • .Este .ytn7f :: ..of theEstate of Pb.1•••.
l y eommiristori aspires... �—_�r� ,.. 4F,
Df�
. *Awls myband and cial seal.
v I,H m`t" .•' Fred ..W..,Ilesack
the County of Larimer
Clerk
of the Estate of
16th day of. .-.March- ...... _.._.,.
andC, Shepherd as Cashier, of '
-a cairns
..-lac uxr.
NOTARY PUBLIC.
of the County Court in and for
and Slate of Colorado, do hereby certify that the order confirming Sale of
Real E{s,ate 4 //ree,cited in the within and foregoing Heed, is a fail, true, and complete copy of the same as it remains of
I 1
record ai,4oa' eks , y office.
\ ,'4.1tness rny.5Cd-end seal of. said Court at '4rt...fir.Q. i1 P.. -.._--'--'- .....................Colorado in said County,
eh s:.:, _�h ..t'? {:t ............_..day of kIarckh.. , A. D. 19..:61..
• 'z , A ,1 ,I
tin ce'ee. or ai nleletrstbr9; and mentors, insert the word. "had in h_ lifetime and et the time of h death", end In ease of beaedlnne, the
words "weuld'heie after arristno et h-.„__mnjorlty", end In 0550 Di conservators, tho words "bad et 4 time wlen...__.he was mentally 'competent•'
Clerk of the County Court
SKLD, Inc. SicL13207 PE 1351329-1961.003
Recorded __..... _...
MA.......... 1961
Reception N _3.51_3 ANN SPOMER Recorder.
•
Recorder's Stamp
�a
s
V
V
5,
n
THIS DEED, Made this 20th day of March
in the year of our Lord one thousand
nine hundred and sixty-one between
FRED C. KLUVER
of the County of Lorimer
State of Colorado, of the first part, and
FRED C. KLUVER and ALICE M. KLUVER
of the County of Larimer
and State of Colorado, of the second part:
WITNESSETH, That the said party of the first part, for and in consideration of the sum of
- - - Ten Dollars and other good and valuable considerations 233)1t,„,XXXX
to the said party • of the first part in hand paid by the said parties of the second part, the receipt
whereof is hereby confessed and acknowledged, ha s remised, released, sold, conveyed and quit
claimed, and by these presents does remise, release, sell, convey and quit claim unto the said parties of
the second part, their heirs and assigns forever, not in tenancy in common but in joint tenancy, all the
right, title, interest, claim and demand which the said party of the first part has in and to the
following described lot or parcel of land situate, lying and being in the
County of Weld and State of Colorado, to -wit:
U .gia311.
The SE$ of Section 16, Township 7 North, Range 67 West
of the 6th P.M., EXCEPT oil, gas and other minerals and
subject to roads and ditches as now established;
(Actual consideration less than $100.000
TO HAVE AND TO HOLD the same, together with all and singular the appurtenances and privi-
leges thereunto belonging or in anywise thereunto appertaining, and all the estate, right, title, interest,
and claim whatsoever of the said part y of the first part, either in law or equity, unto the said parties
of the second part, their heirs and assigns forever.
IN WITNESS WHEREOF, The said party of the first part ha 5
hand and seal the day and year first above written...
hereunto set his
Signed, Sealed and Delivered in the presence of _%.�ill_� [SEAL]
[SEAL]
[SEAL]
STATE OF COLORADO
ss.
County of LARIMER
iv!.lef,,. he foregoing instrument was acknowledged before me this 26
C:.I4r6�1;`r;hy FRED C. KLUVER.
Fr
WITNESS my hand and official seal.
iVfy.crovimissioo expires (////,
day of March
Notary Pcblln
No. 962 QUIT CLADS DEED. --To Sent Tenant&
—Bra dtoed•RabIanon Fir. Co.. Mfrs Robineon'a Legal Skala, 1824.45 5105t St., Denver, Colorado.
C)
SKID, Inc. SKL13207 WE 1351330-1961.001
1
The Great Western Sugar Company, a New Jersey corporation,
of whose address is 1530 - 16th Street, City and County of Denver,
State of Colorado, for the consideration of $10.00, and other
good and valuable considerations, in hand paid, hereby sells and
conveys to Fred C. Kluver, whose address is 1527 Mathews Street,
Fort•Collins, County of Larimer, State of Colorado, the follow-
ing real property in the County of Weld and State of Colorado,
to -wit:
REAL ESrAre CONYEYA
s�
aLer:-1602 11:1638
:. 4 ..,...... , .__..DEG 27 MI
l'e"4. 1370891_ 0891- —Ann Spp n.r. Record4r;
ANN SPOMER, DEPUTY_
r7771177 -
WARRANTY DEED
A tract or parcel of land described as follows: Be-
ginning at a point 30 feet west and 30 feet north
of the southeast corner of Sec. 16, T. 7 N., R. 67 W.
of the 6th P.M.; thence west 400 feet parallel with
the south line of said section; thence north 544.5
feet parallelwith the east line of said section;
thence east 400 feet parallel with the south line of
said section; thence south 544.5 feet to the place
of beginning;
Excepting from the foregoing tract or parcel of land
a strip of land in the SEA of said Sec. 16, Township
and Range aforesaid, described as follows: Beginning
at a point 574.5 feet north and 30 feet west of the
southeast corner of said Sec. 16; thence west paral-
lel with the south line of said section 28.4 feet to
a point; thence south 14° 13' east, 115.5 feet to a
point; thence north 112 feet, more or less, to the
place of beginning;
Excepting and reserving to the Grantor, its successors
and assigns, all ores and minerals, including oil and
gas, in, upon or under said real property, including
full rights of ingress and egress to explore for and
to extract the same;
Subject to inclusion of said premises within Northern
Colorado Water Conservancy District, and within any
other Special Improvement District.
Subject also to exceptions, reservations, restrictions,
rights of way and easements, if any, existing or of
record;
- 1 -
SKLD, Inc. sKL13207 WE 1370894-1961.001
BOW.i6O2 ?AC.Ef d9
No water, water rights, ditch rights, or rights to
the use of water are conveyed by this deed;
with all its appurtenances and warrants the title to the same
subject to the foregoing.
Signed this .1)7 day of December, 1961.
STATE OF COLORADO
SS.
CITY AND COUNTY OF DENVER)
THE GREAT WESTERN SUGAR COMPANY
e foregoing instrument was acknowledged before me this
/r' ' day of December, 1961, by Frank A. Kemp, as President,
and Robert A. Wherry, as Secretary, of The Great Western Sugar
Company, a New Jersey corporation.
Witness my hand and notarial seal.
My commission expires aaniisii .;.:r.f JSl2Y ,f, 1;J05
-2
Notary Public
....o k o..111 f -
SKID, Inc. SKL13207 WE 1370894-1961.002
•k
.C%
. c,,,.:Yk ...: ....,� APR 3 fl_ 1916 .—
/6 W(� � Jan"rlxl of .............. ..
PeRSONAL REPRESENTATIVE'S DEED
This deed is made by THOMAS N. MOORE, as Personal Representa-
tivo of the estate of Alice M. Kluver, Grantor, to THOMAS K. MOORE,
Grantee, Fort Collins, Colorado'.
WHEREAS, Grantor i9 the qualified personal representative for
the decedent, Alice M. Kluver, whose will was admitted to probate
on June 3, 1474, by the District Court in and for Latimer County,
Colorado, being probate estate number 10663: and
WHEREAS, Grantor was duly appointed as personal representative
of said estate on June 3, 1974, and is now qaulified and acting in
such capacity; and
Row, THEREFORE, pursuant to the powers conferred upon Grantor
by the Colorado Probate Code and said will, and for valuable consid-
eration, Grantor does hereby convey unto Grantee all right, title
and interest which the decedent had in the following real property
situate in Weld County, Colorado. to wit:
The Southeast 1/4 of Section 16, Township 7 North,
Range 67 West of the Gth F.M., together with all
water used in connection therewith. except beginning
at a point 3O feet West and 30 feet North of the
Southeast corner of said Section 16, thenceWest
40O
st
400 feet, thence North 544.5 feet, ththen
feet, thence south 544.5 feet to the point of be-
ginning.
The South 1/2 of Section 9, Township 7 North, Range
67 West of the 6th P.M.
The East 1/2 of Section 21. Township 7 North, Range
61 West of the 6th P.M.
The South 1/2 of Section 10, Township 7 North, Range
67 West of the 6th Y.M.
A tract Of land commencing at the Northeast corner of
Section 16, Township 7 North, Range 67 West of the 6th
P.M., thence South 264 feet: thence West 333 feet; thence
North 270.5 feet, more or less, to a point 371 feet West
of the paint of beginning, then East to the point of be-
ginning.
with all horeditaments and appurtenances; to have and hold the above -
described premises, with the appurtenances, unto said Grantee, his
heirs and assigns, forever.
And said Grantor, far himself, his successors and assigns, does
covenant, grant, bargain and agree to and with said Grantee, his
4
Lol
4
SKLD, Inc. LG SKL13207 WE 1687257-1976.001
heirs and assigns, the above -bargained promises in quiet and peace-
able possession of said Grantee, his heirs and aesigne, against all
persona lawfully claiming or to claim the whole or any part thereof,
Witness my hand and official seal.
,,ceat)� Notary PubLieY,
My Commission expires:
SKID, Inc. LG SKL13207 WE 1687257-1976.002
x
a a 0 2 a III15172
2
,I; ti M f{Jr• f
•'' 176.4.4•AMPOINI•waprom41,
woadwl i- t d 9 +,+rte "4: SE
ttr..� rr. 4�fi'!Ql�hai 4
IRFD C: K WVEI and AUCE M. KLIN
whets whims is 1527 Mathews Shell, Fort Cony,
Ashy of Lorimer • mad ebb of
• Sr id srddaatho of Tan Dollars
Miser good and vaiunMe aaredderatlons
hank, wino) sad ssovq(s) to
JUN 4 ne
*MCI M. MANES
whom nano h 1597 Watkins Street, Fart Collins , . qrany et
nrlldNSP[ Lorimar , esd Bats of Colorado tae knowing rut property h the
Owing of Wald had Buts of
moo, to will
The SF} of Sectkn 16, Torwrhlp 7 North, Rangps Wert of the rfth P.M., EXCEPT had
covored by Patent No. 2804, described as blloww Ieginninp at a point thirty 00) feet
Wad and thirty (30) feet North of.thw 5oathead.aorner of Sectbn slow (IM), k► Tewerhtp
seMcn (7) North of Range sixty-esvan 07), Wert of the 6th P.M., thence West 400 Feet
17 parallel with Sault line of said Stratton; thenie North 544.5 Fest parallel with Fast line of
1 said Section; thence East 400 fist pawrlel wlt1g South Ifns of sold Sections thence South
544.5 fiesta place of beginnings sold tract of lead containing 5 acres, rare or Ise, and
EXCEPT rights of way for roods, ditches and reservoln as now constructed; but Fneladfrg
any and all minerals and mineral rights owned 6y Gnonion and including any and all water
and avatar rights baudims on allotment for 00 acre het units of wahr from Nudism Colorado
Water Conservancy District;
Also that property beginning at a point thirty (30j feet West and thirty (30) Feet North of
the SE corner of sold Section id, thorns Wast 400 fact, thence North 544.5 fast, thence
East 400 feet, thane' South 544.5 feet to point of beginning,
with all is eppaesuunem• and ,rarrutia) the titit a tho mum, ridden to rights of way for roads
and ditches as now ertabiirhed.
tflgaod lily 4
stirs OF COLORADO,
Grunt; at
re
no�f° rangfartrOmrat sou astaorriedged adorn as Mt A
do of eo , 1940 , by Fred C. Diver and Alice M. Kluver
+ �sefp1N+m.myhoodandetanischa delWd2w3' rf]a
mrsqlgetalf UAW
•
•
•
II "f;flgilairerfta
W.-it.....ibausku Msnarly ;so...*. o.ine a..ns4M it Mom, kkmm.,
r
SKLD, Inc. SKL13207 WE 1517296-1968.001
J Ne. . ...o•eloek.....4 14, MAY S 19?6...
