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Home My WebLink About20161727.tiff SITE SPECIFIC DEVELOPMENT PLAN AND USE BY SPECIAI REVIEW (USR) APPLICATION FOR PiANNING DEPARTMENT USE DATE RECEIVED: RECEIPT # /AMOUNT # 1$ CASE # ASSIGNED: APPLiCATION RECEIVED BY PLANNER ASSIGNED: Paroel Number � g 5 � _ 1 � _3 _ o o _ o a o �. �5� �a o� o� 3� (12 digtt number - fourM/�on Tax I.D. Nformation, obtelneble a1 gie YVeid Courrty Fwsessar's 011ice. w www.co.weM co usl legal Descri tion �-u� 1'l , 1\ �v�� - "33y O � ��o I P �"y_ , Section`�, Township � North, Renget0�West Zone Distrid: /'i3' , Total Acreaga: ��1�" a� Flood Plain: ti � Geological Hazard: N A , Airpprt Overiay Disbict: N � � FEE OWNER(S) OF THE PROPERTY: N�»e: CI� Q \sa�.� 1 �ti��Q�� WorkPhone # �([� � �lo"I �L�HomePhone #� ' � ` 1 1, �;'3� Emaii �;,.y�,� �� ,�, k sl4 C.y.—�i��ru \P_ i' (�. vv� Address:_`�1�Q� CS�I �Cl�f _ A0L��.� � V� r,�'� r =kr��; �� C �', `�7,<� '' 'f Address: City/State/Zip Code Name: Work Phone # Home Phone # EmaN Address: Address: CitylState/Zip Code Name: Work Pha�e # Flane Phone # Emeil Address: Address: City/Stete2ip Code APPLtCANT OR AUTHORIZED AGENT (see �nx� nutlr«tzaaai mwf accornpanr q,pucmrons aqrbd by aumomeuAgxrt) Name: Work Phone # Home Phone �l Emai� Address: Address: CRy/State2ip Code PROPOSED USE: � �r,U,,,L .reL,;.�t v-rc�l �si� ,v�. -t ��-aY�.n� <._reu. . a . Covv�m4.,ru.�.�x 04�/��. ,o a,-.ol c��..� h �.,. t�a11 c.� �i� I� � -- c� , � . — - 1 (4Ve) hereby depose and state unde� penaRies oF p�jury thel a1t statements, proposals, andlor plans submitted wkh or contained wilhin the appiicatan are hue and corrod to the 6es� of my (ourNcnowledge. Signaturea of all fee owners of propert�7nust siyn Mis a�plicatbn. !f an Authwized Agent signs, a lettar oi authorization from all fee owners must be inclu with fhe aipplication. If a corporation is the fee owner, notarized evidence must be includad intlieating thffi the _iy has to I al authority to sign for the corporetion. . �._ - ; � '% - � �J v� Sign re: Ow r or Authorized Agent Dat � Signature' Owner or Authorized AgeM Date CES Consultants, LLC Si te Speci f i c Devel opment PI an and Use By Speci al R�i e�v ( USR) Questi onnai re Lot A , AmRE-3340 Proposed Storagefor 26994 WCR 15, Johnstown, CO 80534 1 . Explain in detail , the propoeed use of the property. The exi sti ng Lot A , A mRE-3340 consi sts of approxi mate� y 8.0 deve� opabl e acres located at the south�t i nte-section of WCR 15 & Coyote Ridge Lane. An ex i sti ng shop (to remai n) i s I ocated on the si te wi thi n the proposed U SR Boundary. The house is owned by the appl i cants and they rent it out at this ti me. Acce� to the existi ng shop and residence is off of WCR 15. The appl i cants woul d I i ke to I ezve the exi sti ng shop and bui I d an approxi mate 7000 squ�e foot, si ngl e-story commera al off i ce�shop bui I di ng wi th parki ng for use as the h�dquarters for thei r concr�e construction company. An 8 foot to 10 foot t� I fence wi I I be i nstal I ed to provi de securi ty and scrceni ng. The proposed building and pa-king lot will accessthesitefrom WCR 15. Thecompany has4 ful I ti me staFf that wi I I work at the si te, �d 36 empl oyees that wi I I park thei r personal vehi cl es at the site i n the morni ng �d pi ck up tha r work vehi cl es to use duri ng the day. The company' s work vehi cl es (Ford 550 trucks and one dump truck) wil I remain parked overnight at the site. 2. Explain hanr this propos�l is consistent with the intent oF the Weld County Code, Chapter 22 0# the Comprehensve Plan. The We� d County Code, Chapter 22, Comprehensive Plan, has been reviewed and theproposedstoragear� andfuturecommercial buildingisconsistentwiththe intent of theComprehensive Plan, including La�d Use, Environmental Resources, and Natural Resources. I mpacts to envi ronmental resources such � ai r, water, waste, noi se, and publ i c heal th woul d be mi ni mal and I i mi ted to the constructi on peri od (see Secti ons 21 - 3-330.B .5.g, 21 -3-330.B . 12, and 21 -3-330.B . 15). 3. Explain hanr this proposal is consskent with the intent aF the Weld Caunty Code, Chapter 23 (Zoning) and thezonedistrid in which it islocated. The proposed Proj ect i s I ocated wi thi n the Agri cul tural Zone D i stri ct. M aj or faci I i ti es of publ i c uti I i ti es may be constructed, operated, and ma nta ned i n the Agricultur� Zone District upon �prov� of a permit in accordancewith the requirementsand procedures set forth in Artide I I , Divison 4 of Chapter 23 of the We� d County Code. 721 4`" Street, Suite I � Ft. Lupton, CO 80621 � Phone: (970) 373-4480 4. Whattypesofusessurroundthesite (e�cplainhowthepropoeeduseis c�onsstent and compatiblewith surrounding land use�. North, South and East of the proposed site i s open space/farml and. There i s an exi sti ng house wi th a shop j ust west of the s te. 5. Describeindetail, thefdlanring: a. Number aF peoplewhowill usetheste The company has 4 ful I ti me staff that wi I I work at the si te, and 36 empl oyees that wi I I park thei r personal vehi cl es at the site i n the morni ng and pi ck up the� r work vehi cl es to use duri ng the day. b. Number of emplayces proposed to be employed at this site The company has 4 ful I ti me staff that wi I I work at the si te, and 36 empl oyees that wi I I park tha r personal vehi cl es at the site i n the morni ng and pi ck up the� r work vehi cl es to use duri ng the day. c. Hoursof operation 7: 30am - 4:30pm d. Type and number ofi struduresto beereded (built) on thissite ( 1 ) 7000squarefoot, single�storycommerci �I office�shopbuilding. e. Type and number oF animals, if any, to be on thisste No ani m� s woul d be on thi s si te. f. Kind af vehides (type, size, weight) of vehidesthat will acoessthissiteand how often The only vehicles that would be accessi ng the site would be to pi ck up or drop off storage i tems/vehi cl es. These vehi cl es woul d i ncl ude Ford 550 Trucks, adumptruck, and personal vehicles. g. Whowill providefireprotediontotheste Johnstown/Milliken FireProtection District h. Water source on the property (both domestic and irrigation) LittleThompson Water District will servethissitefor both domesticand i rri gati on. L i ttl e Thompson i s currentl y se�-vi ng water to the e�ci sti ng residence on-site. i . Sewage disposal system on the property (existing and proposed) A septi c system wi I I be i nstal I ed on the site. There i s al r�dy an eaci sti ng septicsystem (Permit No. SE-0200052) fortheexisting house. j . I f storage ar warehousing is proposed, what type of itemswill be stored Storage on the si te wi I I consi st of Ford 550 Trucks, a dump truck, or personal vehi cl es. There wi I I �I so be some equi pment storage on the s te pertai ni ng to the future commerci al on-si te busi ness. 6. Explain the proposed landscaping for the ste. The landscaping shall be separately submitted asa landscape plan map aspart of theapplication submittal. Trces and shrubs wi I I be i nstal I ed on the site. Refer to the si te pl an for the I ocati on. 7. Explain any proposed redamation prooedureswhen termination of the Use by Special Review activity occurs N/A . 8. Explainhowtheskormwaterdrainagewillbehandledatthesite. The proposed si te wi I I generate negl i gi bl e runoff wi th thi s proposed devd opment. The over�l I natur� drai nage patte-n wi I I be preserved �d a d�enti on pond wi I I be constructed n�r the southwest corner of the site. Thi s pond wi I I re� ease i nto theeaciting ditch � ong WCR 15. 9. Explain how long it will take to construd thisste and when construction and landscaping isscheduled to begin. The site construction, with the exception of the bui Idi ng �d the parki ng wi I I take pl ace i mmedi ate� y fol I owi ng approval of the U SR and shoul d be compl eted within a month of thest�-t date. Thecommercial building, landscaping and paki ng wi I I be construded �meti me wi thi n the next three y�rs. 10. Explain where storage and/or stodcpile oF wasteswill oocur on this site. Storage wi I I take pl ace i nsi de the fenced ar� shown on the attached si te pl �. 11 . Pl�se list all proposed on-ste and off-site imprrnrementsaseoaated with the use (example: landscaping, fenang, drainage, turn lanes, eta) and a timeline aF when you wi I I have each one oF the impravements oompleted. Thefollowing improvementswill bemadetothesite: Minimal Grading (Strip Site3" ), Construct Detention Pond a�d Outl � structure, Install Grave� and Install Fence. As stated above, the si te constructi on wi I I take pl ace i mmedi ate� y followi ng approval of the USR and should be compl �ed within a month of the start date. The commerci � bui I di ng, I andscapi ng and parki ng wi I I be constructed someti me wi thi n the neact three y�rs. �V� C �Uy� Weld Courrty PuWic Works Dept. - - 3 �111 H street ACCESS PERMIT 4 �„ P.o. sox �sa APPUCATI0N F0RM �- 6reeley, CO 80632 G�C /� NJ �Q Phone: (970}304649fi Fax: (970}304-6497 Auplfcant Prooertv Owner (If different than Applicant) Name �E-�S� ��'ns'"1 Name —___ Company � �� f-}'e-- Address .._ Address 1�J�1 5 • �"� � � YMr� • Gty Sfate _ Zip __ cny �-w�� ` State �-`� rp oU J 3 �- Phone __ 8usiness Phone << 1 �� Jl.o`� - ��j�l_ Fax - fax�.�'A E-mail E-mail �� [ )ne� 5£ �� (� �`W� �Y1N �� ♦ � ExistingAccess �= ProposedAccess (��\ ParcelLocation & Sketch —� � 7he access is on WCR_��__ / ,, Nearest Intersedlon: WCR 15 & WCR JlY uvice � Dlstance from Intersectbn � �'�-� -�'C Parcel Number n�� a � p � pT Section/Township/Range�� T5N , \� �n� � T � �21� g N 3 C �N a Is there an exltting access to the property�YE5 NO � Number of Existing Accesses�_ -- - Ex a d c .fi o rvoe �, Constructlon InfortnaUon ��Ss Asphalt � Gravel � Treated y1 Other �2 �° �R � __— - Culvert Size & Type �l( ��,� CMP � I Materials used to construct Access FX ��V �, �C t S S � Construccion SW rt Date N 1'a Finish Date N � Pronosed Use [jl'emporary (Tracking Pad Required)/ $75 OSiogle Residential/$75 � Industrial/$150 �Small �ommercial or Oil & Gas/$75 ❑Large Commercial/$150 �Subdivision/$150 �Ffeld (Agrfculture Only)/Exempt Is this access associated with a PlannNig Process7 QNo �USR QRE ❑PUD QOther Rea1. ^� �**azhed Dncuments - Tro�c Control Plan -Cert'rficate of Insurance - Access P�t�res (From t_be Left, f�ight, & into the access) ( JeL. YTc,�'f.a<� ;�Y�-�"vS ) By accepting this permit, the undersigned Applicant, under pwalty of perjury, verifies that they have received all pages of the permk appl{cation; [hey have read and undersiand all of the permit requirements and provisions set forth on all pages; that they have ihe au[hority [o sign for an ind the Applicant, If ihe Applkant is a corporaUon or other eMfty; and that by vfrtue of thelr signature Che Applicant Is bound and agrees t0 mpl with all said permit requirements and provfsions, all Weld County ordinances, and state laws regarding facili[i const tion. � Slgnatyre � , �� \ Printed Name �. ` �� l�Date � r . � �.�—_ / Approval or Denial wil be iswed in mMfmum of 5 days. pproved by ___---. 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' _ .. � .'��j i��' . � :� � - FOR COMMERCIAL SITES, PLEASE COMPLETE THE FOLLOWING INFORMATION BUSINESS EMERGENCY INFORMATION: Name: ss � � �� S �� i �41�C- � Phone: � � f�' _ ��C � ' �C)Cfi �\ � Address: c�l �9 1 l �( � 1, �J City, ST, Zip: 1Jv \�1� l �t t) � �� J � � I r1I � 1 / � 70 - `� `� - 333 � Owneess _ �l�•,S� � �� tl� \l l\e�S� f--{ ,� V ��5� 1�Phone: � % n � ��0� — 33 3 �� \ ' J � ,,I, HomeAddress: �� c � � �� -C`C\�{� Q �/�-�t.t_SR - �.._a� City, ST, Zip �'��A�� \, E`l � il i) � �� 3�� C� List three persons in the order to be called in the event of an emergency: NAME TITLE ADDRE55 PHONE �1.�� h `� �� V �V�.SE'V\ �)�U.j -. � 70 � J(P (,- JlJ3 � ':�ut u_� Le�� r ��. `a�� ; t��v��.� v�k `� �o - � i 3 - �� `i �l , Business Q L�.� `� _ � Hours: O " ` ' J � Days: � TypeofAlarm: None Burglar Holdup Fire Silent Audible Name and address of Alarm Company: Location of Safe: k+tY�tf�lMR<MI(+lfkRRhhFAFT1}hRx'.�RRi#1kt+Yk*1lRR11kRRR1:!<f,l14kR1k1`ikf#f�R}µR14RR1lt�,tR1`fR1ihR+iM11:i�FhYhT�.l1R1t1RA1(fAM1t%*wMMhF*YIkkFYI'Rn11RFR'.!'.! MISCELLANEOUS INFORMATION: Number of entry/exit doors in this building: Location(s): Is alcohol stored in building? Location(s): Are drugs stored in building? Location(s): Are weapons stored in building? Location(s): The following programs are offere a public service of the Weld Coun riffs Office. Please indicate the programs of interest. �Physical Security Check �Crime Prevention Presentation UTILITY SHUT OFF LOCATIONS: Main Electrical: Gas Shut Off: Exterior Water Shutoff: Interior Water Shutoff: CES Consultants, LLC Waste Handling Plan Lot A, AmRE-3340 26994 WCR 15 , Johnstown, CO 80534 The existing Lot A, AmRE-3340 consists of approximately 8.0 developable acres located at the southeast intersection of WCR I S & Coyote Ridge Lane. An existing shop is located on the site and will remain. There is also an existing residence that will remain as well. The proposed USR is for a single-story commercial office/shop building, pazking, and vehicle and equipment storage. An 8 foot to 10 foot tall fence will be installed to provide security and screening. No storage or stockpiling of wastes will occur on the site. No hazazdous chemicals will be generated at this site. Any minor waste that is generated from the site will be disposed of in a trash dumpster located on-site. 721 4'" Street, Suite I = FL Lupton, CO 60621 � Phone: (970) 3734480 CES Consultants, LLC Dust Abatement Plan Lot A, AmRE-3340 26994 WCR 15 , Johnstown, CO 80534 The e�sting Lot A, AmRE-3340 consists of approximately 8.0 developable acres located at the southeast intersection of WCR 15 & Coyote Ridge Lane. An existing shop is located on the site and will remain. There is also an existing residence that will remain as well. The proposed USR is for a single-story commercial office/shop building, pazking, and vehicle and equipment storage. An 8 foot to 10 foot tall fence will be installed to provide security and screening. There is an existing gravel access presently at the site. During construction vehicle tracking will be controlled at all times. Fugitive dust and fugitive par[iculate emissions will be controlled on this site. The facility shall be operated in accordance with the Colorado Air Quality Commission's air quality regulations and with the Weld Counry Deparhnent of Public Health and Environment Regulations. 721 4`" Street, Suite I FC Lupton, CO 80821 - Phone: (970) 373-0460 Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us. M--FtIed Colorado Secretary of State Date and Time: 05/07/2014 09:23 AM ID Number: 20141292179 Document number: 20141292179 Amount Paid: $50.00 ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization fled pursuant to § 740-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) I. The domestic entity name of the limited liability company is KOOBIE Enterprises, LLC (Ore name of a limited liability company must contain the term or abbreviation "limited liability company" "ltd liability company" "limited liability ca." "ltd. liability ca " "limited", "tic.", "lie", or "Rd". See §7-90-601, CRS) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) 2. The principal office address of the limited liability company's initial principal office is Street address Mailing address (leave blank if same as street address) (Street number and name or Post Office Box infornwtion) PO Box 949 (Street number and name) Johnstown (City) CO 80534 (State) (LP/Postal Cade) United States (Province— ifapplicable) (Country) 27104 Coyote Ridge Ln Johnstown (City) CO 80534 (State Unite States (Province—efapplicahle) (Country) (CIP/Poswl Code) 3. The registered agent name and registued agent address of the limited liability compiluy's initial registered agent ate Name (if an individual) or Johnson (Last) (if an entity) (Caution: Do not provide both an individual and an entity name) Street address Chelsey (First) (Middle) eaffis) 27104 Coyote Ridge Ln (Street number and name) Johnstown _ (City) Co 80534 (Stale) (2IP Code) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) ARTORG LLC Page 1 of 3 Rev. 12/012012 CO (City) (State) (LIP Code) e following statement is adopted by marking the box.) ✓ The person appointed as registered agent has consented to being so appointed. 4. The true name and mailing address of the person forming the limited liability company are Name (if an individual) or (if an entity) (Caution: Do not provide both an individual and an entity name.) Johnson (last) Chelsey (First) (Middle) (Suffix) Mailing address 27104 Coyote Ridge Ln (Street number and name or Post O ce Box information) Johnstown CO 80534 (City) (State) (ZIP/Postal Cade) United States (Province —if applicable) (Country) (If are following statement applies, adopt the statement by marking the box and include an attachment.) ❑ The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. 5. The management of the limited liability company is vested in (Mark the applicable box) O one or more managers. Or ✓t l the members. 6. (Thefoliaoing statement is adopted by marking the box.) a There is at least one member of the limited liability company. 7. (Ifthe following statement applies, adopt the statement by marking the box and include an attachment) O This document contains additional information as provided by law. 8. (Caution: Leave hiank if the document does not have a delayed effective date. Stating a delayed effective date hat significant legal consequences. Read instructions before entering a dale) (If the following stafenantapplirss, adopt the statement by entering a date mirk if applicable, time using the required format) The delayed effective date and, if applicable, time of this document is/are (mm/dd/yyyy hoar: minute am/pm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. ARTORG TLC Page 2 of 3 Rev. 12/01/2012 This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Johnson Chelsey Lass) (First) (Middle) (Suffix) 27104 Coyote Ridge In (Street number and name or Post Office Box inJormatwn) Johnstown Pry) (Province if applicable) CO 80534 (State) (ZIP/Postal Code) United States (Country) (If the following statement applies, adopt the statement ty morlang the box and include an attachment) Q This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This teml/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are famished without representation or warranty. While this foml/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s). ART()RO 1.1.C Page 3 of 3 Rev. 12/0112012 The Operating Agreement of KOOBIE ENTERPRISES, LLC, a Colorado Limited Liability Company LAW OFFICE OF BRIAN BUDMAN, P.C. ESTATE & BUSINESS PLANNING 5105 DTC PARKWAY, SUITE 150 GREENWOOD VILLAGE, COLORADO 80111 Copyright©2014 Law Office of Brian Budman, P.C. KOOBIE ENTERPRISES, LLC Table of Contents Article One Company Formation 1-1 Section 1.01 The Limited Liability Company 1-1 Section 1.02 The Company's Name 1-1 Section 1.03 Company to Be Taxed as a Partnership 1-1 Section 1.04 Company's Purpose and Scope 1-1 Section 1.05 Purpose of Company Restrictions 1-2 Section 1.06 The Company's Principal Office and Location of Records 1-2 Section 1,07 Registered Agent and Registered Office I -2 Section 1.08 The Company's Term 1-2 Section 1.09 Venue I-3 Article Two Tax Matters 2-1 Section 2.01 Tax Classification 2-1 Section 2.02 The Tax -Matters Partner 2-1 Section 2.03 Tax Elections 2-2 Article Three Membership Interests 3-1 Section 3.01 Membership Interest in the Company 3-1 Section 3.02 Valuing Membership Interests in the Company 3-1 Article Four Capital Contributions and Capital Accounts 4-1 Section 4.01 Initial Capital Contributions 4-1 Section 4.02 Voluntary Additional Capital Contributions 4-1 Section 4.03 Mandatory Additional Capital Contributions 4-1 Section 4.04 Establishing and Maintaining Capital Accounts 4-2 Section 4.05 Adjustment for Company's Constructive Termination 4-3 Section 4.06 Revaluation Adjustment 4-3 Section 4.07 No Interest or Return of Capital 4-3 Section 4.08 Power to Modify Capital Account Provisions 4-4 Section 4.09 Certain Property Considered to Be Loans 4-4 Section 4.10 Negative Capital Accounts 4-4 Section 4.11 Assignment of Capital Account 4-4 Article Five Allocations and Distributions 5-1 Section 5.01 Allocating Profit and Loss 5-1 Section 5.02 Distributions to Members 5-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Six Company Management 6-1 Section 6.01 Manager's General Authority 6-1 Section 6.02 A Majority in Interest of Managers Required to Control 6-1 Section 6.03 Limitations on the Manager's Authority 6-1 Section 6.04 Delegation among the Managers 6-2 Section 6.05 Delegation to Agents and Others 6-2 Section 6.06 Powers 6-3 Section 6.07 Authorization to Sign Certain Instruments 6-3 Section 6.08 Affidavit of Manager's Authority 6-4 Section 6.09 Creating an Advisory Committee 6-4 Section 6.10 Voting of Controlled Corporate Stock 6-5 Article Seven The Manager 7-1 Section 7.01 Manager 7-1 Section 7.02 Extent and Scope of Services 7-1 Section 7.03 Manager's Power to Amend 7-2 Section 7.04 Indemnification and Hold -Harmless Provision 7-3 Section 7.05 Manager's Voluntary Resignation 7-3 Section 7.06 Manager Removal 7-4 Section 7.07 Bankruptcy Considered Act of Withdrawal by Manager 7-4 Section 7.08 Revocation of Charter Not Considered an Act of Withdrawal 7-4 Section 7.09 Additional Managers 7-5 Section 7.10 Vacancy in the Office of Manager 7-5 Section 7.11 Compensation and Expenses of Manager 7-5 Section 7.12 No Bond Required 7-5 Section 7.13 Manager's Responsibility to File Necessary Forms and Make or Terminate Elections 7-5 Article Eight The Members 8-1 Section 8.01 Members' Names and Addresses 8-1 Section 8.02 Limited Liability of Members 8-1 Section 8.03 No Right to Participate in Management 8-1 Section 8.04 Restrictions on Members' Withdrawal Rights 8-2 Section 8.05 Restrictions on Assignees' Withdrawal Rights 8-2 Section 8.06 No Right to Cause Dissolution 8-3 Section 8.07 Partition Waiver 8-3 Section 8.08 Member Expulsion 8-3 Section 8.09 Voting 8-3 Section 8.10 Limits on Voting Rights 8-4 Section 8.11 Access to Information 8-4 Article Nine Meetings and Notice 9-1 Section 9.01 Special Meetings 9-1 Section 9.02 Meeting Notice 9-1 ii KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Section 9.03 Waiving Meeting Notice 9-1 Section 9.04 Voting by Proxy 9-1 Section 9.05 Action by Consent 9-1 Section 9.06 Quorum 9-2 Section 9.07 Presence 9-2 Section 9.08 Conduct of Meetings 9-2 Section 9.09 Approval or Consent of Members 9-2 Article Ten Books, Records, and Bank Accounts 10-1 Section 10.01 Books and Records 10-1 Section 10.02 Accounting and Taxable Year 10-1 Section 10.03 Reports 10-1 Section 10.04 Bank Accounts and Company Funds 10-1 Article Eleven Admitting Additional Members 11-1 Section 11.01 Admission by Unanimous Consent of Members; Prerequisites 11-1 Section 11.02 Capital Contributions and Fair Market Value 11-1 Section 11.03 Admissions Must Not Violate This Article 11-1 Article Twelve Transfer of Membership Interests by a Member 12-1 Section 12.01 Transfer Restrictions 12-1 Section 12.02 Transfer of Interest 12-1 Section 12.03 Additional Transfer Restrictions 12-3 Section 12.04 Transferee Treated as an Assignee until Admitted as a Substitute Member 12-3 Section 12.05 Conditions Required to Become a Substitute Member 12-4 Section 12.06 Assignee's Rights and Limitations 12-4 Section 12.07 Permitted Transfers 12-5 Section 12.08 Amending Operating Agreement and Articles of Organization 12-5 Section 12.09 Member Disability 12-6 Section 12.10 Death of a Member 12-6 Section 12.11 Purchase Price 12-7 Section 12.12 Voting Rights of Transferred Interests 12-8 Section 12.13 Non -Recognition of an Unauthorized Transfer or Assignment; Accumulation of Amounts to Be Distributed 12-8 Section 12.14 Creditor Rights; Charging Order Sole Exclusive Section 12.15 Company's Unilateral Purchase Option for Interest Acquired without Consent 12-9 Article Thirteen Dissolution and Termination 13-1 Section 13.01 Dissolving the Company 13-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Section 13.02 Liquidating the Company Property 13-1 Section 13.03 Company Property Sole Source 13-2 Section 13.04 Company Asset Sales during Term of the Company 13-2 Article Fourteen Dispute Resolution Provisions 14-1 Section 14.01 Resolving Disputes among Members and within the Company 14-1 Section 14.02 Notice of Controversy and Designating Authorized Representatives 14-1 Section 14.03 Beginning the Dispute Resolution Procedure 14-1 Section 14.04 Selecting a Mediator 14-2 Section 14.05 Time and Place for Mediation Conference 14-2 Section 14.06 Discovery and Exchange of Information 14-2 Section 14.07 Delivery of Written Summaries; Authority to Obtain Professional Assistance 14-2 Section 14.08 Conducting Mediation 14-2 Section 14.09 Final Determinations Bind All Parties 14-3 Section 14.10 Arbitration 14-3 Section 14.11 Settlement during Mediation or Arbitration 14-3 Section 14.12 Qualified Appraisals 14-3 Section 14.13 Right to Seek Equitable Relief 14-3 Section 14.14 Prevailing Party Is Entitled to Recover All Reasonable Costs 14-3 Article Fifteen General Matters 15-1 Section 15.01 Successors and Assigns 15-1 Section 15.02 Irrevocable Durable Power of Attorney 15-1 Section 15.03 No Waiver 15-1 Section 15.04 Definitions 15-2 Section 15.05 Changing the Company's Situs 15-10 Section 15.06 No Duty to Mail Articles of Organization 15-10 Section 15.07 General Matters 15-10 iv KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Securities Law Disclosure The Membership Interests or percentages of ownership of KOOBIE ENTERPRISES, LLC (Company) have not been and will not be registered under the Securities Act of 1933, as amended (Securities Act); under any other federal securities laws; or under the securities laws of any state. The Membership Interests or percentages of ownership are offered and sold without registration based on exemptions from the registration requirement of the Securities Act and laws and regulations enacted by the Securities and Exchange Commission. The Company will not be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will not file reports, proxy statements, or other information with the Securities and Exchange Commission or with any state securities commission. Other than as to permitted transfers, the Limited Liability Company Membership Interests of the Company may not be offered for sale, sold, pledged, or otherwise transferred unless registered or qualified under applicable securities laws, or unless exempted from registration or qualification. Counsel for the owner of the Interest must appropriately register or qualify that Interest or establish any applicable exemption from registration or qualification; this opinion of counsel must be reasonably satisfactory to the Company. No Member may register any Interest in the Company under any federal or state securities law without the express written consent of all Members. The Members understand that some of the restrictions inherent in this form of business, and specifically set forth in this Agreement, may have an adverse impact on the fair market value of the Membership Interests if a Member attempts to sell or borrow against the Membership Interest in the Company. Y KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Member Acknowledgment By signing this Agreement, each Member agrees to the following provisions. Exempt from Registration Investment in the Member's Interest (Interest) in the Company involves a high degree of risk and is suitable only for sophisticated investors. Interests are being offered in reliance upon one or more exemptions from registration under the Securities Act, and any Securities Act of Colorado. Member's Personal Investment The Member is purchasing the Interest for the Member's own investment and with no intent to distribute or resell to any other person. Transferability Restrictions By this Agreement, the Company has disclosed to the Members and each Member acknowledges that the transferability of the Interest is severely limited. Each Member will bear the economic risk of investment for an indefinite period, as the Membership Interests have not been registered under the Securities Act or any state securities laws and cannot be offered or sold unless subsequently registered or unless an exemption from registration is available. Registration or Opinion of Counsel before Transfer In addition to other prohibitions and restrictions on transfer under this Agreement, the Interest will not be sold publicly without registration under the Securities Act and any applicable state securities law. Before any public sale, the selling Member must first obtain opinion of counsel that registration is not required in connection with any transaction; this opinion must be satisfactory to the Company. In no event may any Interest be sold within 12 months of original issue to that Member. Member's Principal Address This Agreement notes each Member's principal address. Each Member shall notify the Company in writing within five days of any change to this address. Access to Facts Each Member has had and continues to have access to all material facts regarding the Interest and is satisfied as to the advisability of making this investment. vi KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 No Commission or Remuneration No commission or other payment may be paid to any person in connection with the offer or sale of any Interest. No Right to Registration No Member may require the Company to register any Interest under federal or state securities laws at any time, or to join in any future registration. Hold Harmless Each Member agrees to hold the Company and its Manager, Members, Member Principals, Organizers, controlling Persons (as defined in the Securities Act), and any persons affiliated with any of them or with the distribution of the Interest, harmless from all expenses, liabilities, and damages (including reasonable attorneys' fees) arising from a disposition of the Interest in any manner that violates the Securities Act, any applicable state securities law, or this Agreement. vii KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 KOOBIE ENTERPRISES, LLC, a Colorado Limited Liability Company Article One Company Formation Section 1.01 The Limited Liability Company This Agreement, dated , 2014, forms and establishes a limited liability company under the laws of the State of Colorado, and specifically under the Uniform Limited Liability Company Act. The Company becomes effective upon filing Articles of' Organization as required by the State of Colorado. The Members and their percentages of ownership are identified in the schedule attached to this Agreement as Exhibit A. This Agreement sets forth the rights, duties, obligations, and responsibilities of the Members regarding the Company. In consideration of the mutual promises, obligations, and agreements set forth in this Agreement, the parties to this Agreement agree to be legally bound by its terms. Section 1.02 The Company's Name The Company's name is KOOBIE ENTERPRISES, LLC. The Manager may change the name of the Company or operate the Company under different names. Section 1.03 Company to Be Taxed as a Partnership Unless there is only one Member, in which case, the Company will be treated as a disregarded entity, the Members intend to establish an entity that is subject to taxation as a partnership. Section 1.04 Company's Purpose and Scope 'The Company is organized to provide centralized management of equipment leasing activities. In order to accomplish these purposes, the Company may, despite its primary function of leasing equipment, it may: own, acquire, manage, develop, operate, buy, sell, exchange, finance, refinance, and otherwise deal with real, personal, tangible, and intangible 1-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 property, and any type of business, as the Manager determines from time to time to be in the best interests of the Company; and conduct any lawful business and investment activity permitted under the laws of Colorado and in any other jurisdiction in which the Company may have a business or investment interest in order to accomplish these objectives. The Company may engage in any other activities that are related or incidental to these purposes, as the Manager may determine with sole and absolute discretion. Section 1.05 Purpose of Company Restrictions This Company is formed by those who know and trust one another and who, in forming this Limited Liability Company, have surrendered certain management rights. Capital is material to the business and investment objectives of the Company and its federal tax status. An unauthorized transfer of a Member's Interest could create a substantial hardship to the Company, jeopardize its capital base, and adversely affect its tax structure. As a result, certain restrictions expressed in this Agreement attach to and affect the ownership and transfer of Membership Interests. These restrictions are not intended to penalize, but are intended to protect and preserve the existing trust -based relationships, the Company's capital, and the Company's financial ability to continue to operate. Section 1.06 The Company's Principal Office and Location of Records The street address of the principal office in the United States where the Company maintains its records is: 27104 Coyote Ridge Ln Johnstown, CO 80534 or where the Manager otherwise determines. The records maintained by the Company must include all records that the law requires the Company to maintain. The Company must maintain a records office in any jurisdiction that requires a records office and the Company must maintain all records required by applicable law at each records office. Section 1.07 Registered Agent and Registered Office The Company's initial registered agent is Chelsea Johnson, and the Company's initial registered office is located at: 27104 Coyote Ridge Ln. Johnstown, CO 80534 1-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Section 1.08 The Company's Term The Company's duration is perpetual. The Company begins on the date the Articles of Organization are filed with the Secretary of State of Colorado and continues until terminated or dissolved by this Agreement. Section 1.09 Venue Venue for any dispute arising under this Operating Agreement or any disputes among any Members or the Company will be in the county of the Company's Registered Office. (Remainder of page intentionally left blank.) 1-3 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Two Tax Matters Section 2.01 Tax Classification The Company shall be treated as a disregarded entity unless there are multiple Members in which case the Company will be treated as a partnership for federal income tax purposes, the federal income tax basis of a Member's Membership Interest and all other matters relating to the distributive share and taxation of items of income, gain, loss, deduction, depreciation, and credit will be as established by Internal Revenue Code Subchapter K. Section 2.02 The Tax -Matters Partner If the Company is required to have a tax -matters partner, the Manager shall promptly appoint a Member as tax -matters partner. The Manager may replace the tax -matters partner at their discretion. (a) Legal and Accounting Costs for Tax Matters The Company must pay all legal and accounting costs associated with any Internal Revenue Service proceeding regarding the Company's tax returns. (b) Discretion as to Tax Matters The tax -matters partner shall notify all of the Members upon receipt of any notice regarding any examination by any state, federal, or local authority regarding the Company's tax compliance. Subject to its fiduciary duty to the Members, the tax -matters partner may determine whether to contest any proceedings, how to pursue any proceedings, and whether and on what terms to settle any dispute with the Internal Revenue Service. (c) Tax Classification as a Partnership Unless the Members elect not to be treated as a partnership for federal income tax purposes, the tax -matters partner shall take all steps reasonably necessary to classify the Company as a partnership for tax purposes under the Code and Regulations. The tax -matters partner shall, if appropriate, prepare and file any forms necessary or appropriate to classify the Company as a partnership under the laws of any jurisdiction in which the Company transacts business. 2-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C,5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Section 2.03 Tax Elections The Manager may make any applicable or available tax elections on behalf of the Company. Consent of at least 85% of the Membership Interests is required to exercise the election under Internal Revenue Code Section 754 in any of the following circumstances: if a new Manager is added; if the identity of the person or persons who have management authority over an existing Manager changes; or if the Manager is an entity, in the event of a change of ownership over the managing entity. (Remainder of page intentionally left blank.) 2-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Three Membership Interests Section 3.01 Membership Interest in the Company Each Member's Initial Membership Interest is the percentage interest in the attached Exhibit A. Membership Interests will be adjusted from time to time to account for non pro rata Additional Capital Contributions and non pro rata distributions to Members. If non pro rata contributions or distributions are made, each Member's Membership Interest will then be determined by dividing the Capital Account of each Member by the aggregate of the then -existing Capital Accounts, after adjusting the Members' Capital Accounts to reflect the fair market value of the contributed property. To determine the respective voting rights of the Members, adjustments to Membership Interests of the Members resulting from Additional Contributions or Distributions will be effective the first day of the month immediately following the contribution or distribution date. The Manager shall maintain a correct record of all Members and their Membership Interests together with amended and revised schedules of ownership caused by changes in the Members and changes in Membership Interests. Section 3.02 Valuing Membership Interests in the Company For all purposes, the value of the Company as an entity and of Membership Interests will be their respective fair market values. Any dispute, contest, or issue of fair market value will be resolved by a written Qualified Appraisal by a Qualified Appraiser selected by the Manager. No discounts typically used in a Qualified Appraisal shall be included. (Remainder of page intentionally left blank.) 3-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Four Capital Contributions and Capital Accounts Section 4.01 Initial Capital Contributions As their Initial Capital Contributions to the Company, the Members shall contribute all of their right, title, and interest in and to the property described in Exhibit A. The Members agree that the property described in Exhibit A has the fair market value (net of liabilities assumed or taken subject to or by the Company) listed opposite the scheduled property. Each Member's Capital Account will be credited with an initial contribution equal to the fair market value as specified in Exhibit A. Section 4.02 Voluntary Additional Capital Contributions The Members may make Additional Capital Contributions to the Company. Any Additional Capital Contribution must be made pro rata according to the Member's Membership Interest, unless otherwise agreed by the unanimous consent of the Members. Consent does not need to be in writing, and will be presumed to have been obtained unless there is clear and convincing evidence to the contrary. The fair market value of any property other than cash or publicly traded securities to be contributed as an Additional Capital Contribution will be as agreed upon by the contributing Member and a majority in interest of the Members at the time of contribution. Alternatively, a disinterested appraiser selected by the Manager may determine the fair market value of any contributed property. Section 4.03 Mandatory Additional Capital Contributions The Company may require Additional Capital Contributions upon the determination by the Manager that such Additional Capital Contribution is reasonably needed to pay: existing or anticipated operation and administration expenses; debt service for any amounts borrowed by the Company; insurance and tax payments; or the cost of acquiring, maintaining, and selling Company property. Required Additional Capital Contributions may not be discriminatory. If there is a call for an Additional Capital Contribution, all Members and any Assignees must contribute capital pro rata, based upon their respective Interests. A required Additional Capital Contribution must be satisfied within 60 days from the date the call is issued. 