P •W Remelted at,..........r
Ree.ptlen 1 782 .- .......................$4I t3.Ef.-.ta_ Raeordsr.
Tins DEW, Slide tide Sikh rimy of April , 3976 ,
between THOMAS K, M0ORE and NANCY S. NOORE, littahand and
wife,
of the County of tam mar and state of
Cotoreda, of the first pert, and
K S It COMPANY, a partnership
of the County of Ler ime'r arid tints or
Colorado, of the second pert,
WITN€SSETH, That tlw meld putt leg of the fink pert, for and In eordIderet[on of the mum of
TEN DOLLARS and othergoodand valuable considerationthe second a the receipt whereof
to the said part its of the flat part In hand geld by the said pert Ypart, p
Is hereby engraved end esknawlsdged, he VC remised, maenad, told, conveyed end QUIT CLAIMED, and by
these prevents do remise, Moue, melt, comer end QUIT CLAIM unto the said park' of the wend part,
i to IMIMe, meteseore and swign., forever, all the right. title, interest, eta* and demand which the sold
patties of the first part ha ❑e In end to the following deserlMl lot or pared of laud eltumta, lying and
being In the County of Weld and 81e1e of Colorado. to wit-
The Southeast 1/4 of Section 16. Township 7 North, Range 67 West of the 6th
P.M., together with all water used in connection therewith, except beginning
at a point 30 feet West end 30 feet Borth of the Southeast corner of said
Section 16, thence West 600 feet, thence North 544.5 feet, thence Rase. 4fl0
feet. thence South 544.5 feet to the point of beginning.
The South 1/2 of Section 9, Township 7 North, Range 67 West of the 6th P.M.
The East 1/2 of Section 21, Township 7 North, Range 67 West of the 6th P.H.
The South 1/2 of Section 10, Township 7 North, Range 67 West of the6th Y.N.
A tract of land commencing at the Northeast corner of Section 16. Township 7
North, Range 67 West of the 6th P.M.. thence South 264 feet; thence West 333
feet: thence North 270.5 feet, more or less, to a point 377 feet West of
the point of beginning, then East to the point of beginning.
The above property situate to Weld County, Colorado.
TO HAVE AND TO HOLD the wane, together with Ml and singular the appurtenances and priellegee thereunto
belonging or In anywise thereunto appertaining, and all the estate, right, title, Internet and claim whatsoever, of the
said part ie5 or the first part, either In awe rg%�,,v,ll to the only proper use, benefit and behoof of the said
part Y of the estond port, it8 Ise enet aue5ne forever.
IN WITNESS WHEREOF, The veld parties of the first part he Ve hereunto cwt their hand a
and peal s the dry and year heat above written, )�?
"� yyye.,,Yr f , /. �ppt�, {SEAL)
......S R. MOO E unhand
ill 1RE if —met —e (PEAL]
N 1 S. l00F., e
[8EAL3
Slimed. Sealed end Delivered in the Presence of
STATE OF COLORADO,
ms.
County of LAR IHER
The foregoing Instrument vas selmowiedged before me this 30th day of April
Ii 764 Thomas I:. Moore and Nancy S. Moore, husband and wife.
Myeameniuion expires .'r«/ ..2.3 , IP '?y• WItne.a my hand end off 'elm] see'.
' Y6ki■ ..
7.
...,4*.....,,,,......
.7.4.: C''% { :.::............. ..} ,..- F (.Grte .err.
T. - :1.
\,-.414.."'''.6....t)...
C, .
No. 053. QUIT CIMV veto. Ir..diel.l I'euni lee C..., If 24.46 Mlwa,t es,.ri, b,r.v.1 '''n b I,n-ee1II -II-11
S1cI,D, Inc. LG s{CL13207 WE 1687827-1976.001
B 1343 R$C 02296073 07/20/9: 00.27 $5.00 1/001
F 1845 MARY ANN PEUERSTEIN CLERK & RECORDER WELD CO, CO
SP
TONI DEED to a earrreyenee of lets reel property described below. ineauelne any t:nprorewrrtr area ether .ppmtenWasa (tor
"CrepMtV) Aen tits fib}. OnlOnf Orlon awtenhigsh or ether eMttypee} named below ea GRANTOR to the Irtdlrfduel(a}
p t> wood helot as GRANTEE.
TIN GRANTOR hereby side rod comp tee property to the GRANTEE end the mom:oA warrants the die to the property, except
fee (1) Val Sim el Sw flog ems* IOM hr No year of Mla dad, whkh Uta GRANTEE Ol pay C2} any aalalnsrde end, Msaf.
D , F, Iva=Newts shown o i iD1cNosed �tfonaeitown of ego any additional meexceptions ltere beeltm ny autos:ides; � Wnterests showsarranty E reword fa)artypr, and
$'2.00 m sleet to bolding and amino eeo'maero.
TT* SpUtllb Tenn of This Mod Aiar
*vino rt 4DM inlet/} e.l plaaMIK ei WOW, If are WNW Of ire dermgrrmr a point rn thin Omni In rdenue hemINNNe nptfa, eerily
grin= N Paul end MY.}
CACIOS HILL RANCH COMPANY, A COLORADO CORPORATION
Oneeteer (Oft moil* aril seeker** 'Immerse* of lndoet, nduterg eMaIle rood or sleet number, r required)
K & N COMPANY, A COLORADO GENERAL PART tSHIM
3201 SHORE ROAD FORT COLLINS COLORADO 80524
Pram of Co.prerrehtp; Maim we two as we gears meted, they eel be welder td to rake N tenarta n Cemnnn MOM the words "in
Iwo Loom,' Or WO of tie lens rnnnnt en added M MS ever err )
PropMty Oomotpetota rhowiroximyonostotot
THAT PART OF THE NORT WEST QUARTER or THE SOUTHEAST QUARTER OF SECTION 16,
TONNSHIP 7 NOM, RANGE 67 WEST OP THE 6TH P.N., WELD COUNTY, COLORADO, LYING
NORTHWEST AND ABOVE THE WATER SUPPLY ANL STORAGE COMPANY CANAL
STATE 00CUMENT1t Y FEE
Dale_.���/4?._
$
PfdpMy AMMO.: t1aAII9OVw - -
C ZYdwaUers Oft meets* aeCaner mo wnsopeeW,eeaarafseaMgpNlrtlfowroalwetapewwtedwaneMOcrnreeyewe den-
ared tit a AIR. In any cue tent eieM.10flee to umllrta Ma and wrtond1toid
TWENTY THOUSAND AND 00/I00
Iferieneeensabeeargetabilie (it es ORAAROR Womb In anew ow l.rr.r .n +M awa•M s t dens/ tar eon re owe. or the ORAMTOS
u nmoaaq Its GRANTEES mite in do psalm, write oorrnv4le schoe en.)
AddotoaM WMwstty Ito.mfMoItr (helroa aro el teat owls waned end orrr oaten not seared *wet
SUBJECT TO BUILDING AND ZONING REGULATIONS.
UMW eK the Owlet se JULY 17, 1992
and ee. d Owprallat, how.v aseedettiwrr
CACTUS HILL RANCH COMPANY. A O01MAL10 CORPORATION
of prafar. et Aropeeoe
PRESIDENT,
WELD )AO
•
atle eilowesteapd Weft me den 17th
ey- CACTUS RILL RANCH COMPANY, A COLORADO
BY KENNETH NELSON. PRESIDENT
WITSSIMS lily ore rd imply are
ry mnateelen who OCTOBER 20, 1993
STATE OF
ootoar Ott } feer.
lie lrepoko Instrument m ..de tin hire nrn If,
ee
moor Weinkl at amnion* rib d Orsini r Carmrdent. Para+r eWr IN ANedrewr. ton Irian nr k ieu m P uede,* In rlca pfaetdr4 III owlferd
ea maw wa waerrae y cf rngreeel: et N palate or twerrrrett: or N whhween rerlbs ut d ewdenm.)
Moony Pebdo
1221. STH AVE., GREELEY, CO.
Scrotum for hahrtdu 1px
tinder
Grantor
-"tea CORPORATION Grantor
1992
wilefisa no hero wed dikes err
fey toometeeton rtplrewG
Pieter/ Pubic
Ql}Nt UF0ATE LEGAL SOMAS
WCTC No, Opt
SKID, Inc. LG SKL13207 WE 2296073•-].992.001
I./I. 9£Z0 6
SKLD, Inc. LG SKL13207 WE 2733411-1999.001
'm
hP
r
1n
2
1./ I, 60170 I,
i_
.
\: _ �T
i.-../7?-........,:,
SKIM, Inc. 14 SKL13207 WE 2745852-2000.001
`� 1111111 Illll IIIIIII III IIIII IIIII IIIIIII Ili IIIII III1 IIII
�� 2751753 &4!1412000 01:33P ,SA Suki Teukamolo
1 ar 1 R 5.00 D 13.50 Weld County CO
WARRANTY DEED
THIS DEED, Made this 6th day of April , 200O , between
K & M COMPANY AND WILBUR MILLER CONSERVATOR OF ELVA JEAN
MILLER AND WILBUR MILLER
of the said County of and Slate of CO.
KELLY R. SANDERFORD AND ELSIE GAY SANDBRFORD
whose legal address is 2626 54 AVENUE
GREELLEY, CO. 80134
of the said County of and State of
, grantor, and
, grantee:
WITNESS, that the grantor, for and in consideration of the vont of ONE HUNDRED THIRTY -HIVE THOUSAND &
00/100 DOLLARS, the receipt and sufficiency of which i8 hereby
acknowledged, has granted, bargained. sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm, unto the
grantees, their heirs anti assigns forever, nor in tenancy in common but in joint tenancy, all the real property, together with improvements,
if any, situate, lying and being in the said County of WELD and State of Colorado described as follows:
LOT A OF RECORDED EXEMPTION NO. 0705 -16 -1 -RE -2549, RECORDED JANUARY 24, 2000
AT RECEPTION NO. 2745852, BEING PORTIONS OF THE NORTHEAST QUARTER AND OF TEE
NORTH HALF OF THE SOUTHEAST QUARTER BOTH OF SECTION 15, TOWNSHIP 7 NORTH,
RANGE 67 WEST OP THE 6TH Q.M. COUNTY OF WELD, STATE OF COLORADO.
also known by street and number as. TB!), CO
TOGETHER with all and singular the hereditament! and appurtenances thereto belonging, or in anywise appertaining, and the reversion
and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate. right. title, interest, claim and demand what-
soever of the grantor, either in law or equity, of, in and no the above bargained premises, with the heredtaments and appurtenances.