4-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.51 05 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 If a required Additional Capital Contribution is not satisfied in full, other Members may satisfy the deficiency. The Membership Interests will be reallocated under Section 3.01. Or, except if another loss or restriction of rights is otherwise specifically provided in this Agreement, the Manager may withhold the distributions otherwise allocated under Article Five or Article Thirteen from any Member who fails to satisfy the required Additional Capital Contribution and apply those withheld distributions towards the Member's obligation. In addition, the Manager may charge interest at the highest lawful rate to the Member or Assignee involved on part or all of any required Additional Capital Contribution that remains unsatisfied after the 60 -day period expires. The Manager may institute legal action against a delinquent Member or Assignee and the delinquent Member or Assignee will he responsible for paying all costs and legal fees reasonably incurred by the Company for the action. Section 4.04 Establishing and Maintaining Capital Accounts A Capital Account will be established for each Member and will be maintained at all times during the existence of the Company in compliance with the Internal Revenue Code and applicable Treasury Regulations. Each Capital Account will be maintained according to the following provisions. (a) Credits to Member's Interest Each Member's Interest will be credited with the fair market value of the Member's contribution of cash or other property, the Member's distributive share of profits, and the amount of any Company liabilities that are assumed by the Member. (b) Debits to Member's Interest Each Member's Capital Account will be debited the amount of cash and the fair market value of any property distributed to the Member under this Agreement, the Member's share of losses, and the amount of any liabilities of the Member that are secured by any property contributed by the Member to the Company. (c) Assumption of Liability An assumption of unsecured liability by the Company will be treated as a distribution of money to the Member, and the Manager shall adjust the Member's Capital Account accordingly. Assumption of an unsecured liability of the Company by a Member will be treated as a cash contribution to the Company. The amount of any liability assumed under this provision will be determined according to Internal Revenue Code Section 752(c). 4-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.O.5105 OTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (d) Adjustments for Non -Cash Distributions If assets of the Company other than cash are distributed to a Member, the Manager shall adjust the Capital Accounts of the Members to reflect the hypothetical book gain or loss that would have been realized by the Company if the distributed assets had been sold at fair market value in a cash sale in order to reflect unrealized gain or loss. (e) Adjusting the Fair Market Value on Transfer of Membership Interest If an existing or new Member acquires an Interest, the Manager shall adjust the Capital Accounts of the Members to reflect fair market value of all properties held by the Company. Section 4.05 Adjustment for Company's Constructive Termination If the Company is constructively terminated under Internal Revenue Code Section 708, the Manager shall adjust the Members' Capital Accounts to reflect fair market value of all properties held by the Company as required by Treasury Regulation Section 1.704- 1(b)(2)(iv)(b). Section 4.06 Revaluation Adjustment The Manager shall adjust the Members' Capital Accounts to reflect any revaluation of Company property (including intangible assets such as goodwill) under this Section. (a) Adjustment Based on Fair Market Value Any revaluation adjustment to a Member's Capital Account will be based on the fair market value of Company property on the date of the adjustment under Code Section 7701(g). (b) Adjustment for Unrealized Items The Manager shall adjust the Members' Capital Accounts to reflect the manner in which any unrealized income, gain, loss, or deduction inherent in the Company's property (to the extent that it has not been previously reflected in the Members' Capital Accounts) would be allocated among all the Members if there were a taxable disposition of this property for fair market value on the date of adjustment. Section 4.07 No Interest or Return of Capital Despite any other provision of this Agreement, no Member is entitled to any interest on its Capital Account or Membership Interest or on the Member's Capital Contribution. No 4-3 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Member may demand or receive the return of all or any portion of the Member's Capital Account, Membership Interest, or Capital Contribution. Section 4.08 Power to Modify Capital Account Provisions If, in the Manager's reasonable judgment, the modification is not likely to have a material effect on the amounts distributable to any Member under this Agreement, the Manager may modify the manner in which the Capital Accounts are computed in order to comply with Treasury Regulation Section 1.704-1(b). The Manager shall make any necessary or appropriate adjustments to maintain equality between the Members' Capital Accounts and the amount of Company Capital reflected on the Company's balance sheet, as computed for book purposes under Treasury Regulation Section 1.704-1(b)(2)(iv)(g), relating to adjustments to book value. Section 4.09 Certain Property Considered to Be Loans If for any reason the Company would otherwise be deemed an investment company within the meaning of Internal Revenue Code Section 351, the Members intend to comply with the requirements of Internal Revenue Code Section 721(b), so that contributions of property to the Company will not cause recognition of any gain or loss to any Member. Accordingly, if any contribution of property would cause the recognition of gain or loss to any Member under Internal Revenue Code Section 721(b), then that property will be considered to have been loaned to the Company. Any loan will bear interest at the minimum interest rate required under Internal Revenue Code Section 7872. The Manager shall return any property loaned to the Company under this provision to its lender within 90 days of the lender's demand. Section 4.10 Negative Capital Accounts If the Company or a Member's Membership Interest is liquidated, such Member will be required to restore a deficit in the Member's Capital Account. Section 4.11 Assignment of Capital Account Except as otherwise required by the Internal Revenue Code or Treasury Regulations, if any Membership Interest is assigned under this Agreement, the Assignee will succeed to the Capital Account of the Assignor to the extent that it relates to the assigned Membership Interest. If the assignment of an interest in the Company causes a termination of the Company under Internal Revenue Code Section 708(b)(1)(B), the Capital Account that carries over to the Assignee will be adjusted according to Treasury Regulation Section 1.704-1(b)(2)(iv)(e). (Remainder of page intentionally left blank.) 4.4 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Five Allocations and Distributions Section 5.01 Allocating Profit and Loss All items of income, gain, loss, deduction, and credit, whether resulting from the Company's operations or in connection with its dissolution, must be allocated to the Members for federal, state, and local income tax purposes. The allocation is in proportion to their respective Membership Interests. The Members, by unanimous agreement, may enter into agreements providing for the special allocation of items of income, gain, loss, depreciation, deduction, or credit. Despite any other provision to the contrary in this Agreement, each item of income, gain, loss, deduction, and credit must be allocated for federal income tax purposes among the Members under Internal Revenue Code Section 704(b) and 704(c), and conform with Sections 1.704-1(b)(2)(iv)(f), 1.704(b)(4)(i), 1.704-3(e), or their successor provisions of the Code and Regulations. The Manager has the authority to change the allocation provision of this Section if the Company's legal counsel advises the Company that this change is required under the Internal Revenue Code based on the manner in which the Members have agreed to bear losses and to share profits and distributions under this Agreement. Section 5.02 Distributions to Members The Company's primary intent is to retain Company funds in amounts determined in the Manager's sole and absolute discretion to meet the reasonable needs of the business or investments of the Company and other needs as provided in this Agreement. No Member may demand distributions of any Company funds or assets. When making any distributions of funds or other Company assets, the Manager shall satisfy those distributions as follows. (a) Cash Distributions The Manager may make distributions of Company cash to the Members on a pro rata or non pro rata basis as the Manager, in its discretion, determines. Distributions may only be made from the cash reserves that exceed the reasonable working reserves of the Company as determined in the Manager's sole discretion, but always in consideration of the fiduciary duty owed by the Manager to the Members. 5-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Subject to this Agreement and applicable law, cash distributions will first come from operations cash as permitted under this Agreement, then from cash from the liquidation of the Company under this Agreement. (b) In -Kind Distributions The Manager, in its sole and absolute discretion, may make in -kind distributions of Company property to the Members. Before any in -kind distribution is made, the difference between the established fair market value and the book value of the property to be distributed must be adjusted by a credit or charge, as appropriate, to the Members' Interests. Upon the distribution of this property, the adjusted value will be charged to the Interests of the Members receiving these distributions. (c) No Interest If a Member does not withdraw all or any portion of the Member's share of any cash distribution made under Subsection (a), the Member may not receive any interest on the unwithdrawn amount nor on any additional Membership Interest unless all Members agree. (Remainder of page intentionally left blank.) 5-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Six Company Management Section 6.01 Manager's General Authority Subject to the specific rights given the Members in this Agreement, the Manager may make all decisions concerning any matter affecting or arising out of the Company's business conduct. The Manager has the exclusive right and full authority to manage, conduct, and operate the Company business. The Manager shall manage and administer the Company according to this Agreement and as provided by the laws of the State of Colorado, or any other jurisdiction in which the Company operates. Section 6.02 A Majority in Interest of Managers Required to Control When more than one Manager is acting, the concurrence of a majority in interest of the Managers controls in all matters pertaining to the Company's administration. When only two Managers are acting, the concurrence and joinder of both is required. Section 6.03 Limitations on the Manager's Authority This Section limits the authority of the Manager. (a) Acts Requiring 85% Approval of Membership Interests The consent of 85% of all the Membership Interests is required to confess a judgment against the Company or to file or consent to filing a petition for or against the Company under any federal or state bankruptcy, insolvency, or reorganization act. (b) Acts Requiring Unanimous Approval of the Members The Manager may not do any of the following without the unanimous written consent of all Members: sell substantially all of the property in liquidation or cease the Company's business before the Company's actual termination; admit any substitute or additional Members into the Company except as otherwise permitted by this Agreement; amend this Agreement, except under Section 1.01; 6-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 OTC PARKWAY, GREENWOOD VILLAGE, CO 80111 change or reorganize the Company into any other legal form; expel a Member; dissolve and liquidate the Company; distribute more than 25% of the fair market value of the Company's assets in any tax year; redeem, liquidate, purchase, or otherwise acquire the Membership Interest of any Member; return the Capital Contribution of any Member; contribute Company property to a charity; or register any interest in this Company for an offering under any federal or state securities law. (c) Members Who Are under Court Orders The vote, consent, or participation of any Member under any kind of court order charging, restraining, prohibiting, or in any way preventing any Member from participating in Company matters is not required in order to obtain the necessary percentage vote or consent or participation for the Company to act upon any proposed action. Section 6.04 Delegation among the Managers When more than one Manager is serving, a Manager may delegate to any other Manager the power to exercise any or all powers this Agreement grants the Manager, including discretionary powers, if allowed by law. The delegating Manager may revoke this delegation at will. Any delegation of power, modification of delegation of power, or revocation of delegation of power must be in a writing and signed by the delegating Manager. As long as any delegation of power is in effect, the Manager to whom the power is delegated may unilaterally exercise the delegated powers with the same force and effect as if the delegating Manager had personally joined in the exercise of the power. Section 6.05 Delegation to Agents and Others The Manager may employ agents, employees, accountants, attorneys, consultants, and other persons necessary or appropriate to carry out the business and affairs of the Company, whether or not the person or persons are Affiliated Persons, or are employed by an Affiliated Person. 6-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 The Manager may direct the Company to pay reasonable fees, costs, expenses, salaries, wages, and other compensation as the Manager determines to be appropriate as an expense of the Company. Those expenses may include payment or reimbursement for all fees, costs, and expenses incurred in the formation and organization of the Company. The Manager may delegate management functions to any corporation, partnership, limited liability company, or other entity qualified to manage the property and to conduct the business activities of the Company. Delegation of management powers will not relieve the Manager from personal liability for management decisions and operations of the Company. Any delegation of authority is to be considered in compensating the Manager for services to the Company. Section 6.06 Powers In pursuing its lawful purposes, the Company may do all things that limited liability companies are permitted to do under the Act. Section 6.07 Authorization to Sign Certain Instruments Regarding all obligations, powers, and responsibilities under this Agreement, the Manager may sign and deliver any notes and other evidence of indebtedness, contracts, agreements, assignments, deeds, leases, loan agreements, mortgages, and other security instruments and agreements in any form on behalf of the Company as the Manager determines to be proper. 6-3 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Section 6.08 Affidavit of Manager's Authority Any third party dealing with the Company may rely on a notarized writing signed by the Manager stating the Manager's authority to act for the Company. The Manager may use the following as an example of a valid writing: Sample Written Statement of Authority of the Manager of KOOBIE ENTERPRISES, LLC On my oath and under penalty of perjury, I swear that I am a duly appointed Manager of KOOBIE ENTERPRISES, LLC, a Colorado Limited Liability Company. I certify that I have not been removed as Manager and have the authority to act for and bind KOOBIE ENTERPRISES, LLC in business transactions for which this affidavit is given as affirmation of my authority. Justin Johnson or Chelsea Johnson, Manager, KOOBIE ENTERPRISES, LLC Sworn and subscribed before me the undersigned authority, by Justin Johnson or Chelsea Johnson , 20 Notary Public This example may be modified to reflect the Manager's fiduciary duty. Section 6.09 Creating an Advisory Committee The Manager may establish a Company advisory committee (Advisory Committee) consisting of two or more Members; beneficiaries of trusts that are Members; or legal, financial, or other advisors to the Manager or any Member. (a) Annual Meetings If the Advisory Committee is established, the Manager shall call a meeting of the Advisory Committee at least once per calendar year. The purpose of the meeting is to generally inform the Advisory Committee of the business and operations of the Company since the last Advisory 6-4 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Committee meeting. The Advisory Committee may make a report of the meeting to the Members. (b) Committee Is Advisory Only The Advisory Committee may make recommendations to or otherwise advise and consult with the Manager regarding the business and operation of the Company, but the Advisory Committee may not take any action on behalf of the Company or compel the Manager or any Member to take any action. (c) Payment of Expenses Authorized Advisory Committee members are entitled to payment from the Company for their reasonable expenses of attending Advisory Committee meetings. Section 6.10 Voting of Controlled Corporate Stock If the Company holds stock in any controlled corporation as defined by Internal Revenue Code Section 2036(b)(2), the Manager shall: notify all Members of all shareholders' meetings of this controlled corporation; notify all Members that they have the right to vote the stock of the corporation in proportion to the percentage owned by each Member in the Company; and submit the votes of each Member at this shareholders' meeting exactly as if each Member had voted the same as a separate shareholder voting this stock. (Remainder of page intentionally left blank.) 6-5 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.O.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Seven The Manager Section 7.01 Manager Justin Johnson and Chelsea Johnson, are appointed as Managers of the Company. The Manager shall manage and administer the Company's property and perform all other duties prescribed for a Manager by Colorado law. The Company must have at least one Manager at all times. No other person may act for or bind the Company except as permitted in this Agreement or as required by law. No Manager will be personally liable for the obligations of the Company. Section 7.02 Extent and Scope of Services The Manager shall adequately promote the interest of the Company and the mutual interest of the Members, and shall commit the necessary time and effort to do so. The Manager is not required to devote full-time hours to Company business. (a) Other Ventures The Manager may engage in and possess interests in other business ventures independently or with others, and neither the Company nor any Member will acquire any interest in the Manager's independent ventures because of the Manager's service to the Company. The Manager may compete with the Company through any independent venture without liability to the Company for so doing. Despite the fiduciary duty owed by the Manager to the Company or the Members of the Company, the Manager is under no obligation to present any investment opportunity to the Company. (b) Manager's Fiduciary Duty In carrying out the duties of Manager under this Agreement, the Manager shall act as a fiduciary for the Members. In fulfilling this fiduciary duty, the Manager shall act in good faith and loyalty in a manner the Manager reasonably believes to be in the best interests of the Company and its Members, and with such care as an ordinary prudent person in a similar position would use under similar circumstances. Accordingly, the Manager may not: act in any manner contrary to this Agreement; receive extra compensation not provided in this Agreement; 7-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 commingle Company funds; fail to disclose material facts involving transfers to or from the Company; or derive any personal profit from dealing with the Company. The Manager must account to the Company for any benefit received by the Manager without the consent of the Member from any transaction connected with the formation, conduct, or liquidation of the Company, or from any use by the Manager of Company property. The Manager shall hold any benefits he or she receives under this provision as trustee for the benefit of the Company. (c) Employing Professionals The Manager may employ any brokers, agents, accountants, attorneys, or other advisors as the Manager determines appropriate for managing the Company business. Section 7.03 Manager's Power to Amend The Manager may, without the consent of the Members, amend any provision of this Agreement or the Articles of Organization, and prepare and deliver any documents necessary to reflect: a change in the Company's name or its principal office location; the admission, substitution, or termination of Members according to this Agreement; a change that the Manager, with sole discretion, determines to be necessary or advantageous to qualify or to maintain qualification as a limited liability company or a company in which the Members have limited liability under the laws of any jurisdiction, or to ensure that the tax treatment of the Company does not change, other than under Article Two; a change that does not adversely affect the Members in any material respect or that is required or contemplated by this Agreement; or any other similar amendments. Any other amendments require the written consent of 85% of the Membership Interests unless other provisions of this Agreement require a higher percentage of the Members (such as liquidating the Company before its term expires). 7-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Section 7.04 Indemnification and Hold -Harmless Provision To the extent possible, this provision is intended to supersede any provision of Colorado law to the contrary. The Manager is not liable to any Member for any loss or damage incurred on behalf of the Company because of any act, omission, or forbearance if the Manager acted in good faith, in a manner that the Manager reasonably believed to be for the best interests of the Company, and within the scope of the authority granted to the Manager by this Agreement. (a) Gross Negligence or Willful Misconduct A Manager is personally liable if the Manager is guilty of fraud, intentional breach of this Agreement, gross negligence, or willful misconduct regarding an act, omission, or forbearance. (b) Good -Faith Acts, Omissions, and Forbearances Any act, omission, or forbearance by a Manager on advice of counsel to the Company must be conclusively presumed to have been in good faith. (c) No Personal Liability for Capital Contributions The Manager is not personally liable for the return of any portion of any Member's Capital Contribution. Any return of capital will only be made from Company assets. (d) Indemnity Provisions The Company shall indemnify and hold the Manager harmless from any loss, expense, or damage resulting from any act, omission, or forbearance of the Manager relating to the Company. The Company is not required to indemnify the Manager for any loss, claim, expense, or damage incurred because of the Manager's willful misconduct, gross negligence, or fraud. Section 7.05 Manager's Voluntary Resignation Subject to any contract between the Company and the Manager, any Manager may resign at any time, without prejudice to any Company rights under any contract to which the Manager is a party, by giving written notice to the Members. Any resignation will take effect on the date the notice is received or later if specified in the resignation notice. Unless otherwise specified, acceptance of the resignation notice is not required to make the Manager's resignation effective. A Manager's resignation will not prejudice the Company's rights under any contract to which the Manager is a party on behalf of the Company. 7-3 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Section 7.06 Manager Removal A Manager may be removed as Manager for cause by the affirmative vote of at least 85% of the Membership Interests, excluding the Manager at issue if the Manager is also a Member of the Company. For purposes of this provision, the term for cause includes: any material act of self -dealing by a Manager; any material act constituting gross negligence, willful misconduct, or fraud; any act constituting the willful and intentional disregard of a directive of the Members by a vote on a matter in which the Members have a vote under this Agreement or under the laws of the State of Colorado. The term material means a significant monetary damage to the Company as the result of the act, omission, or forbearance by a Manager constituting self -dealing, gross negligence, or fraud. The term material does not include: incidental or insignificant monetary damage to the Company; monetary damage incurred by someone who is not a Member and for which the Company is not liable; nor an intangible loss or damage that cannot be valued under the fair market valuation standards of federal tax law as reflected in pronouncements such as Revenue Ruling 59-60. If a court of competent jurisdiction or an arbitrator in binding arbitration conducted under the terms of this Agreement or by agreement of the Manager conclusively resolves the issues of self -dealing, willful misconduct, gross negligence, fraud, and material damage to the Company against the Manager, any voting attributes of a Manager who is also a Member will be disregarded in the vote to remove the Manager. Section 7.07 Bankruptcy Considered Act of Withdrawal by Manager Any person serving as Manager who becomes the subject of an order for relief or who is declared insolvent in any federal or state bankruptcy or insolvency proceeding will be considered to have resigned and withdrawn as Manager of the Company. Section 7.08 Revocation of Charter Not Considered an Act of Withdrawal Notwithstanding any provision in the Act, the revocation of an entity Manager's charter and the expiration of 90 days after the date of notice to the entity Manager or revocation without a reinstatement of its charter will not be considered an act of resignation or withdrawal by the entity serving as Manager. 7-4 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Section 7.09 Additional Managers Upon the unanimous consent of the Members and any then -serving Manager or Managers, any person (including a Member) may be designated a Manager at any time. Section 7.10 Vacancy in the Office of Manager If all of the Managers withdraw, are removed, or otherwise cannot serve as Managers for any reason, a majority of the Membership Interests of the Members shall, within 90 days after the date the last remaining Manager stops serving, designate one or more new Managers. The appointed Manager or Managers will automatically have the rights, authorities, duties, and obligations of a Manager under this Agreement. Section 7.11 Compensation and Expenses of Manager The Manager is entitled to receive a reasonable salary or other compensation for services provided. The Manager is entitled to reimbursement for reasonable costs and expenses the Manager incurs in conducting Company business. Section 7.12 No Bond Required Except to the extent required by law, no Manager is required to furnish bond or other security in order to serve as Manager. Section 7.13 Manager's Responsibility to File Necessary Forms and Make or Terminate Elections The Manager shall take all action necessary to assure prompt and timely filing of: the Articles of Organization and any amendments thereto according to this Agreement; all required state and federal tax returns, reports, and forms; and all state and federal tax elections or election terminations as determined by the Manager to be in the best interest of the Company. (Remainder of page intentionally left blank.) 7-5 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Eight The Members Section 8.01 Members' Names and Addresses The Manager shall maintain an updated list of all past and present Members of the Company, and their last known mailing addresses. The list must be kept as part of the Company records. Section 8.02 Limited Liability of Members Except under Article Four, no Member will be required to contribute capital to the Company for the payment of any losses or for any other purposes, and no Member will be responsible or obligated to any third party for any debts or liabilities of the Company in excess of the amount of: that Member's unpaid required contributions to the Company's capital; unrecovered contributions to the Company's capital; and that Member's share of any undistributed Company profits. Section 8.03 No Right to Participate in Management No Member may participate in the management and operation of the Company's business and its investment activities or bind the Company to any obligation or liability whatsoever. But a Member may exercise any power authorized by the Act that a Member may exercise without being considered to be taking part in the control of the business of the Company. (a) Title Transfer to Company Assets A Member may not transfer legal or beneficial title to property of the Company unless the Member acts according to the limited authority prescribed by the laws of the State of Colorado relating to the winding up of the Company in the absence of a qualified Manager. Any Member who acts in that capacity may do so only after first submitting an affidavit of fact stating the conditions under which the Member serves. Any affidavit prepared according to this provision must be kept with the Company records. (b) Members Must Not Bind the Company A Member must not perform any act that would bind the Company or any other Member. 8-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (c) Members Must Not Incur Expenditures A Member must not incur any expenditure on the Company's behalf. Section 8.04 Restrictions on Members' Withdrawal Rights No Member may withdraw from the Company or receive a return of any contributions to the Company until the Company is terminated and its affairs wound up according to the Securities Act and this Agreement. Any Member who does any of the following has breached this Agreement: attempt to withdraw from the Company; interfere in the management of the Company affairs; engage in conduct that results in the Company losing its tax status as a Company; engage in conduct that discredits the Company; own a Membership Interest that becomes subject to a charging order, attachment, garnishment, or similar legal proceedings; breach any confidentiality provisions of this Agreement; bring any legal action against the Company to force the dissolution of the Company, to force any distribution of Company assets, or to appoint a receiver; or fail to discharge a legal duty to the Company. Any Member who breaches this Agreement is liable to the Company for damages caused by the breach, including attorney's fees and expenses of litigation. The Company may offset damages against any distributions or return of capital to the Member who has breached this Agreement. Section 8.05 Restrictions on Assignees' Withdrawal Rights No Assignee has the right to receive a return of any contributions (whether the contributions were made by the Assignee or by an Assignor) until the Company is terminated and its affairs wound up according to the Act and this Agreement. Any Assignee who does any of the following will be considered to have breached this Agreement: interfere in the management of the Company affairs; engage in conduct that results in the Company losing its tax status as a Company; 8-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 engage in conduct that discredits the Company; breach any confidentiality provisions of this Agreement; bring any legal action against the Company to force the dissolution of the Company, to force any distribution of Company assets, or to appoint a receiver; or fail to discharge a legal duty to the Company. Any Assignee who breaches this Agreement is liable to the Company for damages caused by the breach. The Company may offset damages against any distributions or return of capital to the Assignee who has breached this Agreement. Section 8.06 No Right to Cause Dissolution No Member may cause the dissolution and winding up of the Company by court decree or otherwise. Section 8.07 Partition Waiver Each Member, individually and on behalf of the Member's successors and assigns, expressly waives any right to have any Company property partitioned. Section 8.08 Member Expulsion The Company may only expel a Member for violating this Agreement or for failing to make the Capital Contributions as required in Article Four. A Member may only be expelled on the unanimous consent of all Members, excluding the Member to be expelled, under Section 6.03(b). If a Member to be expelled is a Managing Member, the Managing Member will first be removed as a Manager under Section 7.06. An expelled Member loses all rights as a Member of the Company, and the expelled Member's Interests are converted to that of an Assignee. Section 8.09 Voting Members may only vote on the following matters: removing a Manager, subject to the provisions of Section 7.06; electing a successor Manager, subject to the provisions of Section 7.09; terminating and dissolving the Company; amending this Agreement; and 8-3 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, RC. 5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 any matter requiring the vote of the Members as set out elsewhere in this Agreement or in the Act. Members may vote by written consent, with or without a formal meeting. Assignees may not vote. Section 8.10 Limits on Voting Rights Despite any other provision in this Agreement, Members have no right to vote on the following matters: dissolving or liquidating the Company; distributing income or capital from the Company; withholding any distribution of income or capital from the Company; redeeming, liquidating, purchasing, or otherwise acquiring any Partnership interest owned by any Member or Assignee; returning capital to any Member or Assignee; and contributing partnership property to any charity or any charitable trust. Section 8.11 Access to Information Subject to the provisions of this Section, each Member is entitled to all information regarding the Company under the circumstances and subject to the conditions stated in this Agreement and the Act. Assignees have no right to information regarding the Company. All Members and any Assignees who obtain any information are subject to the confidentiality provisions of this Section. (a) Confidential Information The Members acknowledge that they may receive confidential information regarding the Company, the release of which may be damaging to the Company or to persons with whom it does business. Each Member shall hold in strict confidence any information regarding the Company that is confidential, and may not disclose it to any person other than another Member, except for disclosures: compelled by law (but the Member must notify the Manager promptly of any request for that information before disclosing it, if practicable); 8-4 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 OTC PARKWAY, GREENWOOD VILLAGE, CO 80111 to a Member's advisors or representatives, but only if they have agreed to be bound by the provisions of this Section; or that the Member also has received from a source independent of the Company that the Member reasonably believes was obtained without breach of any obligation of confidentiality. (b) Enforcement through Specific Performance The Members acknowledge that disclosure of confidential information may cause irreparable injury to the Company for which monetary damages are inadequate, difficult to compute, or both. Accordingly, the provisions of this Section may be enforced by specific performance. (Remainder of page intentionally left blank.) 8-5 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Nine Meetings and Notice Section 9.01 Special Meetings Special meetings of the Members or Managers may only be called by a majority in interest of the Members or Managers. Special meetings of the Members or Managers may only be called upon delivery to the Members or Managers of notice of a special meeting of the Members or Managers given according to this Agreement. Section 9.02 Meeting Notice The Manager shall deliver notice to each Member or Manager of record entitled to vote at the meeting at the address as appears in the Company records at least two but no more than 30 days before the meeting date. The notice must state the date, time, and place of any meeting of the Members or Managers and a description of the meeting's purpose. Section 9.03 Waiving Meeting Notice A Member or Manager may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed waiver to the Company to include in the minutes. If a Member or Manager attends any meeting in person or by proxy, the Member or Manager waives objection to lack of notice or to defective notice of the meeting, unless the Member or Manager objects to holding the meeting or transacting business at the meeting. The Member or Manager waives objection to consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the Member or Manager objects to considering the matter when it is presented. Section 9.04 Voting by Proxy The Members or Managers may appoint a proxy to vote or otherwise act for the Members or Managers under a written appointment form signed by the Member, Managers, or the person's attorney in fact. A proxy appointment is effective when received by the secretary or other Officer or agent of the Company authorized to tabulate votes. A fiduciary's general proxy is given the same effect as the general proxy of any other Member or Manager. A proxy appointment is valid for 11 months unless otherwise specifically stated in the appointment form, or unless the authorization is revoked by the Member or Manager who issued the proxy. Section 9.05 Action by Consent Any Action required or permitted to be taken at a meeting of the Members or Managers may be taken without a meeting if the action is taken by all the Members or Managers 9-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken. These consents, in the aggregate, must be signed by all of the Members or Managers entitled to vote on the action and delivered to the Company to be included in the minutes. Section 9.06 Quorum For any meeting of the Members, a quorum requires the presence of Members holding at least two-thirds of the Membership Interests. Section 9.07 Presence Any Member or Manager may participate in any meeting through the use of any means of communication by which all Members or Managers participating may simultaneously hear each other during the meeting. Any Member or Manager participating in this way will be considered present in person at the meeting. Section 9.08 Conduct of Meetings At any meeting of the Members or Managers, the Manager presides and the Members appoint a person to act as secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting, to be kept with the Company records. Section 9.09 Approval or Consent of Members Unless provided otherwise by the Securities Act or this Agreement, any action of the Members requires a vote or written consent of at least two-thirds of the Members in favor of the action. (Remainder of page intentionally left blank.) 