TO HAVE AND TO HOLD the said premises above bargained and described. with the appurtenances, unto the grantee. his heirs and
assigns forever. And the grantor, for himself, his heirs, and personal eepreaetltauvea, does covenant, grant, bargain, and agree to and with
the grantee, his heirs and assigns, that at the time of the ensealing and delivery of these presents, he is well seized of the premises above
conveyed. has good, sure, perfect. absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right. full power and
lawful authority to grant, bargain, sell and convey the same in manner and fonn as aforesaid, and that the same are free and clear from all
former and other grants, bargains, sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind of nature soccer, except
GENERAL TAXES FOR 2000, PAYABLE IN 2041, AND EXCEPT RESTRICTIONS,
RESERVATIONS, RIGHTS OF WAY, AND EASEMENTS OF RECORD, OR IN PLACE,
The grantor shell and will WARRANT AND FOREVER DEFEND the above -bargained premises in die quiet and peaceable possession
of the grantee, his heirs and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. The singular
number shall include the plural, the plural the singular, and the use of arty gender shall be applicable to all genders.
Iltl ,p SS WHE OF, the grantor has executed this deed on the dare ser forth above.
THOMAS X. MOORS, MANAGING PARTNER OF H a M COMPANY, A PARTNERSHIP
WILBUR MILLER CONSERVATOR OF ELVA
WILBUR MILLER
Slate of CO
County at ItARIMER
3 ss.
}
JEAN MILLER AND
The foregoing instrument was acknowledged before site this 6th day of April
by X & M COMPANY AND WILBUR MILLER CONSERVATOR OF ELVA JEAN MI
WILBUR MILLER
My commission expires Srpttamber 1:7, 2000 Witness my hand and
fee no. 1900a1o56 Stewart Tttte. Wbm rerorded resort m'.
Tto. sits WARAltsTYneno fro local Tenants; (Y921AEXTNEW)
Rea. 199
KELLY R. SPfdDHRFORD
26 54 AVENUE
REELEY, CO. 80634
SKLD, Inc. LG SKL13207 WE 2761763-2000.001
I111111VIIIIIIIIII11111�11VIIt1111111IIIVIIIIIII1111
2774144 06/12/2005 11.45A JA Suki Taukamnto
1 of 1 P 5.00 D 0.00 Weld County CO
//4(
QUIT CLAIM DEED
THIS DEED, Made this 24th day of may. 2000 between
K & M Company, a Colorado General Partnership
of the County of Weld and State of Colorado, grantor,and
Wilbur Miller, as Conservator of the Estate of Elva Jean Miller as to an undivided 52&
interest, and Wilbur Miller, as to an undivided 48% interest
whose legal address is 6691 County Road 480, Fort Collins, CO 80524
of the County of Weld and State of Colorado, grantees:
WITMESSETH, That the grantors) for and in consideration of the sum of TEN AND
00/100, ($10.00) Dollars, the receipt and sufficiency of which is hereby acknowledged,
has remised, released, sold and QUIT CLAIMED, and by these presents does remise,
release, sell and QUIT CLAIM unto the grantee(c), his heirs, successors and assigns
forever, all right, title, interest, claim and demand which the grantor(B) has in and
to the real property, together with improvements, if any, situate, lying and being in
the County of Weld and State of Colorado, described as follows:
Lot A of Recorded Exemption No. 0705-16-02-RE2548 recorded November 18, 1999 as
Reception No. 2733411, being a part of the NE1/4 and N1/2SE1/4 of section 16, Township
7 North, Range 67 West of the 6th P.M., County of Weld, State of Colorado.
alsoknown by street and number as TSD, , Colorado
TO HAVE AND TO HOLD the same, together with all and singular appurtenances and
privileges thereunto belonging or in anywise thereunto appertaining, and all the
estate, right, title, interest and claim whatsoever, of the grantor(s), either in law
or equity, to the only proper use, benefit and behoof of the grantee(s), his heirs and
assigns forever.
IN WITNESS WHEREOF, The grantor(s) has executed this deed on the date set forth
above.
K & M Company, a Colorado General
Partnership
BY
The
/tke„
K. Moore, General Partner
STATE OF COLORADO,
} as. The foregoing instrument was acknowledged before
County of weld } me this 24th day of May, 2000.
by Thomas K. Moore as General Partner of
K & M Company, a Colorado General Partnership
No.93
Witness my hand and official seal.
My commission expires 5-,;0,0014,
O1ACIk s� c Si
NOTARY PUBLIC
1295 Main St.
Windsor, COLORADO 80550
SKID, Inc. LG SKI13207 WE 2774144-2000.001
1111111 lib!! MUM i llil bill 111111 Ill lllil 1111 I!!I
3589870 11/1412008 12:36P Weld County, 00
1 of 2 R 11.00 D 0.40 Steve Moreno Clerk 8 Recorder
QUITCLAIM DEED
THIS DEED, made this 17 day of October, 2008,
between
Marietta Miller
James K. ;Hiller
Marilyn G. Schroeder
Gina 1,. Hergenreder
of the County of Weld, and State of Colorado, grantors, and
K & M Company, LLLP
a Colorado Limited Liability Limited Partnership
whose legal address is 1230 Country Club Road, Fort Collins, CO 8O524
WITNESS, that the grantor, for and in consideration or the sum of FOUR THOUSAND AND NO/100 DOLLARS
($4,000.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has
remised, released, sold and QUITCLAIMED, and by these presents does remise, release, sell and QUITCLAIM unto the
grantee, its successors and assigns forever, all the right, title, interest, claim and demand which the grantor has in and to the
real property, together with improvements, if any, situate, lying and being in the County of Weld and the State of Colorado.
described as follows.
Parcel 1 of Subdivision Exemption No. SE -805, recorded January 24, 2000 at
Reception No. 2745851, being a part of the Northeast Quarter of Section 16, Township 7 North,
Range 67 West of the 6th P.M., County of Weld, State of Colorado.
also known by street and number(s) 39988 CR 19, County of Weld
TO HAVE AND TO HOLD the same, together with all and singular the appurtenances aria privileges [Hereunto
belonging, or in anywise thereunto appertaining, and all the estate, right, title, interest and claim whatsoever of the grantor,
either in law or is equity, to the only proper use, benefit and behoof of the grantee, its successors and assigns forever.
The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to
all genders.
IN WITNESS WHEREOF, the grantor has executed this deed on the date set forth above.
Marietta Miller
S�1 oJk9-..yi-k A . , eywso-gttt,-1
Marilyn G. Schroeder Gina L. Hergenreder
STATE OF COLORADO
COUNTY OFliZQ. _
) SS.
)
The foregoing instrument was acknowledged before me this n_ day of October, 2008 by Marietta Miller.
x't'OUR). 1
'°treutr
.41
1.\ .f3W
Hy Commission Expire, 04/25/2010
Witness my hand and seal.
o'ta y Public:
My Commission Expires:
SKLD, Inc. LG ShL132O7 ME 3589870-2008.001
I 111111111111111111111111111) 1111111111 III 11111 I t 1111
3689870 11/14/2008 12:36P Weld County, CO
2 of 2 R 11.00 0 GAO Steve Moreno Clerk & Recorder
STATE OF COLORADO
) ss.
COUNTY OF'sPJQ C' )
)
The foregoing ipstaasne i was acknowledged before me this 3a day of October, 2008 by James K
olA
rr :
,..Poeq,.�,,++TT
ryOp GO%.0 „r'
My Commission Expires 04/25/2010
STATE OF COLORADO
COUNTY OF Li t.IA
ss.
Witness my hand and seal.
. Miller.
ot
ary Public: i
My
Commission Ex � res:
The foregoing instrument was acknowledged before me This 311 of October, 2008 by Marilyn G. Schroeder.
.:E: .00TArek. O _ Witness my hand and seal.
'1't_AtJ �iL'Q tG.I
.6-R�Ct]npa wary Public:
My Commission Exp.
N1r C[urmissiao Expires 04/25.2010
STATE OF COLORADO
COUNTY OF t'J4'<
)
) Ss.
The foregoing instrument was acknowledged before me this n day of October, 2008 by Gina L. liergenreder.
Witness my hand and seal.
•
µOTAgy'
4114 L;G aQf,
4OF6Ot .
My tumntsinn Eapims 0a.'^5/2010
Notary Public:
My Commission Expir
SKID, Inc. LG SKL13207 WE 3589870-2008.002
AMENDMENT TO AND COMPLETE
RESTATEMENT OF PARTNERSHIP AGREEMENT
OF K & M COMPANY, LLLP
TABLE OF CONTENTS
(This Table of Contents is for convenience of reference only and is not intended to
define, limit or describe the scope or intent of any provision of this Limited Partnership
Agreement).
Page
1.0 DEFINITIONS 2
1.1 Act 2
1.2 Agreement 3
1.3 Appraisal 3
1.4 Appraiser 3
1.5 Assignee 3
1,6 Capital Account 3
1.7 Certificate 4
1.8 Code 4
1.9 Defaulting Event 4
1.10 Disabling Event 4
1.11 General Partner 4
1.12 Limited Partner 5
1.13 Name 5
1.14 Net Cash Flow 5
1.15 Partners 5
1.16 Partnership Capital 6
1,17 Partnership Interests 6
1.18 Person 6
1.19 Substitute Limited Partner 6
1,20 Transfer 6
2.0 PLACE OF BUSINESS AND REGISTERED AGENT 7
2.1 Place of Business 7
2.2 Registered Agent 7
i
3.0 BUSINESS PURPOSE AND INTENT 7
3.1 Purpose and Intent 7
3.2 Other Jurisdictions 9
4.0 FORMATION AND TERM 9
4.1 Term 9
4.2 Filing of Certificate 9
4.3 Extension 9
5.0 CAPITAL AND PARTNERSHIP INTERESTS 10
5.1 Initial Capital Contribution 10
5.2 Partnership Property 10
5.3 Additions 10
5.4 Adjustments 10
5.5 No Interest Paid 11
5.6 Return of Capital Contribution 11
6.0 FINANCIAL 11
6.1 Profits and Losses 11
6.2 Assignment or Death 11
6.3 Cash Flow 12
6.4 Negative Capital Accounts of Limited Partners 12
6.5 Negative Capital Account of General Partner 12
7.0 MANAGEMENT AND OPERATION 12
7.1 Limited Partners 12
7.2 General Partners 12
7.3 Powers of the General Partner 13
7.4 Investment Authority 14
7.5 Life Insurance Restrictions 14
7.6 Limitations on Authority of General Partner 15
7.7 Managing Partner 15
7.8 Compensation 16
7.9 Expenses 16
ii
7.10 Deadlock 16
7.11 Indemnity 16
7.12 Waiver of Self -Dealing 17
7.13 Tax Matters Partner 17
7.14 Successor General Partner 17
7.15 Removal of a General Partner 17
7.16 Liability 18
8.0 BOOKS AND RECORDS 18
8.1 General 18
8.2 Financial Statements 18
9.0 BANKING 19
10.0 TAX ELECTIONS 19
11.0 ADMISSION AND EXPULSION OF PARTNERS 19
11.1 Admission by Consent of General Partners 19
11.2 Capital Contributions and Fair Market Value 20
11.3 Limitations 20
11.4 Expulsion of Limited Partners 20
12.0 TRANSFER OF PARTNERSHIP INTERESTS 20
12.1 Transfer of Interest of Limited Partner 20
12.2 Substitute Limited Partner 21
12.3 Rights of a Transferee 22
12.4 Transfers from Custodianships 22
12.5 General Prohibition Against Transfer of a General Partner's Interest 22
12.6 Exception for Related Parties 22
12.7 Status of a Transferee of a General Partnership Interest 23
12.8 Effect of Transfers in Violation of This Article 23
13.0 TRANSFER OF A GENERAL PARTNER'S INTEREST 23
13.1 Transfer of a General Partner's Interest 23
13.2 Admissions of a General Partner 24
izi
13.3 Effect of Transfers in Violation of This Article 24
14.0 WITHDRAWAL 24
14.1 Prohibition of Withdrawal of General Partner 24
14.2 Prohibition Against Withdrawal of Limited Partner 25
15.0 PURCHASE OF DEFAULTING PARTNER'S INTEREST 25
16.0 DEATH OR INCOMPETENCY OF A PARTNER 26
17.0 PURCHASE OF DECEASED PARTNER'S INTEREST 27
18.0 PURCHASE OF AN INTEREST ACQUIRED WITHOUT AUTHORITY 27
19.0 AMENDMENTS 29
20.0 LIMITED PARTNER'S DEATH, INSANITY, OR INCOMPETENCY 29
21.0 DISSOLUTION 29
21.1 Causes for Dissolution 29
21.2 Upon Dissolution 30
21.3 Gain or Loss 30
21.4 Partnership Assets Sole Source 31
21.5 Winding -Up 31
22.0 POWER OF ATTORNEY 31
22.1 General 31
22.2 Power With and Interest 31
23.0 MISCELLANEOUS 32
23.1 Notices. 32
23.2 Non -Waiver 32
23.3 Severability 32
23.4 Good Faith 33
23.5 Governing Law 33
23.6 Cumulative Rights 33
23.7 Other Activities 33
23.8 Confidentiality 33
iv
23.9 Counterparts 33
23.10 Waiver of Partition 34
23.11 Binding Terms 34
23.12 Personal Property 34
23.13 "Days" Defined 34
23.14 Gender and Number 34
SCHEDULE A 39
SCHEDULE B —Initial Partnership Property 40
v
AMENDMENT TO AND COMPLETE
RESTATEMENT OF PARTNERSHIP AGREEMENT
THIS AMENDMENT TO AND COMPLETE RESTATEMENT OF
PARTNERSHIP AGREEMENT is made and entered into by and among JOHN R.