9-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 OTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Ten Books, Records, and Bank Accounts Section 10.01 Books and Records The Manager shall keep books of account regarding the operation of the Company at the principal office of the Company, or at any other place the Manager determines. All Members and their duly authorized representatives will have access to the books at all reasonable times. The Manager shall keep the following records: a current list of the full name and last known address of each Manager and Member; a copy of the Articles of Organization (together with any amendments) and copies of any powers of attorney under which any certificate has been signed; copies of the Company's federal, state, and local income tax returns and any reports for the three most recent years; copies of this Agreement (together with any amendments); copies of any financial statements of the Company for the three most recent years; and any other documents required by law. Section 10.02 Accounting and Taxable Year The Manager shall keep books of account consistent with any method authorized or required by the Internal Revenue Code and as determined by the Manager. The Manager shall close and balance the books at the end of each Company year. The Company's Taxable Year is the period authorized or required by the Internal Revenue Code, and as determined by the Manager. Section 10.03 Reports Within a reasonable time after the end of each Taxable Year, the Manager shall provide all Members with the information necessary to prepare and file their respective tax returns. The Manager shall prepare all financial statements at the Company's expense. Section 10.04 Bank Accounts and Company Funds The Manager shall deposit all cash receipts in the Company's depository accounts. All accounts used by or on behalf of the Company are property of the Company, and will be to -t KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 received, held, and disbursed by the Manager for the purposes specified in this Agreement. The Manager must not commingle Company funds with any other funds. (Remainder of page intentionally left blank.) 10.2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Eleven Admitting Additional Members Section 11.01 Admission by Unanimous Consent of Members; Prerequisites Additional Members may only be added after the unanimous consent of the Members. Before being admitted as a Member, a prospective Member must first: provide evidence satisfactory to the Manager that admission of the prospective Member will not violate any applicable securities law, cause a termination of the Company under applicable provisions of the Code, or alter the status of any tax election made by the Company; pay all reasonable expenses connected with admission as a Member, including professional fees incurred in obtaining opinions or valuations; and agree to be bound by all of the terms of this Agreement by signing the Agreement. Section 11.02 Capital Contributions and Fair Market Value Other than contributions of cash or publicly traded securities, the fair market value of any property to be contributed by an additional Member as the initial Capital Contribution will be determined as agreed upon by the additional Member and the holders of a majority of the Membership Interests before the contribution is made. In the alternative, the Manager will appoint a disinterested appraiser to determine the value of the property to be contributed. The Manager may adopt and revise rules, conventions, and procedures as the Manager determines to be appropriate regarding the admission of Members to reflect the Membership Interest at the end of the year in accordance with the intentions of the Members. Section 11.03 Admissions Must Not Violate This Article Any attempt to admit an additional Member that violates this Article will be null and void. (Remainder of page intentionally left blank.) I1-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Twelve Transfer of Membership Interests by a Member Section 12.01 Transfer Restrictions Except as provided in this Article, no Member may transfer any Membership Interest either voluntarily or involuntarily by any means without the consent of the Manager. The Manager is not required to consent to any attempted transfer and will not be subject to any liability for withholding consent. Any attempted transfer of a Membership Interest or the admission of a Substitute Member in violation of this Article is null and void. Section 12.02 Transfer of Interest No Member may transfer any Membership Interest without first offering in writing to sell the Interest to the Company and to all other Members as provided in this Section. (a) Notice A Member who intends to transfer a Membership Interest must first give notice of the intent to transfer to the Company and to all other Members. Any notice of intent to transfer must include the following information. (1) Writing Explaining Terms of Offer If the Member received a written offer, a copy of that written offer must be attached to the notice. If the Member received only an oral offer, a written explanation of the oral offer must be attached to the notice. The written explanation must completely detail the purchase price and payment terms. (2) Certification of Genuine Offer The Manager shall certify in the written notice that the offer is genuine to the best of the Manager's knowledge. (b) Company's Priority Right to Purchase The Company has the first right to purchase all or any portion of the Membership Interest according to the terms of any written notice of an offer except as the Company may elect to modify the terms under Section 12.02(d) below. The Company may exercise this first right to purchase by 12-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 giving written notice of the Company's intent to purchase to the selling Member within 90 days of receiving the written notice of the offer. (c) Other Members' Priority Right to Purchase If the Company does not provide written notice of an intent to purchase the Membership Interest within 90 days of receiving the written notice of the offer or if the Company provides written notice of an intent not to purchase the Membership Interest, any Member may purchase any portion of the Membership Interest according to the terms of the offer except as the Member may elect to modify the terms under Section 12.02(d) below. A Member may exercise this right to purchase by giving notice of intent to purchase to the selling Member within 120 days of receiving the written notice of the offer. If more than one Member exercises the right to purchase the same Membership Interest, each Member may purchase a pro rata share of the Membership Interest in proportion to each Member's respective Membership Interest in the Company before the offer of sale. (d) Payment Terms under Company's or Members' Priority Right to Purchase If the Company or a Member exercises the priority right to purchase a Membership Interest as provided above, then the Company or purchasing Member may, at the buyer's discretion, pay the purchase price either: according to the payment terms specified in the written notice of the offer provided by the selling Member, or by delivering an unsecured promissory note made by the buyer for the purchase price. If the buyer chooses to pay the purchase price according to a promissory note, the note will bear a market rate of interest on the unpaid balance of principal. The principal amount of the note will be payable in 10 equal annual payments of principal and amortized interest. The first payment will be due on the first anniversary of the note. Subsequent payments will be due on each anniversary date until the note is paid in full. The note must provide for a 60 -day right to cure after notice of any default on any payment before acceleration of the unpaid balance of principal and interest. The buyer may prepay the note in whole or in part at any time without penalty. 12-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (e) Closing on Purchase by the Company or a Member The closing of any purchase of a Membership Interest under this Section will occur at the Company's principal office within 150 days from the date of the notice of intent to sell. (f) Transfer to Third Party after Non -Exercise of Priority Right If neither the Company nor any Member exercises their respective priority right to purchase the Membership Interest, the selling Member may transfer its Membership Interest to the party that made the original offer for the purchase price and on the terms in the original offer. The closing on any transfer to a third party under this Section must occur within 60 days from the earlier of: the expiration of the Company's and the other Members' priority rights to purchase; and the date on which the Company and all other Members have provided written notice of their intent not to exercise their respective priority rights to purchase. If the Membership Interest is not sold to the prospective purchaser within the specified time, the Company and the other Members will again be offered an opportunity to exercise their respective priority rights to purchase the Membership Interest under Section 12.02(b) and Section 12.02(e) above. Section 12.03 Additional Transfer Restrictions If any proposed transfer of Membership Interests or addition of a Substitute Member will terminate the Company under either Internal Revenue Code Section 708(b) or the Act, then the transfer is prohibited unless the Manager specifically approves the transfer. If not approved by the Manager, the attempted transfer will be disregarded and void ab initio. But the Manager may not approve any transfer or addition of a Substitute Member that violates any applicable federal or state securities law. Section 12.04 Transferee Treated as an Assignee until Admitted as a Substitute Member The transferee of a Membership Interest will hold the interest only as an Assignee until the transferee satisfies all the requirements of Section 12.05 to become a Substitute Member. As an Assignee, the transferee will have only those rights in Section 12.06. 12-3 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 This Section does not apply to any Membership Interest purchased under Section 12.10. Section 12.05 Conditions Required to Become a Substitute Member An Assignee will not become a Substitute Member and will not have any rights as a Member until all of the conditions, consents, and procedures in this Section have been fully satisfied. (a) Members' and Manager's Consent All Members, and the Manager must consent in writing to the admission of the Assignee as a Substitute Member. Any Member or Manager who does not affirmatively object to the admission of an Assignee within six months of the assignment of the Membership Interest will be deemed to consent to admitting the Assignee as a Substitute Member. Any written consent or objection must be delivered to the Manager. The Manager shall document any deemed consent under this Subsection. (b) Executing All Other Agreements The assigning Member and the Assignee shall sign, acknowledge, and deliver instruments of transfer and assignments to the Company, in the form and substance satisfactory to the Company. These instruments include the written acceptance and adoption by the Assignee of this Agreement, together with the Assignee's signing, acknowledgment, and delivery of a power of attorney to the Manager in the form and with the content specified in Section 15.02. (c) Reasonable Transfer Fee An Assignee shall pay a reasonable transfer fee to the Company. The Manager may, with sole discretion, establish the transfer fee amount on a case -by -case basis. (d) Effective Date of Admission as Substitute Member The effective date of an admission as a Substitute Member is the date on which all the remaining Members and Manager vote to accept the Assignee as a Substitute Member under this Agreement. Section 12.06 Assignee's Rights and Limitations An Assignee is entitled to receive distributions from the Company to the same extent that the transferring Member would receive distributions under this Agreement. Until the effective date that an Assignee is admitted as a Substitute Member, both the Company 12-4 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 50111 and the Members will treat the Assignor of the transferred Membership Interest as the absolute owner of the transferred Membership Interest except regarding any Member distributions made that are attributable to the transferred Membership Interest. An Assignee has substantially fewer rights than a Member. Assignees only hold a right to receive economic benefits when distributed from the Company in respect to the assigned Membership Interest. Other limitations on Assignees' rights include: access only to those Company records and information specifically authorized for the Assignees under the Act; no right to vote in any Company matters; and no other legal or economic rights. Section 12.07 Permitted Transfers A Member may only transfer a Membership Interest without the Manager's consent to a trust for his or her benefit, to his or her spouse, to a trust for the benefit of his or her spouse, to his or her immediate family or to a trust for the benefit of his or her immediate family, so long as the proposed transfer does not: cause the Company to terminate for federal income tax purposes; result in any event of default as to any secured or unsecured obligation of the Company; cause a reassessment of any real property owned by the Company; or cause other adverse material impact to the Company. The transferee of a Membership Interest transfer permitted by this Section will be admitted as a Substitute Member without the necessity of compliance with Section 12.05, but the Company may require the transferee to accept this Agreement in writing. Section 12.08 Amending Operating Agreement and Articles of Organization If required by law, upon the admission of a new Member, the Manager shall amend the Operating Agreement or the Articles of Organization to reflect any substitution of Members. (a) Substitute Member Acceptance upon Amendment Until the Operating Agreement or Articles of Organization are amended under this Section, an Assignee will not become a Substitute Member. 12-5 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (b) Assessing Fees If a Substitute Member's entry into the Company requires an amendment, the Manager may assess any fees, costs, or other expenses of any required amendment against that Substitute Member. Section 12.09 Member Disability The agent of a disabled Member acting under a durable power of attorney or the Legal Representative of a disabled Member may exercise all of the Member's rights and voting authority, and is entitled to receive distributions of cash or other property from the Company on behalf of the Member, but only if the agent or Legal Representative is a person or entity specifically listed as a permitted transferee in Section 12.07. If more than one agent or Legal Representative is entitled to act for a disabled Member, the Manager will designate in writing which agent or Legal Representative may act on behalf of the disabled Member. Section 12.10 Death of a Member Except for transfers to those persons or entities specifically listed as permitted transferees in Section 12.07, any interest that is transferred because of the death of a Member will be an Assignee interest. If a Member dies, the surviving Members may elect to purchase, and the deceased Member's Legal Representative —or the deceased Member's heirs, distributes, or beneficiaries, as the case may be —must sell the deceased Member's Membership Interest in the Company within 60 days after the deceased Member's date of death, upon the terms in this Section. Each of the surviving Members will purchase that portion of the deceased Member's Membership Interest in proportion to their percentage ownership of the total Membership Interests, unless they otherwise agree in writing. The purchase price for the deceased Member's Membership Interest will be determined under Section 12.11. If the deceased Member's Membership Interest is purchased under the provisions of this Section, the surviving Members will pay the purchase price to the deceased Member's estate either: in cash or by certified check, within 60 days after the deceased Member's date of death, or by delivering of unsecured promissory notes made by the other Members with the principal amounts of each note equaling the amount of the purchase price. If the surviving Members choose to pay the purchase price according to promissory notes, the notes will bear a 5% interest rate on the unpaid balance of principal, 12-6 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 compounded annually. The principal and interest will be payable monthly in equal payments of principal and amortized interest for 15 years, payable at the end of each month. The notes will provide for a 60 -day right to cure after notice of any default on any payment before acceleration of the unpaid balance of principal and interest. Each surviving Member may prepay his or her note in whole or in part at any time without penalty or prepayment of interest. Upon receipt of the purchase price or promissory note, as the case may be, the deceased Member's estate will deliver an assignment of the deceased Member's Membership Interest in the Company to the surviving Members, together with any other instruments required by the Company, including inheritance tax waivers, so that full and complete title to the deceased Member's Membership Interest in the Company can be transferred on the Company's books. If a sale to the surviving Members is not completed, and except for transfers to those persons or entities specifically listed as permitted transferees in Section 12.07, any Membership Interest that is transferred because of a Member's death will be an Assignee interest. A transferee of any transfer under this Section will be bound by all of the terms of this Agreement. Section 12.11 Purchase Price For purposes of a purchase of a Membership Interest in the Company referring to this Section, the purchase price for a Member's Membership Interest in the Company will be the fair market value of the Member's Membership Interest determined under this Section. Within 60 days after the end of each Taxable Year, the Members will determine the fair market value of each one percent Membership Interest in the Company for the then - current Taxable Year, and will sign a valuation certificate setting forth the fair market value. At any time, the Members may sign a new valuation certificate, revising the fair market value of each one percent Membership Interest in the Company. The most recent valuation certificate, duly signed by the Members, will replace all prior valuation certificates. The fair market value of each one percent Membership Interest in the Company, as redetermined from time to time, will take into account the tangible and intangible assets of the Company, other relevant factors, and liabilities of the Company. Goodwill is an asset of the Company. If the Members fail to redetermine the fair market value of each one percent Membership Interest in the Company within 60 days after any Taxable Year ends, the fair market value of each one percent Membership Interest in the Company for the purpose of establishing the purchase price will be determined by appraisal as follows. Not less than 10 days before the date of the purchase, the seller of the Membership Interest must appoint one Qualified Appraiser, and the 12-7 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 purchaser or purchasers of the Membership Interest must appoint one Qualified Appraiser. If either the seller or the purchasers fail to appoint a Qualified Appraiser, the Qualified Appraiser appointed by the other will determine the fair market value of each one percent Membership Interest in the Company owned by the seller. If the two Qualified Appraisers appointed by the seller and the purchasers fail to agree upon the fair market value of each one percent Membership Interest in the Company owned by the seller, the two Qualified Appraisers must appoint a third Qualified Appraiser five days before the date of the purchase, and the determination of the fair value of each one percent Membership Interest in the Company by the majority of the Qualified Appraisers will bind all parties. The seller and purchasers will bear the costs of any Qualified Appraisals. Section 12.12 Voting Rights of Transferred Interests A Member who transfers a Membership Interest to an Assignee will continue to hold all voting rights associated with the assigned Interest until the Assignee of the transferred Interest satisfies all of the requirements to become a Substitute Member under Section 12.05. In the case of an Assignee who holds an Interest received because of the death of a Member, the voting rights associated with the transferred Interest will be suspended and disregarded for purposes of calculating votes until the Assignee of the transferred Interest satisfies all of the requirements to become a Substitute Member under Section 12.05. This Section does not apply to any Membership Interest purchased under Section 12.10. Section 12.13 Non -Recognition of an Unauthorized Transferor Assignment; Accumulation of Amounts to Be Distributed The Company is not required to recognize the purported Interest of any transferee or Assignee who alleges to have received any Interest other than by an authorized transfer or Assignment under this Agreement. If the ownership of a Membership Interest is in doubt, or if there is reasonable doubt as to who is entitled to a distribution attributable to an Interest, the Manager may accumulate the amounts to be distributed until this issue is finally determined and resolved. The Manager shall credit any accumulated amounts to the Capital Account associated with the Interest. 12-8 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Section 12.14 Company's Unilateral Purchase Option for Interest Acquired without Consent The Company will have the unilateral option to purchase any Interest acquired by any transferee under this Section. For purposes of establishing the value of the Interest under this provision, the Interest will be considered the Interest of an Assignee. (a) Circumstances Triggering Purchase Option Any of the following circumstances will trigger the Company's unilateral right to purchase a transferee's Interest. Collectively these events are referred to as triggering events. The Membership Interest of a deceased Member passes to an individual or entity other than as permitted under Section 12.10. Any individual, entity, organization, or agency obtains a Member's Interest, whether inclusive or exclusive of voting rights, because of: any valid court order that the Company is required by law to recognize; being subject to a lawful charging order by a court of competent jurisdiction; a levy, voluntary or involuntary bankruptcy proceeding, or other transfer of a Membership Interest, with voting rights, that the Company has not approved but that the Company is required by law to recognize; or any decree of divorce or equitable division of property that transfers a Membership Interest in the Company. If the Company's unilateral purchase option is exercised, the Company will purchase the affected Interest of the transferee for the fair market value of the Interest, valued as the Interest of an Assignee. If the interest is transferred subject to a divorce decree or equitable division of property, the Company's unilateral option as to the transferred Interest will be suspended for a period of 90 days, and the divorcing Member will have all of the rights of the Company in this Section. If the divorcing Member fails to initiate exercise of the option within the 90 -day period, the Company's unilateral option right will be restored. 12-9 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (b) Terms and Conditions of Exercisable Purchase Option If the Company elects to exercise its unilateral purchase option, the following terms and conditions will apply to the transaction. (1) Written Notice of Intent to Purchase The Company will provide written notice to the Assignee or transferee within 90 days of the triggering event that the Company intends to purchase the Interest. If the Company does not provide written notice within 90 days of the triggering event, the Company's unilateral purchase option will lapse. (2) Exercise of Option and Date of Valuation If the Company provides written notice of its intent to exercise its purchase option, then the Company may exercise the option within 180 days from the first day of the month following the month in which the Company provided the notice. The valuation date for the Interest to be purchased will be the first day of the month following the month in which notice is delivered. (3) Written Appraisal Requirement Unless the Company and the transferee or Assignee agree otherwise, the fair market value of any Interest subject to the Company's purchase option will be determined by Qualified Appraisal performed by a Qualified Appraiser selected by the Company. The Qualified Appraiser must be qualified to perform business appraisals and to value limited liability company or partnership interests. (4) Acceptance or Rejection of Valuation If the transferee objects to the appraiser's valuation report, the transferee must deliver written notice of the objection to the Manager within 30 days from the date the transferee is provided with written notice of the valuation report. If the transferee does not object in writing within the required period, the report will be considered accepted as written. If the transferee objects to the valuation report, closing of the sale will be postponed for a reasonable time until the valuation of the Interest is resolved. 12-10 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (5) No Voting Rights during Purchase -Option Period Until the closing, the transferee will not be allowed to exercise any vote attributable to the Interest that is subject to the purchase option. The transferee will be entitled to all items of income, deduction, gain, or loss from the Interest. The transferee of the Interest will be an Assignee unless all conditions have been satisfied for the transferee to become a Substitute Member as described in Section 12.05. (6) Location and Date of Closing Closing of any sale under this Section will occur at the principal office of the Company within 45 days of the date on which the valuation report is accepted by the transferee or the date on which the valuation of the Interest is otherwise resolved. (7) Payment of Terms upon Exercise of Option In order to prevent unduly burdening the Company's resources, the Company may unilaterally elect to pay any purchase -money obligation in 30 equal annual installments. If the remaining term of the Company is less than 30 years, the Company may make equal annual installments over the remaining term of the Company. Interest on any unpaid principal amount will be determined at market rates determined as of the closing date and, at the option of the Company, may be adjusted annually as of the first day of each Taxable Year. In determining whether the remaining term of the Company is less than 30 years, the Company may assume that any option to extend the Company term will be exercised by the Members. If the option to continue is not exercised, then the balance will become due immediately upon dissolution of the Company. The first installment of principal and interest will be due on the first day of the Taxable Year following the closing date. Subsequent annual installments will be due on the first day of each subsequent Taxable Year until the entire obligation is fully paid. The Company may prepay any part of any purchase -money obligation at any time without premium or penalty. 12-11 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Thirteen Dissolution and Termination Section 13.01 Dissolving the Company The Company will be dissolved only if an event described in this Section occurs. (a) Date Designated by the Manager The Company will be dissolved on a date designated by the Manager with the unanimous written consent of the Members. (b) Judicial Dissolution The Company will be dissolved upon the entry of a decree of judicial dissolution by a court of competent jurisdiction. After dissolution, the Company shall conduct only activities necessary to wind up its affairs. Section 13.02 Liquidating the Company Property After dissolving the Company, the Manager, or a liquidator appointed by a majority of the Members, shall liquidate the Company property; apply and distribute the proceeds from the liquidation of the property under this Agreement; and cause the cancellation of the Company's Articles of Organization. (a) Creditor Payment and Provision for Reserves First, the proceeds from the liquidated property will be applied toward or paid to any non -Member creditor of the Company in the order of payment required by applicable law. After paying liabilities owed to non -Member creditors, the Manager, or liquidator shall set up a reserve of assets as the Manager, or liquidator determines is reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. (1) Creating an Escrow Account The Manager, or liquidator may, but need not, pay over any reserves for contingent liabilities to a bank to hold in escrow for later payment. 13-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.O,5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (2) Distributing Reserves The Manager, or liquidator shall distribute any remaining reserves after the Manager, or liquidator is reasonably satisfied that any liabilities have been adequately resolved. The remaining reserves will be distributed to the Members or their assigns in the order of priority for Member distributions set forth in this Agreement. (b) Distributing Property after Paying Liabilities and Establishing Reserves After paying liabilities and establishing reserves, the Manager, or liquidator shall satisfy any debts owed to Members with any remaining net assets of the Company, and then distribute any remaining assets to the Members in proportion to their positive Capital Account balances. (c) Non -Cash Assets If any part of the net assets distributable to the Members consists of notes, accounts receivable, or other non -cash assets, the Manager, or liquidator may take whatever steps it considers to be appropriate to convert the assets into cash or any other form to facilitate distribution. If any in -kind assets of the Company are to be distributed, those assets will be distributed using their fair market value at the distribution date, as determined by the Manager, or liquidator. Section 13.03 Company Property Sole Source Company property is the sole source for the payment of any debts or liabilities owed by the Company. Any return of Capital Contributions or liquidation amounts to the Members or Assignees (or both if the Company has Members and Assignees) will be satisfied only to the extent that the Company has adequate assets. If the Company does not have adequate assets to return the Capital Contributions, neither the Members nor Assignees will have any recourse against the Company or any other Members or Assignees, except to the extent that other Members may have outstanding debts or obligations owing to the Company. Section 13.04 Company Asset Sales during Term of the Company The sale of Company assets during the term of the Company does not constitute liquidation, dissolution, or termination of the Company as defined under this Article. The Manager may reinvest the sale proceeds in other assets consistent with the business purposes for the Company. Further, the Manager may participate in any real property exchange as defined in Code Section 1031 if the exchange fulfills the business purposes of the Company. 13-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Fourteen Dispute Resolution Provisions The provisions of this Article supersede any rules governing mediation or arbitration under the law of Colorado or any other jurisdiction. Section 14.01 Resolving Disputes among Members and within the Company The Members and Manager shall use the procedure outlined in this Article to resolve any dispute, contest, or claim that may result among any of the Members or between one or more of the Members or Managers and the Company that may relate to this Agreement. The purpose of the alternative dispute resolution procedures in this Article is to resolve all disputes, contests, and claims without litigation. Section 14.02 Notice of Controversy and Designating Authorized Representatives Any person (claimant) who has any dispute relating to the Company shall provide written notice to all Members and to any other person that has an interest in the controversy (respondents) describing the general nature of the controversy. The notice must designate an Independent Person as an authorized representative who is empowered to fully settle the controversy on behalf of the claimant. Two or more claimants may designate a common authorized representative. Each respondent shall also designate an Independent Person as an authorized representative who is empowered to fully settle the controversy on behalf of the respondent. Two or more respondents may designate a common authorized representative. Written notice of the designation of the authorized representatives must be delivered to each party within 10 business days from the date the respondents receive notice of the controversy. Section 14.03 Beginning the Dispute Resolution Procedure The authorized representatives shall conduct an initial meeting within 30 days from the date the claimant's notice is delivered to the respondents. The authorized representatives are entitled to collect and review all relevant evidence pertaining to the controversy and to negotiate and resolve the controversy. Resolution of any controversy by the authorized representatives is conclusive and binds all parties. 14-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 If the authorized representatives do not resolve the controversy within 30 days from the date of their initial meeting, they shall discontinue direct negotiations and submit the controversy to mediation. Section 14.04 Selecting a Mediator Within five days of discontinuing direct negotiations, the authorized representatives shall exchange written lists of persons whom they consider to be qualified to serve as a mediator. Within 15 days after they exchange these lists, the authorized representatives shall agree upon one mediator to mediate the controversy. If the authorized representatives do not agree on a mediator, the controversy will be submitted to binding arbitration under Section 14.10. Section 14.05 Time and Place for Mediation Conference The authorized representatives shall promptly designate a mutually convenient time and place for the mediation. If the authorized representatives fail to do so, the controversy will be submitted to binding arbitration under Section 14.10. Section 14.06 Discovery and Exchange of Information The authorized representatives are entitled to fully discover, obtain, and review all information relevant to resolving any controversy. Section 14.07 Delivery of Written Summaries; Authority to Obtain Professional Assistance At least seven days before the first mediation conference, each authorized representative shall deliver to the mediator a concise written summary of fact and law about the issues. The authorized representatives and the mediator may retain legal counsel, accountants, appraisers, and other experts whose opinions may assist the mediator in resolving the controversy. Section 14.08 Conducting Mediation The mediator determines the format for mediation conferences, ensuring the authorized representatives have an equal opportunity to review the evidence and any relevant technical and legal presentations. The mediator shall determine the time schedule for resolving the mediation and shall attempt to facilitate the parties' efforts to achieve final resolution of all disputed issues. If the mediator is unable to facilitate a final resolution of all issues, any unresolved issues will be submitted to arbitration under Section 14.10. 14-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Section 14.09 Final Determinations Bind All Parties Any final determination made by the authorized representatives, mediator, or arbitrator binds each party who receives notice of a controversy, even if the party does not respond or designate a representative, or if the party's authorized representative fails or refuses to participate in the designation of a mediator. Section 14.10 Arbitration If any controversy is not finally resolved according to the alternative dispute resolution procedures in this Article, the parties to the controversy shall submit to mandatory and binding arbitration. The controversy will be settled by arbitration according to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's judgment may be entered in any court having competent jurisdiction. If the arbitrator determines that the evidence produced through the arbitration process is insufficient to support a decision, the arbitrator may conclude the arbitration proceedings without a decision. Section 14.11 Settlement during Mediation or Arbitration At any time before the conclusion of any mediation or arbitration, the authorized representatives may enter an agreement to resolve the controversy. Any settlement agreement will be conclusive and bind all parties. Section 14.12 Qualified Appraisals If a Qualified Appraisal of the value of a Membership Interest is required in order to resolve a dispute, each of the parties to the dispute may choose a Qualified Appraiser to provide a valuation. In the alternative, the parties may agree to select one Qualified Appraiser. The mediator or arbitrator will determine to what extent the Qualified Appraisal will be used in resolving any dispute. Section 14.13 Right to Seek Equitable Relief If a party materially breaches this Agreement and if the other parties determine in good faith that immediate relief is necessary, the parties alleging the material breach may seek temporary restraining orders, preliminary injunctions, or similar temporary and equitable relief in a court of competent jurisdiction. Section 14.14 Prevailing Party Is Entitled to Recover All Reasonable Costs The prevailing party in any dispute between any Member or Manager and the Company or between the Members themselves is entitled to recover from the losing party all 14-3 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 reasonable costs incurred, including any attorney's fees and any costs of mediation, arbitration, court fees, appraisals, and expert -witnesses. (Remainder of page intentionally left blank.) 14-4 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Article Fifteen General Matters Section 15.01 Successors and Assigns Subject to the restrictions on transfer in this Agreement, this Agreement binds and inures to the benefit of the Members, and to their respective successors, personal representatives, heirs, and assigns. Section 15.02 Irrevocable Durable Power of Attorney By signing this Agreement, each Member (including any Substitute Member) irrevocably appoints the Manager as the Member's agent and attorney in fact, with all necessary powers to prepare and deliver any documents required to carry out this Agreement, including: the Company's Articles of Organization and any necessary amendments; the Company's dissolution if the Company is terminated; any amendment to this Agreement to be signed by the Members; any documents required by law to conduct Company business; and any documents concerning the acquisition, management, sale, or encumbrance of Company property that the Manager determines is necessary to conduct Company business. The Members acknowledge that this power of attorney is coupled with an interest and is irrevocable and will continue in effect if any Member becomes incapacitated. This power of attorney also survives the assignment of any Membership Interest and empowers the Manager to act to the same extent for any Substitute Members or Assignees. Any Manager may exercise the power by a facsimile signature or by listing all of the Members signing the instrument with a signature of the Manager as the attorney in fact for all of them. The Manager may not exercise this power of attorney in any way that would increase the liability of any Member beyond the Member's liability as set forth in this Agreement. Section 15.03 No Waiver Any Member's failure to insist upon strict performance of any provision or obligation of this Agreement, irrespective of the length of time for which the failure continues, is not a 15-1 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 waiver of that Member's right to demand strict compliance in the future. An express or implied consent to or waiver of any breach or default in the performance of any obligations under this Agreement is not a consent to or waiver of any other breach or default in the performance of the same or any other obligation. Section 15.04 Definitions For purposes of this Agreement, the following terms have the following meanings. (a) Act Act means the Uniform Limited Liability Company Act, as amended from time to time. (b) Additional Member Additional Member means a Member who is admitted to the Company after this Agreement is signed, but who is not a Substitute Member. (c) Additional Capital Contribution See Capital Contribution. (d) Affiliated Person Affiliated Person means a Member, a member of an individual Member's Immediate Family, a Legal Representative, successor, Assignee, or trust for the benefit of a Member and members of the Immediate Families of the individual Member, and any corporation or other legal entity of which a majority of the voting interest is owned by any one or more Affiliated Persons. (e) Agreement Agreement means this Operating Agreement, as amended from time to time. (f) Articles of Organization Articles of Organization means the Articles of Organization filed with the Secretary of State of Colorado as required by the Act, or any other similar instrument required to be filed by the laws of any other state in which the Company intends to conduct business. (g) Assignee Assignee means the recipient of a Membership Interest by Assignment. 