MOORE, VIOLA K. MOORE, THOMAS K. MOORE, MARYLEE M. KISTLER,
NANCY S. MOORE, AUGUSTUS S. MOORE TRUST, SADIE E. MOORE TRUST,
SALLY J. MOORE TRUST and JESSICA T. KISTLER TRUST, all as General Partners
of K & M Company, a Colorado general partnership. Pursuant to the rights reserved to
the parties under that Partnership Agreement dated April 30, 1976, as amended thereafter,
and for the purpose of clarity, the parties completely restate said agreement, in its
entirety, to convert to a limited liability limited partnership and to provide as follows:
K & M COMPANY, LLLP
LIMITED PARTNERSHIP AGREEMENT
This Agreement of Limited Partnership is made and entered into as of the date of
the last signature hereon, by and between JOHN R. MOORE, VIOLA K. MOORE, and
THOMAS K. MOORE as the General Partners, and JOHN R. MOORE, VIOLA K.
MOORE, THOMAS K. MOORE, MARYLEE M. KISTLER, NANCY S. MOORE,
AUGUSTUS S. MOORE TRUST, SADIE E. MOORE TRUST, SALLY J. MOORE
TRUST and JESSICA T. KISTLER TRUST, as the Limited Partners, for the purposes
and upon the terms and conditions as set forth herein.
RECITALS:
A. The Partners all desire to enter into an agreement (the "Agreement") to
establish a limited liability limited partnership ("the Partnership") under the Colorado
Uniform Limited Partnership Act of 1981 for the purposes hereinafter described and to
1
register the Partnership as a registered limited liability limited partnership under C.R.S.
Section 7-60-144;
B. The Partners desire that the Partnership transact certain business and make
certain investments, and that they all share in the risks, benefits, profits and losses of
these businesses and investments;
C. The Partners desire that JOHN R. MOORE, VIOLA K. MOORE and
THOMAS K. MOORE be the General Partners and that JOHN R. MOORE, VIOLA K.
MOORE, THOMAS K. MOORE, MARYLEE M. KISTLER, NANCY S. MOORE,
AUGUSTUS S. MOORE TRUST, SADIE E. MOORE TRUST, SALLY J. MOORE
TRUST and JESSICA T. KISTLER TRUST be Limited Partners;
D. The limited liability limited Partnership Interests in this Partnership are
subject to restrictions on transfer and other terms and conditions set forth in this
Agreement. The interests have been acquired for investment and have not been registered
under (i) any state securities laws or (ii) the United States Security Act of 1933, as
amended. Neither the interests nor any part thereof may be offered for sale, pledged,
hypothecated, sold, assigned or transferred at any time except in compliance with the
terms and conditions of this Agreement.
AGREEMENTS
1.0 DEFINITIONS
1.1 Act, "Act" shall mean the Colorado Uniform Limited Partnership Act of
1981, Title 7, Article 62, Colorado Revised Statutes, as amended from time to time.
2
1.2 Agreement. The "Agreement" is the K & M COMPANY, LLLP Limited
Partnership Agreement, as amended from time to time. The Agreement shall include
Schedule A, as it may be amended from time to time.
1.3 Appraisal. "Appraisal" shall mean, unless the context indicates otherwise, a
written valuation report by an Appraiser that describes and values the fair market value of
an ownership interest in the Partnership. The Appraisal shall be binding and conclusive
on all parties.
1.4 Appraiser. "Appraiser" shall mean a disinterested appraiser mutually
selected by the parties for whom an Appraisal is being prepared. If the parties are unable
to agree upon a disinterested appraiser, then the parties shall each select a disinterested
appraiser and if the disinterested appraisers selected are unable to agree as to the fair
market value of the interest, then the two disinterested appraisers shall select a third
disinterested appraiser who shall determine the fair market value. All costs of an appraiser
mutually selected by the parties or by the two disinterested appraisers shall be shared
equally by the parties. All costs of an individually selected appraiser shall be borne by the
party selecting such appraiser.
1.5 Assignee. "Assignee" shall mean a person or entity to whom a Partnership
Interest has been transferred in a manner permitted under the terms of this Agreement or
by law, but who has not become a Substitute Limited Partner or a successor General
Partner as provided herein.
1.6 Capital Account. The term "capital account" means the account maintained
for each Partner in accordance with Article 5.0 of this Agreement.
3
1.7 Certificate. "Certificate" is the certificate of limited partnership filed on
behalf of the K & M COMPANY, LLLP as it may be amended from time to time.
1.8 Code. "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
1.9 Defaulting Event. "Defaulting Event" shall mean (1) a general assignment
by the Partnership or by any Partner for the benefit of creditors; (2) the appointment of a
receiver, trustee, or custodian for all or any substantial part of the property and assets of
the Partnership or of any Partner; (3) the entry of an order for relief under Title XI of the
United States Code, as amended from time to time, against the Partnership or against any
Partner, or any other judgment or decree entered against the Partnership or against any
Partner by any court of competent jurisdiction (which order or decree continues unstayed
and in effect for a period of sixty consecutive days) in any involuntary proceeding against
the Partnership or against any Partner under present or future federal bankruptcy laws or
under any other applicable bankruptcy, insolvency, or other laws respecting debtor's
rights; or (4) the commencement by the Partnership or by any Partner of any voluntary
proceeding under present or future federal bankruptcy laws or under any other applicable
bankruptcy, insolvency, or other laws respecting debtor's rights.
1.10 Disabling Event. "Disabling Event" means (1) the death of any Partner who
is a natural person, (2) a determination by a court of competent jurisdiction that any
Person who is a natural person is legally incompetent, or (3) the dissolution or
termination of any Partner who is a corporation, trust or other entity.
1.11 General Partner. The "General Partner" shall refer to JOHN R. MOORE,
VIOLA K. MOORE and THOMAS K. MOORE or any additional successor or survivor
General Partner. The General Partner means all such persons.
4
1.12 Limited Partner. A "Limited Partner" and the "Limited Partners" shall refer
to one or more of the persons whose names are listed on Schedule A to the Agreement as
being Limited Partners or who has or have been admitted as Substitute Limited Partners.
1.13 Name. The name of the Partnership shall be "K & M COMPANY, LLLP".
The Partnership hereby adopts the trade or business name of "K & M COMPANY, LTD."
1.14 Net Cash Flow. The term "net cash flow" shall mean all cash of the
Partnership on hand as of the last day of such calendar year or other applicable period
after the payment of all then due debts and liabilities of the Partnership and after any
prepayments of any debts and liabilities of the Partnership that the General Partner, in its
sole and absolute discretion, elect to cause the Partnership to make, less any reserves
reasonably deemed necessary by the General Partner for (1) the repayment of any debts or
liabilities of the Partnership, (2) the working capital requirements of the Partnership,
(3) capital improvements to the property of the Partnership, (4) the purchase or
replacement of any assets of the Partnership, and (5) any contingent or unforeseen
liabilities of the Partnership, and (6) other amounts that the General Partner reasonably
determines should be retained by the Partnership in accordance with the General Partner's
discretion under Articles 5.0, 6.0 and 7.0 of this Agreement.
1.15 Partners. The "Partners" or a "Partner," when used without the words
"General" or "Limited," shall refer to both the General and Limited Partners. A Partner
shall also be a Limited Liability Limited Partner and/or a Limited Liability General
Partner, as the case may be, during any period of time the Partnership is registered as a
Limited Liability Limited Partnership. The initial Partners are those Partners who
executed this Agreement as General and Limited Partners as of the commencement date
of the Partnership. After the commencement date no person or entity shall be admitted as
a Partner except as provided in this Agreement and the Act. Once admitted as a Partner,
5
the person or entity shall have the rights and obligations of a General or Limited Partner,
as applicable.
1.16 Partnership Capital. The "Partnership Capital" is the total of the Partners'
capital contributions.
1.17 Partnership Interests. The "Partnership Interests" are the relative interests
of the individual Partners in the Partnership, as indicated on Schedule A, as it may be
amended from time to time. Each Partner's Partnership Interest shall be determined by
dividing the capital account of each Partner by the aggregate then existing capital
accounts. Valuation of a Partner's Partnership Interest shall, however, be determined by
Appraisal for all purposes of this Agreement.
1.18 Person. "Person" means any individual, estate, partnership, corporation,
trust, unincorporated association, limited liability company, joint venture or any other
entity.
1.19 Substitute Limited Partner. A "Substitute Limited Partner" means a Partner
admitted to the Partnership after execution of the Agreement by means of the transfer to
such Partner of all or any of the Partnership Interest of a Partner, who is a prior signatory
to this Agreement, all in accordance with terms and condition of Article 12.2 hereof.
1.20 Transfer. A "transfer" of a Partnership Interest includes any sale, pledging,
encumbering, giving, devising, or other transferring or disposing of, or permitting to be
sold, encumbered, attached, or otherwise disposed of or have ownership changed in any
manner, whether voluntarily, involuntarily, or by operation of law.
6
2.0 PLACE OF BUSINESS AND REGISTERED AGENT
2.1 Place of Business. The Partnership's principal place of business is 3201
Shore Road, Fort Collins, CO 80524. The General Partner may from time to time change
the Partnership's principal place of business to another location and add additional places
of business.