15-2 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (h) Assignment Assignment means any method —direct or indirect, voluntary or involuntary —by which the legal or beneficial ownership of any interest in the Company is transferred or changed, including: any sale, exchange, gift, or any other form of conveyance, assignment, or transfer; a change in the beneficial interests of any trust or estate that holds any interest in the Company and a distribution from any trust or estate; a change in the ownership of any Member or Assignee that is a corporation, partnership, limited liability company, or other legal entity, including the dissolution of the entity; a change in legal or beneficial ownership or other form of transfer resulting from the death or divorce of any Member or Assignee or the death of the spouse of any Member or Assignee; any transfer or charge under a charging order issued by any court; and any levy, foreclosure, or similar seizure associated with the exercise of a creditor's rights in connection with a mortgage, pledge, encumbrance, or security interest. Assignment does not include any mortgage, pledge, or similar voluntary encumbrance or grant of a security interest in any Interest in the Company. (i) Bankrupt Bankrupt means filing a petition in voluntary bankruptcy, an assignment taken voluntarily or involuntarily by a Member for the benefit of creditors, or other action under any federal or state law for the benefit of an insolvent party. Bankrupt does not include filing a petition of involuntary bankruptcy against a Member if the petition is dismissed within 45 days from the filing date, nor does it include the issuance of a charging order against a Member's Interest if the charging order is removed within 10 days of being served. 15-3 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (j) Capital Account Capital Account means the account established and maintained for each Member under Section 4.04 and under Treasury Regulation Section 1.704- 1(b)(2)(iv), as amended from time to time. (k) Capital Contribution Capital Contribution means the total cash and other consideration contributed and agreed to be contributed to the Company by each Member. Each Initial Capital Contribution is shown in Exhibit A, attached and incorporated into this Agreement. Additional Capital Contribution means the total cash and other consideration contributed to the Company by each Member other than the Initial Capital Contribution. Any reference in this Agreement to the Capital Contribution of a current Member includes any Capital Contribution previously made by any prior Member regarding that Member's Interest. The value of a Member's Capital Contribution is the amount of cash plus the fair market value of other property contributed to the Company. (I) Cash -Flow Earnings Cash -Flow Earnings means the net income, including capital gains income, realized by the Company for the Taxable Year, reduced or increased according to the following guidelines. (1) Net Income Reductions Net income will be reduced by the actual payment of items that are not deductible by the Company for federal income tax purposes, including nondeductible travel and entertainment expenses, charitable contributions, nondeductible interest payments, the payment of debt principal and interest, the acquisition of depreciable property during the Taxable Year to the extent that the cost is not fully deductible in the year of acquisition, and any other payment that represents an actual decrease in the cash available to the Company. (2) Net Income Increases Net income will be increased by the amount expended for intangible expenses for federal income tax purposes. Intangible expenses include depreciation, depletion, and amortization costs reported as deductions for federal income tax purposes, but do not include depreciation 15-4 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 reported as an expense that is deductible under Internal Revenue Code Section 179. (3) Treatment of Gain on Asset Sale The gain from the sale of a Company asset will be included in determining the Company's net income for distribution purposes to the extent of payments of the gain amount actually received by the Company for the Taxable Year. Deferred payments of' gain under an installment sale or other deferred payment arrangement will be considered income in the year a payment is actually received. The computation of Cash -Flow Earnings does not include income from a partnership, trust, limited liability company, or other organization classified by federal tax law as a pass -through entity to the extent that distributions of income from the pass -through entity are not actually received during the Taxable Year or within 60 days after the close of the Taxable Year. Subsequent distributions to the Company from a pass - through entity that are attributable to income realized and reported for a prior year will increase the Cash -Flow Earnings for distribution purposes. Cash -Flow Earnings determined for distribution purposes do not include reasonable reserves. Reserves are amounts needed for working capital, debt service, deferred maintenance, and for anticipated capital improvements. Cash -Flow Earnings take into account the obligation of the Company to the payment obligations of interest to Members who have advanced funds to the Company as loans and the payment of any guaranteed payment obligations of the Company. The distribution of earnings may be deferred for a reasonable time to the extent that the Company does not have available cash to satisfy the distribution amount. The term available cash indicates the actual cash of the Company in checking accounts, money market funds, and 90 -day Treasury Bills. (m) Charity Charity includes any organization of a type described in Internal Revenue Code Sections 170(c), 2055(a), and 2522(a). (n) Charitable Trusts Charitable Trust includes any charitable remainder trust created under Internal Revenue Code Section 664 or any charitable income trust created under Treasury Regulations Section 1.170A -6(c); Treasury Regulations Section 25.2522(c); or Treasury Regulations Section 20.2055-2(e). 15-5 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (o) Company Company means KOOBIE ENTERPRISES, LLC, a Colorado Limited Liability Company. (p) Delivery Delivery means: personal delivery to a party; mailing by certified United States mail to the last known address of the party to whom delivery is made, with return receipt requested to the party making delivery; facsimile transmission to a party when receipt is confirmed in writing or by electronic transmission back to the sending party; or electronic mail transmission to a party when receipt is confirmed in writing or by electronic mail transmission back to the sending party. The effective date of delivery is the date of personal delivery or the date of the return receipt, if received by the sending party. If no return receipt is provided, then the effective date will be the date the transmission would have normally been received by certified mail if there is evidence of mailing. (q) Disability Disability of a Member means that any one of the following has occurred: the Member has been declared incompetent, incapacitated, or otherwise legally unable to effectively manage his or her property or financial affairs by a court of competent jurisdiction; the Member's incapacity has been certified in writing by two licensed physicians, one of whom is the Member's personal physician, after examining the Member; the Member has disappeared or is absent for unexplained reasons, causing the Member to be unable to manage his or her property or financial affairs effectively; or 15-6 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 the Member is being detained under duress or under law, causing the Member to be unable to manage his or her property or financial affairs effectively. A Member's disappearance, absence, or detention under duress may be established by an affidavit of any Manager; or, if the individual in question is the only Manager, by the affidavit of any other Member, The affidavit must describe the circumstances of the individual's disappearance, absence, or detention. Any third party dealing in good faith with the Company may rely upon the affidavit. Upon regaining capacity, a formerly incapacitated Member will have all the rights, power, and authority originally granted to the Member by this Agreement. (r) Immediate Family Immediate Family means any Member's spouse (but not a spouse who is legally separated from the person under a decree of divorce or separate maintenance), parents, parents -in-law, descendants (including descendants by adoption), brothers, sisters, brothers-in-law, sisters-in-law, and grandchildren -in-law. (s) Including and Includes In this Agreement, the words include, includes, and including mean include without limitation, includes without limitation, and including without limitation, respectively. Include, includes, and including are words of illustration and enlargement, not words of limitation or exclusivity. (t) Independent Person Independent Person means an individual who is not related to or subordinate to a claimant or respondent of any controversy concerning the Company, is not a Member of the Company, and has no financial stake in the resolution of the controversy other than fair and reasonable compensation for services provided to resolve the controversy. (u) Initial Capital Contribution See Capital Contribution. (v) Internal Revenue Code References to the Internal Revenue Code or to its provisions are to the Internal Revenue Code of 1986, as amended from time to time, and any 15-7 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 corresponding Treasury Regulations. References to the Treasury Regulations are to the Treasury Regulations under the Internal Revenue Code in effect. If a particular provision of the Internal Revenue Code is renumbered or a subsequent federal tax law supersedes the Internal Revenue Code, any reference is to the renumbered provision or to the corresponding provision of the subsequent law, unless the result would be clearly contrary to the Members' intent as expressed in this Agreement. The same rule applies to Treasury Regulations references. (w) Legal Representative or Personal Representative The terms Legal Representative and Personal Representative mean a person's guardian, conservator, executor, administrator, Trustee, or any other person or entity personally representing a person or the person's estate. (x) Majority in Interest; 85% in Interest of the Members Majority in Interest means that 51 or more votes out of 100 votes that may be cast will determine the matter subject to the vote. 85% in interest of the Members means that at least 85 votes out of the total 100 votes that may be cast will determine the matter subject to the vote. (y) Manager Manager means any individual or legal entity designated in this Agreement as a Manager. A Manager conducts the business of the Company and is authorized to exercise the powers and duties of Manager detailed in this Agreement. (z) Market Rate of Interest or Market Rate The terms market rate of interest and market rate mean the rate of interest identified as the prime rate by the Wall Street Journal in its "Money Rates" column; or, if two or more rates are reported as the prime rate, the average of the two or more. If Internal Revenue Code Sections 483 and 1274A apply to this transaction, the minimum rate of interest of the purchase money obligation will be fixed at the rate of interest then required by those Sections. (aa) Member Member means any person or legal entity designated in this Agreement as a Member or any person or legal entity who becomes a Member under this Agreement. 15-8 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (bb) Members The term Members means all of the Members of the Company. (cc) Membership Interest Membership Interest means the ownership interest and rights of a Member in the Company, including the Member's right to a distributive share of the profits and losses, the distributions, and the property of the Company and the right to consent or approve Company actions. All Membership Interests are subject to the restrictions on transfer imposed by this Agreement. Each Member's Interest is personal property and no Member will acquire any interest in any of the assets of the Company. Each holder of a Membership Interest will have the right to vote the holder's proportionate interest in the Company regarding all matters that Members have a right to vote on under this Agreement or by law. Example: A Member with a Membership Interest of 35.5% will have a 35.5% ownership interest in the Company, and will have 35.5 votes out of 100 votes that may be cast on matters that require the consent or affirmative action of the Members. Membership Interests may be adjusted from time to time under Article Three. (dd) Person Person has the same broad meaning as defined in Internal Revenue Code Section 7701(a)(1). The term specifically includes the Company; its successors and assigns; each Member or Assignee, and their successors, assigns, heirs, and personal representatives. The phrase each other person identifies any individual, corporation, partnership, limited liability company, trust, or other party whose interest may be affected, adversely or otherwise, by the resolution of any dispute, contest, or claim. (ee) Property Property means all Company property and rights as described in Exhibit A and any property —real or personal, tangible or intangible —otherwise acquired by the Company. (ff) Qualified Appraiser and Qualified Appraisal A Qualified Appraiser means an appraiser who is a Member of the American Society of Appraisers, Business Valuations Division and 15-9 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 accredited to perform business appraisals or valuations by this organization; or, alternatively, a certified public accountant accredited in business valuation by the American institute of Certified Public Accountants. A Qualified Appraisal means any appraisal performed by a Qualified Appraiser. (gg) Securities Act Securities Act refers to the Securities Act of 1933, as amended. (hh) Substitute Member Substitute Member means any person not previously a Member who acquires a Membership Interest and is admitted as a Substitute Member according to the terms of Section 12.05 of this Agreement. (ii) Taxable Year Taxable Year means the calendar year or any other accounting period selected by the Manager. Taxable Year is synonymous with fiscal year for all purposes of this Agreement. Section 15.05 Changing the Company's Situs The Company's situs may be changed only by the unanimous written consent of all of the Members and the Manager. Section 15.06 No Duty to Mail Articles of Organization The Manager does not have an obligation to deliver or mail copies of the Articles of Organization or any amendments to the Members unless required to do so by the Act. Section 15.07 General Matters The following general provisions and rules of construction apply to this Agreement: (a) Multiple Originals; Validity of Copies This Agreement may be signed in any number of counterparts, each of which will be deemed an original. Any person may rely on a copy of this Agreement that the Manager certifies to be a true copy to the same effect as if it were an original. 15-10 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (b) Singular and Plural; Gender Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. The word or, when used in a list of more than two items, may function as both a conjunction and a disjunction as the context requires or permits. (c) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and Subsections used within this Agreement are included solely for the reader's convenience and reference. They have no significance in the interpretation or construction of this Agreement. (d) Governing Law This Agreement is governed, construed, and administered according to the laws of Colorado, as from time to time amended, except as to trust property required by law to be governed by the laws of another jurisdiction, and unless the situs of administration is changed under Section 15.05. (e) Notices Unless otherwise stated, whenever this Agreement calls for notice, the notice must be in writing and must be personally delivered with proof of delivery, or mailed postage prepaid by certified mail, return receipt requested, to the last known address of the party requiring notice. Notice is effective on the date personally delivered or on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice will be effective on the date it would normally have been received by certified mail. If notice is required to be given to a minor or incapacitated individual, notice must be given to the minor or incapacitated individual's parent or Legal Representative. (f) Severability The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision of this Agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this Agreement are to be construed as if the invalid provision had never been included in this Agreement. 15-11 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.O.