2.2 Registered Agent. JOHN R. MOORE, a General Partner and a resident of
Colorado, shall be the Partnership's registered agent. THOMAS K. MOORE shall
become the successor registered agent in the event John R. Moore fails or ceases to so act
for any reason. The registered agent's business address is and shall be within Colorado
and is identical to the principal place of business.
3.0 BUSINESS PURPOSE AND INTENT
3.1 Purpose and Intent. The purposes and intent of the Partnership are to own,
operate and maintain the Partnership assets, to hold the Partnership assets for investment
and/or to sell the Partnership assets for capital appreciation, and to provide a means for
the Partners to preserve the Partnership assets from the claims of others, which purposes
shall include the following:
3.1.1 To acquire and accept conveyance of the Partnership assets
and any additional assets conveyed to the Partnership at any time and from
time to time;
3.1.2 To own, operate, maintain, construct improvements, rent,
lease, or sell the Partnership assets, whether as a part or as a whole;
7
3.1.3 To incur debt for the acquisition of the Partnership assets and
for other Partnership purposes;
3.1.4 To produce income from the Partnership assets;
3.1.5 To hold the Partnership assets for capital appreciation and
investment;
3.1.6 To continue the ownership of the Partnership assets without
fractionalizing and to restrict the rights of others to acquire interests in the
Partnership assets;
3.1.7 To provide flexibility in business planning not available
through trusts, corporations or other business entities;
3.1.8 To facilitate the administration of the Partnership assets and
to reduce the cost and business interruptions associated with the disability,
bankruptcy or death of a Partner;
3.1.9 To make loans to persons and entities in furtherance of the
Partnership purposes;
3.1.10 To invest, reinvest, encumber, pledge, mortgage, finance, and
refinance any and all Partnership assets; and/or
3.1.11 To engage in any other lawful business under the Act and
within the contemplation of this Agreement as long as the same shall be for
the benefit of the Partnership.
The Partnership may pursue these activities through the direct ownership of some or all
such property, indirectly through the ownership of interests in joint ventures, partnerships
or other entities, or in any other manner that the General Partner deems appropriate.
3.2 Other Jurisdictions. The Partnership is authorized to engage in all business
permitted by the Act. If the Partnership qualifies to do business in a foreign jurisdiction,
then it may transact all business permitted in that jurisdiction. There is no jurisdictional
restriction upon Partnership assets or the activities of the Partnership.
4.0 FORMATION AND TERM
4.1 Term. The Partnership shall commence on the date of the filing of the
Certificate of Limited Partnership with the Colorado Secretary of State and shall
terminate in accordance with the provisions of Article 20.0.
4.2 Filing of Certificate. The General Partner shall promptly cause to be filed a
certificate qualifying as such under the Act at the expense of the Partnership and any
affidavits required to be filed with the Secretary of State of Colorado and shall do all
other things requisite to the formation of the Partnership as a limited liability limited
partnership under the Act. General Partner shall also prepare and cause to be filed, at the
expense of the Partnership, such amendments to the certificate as may be required by law
and consistent with this Agreement and a registration statement for registration as a
registered limited liability limited partnership.
4.3 Extension. The Partnership may be continued beyond its scheduled
termination date by an affirmative vote of the Partners holding a majority of the
Partnership interests. However, at any time after the scheduled termination date, any
Limited Partner may withdraw his or her capital account by written request to the General
9
Partner, who shall cause the Partnership to distribute such capital account within sixty
calendar days of the receipt of such written request.
5.0 CAPITAL AND PARTNERSHIP INTERESTS
5.1 Initial Capital Contribution. The amount of each Partner's capital
contribution is set forth in Schedule A.
5.2 Partnership Property. The property described in Schedule B shall constitute
the initial Partnership property.
5.3 Additions. The Partners may make additional capital contributions, provided
that such additions are made pro rata by all the Partners or all the Partners consent in
writing to any non -pro rata contribution. If required in the discretion of the General
Partner, the Partners will be required to make additional capital contributions to the
Partnership to meet the operating expenses of the Partnership within thirty days from the
date of written notice by the General Partner. Any required capital contribution shall be
made pro rata, unless otherwise agreed to by all Partners in writing.
5.4 Adjustments. Each Partner's capital account shall be adjusted whenever
necessary, to reflect (1) his or her distributive share of Partnership profits and losses,
including capital gains and losses, (2) his or her additional contributions to the
Partnership, and (3) distributions made by the Partnership to the Partner. A Partner's
loans to the Partnership are not to be added to his or her capital account. The term "capital
account" and the other provisions of this Agreement relating to the maintenance of capital
accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall
be interpreted and applied in a manner consistent with such regulation. To simplify
Partnership accounting, any adjustments to the Partnership Interests caused by optional or
required capital contributions shall be made at the end of the calendar year in which
10
contributions were made, unless required by law or regulation to be made at an earlier
date,
5.5 No Interest Paid. No Partner shall receive any interest on his or her capital
contributions or account.
5.6 Return of Capital Contribution. No Partner shall have the right to demand
the return of all or any part of such Partner's capital contributions.
6.0 FINANCIAL
6.1 Profits and Losses. The Partnership's net profits and losses shall be
computed in accordance with generally accepted accounting principles, consistently
applied. .The Partnership's net profits and losses, and every portion of income, deduction,
gain, loss, and credit therein, shall be allocated proportionately among the Partners
according to their Partnership Interests, unless otherwise required by Code Section 704.
No Partner has priority over any other Partner as to Partnership profits. Notwithstanding
any other provision of this Article 6.1, income, gain, loss, and deductions with respect to
property contributed to the Partnership by a Partner shall be allocated among the Partners
so as to take account of any variation between the basis of the property so contributed and
its fair market value at the time of contribution, in accordance with Code Section 704(c)
and any applicable Treasury regulations.
6.2 Transfer on Death, Retirement or Expulsion. In the event of a transfer of a
Partnership Interest or of a Partner's death, retirement, or expulsion, profits and losses
shall be allocated on any reasonable basis consistent with applicable United States tax
laws and regulations.
11
6.3 Cash Flow. In the event the General Partner in its sole discretion deems it
appropriate, it may make interim distributions of net cash flow at such times and such
amounts as it shall determine. All distributions of net cash flow shad be made to the
Partners in proportion to their respective Partnership Interests, unless otherwise agreed by
the Partners. The General Partner shall determine when distributions shall be made and
the amount of the distributions, subject to the General Partner's fiduciary duty to the
Partnership and the other Partners,
6.4 Negative Capital Accounts of Limited Partners. The Limited Partners shall
not be required to pay to the Partnership or to any other Partner any deficit or negative
balance which may exist from time to time in their respective capital accounts as a result
of the provisions hereof for the allocation of Partnership net losses and for the distribution
of net cash flow.
6.5 Negative Capital Account of General Partner. In the event a General
Partner's capital account is less than zero, he or she shall, not later than the completion of
the Partnership's liquidation process, contribute to the capital of the Partnership the
amount necessary to restore such Partner's capital account to zero.
7.0 MANAGEMENT AND OPERATION
7.1 Limited Partners. The Limited Partners (other than a Limited Partner who is
also a General Partner) shall take no part in and have no vote respecting the Partnership's
management and operation.
7.2 General Partners. The General Partner shall be responsible for the
exclusive management, operation and control of the business affairs of the Partnership. If
there is more than one General Partner, all obligations of the General Partners under this
12
Agreement shall be joint and several. Any actions taken by the General Partners shall be
valid if approved by a majority of the General Partners.
7.3 Powers of the General Partner. The General Partner has the full and
exclusive power on the Partnership's behalf, in its name, to manage, control, administer
and operate its business and affairs and to do or cause to be done anything deemed
necessary or appropriate for the Partnership's business. Except as otherwise provided
herein or under the Act, the General Partner shall possess the same rights and powers as a
general partner in a general partnership formed under the laws of the state of Colorado,
including (but not limited to) the power and authority to: (1) sell real or personal property
to any person, giving any warranties or assurances deemed appropriate; (2) buy, lease, or
otherwise acquire real or personal property to carry on and conduct the Partnership's
business; (3) borrow money for the Partnership's business; (4) carry insurance; (5) issue
promissory notes and other debt instruments (negotiable or nonnegotiable) in any
amounts and secured by any encumbrance on all or any part of the Partnership's assets;
(6) assign any debts owing to the Partnership; (7) engage in any other means of financing;
(8) enter into any agreement for sharing of profits and joint venture with any person or
entity engaging in any business or venture in which this Partnership may engage;
(9) manage, administer, conserve, improve, develop, operate, lease, utilize, and defend
the Partnership's assets, directly or through third parties; (10) execute any type of
agreement or instrument in connection with any other Partnership power; (1 1) employ all
types of agents and employees (including lawyers and accountants) as may seem proper;
(12) buy or otherwise obtain the use of any type of equipment or other property that may
be convenient or advisable in connection with any Partnership business; (13) incur any
reasonable expense for travel, telephone, insurance, taxes, and such other things, in
carrying on the Partnership's business; (14) sue and be sued, complain and defend in the
Partnership's name of and on its behalf; and (15) quitclaim, release or abandon any
Partnership assets with or without consideration. Except as otherwise specifically
13
provided, any decision or determination required or permitted to be made hereunder by
the General Partner shall be made by a majority in interest of the General Partners.
7.4 Investment Authority. The General Partner shall also have the authority to
invest Partnership assets in any manner and in any investment vehicle deemed appropriate
by the General Partner, including, but not limited to: the purchase of, sale of, and dealing
in stocks, bonds, mutual funds, life insurance policies, commodities, notes and evidences
of indebtedness of any person or entity, and bills of exchange and commercial paper of
any kind, nature or description whatsoever. Permissible investment activities shall
include, but not be limited to, buying and selling options, short sales, hedging and
purchases on margin. Notwithstanding the above, the General Partner shall not have the
authority to (1) sell, exchange, or otherwise dispose of all, or substantially all, of the
Partnership assets, or (2) loan Partnership funds in excess of $50,000 or for a term in
excess of one year to any Partner, without the prior approval of a majority in interest of
the Partners. Subject to the foregoing, the General Partner may make loans of Partnership
funds, secured or unsecured, in such amounts, upon such terms, at such reasonable rates
of interest, and to such persons, including any Partner, as the General Partner may deem
appropriate.
7.5 Life Insurance Restrictions. If the Partnership shall own life insurance
insuring the life of any Partner or the lives of two or more Partners or possess any
incident of ownership with respect to any such policy, the insured Partner(s) shall have no
right or power to exercise or participate in the exercise of any of the incidents of
ownership with respect to such policy, including, but not limited to, the right to borrow
from the insurance company or any other person using such policy as collateral, to change
or to prevent any change in the beneficiary designation under such policy, and to
surrender the policy or any portion thereof for its cash surrender value or to cancel or
terminate any such policy. Any exercise of any incident of ownership in any such policy
shall be exercised only by a majority of the Partners other than the insured Partner or
14
Partners. Any decision of the Partnership to acquire or dispose of a life insurance policy
insuring the life of a Partner or the lives of Partners shall be made by a majority in interest
of the Partners other than the insured Partner(s) and without participation by the insured
Partner(s).
7.6 Limitations on Authority of General Partner. Notwithstanding the
provisions above, the consent of a majority in interest of the Partners shall be required to
do any of the following: (1) any act in contravention of this Agreement; (2) any act which
would make it impossible to carry on the ordinary business of the Partnership; (3) confess
a judgment against the Partnership; (4) file or consent to filing a petition for or against the
Partnership under any federal or state bankruptcy, insolvency or reorganization act;
(5) possess Partnership property or assign its rights in Partnership property for other than
a Partnership purpose; (6) make a non -pro rata distribution or return of capital to any
Partner, except as otherwise provided in this Agreement; (7) purchase, sell, or otherwise
obtain property from the Partnership except as otherwise provided herein; (8) any act that
would subject any Limited Partner to liability as a General Partner.
7.7 Managing Partner. The General Partners, if two or more, may elect from
time to time a Managing Partner who shall be a General Partner and who shall have the
primary responsibility for managing and directing the conduct of the Partnership business
on behalf of the General Partners. The Managing Partner shall have all of the powers and
authority set forth in Articles 7.2 and 7.3, except as limited by Articles 7.4 and 7.5. The
designation of the Managing Partner may be changed from time to time and at anytime by
vote of a majority in interest of the General Partners. In the event there is no Managing
Partner then acting, any reference in this agreement to a Managing Partner shall be
deemed to refer to the General Partner. if a Managing Partner is designated, any reference
to "General Partner" in this Agreement shall also include "Managing Partner," if
applicable. The General Partner shall remain responsible to the Partnership for the acts or
omissions of the Manager, and the Manager's agents and employees. The initial
15
Managing Partner shall be JOHN R. MOORE. THOMAS K. MOORE shall be the
successor Managing Partner, in the event the initial Managing Partner fails or ceases to so
act for any reason.
7.8 Compensation. The General Partner shall devote whatever time and effort
may be necessary or appropriate to the business and affairs of the Partnership. The
General Partner is hereby expressly authorized to manage the Partnership for an annual
fee which shall be determined from time to time and, in all events, shall be reasonable
compensation for services rendered to the Partnership and shall be subject to adjustment
annually.
7.9 Expenses. All reasonable expenses incurred by the General Partner in
managing and conducting the Partnership's business, including (but not limited to)
overhead, administrative and travel expenses, and professional, technical, administrative,
and other services, will be reimbursed by the Partnership.
7.10 Deadlock, If two or more persons serving as General Partner are in
disagreement and deadlocked as to a matter requiring a decision to be made on behalf of
the Partnership by the General Partners and a decision of both such persons (if there are
two) or the majority of such persons (if there are more than two) cannot be reached, any
person who serves as a General Partner may submit the matter to a third party for
consideration and decision. All persons who serve as General Partner must agree on the
identity of the third party to decide the matter and must agree to be bound by the decision
of that third party.
7.11 Indemnity. The Partnership (but not the Limited Partners) does hereby
indemnify and agree to hold the General Partner wholly harmless from and against any
loss, expense, or damage suffered by them by reason of anything they may do or refrain
from doing hereafter for or on behalf of the Partnership and in furtherance of its interests;
16
provided, however, that the Partnership shall not be required to indemnify any General
Partner for any loss, expense, or damage which such Partner might suffer as a result of
willful misconduct or gross negligence or breach of fiduciary duty.
7.12 Waiver of Self Dealing. The General Partner shall have the authority to
enter into any transaction on behalf of the Partnership despite the fact that another party
to the transaction may be (i) a trust of which a Partner is a trustee or beneficiary; (ii) an
estate of which a Partner is an executor, personal representative or beneficiary; (iii) a
business controlled by one or more Partners or a business of which any Partner is also a
director, officer or employee; (iv) any Partner, acting individually; or (v) any relative of a
Partner; provided that the terms of the transaction are no less favorable than those the
Partnership could obtain from unrelated third parties.
7.13 Tax Matters Partner. THOMAS K. MOORE shall also be the tax matters
partner and, as such, shall be solely responsible for representing the Partnership in all
dealings with the Internal Revenue Service and any state, local, and foreign tax
authorities, but the tax matters partner shall keep the other Partners reasonably informed
of any Partnership dealings with any tax agency.
7.14 Successor General Partner. If there is no General Partner remaining after
the withdrawal of a General Partner, then the Limited Partners, by a unanimous vote, may
elect one of the Limited Partners to serve as General Partner and may designate all or a
portion of that Limited Partner's Partnership Interest that shall be converted from a
limited Partnership Interest into a general Partnership Interest.
7.15 Removal of a General Partner. Notwithstanding anything herein to the
contrary, a General Partner may not be removed unless there is at least one remaining
General Partner. Seventy-five percent in interest of Limited Partners shall have the right
to remove a General Partner. In the event a General Partner is removed for any reason,
17
then the removed General Partner shall automatically become a Limited Partner and his
or her Partnership Interest will be converted to a limited Partnership Interest.
7.16 Liability. Except as provided in this Agreement, as otherwise agreed by a
Partner in writing, or as required by law, during the time the Partnership is registered as a
Limited Liability Limited Partnership under applicable Colorado law, no Partner shall be
liable to third parties for debts of the Partnership, nor shall a Partner be liable to
contribute to Partnership losses in excess of the Partner's interest in the Partnership.
8.0 BOOKS AND RECORDS
8.1 General. The Partnership's books and records will be maintained, and its
income, gains, losses, and deductions shall be determined and accounted for in
accordance with such method of accounting as may be adopted for the Partnership for
federal income tax purposes, and for the purposes of this Agreement, the Partnership shall
account for each and every item of its income, gain, loss and deduction in the same
manner as it accounts for each such item for income tax purposes. The Partnership books
shall also be kept on a fiscal year ending December 31. The Partnership's records shall be
maintained at the Partnership's place of business, where they will be subject to inspection
and copying at the reasonable request and at the expense of any Partner.
8.2 Financial Statements. Within a reasonable period after the close of each
fiscal year, the General Partner, at the Partnership's expense, will give a written report to
each other Partner indicating such Partner's allocable share of all tax items of the
Partnership for such year, which requirement may be satisfied by giving each Partner a
copy of any tax form which includes such information, together with unaudited financial
statements for the prior fiscal year.
18
9.0 BANKING
All Partnership funds will be deposited in its name in such accounts as the
General Partner designates. The General Partner can authorize other persons to draw
checks on Partnership bank accounts, but such authority must be in writing and one or
more of the Partners may require that such persons be bonded. Each bank in which a
Partnership account is maintained is relieved of any responsibility to inquire into the
Partners' authority to deal with such funds, and absolved of all liability with respect to
withdrawals from such Partnership accounts by any person duly authorized by the
General Partner.
10.0 TAX ELECTIONS
No election shall be made to exclude the Partnership from the application of the
provisions of Subchapter K of the Code or from any similar provisions of state tax laws.
The General Partner may cause the Partnership to make any and all other elections
applicable to a partnership for federal and state income tax purposes as the General
Partner deems to be in the best interest of the Partners and the Partnership. Such
discretionary elections include, but are not limited to an election under Code Section 754
with respect to distribution of Partnership property described in Code Section 734 and
with respect to transfers of Partnership interests described in Code Section 743.
11.0 ADMISSION AND EXPULSION OF PARTNERS
11.1 Admission by Consent of General Partners. Except as otherwise specifically
provided in this Agreement, no person, firm, corporation or other entity shall be admitted
to the Partnership as either a General or a Limited Partner without the consent of the
General Partners.
19
11.2 Capital Contributions and Fair Market Value. The Partners shall determine
the initial capital contribution to be made by an additional Partner and the fair market
value of such contribution. The fair market value of any property other than cash or
widely -traded securities to be contributed by an additional Partner as his or her initial
capital contribution shall be (1) agreed upon by the additional Partner and the majority in
interest of the Partners before contribution, or (2) determined by Appraisal.
11.3 Limitations. Notwithstanding the other provisions of this Article 11.0, no
Partner shall be admitted as an additional Partner, unless such prospective Partner
provides evidence satisfactory to the General Partner that (1) such transfer shall not
violate any applicable securities laws or (2) cause a termination of the Partnership under
Section 708(b) or any other provision of the Code. Such prospective Partner shall also
pay all reasonable expenses associated with such admission. Any admission in violation
of this Article shall be null and void and of no force and effect whatsoever.
11.4 Expulsion of Limited Partners. Any Limited Partner may be expelled from
the Partnership on the decision of the General Partner and a majority of the Limited
Partners (not including the expelled Partner). Upon the expulsion of any Partner, the
Partnership shall be required to pay to such Partner an amount equal to the fair market
value of such expelled Partner's Partnership Interest as determined by Appraisal.
12.0 TRANSFER OF PARTNERSHIP INTERESTS
12.1 Transfer of Interest of Limited Partner. The Partnership has been formed by
those who know and trust one another, who have surrendered certain management rights
or who have assumed management responsibility based upon their relationship and trust.
Capital is material to the business and investment objectives of the Partnership. An
unauthorized transfer of a Partner's Partnership Interest could create a substantial
hardship to the Partnership, jeopardize its capital base, and adverselyaffect its tax
20
structure. Therefore, each of the Limited Partners hereby covenants and agrees that he or
she will not gift, devise, mortgage, pledge, encumber, or hypothecate all or any part of his
or her interest in the Partnership to any person, firm, corporation or other entity not an
existing Partner or a Related Party without first offering in writing to sell such interest to
the Partnership. The Partnership shall have the right to accept the offer at any time during
the thirty days following the date on which the written offer is received by the
Partnership. If the Partnership shall fail to accept the offer within the thirty -day period,
such interest may during the following thirty days be disposed of free of the restrictions
imposed by this Agreement; provided, however, that the purchase price for such
Partnership Interest shall not be less and the terms of purchase for such interest shall not
be more favorable than the purchase price and the terms for such interest than those that
would have been applicable to the Partnership had the Partnership acquired the interest;
provided further that any such interest not so disposed of within said period shall
thereafter remain subject to the terms of this Agreement.
12.2 Substitute Limited Partner. In the event a Limited Partner transfers all or
any part of such Partner's interest in the Partnership in compliance with the provisions of
this Agreement, the transferee of such Limited Partner shall not have the right to become
a Substitute Limited Partner of the Partnership unless the transferring Limited Partner has
given his transferee such right and unless the transferee has:
12.2.1 Accepted and assumed, in form satisfactory to the General
Partner, all the terms and provisions of this Agreement;
12.2.2 Provided, in the case of a transferee who is a trustee, a
complete copy of the applicable trust document authorizing trustee to act as
Partner in a Partnership;
21
12.2.3 Executed such other documents or instruments as the General
Partner may reasonably require in order to effect the admission of the
transferee as a Limited Partner;
12.2.4 Been accepted by the General Partner as a Substitute Limited
Partner.
12.3 Rights of a Transferee. If a transferee of a Partnership Interest is not
admitted as a Substitute Limited Partner because of the failure to satisfy the requirements
of Article 12.2 hereof, such transferee shall nevertheless be entitled to receive such
distributions from the Partnership as the transferring Partner would have been entitled to
receive as an Assignee of such interest.
12.4 Transfers from Custodianships. Notwithstanding Article 12.1 hereof, any
interest of a Limited Partner which is held by a custodian for a minor under the laws of
the state of Colorado or any other state shall be fully transferable and assignable to the
minor, without an offer being made to the Partnership, when the minor reaches the age of
termination of such custodianship under the applicable statute.
12.5 General Prohibition Against Transfer of a General Partner's Interest.
Subject to Article 13.0, each General Partner hereby covenants and agrees not to transfer
a General Partnership Interest to any person, firm, corporation, trust (other than a
revocable grantor trust in which the transferor is the grantor) or other entity without first
having obtained the unanimous consent of the General Partners.
12.6 Exception for Related Parties. Notwithstanding Article 12.1 hereof, any
transfer of a Partner's interest in the Partnership that is by gift or that takes place as a
result of the death of a Partner may be made without the necessity of the consent of the
General Partner, if such transfer is to or for the benefit of a Partner, or any Related Party
22
as hereinafter defined. For purposes of this Agreement, "Related Party" means
descendants of a Partner (including descendants by adoption if the adoption was by Court
order of a minor under five years of age), or an estate or trust the sole beneficiaries of
which are one or more of those persons. The estate, trustee or successor in interest shall
only have the rights of an Assignee of the Partnership Interest and shall not be admitted as
a Substitute Limited Partner except upon compliance with the provisions of Article 12.2,
12.7 Status of a Transferee of a General Partnership Interest. Subject to Article
13.0, upon the transfer by a General Partner of such Partner's General Partnership
Interest, such interest shall automatically be converted into the interest of a Limited
Partner in the same manner that a Defaulting Partner's interest is so converted pursuant to
Article 15.0.
12.8 Effect of Transfers in Violation of This Article. Any transfer of a Partnership
Interest in violation of this Article 12.0 shall be null and void and of no force and effect
whatsoever. The non -transferring Partners, or any of them, in addition to any other
remedies available under this Agreement and at law, in equity or otherwise, may seek to
enjoin such transfer, and the transferring Partner agrees to submit to the jurisdiction of
any court of competent jurisdiction and to be bound by an order of such court enjoining
such purported transfer.
13.0 TRANSFER OF A GENERAL PARTNER'S INTEREST
13.1 Transfer of a General Partner's Interest. Notwithstanding Article 12.0
hereof, if a General Partner transfers his or her then entire interest in the Partnership and
such transfer is not the result of the occurrence of a Disabling Event with respect to the
General Partner, or if such transfer is a transfer to the spouse of the General Partner, such
interest shall remain a General Partnership Interest if the remaining General Partners
unanimously consent to the same. Notwithstanding the foregoing, each General Partner
23
may encumber up to 90 percent of his or her interest in the Partnership in order to secure
loans from commercial institutions.
13.2 Admissions of a General Partner. Subject to the requirement of unanimous
consent but otherwise notwithstanding Article 13.1, a transferee shall be admitted as a
Substitute General Partner only if (1) the Partners execute and deliver to the Partnership
documents and instruments acceptable in form and substance to and required by the
Partnership, and (2) the transferee pays all reasonable expenses connected with such
substitution.
13.3 Effect of Transfers in Violation of This Article. Any transfer of a General
Partner's interest in violation of this Article 13.0 shall be null and void and of no force
and effect whatsoever.
14.0 WITHDRAWAL
14.1 Prohibition of Withdrawal of General Partner, Under the terms of this
Agreement, a person who is a General Partner shall not be permitted to withdraw from the
Partnership. Notwithstanding this provision, if a person who is a General Partner
withdraws from the Partnership pursuant to the provisions of Article 602 of the Act, he or
she shall be liable to the Partnership and the other Partners for damages arising from such
withdrawal, and his or her interest in the Partnership shall be converted from a General
Partnership interest into a Limited Partnership interest. If there is no General Partner after
such withdrawal, then the Limited Partners, by a unanimous vote, shall elect one of the
Limited Partners to serve as the General Partner and shall designate all or a portion of that
Limited Partnership interest that shall be converted into a General Partnership interest. In
the event of the withdrawal from the Partnership, as defined in Article 402 of the Act, of
any person who is a General Partner, and the dissolution of the Partnership pursuant to
24
Article 801 of the Act, the Partnership shall be reconstituted and any such withdrawal
shall not have the effect of terminating the partnership.
14.2 Prohibition Against Withdrawal of Limited Partner. A Limited Partner may
not withdraw from the Partnership.
14.3 Election to Withdraw by Trust Beneficiary. Notwithstanding the above and
in the event of a gift transfer of a Limited Partnership Interest to a trustee of a trust for the
benefit of a Related Party, subject to a beneficiary's right of withdrawal, the respective
donee beneficiary, representative or Partner shall have the immediate right to withdraw
such transferred interest for a period of thirty days after the date of the transfer.
15.0 PURCHASE OF DEFAULTING PARTNER'S INTEREST
Upon the occurrence of a Defaulting Event with respect to a Partner (the
"Defaulting Partner"), the Partnership shall have the right, exercisable by giving written
notice to the Defaulting Partner within sixty says after the date of the Defaulting Event
(such date being referred to in this paragraph as the "Notice Date"), to purchase the
Defaulting Partner's Partnership Interest for the fair market value of such interest, as
determined by an Appraisal. The purchase price shall be paid in the same manner as
provided below, with the first annual installment to be paid within thirty days of the date
of the Appraisal. Any unpaid capital contributions of the Defaulting Partner and any
damages occurring to the Partnership as a result of the Defaulting Event shall be taken
into account in determining the net amount due the Defaulting Partner at the closing, and
any excess of such unpaid capital contributions or damages over the amount due at
closing shall be netted against subsequent installment payments as they become due.
Within the time periods provided above, the Partnership shall make a
distribution of property (which may be cash or other assets of the Partnership or interests
25
therein) to the Defaulting Partner with a value equal in amount to the purchase price for
the Defaulting Partner's Partnership Interest; provided, however, that at the election of the
Partnership such distribution to the Defaulting Partner may be made in five equal annual
installments, the first of which shall be made on the date provided above and one of
which shall be made on the same date in each of the four years thereafter; provided,
further, however, that notwithstanding an election by the Partnership to make the
distribution to the Defaulting Partner in five equal annual installments, the Partnership
may accelerate without penalty all or any part of such installments at any time. If the
Partnership elects to make distributions to the Defaulting Partner in five equal annual
installments as provided herein, the Partnership, in addition to such annual installments,
shall pay the Defaulting Partner additional amounts computed as if the Defaulting Partner
were entitled to interest on the undistributed amount of the total distribution to which the
Defaulting Partner is entitled hereunder at an annual rate equal to the annual Federal mid-
term rate in effect under Code Section 1274(d), as determined on the date of the first
installment, which additional amounts, computed like interest, shall be due and payable
on the same dates as the annual installments of the distribution payable to the Defaulting
Partner hereunder. The distribution to a Defaulting Partner provided for herein shall be in
complete liquidation and termination of the Defaulting Partner's Partnership Interest and
shall be treated as payment in exchange for the Defaulting Partner's interest in the
Partnership Assets. Simultaneously with the receipt of such distribution or the first
installment thereof, as the case may be, the Defaulting Partner shall execute all
documents deemed necessary or appropriate, in the opinion of counsel for the Partnership,
to evidence the Defaulting Partner's withdrawal from the Partnership and the transfer of
his or her Partnership Interest to the Partnership.
16.0 DEATH OR INCOMPETENCY OF A PARTNER
The death of an individual General Partner will automatically convert his or her
Partnership Interest to a Limited Partnership Interest, A Limited Partner who is (1) an
26
individual, (2) a trust with an individual beneficiary who has a power of appointment at
his death, or (3) a General Partner whose death converted his or her Partnership Interest to
a Limited Partnership Interest may transfer the Limited Partnership Interest to a Related
Party. The legal representative of a deceased or incapacitated Limited Partner shall have
the status of an Assignee and may exercise all the deceased or incapacitated Limited
Partner's rights and powers to settle the estate and/or trust and to administer the Limited
Partner's property, including the right of an Assignee to seek to become a Limited Partner
by obtaining the required consent. The estate and/or trust of a deceased or incapacitated
Partner shall not have the right to become a Substitute Limited Partner except as may be
provided in this Agreement.
17.0 PURCHASE OF AN INTEREST ACQUIRED WITHOUT AUTHORITY
If any Person acquires a Partnership Interest or becomes an Assignee as a result
of a court order which the Partnership is required by law to recognize, or if a Partner's
interest in the Partnership is subjected to a lawful "charging order," or if a Partner makes
an unauthorized transfer or assignment of a Partnership Interest which the Partnership is
required by law (and by order of a court) to recognize, the Partnership will have the
unilateral option to acquire all or any part of the interest of the transferee or Assignee
upon the following terms and conditions:
17.1.1 The Partnership will have the option to acquire the interest by
giving written notice to the transferee or Assignee of its intent to purchase
within ninety days from the date it is finally determined that the Partnership
is required to recognize the transfer or assignment.
17.1.2 The valuation date for the determination of the purchase price
of the interest will be the first day of the month following the month in
which notice is delivered. Unless the Partnership and the transferee or
27
Assignee agree otherwise, the purchase price for the interest to be acquired
shall be its fair market value as determined by an Appraisal.
17.1.3 Closing of the sale will occur at the principal office of the
Partnership on the first Tuesday of the month following the month in which
the Appraisal is rendered.
17.1.4 In order to reduce the burden upon the resources of the
Partnership, the Partnership will have the option, to be exercised in writing
delivered at closing, to pay its purchase money obligation in five equal
annual installments (or the remaining term of the Partnership if less than
five years), plus interest at an annual rate equal to the annual Federal mid-
term rate in effect under Code Section 1274(d) then in effect. The first
installment of principal, plus interest, will be due and payable on the first
day of the calendar year following closing, and subsequent annual
installments, with accrued interest, will be due and payable on the first day
of each succeeding calendar year until the entire amount of the obligation is
paid. The Partnership will have the right to prepay all or any part of the
purchase money obligation at any time without penalty.
17.1.5 With the consent of seventy-five percent in interest of the
Partners other than the Partner whose interest is to be acquired, the General
Partner may assign the Partnership's option to purchase to one or more of
the remaining Partners and, when done, any rights or obligations imposed
upon the Partnership will instead become, by substitution, the rights and
obligations of the Partners who are assignees.
17.1.6 Neither the transferee or Assignee of an unauthorized transfer
or assignment or the Partner causing the transfer or assignment will have
28
the right to vote on Partnership matters during the prescribed option period
or, if the option is timely exercised, until the sale is closed.
18.0 AMENDMENTS
This Agreement may be amended only with the unanimous consent of the
Partners, if the amendment would change their required contributions, their rights and
interests in Partnership profits or losses, their rights on liquidation of the Partnership,
payment of cash flow, income tax allocations or the requisite vote needed to expel a
member. Any other provisions of this Agreement may be amended by the unilateral act of
the General Partner.
19.0 LIMITED PARTNER'S DEATH, INSANITY, OR INCOMPETENCY
A Limited Partner's death or adjudication of incompetence will not dissolve the
Partnership. Rather, the executors or administrators of the estate of the deceased Limited
Partner, or legal representatives of the estate of the incompetent Limited Partner, will
have the same rights (subject to the same limitations) as the deceased or incompetent
Limited Partner, and shall be subject to the provisions of Article 12.2 and.16.0.
20.0 DISSOLUTION
20.1 Causes for Dissolution, The Partnership shall be dissolved upon the first to
occur of the following events:
20.1.1 December 31, 2047;
20.1.2 The agreement of all Partners; and
29
20.1.3 Except as provided above and as provided in Article 16, any
other event of dissolution as defined in Article 801 of the Act, as amended.
20.2 Upon Dissolution. Upon its dissolution, the Partnership will terminate and
immediately commence to wind up its affairs. The Partners shall continue to share in
profits and losses during liquidation in the same manner and proportions as they did
before dissolution. The Partnership's assets may be sold, if a price deemed reasonable by
the Partners may be obtained. The proceeds from liquidation of Partnership assets shall be
applied as follows:
20.2.1 First, all of the Partnership's debts and liabilities to persons
other than Partners shall be paid and discharged in the order of priority as
provided by law;
20.2.2 Second, all debts and liabilities to Partners shall be paid and
discharged in the order of priority as provided by law;
20.2.3 Third, all remaining assets shall be distributed proportionately
among the Partners in the ratios of their respective Partnership Interests.
20.3 Gain or Loss. Any gain or loss on the disposition of Partnership properties
in the process of liquidation shall be credited or charged to the Partners in proportion to
their Partnership Interests; provided, however, that gain or loss with respect to property
contributed to the Partnership by a Partner shall be shared among the Partners so as to
take account of any variation between the basis of the property so contributed and its fair
market value at the time of contribution, in accordance with any applicable Treasury
regulations. Any property distributed in kind in the liquidation shall be valued and treated
as though it were sold and the cash proceeds distributed. The difference between the
30
value of property distributed in kind and its book value shall be treated as a gain or loss
on the sale of the property, and shall be credited or charged to the Partners accordingly.
20.4 Partnership Assets Sole Source. The Partners shall look solely to the
Partnership's assets for the payment of any debts or liabilities owed by the Partnership to
the Partners and for the return of their capital contributions and liquidation amounts. If
the Partnership property remaining after the payment of discharge of all of its debts and
liabilities to persons other than Partners is insufficient to return the Partners' capital
contributions, they shall have no recourse therefor against the Partnership or any other
Partners, except to the extent that such other Partners may have outstanding debts or
obligations owing to the Partnership.
20.5 Winding -Up. The winding up of the Partnership affairs and the liquidation
and distribution of its assets shall be conducted by the Partners, who are hereby
authorized to do any and all acts and things authorized by law in order to effect such
liquidation and distribution of the Partnership's assets.
21.0 POWER OF ATTORNEY
21.1 General. To facilitate the simple operation of the Partnership's business and
to avoid frustration of the purposes of the Partnership by minority Partners refusing to
cooperate to enforce this Agreement, each Limited Partner names the General Partner as
his or her attorney -in -fact, and gives the General Partner full power and authority, in the
place of the Limited Partner, to file and record (1) any amendment to the certificate of
Partnership, and (2) any documents of any kind required by any state in which the
Partnership is doing business.
21.2 Power With and Interest. The power of attorney granted under Article 21.1
(1) is a power coupled with an interest; (2) is irrevocable and survives the Partner's
31
incompetency; (3) may be exercised by any General Partner by a facsimile signature or by
listing all of the Limited Partners executing the instrument with a signature of the General
Partner as the attorney -in -fact for all of them; and (4) survives the assignment of the
Limited Partner's interest, and empowers the General Partner to act to the same extent for
such successor Limited Partner.
22.0 MISCELLANEOUS
22.1 Notices. Notice or payment required or permitted under this Agreement
shall be given and served either by personal delivery to the party to whom it is directed,
or by registered or certified mail, postage and charges prepaid, and if it is sent to a Partner
addressed with his address as it appears on the records of the Partnership. Any notice is
deemed given on the date on which it is personally delivered, or, if mailed, on the date it
is deposited in a regularly maintained receptacle for the deposit of United States mail,
addressed and sent as required in this Article 22.1. Any Partner may change his or her
address for all purposes of this Agreement by giving notice in writing, stating his or her
new address to the General Partner. Such a change of address will be effective fifteen
days after the notice is received by the General Partner.
22.2 Non -Waiver. Any party's failure to seek redress for violation of or to insist
upon the strict performance of any provision of this Agreement will not prevent a
subsequent act, which would have originally constituted a violation, from having the
effect of an original violation.
22.3 Severability. Every provision of this Agreement is intended to be severable.
If any term or provision hereof is invalid for any reason whatsoever, its invalidity will not
affect the validity of the remainder of the Agreement.
32
22.4 Good Faith. The doing of any act or the failure to do any act by a Partner or
the Partnership, the effect of which causes any loss or damage to the Partnership, will not
subject such Partner or the Partnership to any liability, if done pursuant to advice of the
Partnership's legal counsel or in good faith to promote the Partnership's best interests.
22.5 Governing Law. This Agreement is to be construed according to the laws of
Colorado.
22.6 Cumulative Rights. The rights and remedies provided in this Agreement are
cumulative and the use of any right or remedy does not limit a party's right to use any or
all other remedies. All rights and remedies in this Agreement are in addition to any other
legal rights the parties may have.
22.7 Other Activities. Every Partner may also engage in whatever activities he or
she chooses without having or incurring any obligation to offer any interest in such
activities to any party hereof.
22.8 Confidentiality. No Partner may, without the General Partner's express
written consent divulge to others any information not already known to the public
pertinent to the services, clients, customers or operations of the Partnership, whether
before or after the Partnership's dissolution.
22.9 Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had all signed the same
document. All counterparts shall be construed together and shall constitute one
agreement.
33
22.10 Waiver of Partition. Each of the parties waives during the term of the
Partnership any right that he or she may have to maintain any action for partition with
respect to the Partnership's property or assets.
22.11 Binding Terms. The terms of this Agreement are binding upon and inure to
the benefit of the parties and, to the extent permitted by this Agreement, their heirs,
executors, administrators, legal representatives, successors and assigns.
22.12 Personal Property_. The interests of each Partner in the Partnership are
personal property.
22.13 "Days" Defined. For purposes of this Agreement, any reference to a "day"
or "days" means a calendar day, including any days which fall on legal holidays or
weekends.
22.14 Gender and Number. Unless the context requires otherwise, the use of a
masculine pronoun includes the feminine and the neuter, and vice versa, and the use of
the singular includes the plural, and vice versa.
IN WITNESS WHEREOF, the undersigned have executed this Agreement of
Partnership, effective in accordance with Section 4.1 of this Agreement.
R. MO RE, General �Partner
art -e /)° 2\ 7 r .7
VIOLA K. MOORE, General Partner
M ORE, Limited Partner
34
VIOLA K. MOORE, Limited Partner
THOMAS K. MOORE, Limited Partner
YLEE M. KISTLER, Limited Partner
7.7dta--etr
NANCYSMOORE, Limited Partner
AUGUSTUS S. MOORE TRUST, Limited Partner
?
By:
Robert J. Hunrustee
SADIE E. MOORE TRUST, Limited Partner
By:
Robert J. Hunt, TTtftee
SALLY J. MOORE TRUST, Limited Partner
By:
Robert J. Hunt, T tee
JESSICA T. KISTLER TRUST, Limited Partner
By:
Robert J. Hunt, Tr ee
35
STATE OF COLORADO )
ss.
COUNTY OF LARIMER )
/c?'-/
The foregoing instrument was acknowledged before me the day of
q9 VOetober, ..1997, by JOHN R. MOORE, General and Limited Partner.
WITNESS my hand and official seal,
( L
STATE OF COLORADO )
ss.
Notary Publi
My Commission Expires:
i
COUNTY OF LARIMER )
The foregoing instrument was acknowledged before me the f� >14- day o
/Q98'October; 1- 7, by VIOLA K. MOORE, General and Limited Partner.
WITNESS my hand and official seal.
( /A.e.--/C/76
Notary Pub1'
My Commission Expires:
STATE OF COLORADO )
) ss.
COUNTY OF LARIMER )
day ofLT-c e4/1- LCL=.
The foregoing instrument was acknowledged before me the /0 -
Qy , by THOMAS K. MOORE, General and Limited Partner.
WITNESS my hand and official seal.
C'L}
Notary Public
q�pT?i (1}''
My Commission Expires: f/ —O7/— / /t�' ��.,. •'
36 1' F�f?'''''
STATE OF COLORADO )
) ss.
COUNTY OF LARIMER )
q9'The foregoing instrument was acknowledged before me the /,V4day of/' 4 , by MARYLEE M. KISTLER, Limited Partner.
WITNESS my hand and official seal.
7/&--(7//°-7/±) fit-••••-- ........ •
Notary Public `' ,"
1!�
My Commission Expires: //
STATE OF COLORADO )
) ss.
COUNTY OF LARIMER )
The foregoing instrument was acknowledged before me the
199g0c.tober7, by NANCY S. MOORE, Limited Partner.
WITNESS my hand and official seal.
Notary Pub - c
My Commission Expires:
STATE OF COLORADO )
) ss.
COUNTY OF LARJMER )
day of
•
The foregoing instrument was acknowledged before me the /'�'�- day of 1.'a v"'6U
(cC 5 O , by Robert J. Hunt, as Trustee of the AUGUSTUS S. MOORE TRUST,
Limited Partner.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
37
STATE OF COLORADO )
SS.
COUNTY OF LARIMER )
The foregoing instrument was acknowledged before me the /11-V4- day of ett4Lb 4
-O-etober, l997, by Robert J. Hunt, as Trustee of the SADIE E. MOORE TRUST, Limited
\q -I Partner.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
STATE OF COLORADO )
) ss.
COUNTY OF LARIMER )
g The foregoing instrument was acknowledged before me the / day of Q�
, by Robert J. Hunt, as Trustee of the SALLY J. MOORE TRUST, Limited
Partner,
WITNESS my hand and official seal.
2e4u,€
Notary Public
My Commission Expires:
STATE OF COLORADO )
) ss.
COUNTY OF LARIMER )
Ado',
The foregoing instrument was acknowledged before me the /4 day of
f 9g -ecterbor, 199-7-, by Robert J. Hunt, as Trustee of the JESSICA T. KISTLER TRUST,
Limited Partner.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
38
vV at/ vv
4k13.4 'L'.J,) 141 J JuvILLR UJ 1J4'iLY WJI1
rrin r{u a U4U r l Ut Y, U
AMENDMENT
TO
PARTNERSHIP AGREEMENT
OF
K & M COMPANY
THIS AGREEMENT is made and entered into this O day of March, 1999 by and
among JOHN R. MOORE, VIOLA K. MOORE, THOMAS K, MOORE, NANCY S.
lvMOORE, MARYLEE M. KISTLER, AND ROBERT J. HUNT AND WILLIAM C.
GLENN, Co -Trustees.
WHEREAS, the parties are all the partners of K & M Company, a general
partnership formed by agreement, effective April 30, 1976;
WHEREAS, the parties are permitted pursuant to Article VI of said Agreement to
designate a Managing Partner; and
WHEREAS, the partners wish to designate Thomas K. Moore as sole Managing
Partner;
NOW, THEREFORE, the partners hereby designate THOMAS K. MOOR, as
sole Managing Partner, effective immediately, to exercise all of the powers and authority
set forth in Article IX of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
(/4 Q7mr-
Moore
Viola K. Moore
/411/4,,
Thdinas K. Moore
/; ems.
Maryc M, Kis tt r
7/1A4Lele )4(
Nancy S. Moore
rHn NU (U U(Lubb Y, 02
AUGUSTUS MOORE TRUST, SAID E. MOORE
TRUST, SALLY J. MOORE TRUST and JESSICA T.
KISTLER TRUST:
Wil}id n C. Gunn, Co -Trustee
lk&m\amendmcnt.doc
Hello