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (g) Acceptance Each Manager and Member has reviewed this Agreement, accepts all its provisions, and agrees to be bound by all the terms, conditions, and restrictions contained in this Agreement. Signed: MANAGERs: Chelsea Johnson Justin Johnson MEMBERS: Chelsea Johnson Justin Johnson 15-12 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 (g) Acceptance Each Manager and Member has reviewed this Agreement, accepts all its provisions, and agrees to be bound by all the terms, conditions, and restrictions contained in this Agreement. Signed: MANAGERS: Chelsea Johnson Justin Johnson MEMBERS: Chelsea Johnson Justin Johnson 15-12 KOOBIE ENTERPRISES, LLC LAW OFFICE OF BRIAN BUDMAN, P.C.5105 DTC PARKWAY, GREENWOOD VILLAGE, CO 80111 Tel: 303-792-:450 P.O. Box 630027 EUGENE G. COPPOLA P. E., PTOE Fax: 303-79b5990 littleton, CO 80163-0027 June 25 , 2015 Carrie da Silva CES Consultants 721 4�h Street, Suite I Ft. Lupton , CO 80621 RE : Johnson Commercial/Shop Building Traffic Narrative 26994 CR 15 Weld County , CO Dear Carrie : I have evaluated site traffc related to the proposed Johnson Construction building in Weld County. The site is located along the east side of CR 15 just south of Coyote Ridge Lane . Specifc treffic items are identified and discussed in the following sections of this traffic narrative . PROJECT OVERVIEW The Johnson development wili be a 7,000 square foot, two story commercial/shop building for use by its construction concrete company . This is an existing business that will be relocated to this site . A number of existing buildings currently occupy the site and will remain . A concept plan is attached . SITE TRAFFIC This development will be built in one phase. At full operation , the site wlli have Z0 employee vehicles, 5 crew pickup trucks, 5 trailers, a dump truck, and a van . Principal operating hours will be from 6 : 00 AM to 6 : 00 PM with emergency work or maintenance performed outside these hours . All activities are related to concrete installation with most work functions occurring at work sites . Two work shifts are expected . The primary shift will have 16 employees working from 6 : 30 AM to 4 : 00 - 6 : 00 PM . The end of the work shift will be variable depending on work completion , travel time, traffic conditions, and other such factors . The other work shift will have 4 employees and will occur during the normal business hours of 8 : 00 AM - 4 : 30 PM . Routine site traffic will include mail , deliveries, trash , and fuel and supply vehicles. Excluding mail, the other indicated trips are expected 1 - 3 times per week . All site traffic will use CR 15 to access the Johnson site , CR 15 is a paved two lane roadway carrying a local roadway designation . The posted speed limit is 55 MPH . The operator estimates that site traffic will be typically distributed equally to the north and south of the site on CR 15 . This is 6ased on typical work areas and the location of employee residences . An email with the operator's estimate of employee tra�c distribution is attached . Based on planned site operations, the fo� lowing peak hour and daily trips are expected . I _ One Way Site Trips AM Peak Hour PM Peak Hour � ' In Out In � Out Daily Round Trl ;�r, �i Trucks_ j - - , - - _ , 1 - - 1 Pickups -- 5 3 - - 5 Deliveries - Misc - - - - i - - ' _ _ 4 Employees 16 - - - - 16 20 � TOTAL 16 6 4 1G 30 As indicated above, this development is expected to generate 22 morning peak hour irips, 20 afternoon peak hour trips and 60 daily trips ( 30 round trips ) . Peak hour and daily traffic at the site driveway to CR 15 is shown on the following figure . N w � Zi5 ♦ ► 2!8 Site Drive v � `s c � � � U LEGENDt AM/PM Peak Hoai Daity PEAK HOUR SITE TRAFFIC IMPROVEMENTS Turn lane needs related to Johnson concrete were assessed using the Weld County turn lane warrants shown below. . More than 10 peak hour vehicles turning left into the facility warrants a left turn deceleration lane . More than 25 peak hour vehicles turning right into the facility warrants a right turn deceleration lane . More than 50 peak hour vehicles turning right out of the facility warrants a right turn acceleration lane Site traffic at the driveway intersection was compared to County turn lane warrants . That evaluation determined that the Johnson development will not warrant any turn lane improvements . In summary, the above documented investigations indicate that )ohnson Concrete can be served by the existing roadway system . Furthermore, it can be stated that this development is viable from a traffic engineering perspective . I trust this traffic narrative will meet your current needs . Please give me a call if you have any questions or need further assistance . Sincercly , � , - Eugene G . Coppola , P . E . , PTOE I -= - - . ; � f-I - ,: � - , _ � _ la �—�I - � \� � ' ,� ; . i O � •, ,� '�p � ' � � . �+ ��, . � >o ('� � I I I - � � �. \\ �.. . . , . . � 1 � �� y� � � � � vROPO5E0 7.000 5.I, - � � I � \ � PMO-STORY COYY[AtlAL BUIlDIN6 , I i pqpPp5CD DABKUHO � � n li I � I iy I� �� \ � \ .. � � � � � � !F �� /� � � I � � ' r � I TT � LOT � ROP0.C^ COkuERqA� ACL(SS � I `. ' — ,. .. . . . 1 � E%. STM1CiURE � TO GCYIIN i COUNTY ROAD 56 �i- , -- _ — ' � N E%. Rf51D�.n '� .. g � I I ' I • I I � E%. S�RUCNRE . I I� i0 AEuuY �\ � E%. STRUCNRE I � TO YEYAIM . � V� I I I + ' � ¢.\I � � �\ C%. $inUs.. ..: . � �� TO 9Cv:.�. � 1 � � , j � �i ` , , , . , , . , � � ` � '�, I \a� AND GA5� / SR6�CN � � � I ��-. � � , , � I ' � � � I � , � i TrafficPE (Gene Coppola� From: Carrie da Silva [carrie@cesconsultantslic. com] Sent: Friday, June 12, 2015 4:06 PM To: tra�cpe@comcast. net Cc: kurt@cesconsultantslic.com Subject Johnson Project - Traffic Info Gene- I spoke with the owner of the Johnson Project and of the 16 personal vehicles on the first shift, 8 come from the north and 8 come from the south. Then, for the second shfft of the 4 personal vehicles, 2 come from the north and 2 come from the south . Let me know if you need any additional information Thanks ! Carrie da Silva, P E GES Consultants , LLC 721 4'" Street, Suite I Ft Lupton, Colorado 80621 (970) 373-4480 (office) (720) 989-6860 (cell ) www cesconsultantsllacom CES Consultants, LLC DRAINAGE REPORT FOR A CONCRETE Lot A, AmRE-3340 I1viPRovEMENTs Jo�-nvsTowlv, CoLoxaDo Prepared for: A CONCRETE 26994 CR 15 Johnstown, Colorado Prepared by: CES CONSULTANTS, LLC 421 4`" Street, Suite I Ft. Lupton, Colorado 80621 (970) 373-4480 Febniary 2016 CES Consultants, LLC February 23, 2016 Mr. Wayne Howard Weld County Gngineering Department 1555 North 17°i Avenue Greeley, Colorado 80631 Re: Drainage Report for A Concrete Lot A, AmRE-3340 Improvements, Johnstown, Colorado Dear Mr. Howard: CES Consultants, LLC, on behalf of A Concrete, is submitting this Drainage Report for the Lot A, AmRE-3340 Improvements for your review. This report includes information on the detention pond and water quality design for the proposed project. If you have any questions or comments concerning this report, please feel free to contact me at (970)-373-4480. Sincerely, CESCONSULTANTS, LLC �.�,- �,, �^�^�'_ Carrie da Silva, P.E. Principal 721 4'" Street, Suite I • FL Lupton, CO 80621 • Phone: (970) 373-4480 ENGINEER' S CERTTFICATION I hereby certify that this report for the drainage design for the Lot A, AmRE-3340 Irraprovements was prepared under my direct supervision in accordance with the provisions of the Weld County storm drainage criteria for the owners thereof. Pp0 LICF ,....., �;'� ORE/ �'. � Q� •� o �.�.1'Y� ;� °v : �- Carrie da Silva , � . v • ` �43769 � � Registered Professional Engineer �o' �IZ S,� � ':� State of Colorado No. 43769 �� R . . � Op '••.....••' G� FSSIONA�EN CERTIFICATION OF COMPLIANCE ENGINEERING DESIGNED TO VYELD COUNTY CODE STANDARDS AND CRITERIA I, Canie da Silva, Consultant Engineer for A Concrete, understand and acknowledge that the Applicant is seeking land use approval of Lot A, AmRE-3340 Improvements for the property described on the site plan attached. I have designed or reviewed the design for the proposed land use set forth in the Application. I hereby certify, on behalf of Applicant that the Design will meet all applicable drainage requirements of the Weld County Code with the exception of vaziance(s) described below. This certification is not a guarantee or warranty either expressed or implied. , it�v.,-�_ (:�. �n— Carrie da Silva Pp0 ��c Registered Professional Engineer � .••••••A••� . State of Colorado No. 43769 .• �MORq1 •. i• y� , �1��O i ' � U. rJ�-^. (. 9inSp ; � 43Z¢9 � ; '; "�"Z,�1� u,': . . � Q�oFFSB/pNAI ENA�� TABLE OF CONTENTS Paee 1 .0 Introduction.. ... .. .. ... . . .. .. . ... .. ...... .. . . . .. . . . . . . . . .. .. . .. .. .. . . . . . . . . . . . . . .. . .. . . . . . . .. . . . .. . .. . . . . . . .. ... .. . .. ... . .... . . . . . ... l 2.0 Intent . . . .. . . . .. . . . . . . . .. . . . . . ... .. ... .. . .. ... .. . .. .. . .. ... . . . . . . . . . . . .. ... . . ... . . . .. . . . . . . . . ... . . . . . ... . . . . . .. . .. . .. . ..... .... . . . .. . .. 1 3.0 Design Reference .. ... . ...... ........ ... .. ... .... ... . . . .. .. . . . .. ... . ...... .. . .. ... ..... ..... .. . .. . ... .. ... .. ... ... . .. ... ... . . . .... 1 4.0 Existing Drainage Characteristics. .... ....... .. .. . .. .............. . . . . . . .. ...... .. .. . .. . .. ... .. ... ... ... . ......... . . ... . . l 5 .0 Developed Drainage Characteristics.... . . . . . . . . .. . . .. .. ... .. .. . . .... .... .. .. . .. .. . .. . .. .. . .. . .. . .. ... .......... ..... ...2 6.0 Conclusion .. ... ... . . . . . . . . . . . . . .. . . . . . . .. . . . .. . . . . . . . . . . . .. .. . .. .. . . .. . . . .. . . . . . . .. . .. . . . . . . . . . . . .. . . . . . . . . . . . . .. . . . .. . . . . ... . . . . . . . .2 Anneudrees HydrologicSoillnformation.... .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A Detention Ponding Sizing Calculations Water Quality Ponding Calculations Supporting Tables and Figures.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B Grading and Drainage Plan ........... ............ . . . . . . ......... . . .. . .... . . ... ........... .........................................Attached - i - DRAINAGE REPORT FOR LOT A, AmRE-3340 IMPROVEMENTS WELD COUNTY, COLORADO 1. 0 INTRODUCTIDN The existing Lot A, AmRE-3340 consists of approximately 8.0 developable acres located at the southeast intersection of WCR 15 & Coyote Ridge Lane. The USR Boundary includes the entire parcel; however the proposed improvements will be located on the north side of Lot A. This area consists of approximately 3 .96 acres (See Attached Map). An existing shop (to remain) is located on the site within the proposed USR Boundary. The existing house is owned by the applicants and they rent it out at this time. Access to the existing shop and residence is off of WCR 15 . The proposed project will consist of constructing an approximately 7000 square foot, single- story commercial office/shop building with parking for use as the headquarters for their concrete conshuction company. The proposed project will also contain a fenced gravel area for vehicle and equipment storage. An 8 foot to 10 foot tall fence will be installed to provide security and screening. The proposed building and parking lot will access the site from WCR 15 . The company has 4 full time staff that will work at the site, and 36 employees that will park their personal vehicles at the site in the morning and pick up their work vehicles to use during the day. The company's work vehicles (Ford 550 trucks and one dump truck) will remain parked overnight at the site. 2. 0 INTENT The purpose of this report is to provide a drainage design for the proposed USR submittal, Lot A, AmRE-3340 Improvements. This report examines the directing of the developed stormwater from the site and the required detention ponding. The repoft also examines the requirement for water quality ponding of the runoff flows. 3. 0 DESIGN REFERENCC The drainage design criteria were taken from the "Urban Drainage Storm Druinage Criteria Manual, Volumes 1, 2 and 3 " and the " Wedd County Strom Drainage Criteria Addendum to the Urba» Drainage Storm Drainage Criteriu Manuads ". 4. 0 EX/STING DRA/NAGE CHARACTERISTICS Historically, the existing topography of the site slopes from the northeast to the southwest comer at a 1 .0 % to 1 .5% grade. - 1 - This runoff then flow to an existing borrow ditch located along Weld County Road 15. See the Grading and Drainage Plan in the back pocket of this report that shows the existing contours and drainage facilities. The existing soil for this lot consists of loams and has a Hydrologic Soil Group Rating of B and C. 5. 0 DEVELOPED DRAINAGE CHARACTERISTICS The proposed developed runoff from the site (north portion only) will flow to a proposed detention pond via surface flow and through a proposed storm pipe to the pond. A portion of the runoff from the north will flow to a swale and then into a proposed azea inlet drain and tl�rough a proposed I S" RCP to the detention pond. This detention pond has been designed to detain the developed runoff from the addition of the new commercial building, parking and gravel storage area. An outlet structure has been designed to release the 100- year flow and to account for water quality. The total Pond volume required and provided is 9,450 cubic feet. This total also includes the required water quality capture volume of 2,047 cubic feet. One foot of freeboard has also been provided for this pond design. The outlet structure has been designed using a 40-hour drain time. (See Appendix B for ouflet details.) The proposed detention pond will release into a proposed 18" RCP and will daylight through an 18" RCP into the existing borrow ditch along Weld County Road 15 . This release is 3.96 cfs, which conelates to one CFS per acre of developed land. The remaining portion of Lot A will continue to sheet flow historically. 6. 0 CONCLUSION In conclusion, the proposed Lot A, AmRE-3340 Improvements will not adversely affect the existing drainage facilities or drainage pattems surrounding the site. The drainage design of this proposed project complies with the Weld Couuty Strom Drainage Criteria. Detention pond sizing calculation and water quality ponding calculations are included in the Appendix. The Grading and Drainage Plan for Lot A, Am-RE-3340 is attached for your review. - 2 - APPENDIX A SOIL INFORMATION Hydrologic Soil Grou�--Weld Counry, Colorado, Southem Part A Concrete USR Site Hydrologic Soil Group Hydroloplc Soil Grou� Summary by Mep Unit — Weld CouMy, Colondo, Southem Part (CO678) Map unk symbal Map unit name Retlng Acres In AOI Percent ot AO1 16 Colby loam, 3 to 5 B 3.9 44.8°� percent slopes � � 42 Nunn day loam, 1 to 3 C 3.6 I 42.1 % percent slopes � S0 I� Weld loam, 3 to 5 percent � C 1 .1 I 13.1 % slopes I �I Totals for Area of Interest 8.6 1D0.0% �� Description Hydrologic soil groups are based on estimates of runoff potential. Soils are assigned to one of four groups according to the rate of water inflltration when the soils are not protected by vegetation, are thoroughly wet, and receive precipitation from long-duration storms. The soils in the United States are assigned to four groups (A, B, C, and D) and three dual classes (A/D, BID, and C!D). The groups are defined as follows: Group A. Soils having a high infiltration rate (low runoff potential) when thoroughly wet. These consist mainly of deep, well drained to excessively drained sands or gravelly sands. These soils have a high rate of water transmission. Group B. Soils having a moderate infiltration rate when thoroughly wet. These consist chiefly of moderately deep or deep, moderately well drained or well drained soils that have moderately fine texture to moderately coarse texture. These soils have a moderate rate of water transmission. Group C. Soils having a slow infiltration rate when thoroughly wet. These consist chiefly of soils having a layer that impedes the downward movement of water or soils of moderately fine texture or fine texture. These soils have a slow rate of water tra�smission. Group D. Soils having a very slow infiltration rate (high runoff potential) when thoroughly wet. 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P� � s� M1��+� 4 � 1 ( � 4A '� " A Concrete - Water Qualitv Storese Needed Weld Countv Surface Area (SF) Area (acres) % Impervious i Roof 9,108 0.21 9046 0.9 Concrete 2,400 0.06 100% 1.0 Gravel/Crushed Asphalt 87,120 2.00 40% 0.4 Grass/Undeveloped 73,834 1.70 2°k 0.02 Total Site (Acres) 3.96 Weighted Imperviousness (i) = 0.272 �� )�� =d �� . � ! „ � : '�7U „ - ' 9r - +p ; �.�i 6-hr drain time a = 0.7 12-hr drain tlme a = 0.8 24-hr drain lime a = 0.5 d0-hr drain tkme � = 1 J WQCV = 0.1424 �i QCV Req��ired stornge =� 1 � i� - � ren ) _ Required storage = 0.0470 acre"feet 2,047 cu ft A CONCRETE - POND VOLUME Elevation (FT.) Surface Area (SQ. FT.) Volume (CUBIC FT.) Cum . Volume (CUBIC FT.) 4931 0 0 0 4932 1602 801 801 4933 2405 2004 2805 4934 3238 2822 5626 4935 4466 3852 9478 — �� Vu\W^r�z, ljrtT�i� c (�. � � 1� � ll� - �� 'P�.s'rnc�- � Pl••�v r�"� -�o� �� :� �� '� � __ . . ._ . _ _ --_- A c�� '� = a� �: c�: = , , J , . � � .,�. . , A = c� � = �� . � _ � � , , . - � , �fl � � . , �_� �� ' ._� `. _ • C� � C '�h c — 0� � � — ._ ,, ;—, � _ �' e �, � � �� _ `A = ' � � c1 � � �4� ` �' ' �� (O . �`�� ) L3a.�� (�'� . , . . '��,��' �.�� p�e � 3. �-1 � ' � �-:�� , ��,��: � �� S�� -�,.-�r_ = �e.�\� �� C�.�'�� 3'-B' ` t�� - WAIER WALITV WSE = 4932.50 ` o 1° = 18' RCP 1 I I n '^ I I — I I I I • nna cor+c. i i WALL (T1'PJ I I I 1 OTfOM OF POND . 4931.0 PLAN VIEW FRONT VIEW 9ET fi �BObE BO�I� � p�CREIE NEADWALL 1pp YEAR N5E � 4835.0 I' 3 —B' ` • nacK coroc. WATER WAUtt WSE � a932.50 W� ��.) . � RFINFORCE CONCREIE BOX N1TH �4 O 12' D.C. — 'A BOTH WAYS (TYP.) — 75' RCP a • 80TTOA1 OF POND = 4931.0 18' RCP g�_p- INSTPLL 16'v24" S1E0. RESIRICTIXt PUIE 3.5' ABO�E IN4ERT OF PIPE. BOLT PLAIE TO CONCREIE HEADWRLL WITN (4) 1/1"x3' E%PAN90N ANCHORS. CROSS—SECTION RESTRICTOR PLATE VIEW RELEASE STRUCTURE DETAILS NOt TO SCALE CES Consultants, LLC STORMWATER MANAGEMENT PLAN FOR A CONCRETE Lot A, AmRE-3340 IMPRovEMENTs JoxlvsTowrl, CoLo�Do Prepared for: A CONCRETE 26994 CR 15 Johnstown, Colorado Prepared by: CES CONSULTANTS, LLC 421 4`h Street, Suite I Ft. Lupton, Colorado 80621 (970) 373-4480 February 2016 TABLE OF CONTENTS SECTION 1 Site Description 3 Site Map 4 Stormwater Management Controls 7 Final Stabilization and Long-term Stormwater Management 8 Inspection and Maintenance Procedures APPENDICES A Construction Site Inspection Reports B SWMP Amendment Report C UDFCD BMP Details BACK POCKET SWMP Site Map for Lot A, AmRE-3340 Improvements A CONCRETE DEVELOPMENT STORMWATER MANAGEMENT PLAN SECTION 1 SITE DESCRIPTION Part I.C. 1 of the Stormwater Management Plan Preparation Guide The proposed development is located at the southeast intersection of WCR 15 & Coyote Ridge Lane. Lot A consists of approximately 8.0 acres of developable area; however only 3.96 acres will be developed at this time (See Attached Map). The NAD83 latitude is 40° 23 ' 30" and the NAD83 longitude is 104° 55 '32" for the proposed site. The total area of the proposed site disturbance is 3 .96 acres. The tracts are undeveloped at this time and are covered with natural dryland grasses. The existing topography generally slopes from the northeast to the southwest across the proposed site. a. Construction Aclivifies. The development of tracts will consist of a commercial building, parking and storage. b. Proposed Sequence for Major Activlties. The proposed sequence for construction activity for this development is given below: • Overlot grade the site; • Construct Storm Sewer and Detention Pond; • Install Fence; • Install Gravel for Storage Area; • Construct Building and Parking; • Re-seed any disturbed open space areas. e. Estimates of the total area of the site and the area of the site expeeted to undergo clearing, excavation, grading or other construc[ion activities. The approximate total area to undergo clearing, excavation, and/or grading for the proposed Site is 3.96 acres. d. A summary of any existing data used in the development of the site construction plans and SWMP that describe the soil or existing potential for soil eroston. According to the Natural Resources Conservation Service Web Soil Survey website, the existing soil within the proposed development area consists mainly of loams and of 1 to 5 percent slopes. e. Description of the eacisling vegetation at the site and an estimate of the percent vegetalive ground cover. The existing vegetation on the site consists of native grasses. The percentage of vegetative cover on the site is approximately 80 to 90 percent. f. Location and description of any other potential polfution sources, such as vehicle fueling, storage fertilizers ar chemica/s, etc. Please refer to the S WMP Site Plan for these lots for the location of any other potential pollution sources. Potential pollution sources may include: dirt stockpiles, material stockpiles, contractor mobilization azeas, portable toilets, vehicle leaks, and vehicle refueling azea. The SWMP Administrator or site contractor shall designate the locations of any of these potential sources and indicate them on the site map. The contractor mobilization area shall be graded such that drainage will not directly enter any onsite ox offsiCe stormwater systems. Soils that will be stockpiled for more than 30 days shall be protected from wind and water erosion within 14 days of stockpile construction. If stockpiles are located within 100 feet of a drainageway ar detention pond, additional sediment controls such as temporary dikes or silt fence shall be required. To prevent spills from portable toilets, the toilets will be staked to the ground. The SWMP Administrator or site contractor will inspect for any leaks from conshuction vehicles on the site. These leaks will be cleaned and reported to the appropriate authorities per standard spill prevention procedures. If any vehicle refueling or chemical storage is required on-site, a spill prevention and control plan will be provided. g. Location and description of any anticipated allowable sources of non- stormwaler drscharge at the site, e.g., uncontaminated springs, landscape irrigntion relurn,/law, construction dewatering, and concrete washout The SWMP Administrator or site contractor shall designate the location of the concrete washout azea (if needed) and indicate it on the site map. There is no other anticipated non-stormwater discharge components for the proposed development. h. Name of the receiving waters and ihe size, type and location of any outfall or, if the discharge is to a municipa! separate storm sewer, the name of that system, the location of the storm sewer discharge, and !he ultimate waiers Stormwater dischazge from the proposed development will sheet flow to the southwest and be directed to an on-site water quality feature. A CONCRETE DEVELOPMENT STORMWATER MANAGEMENT PLAN SECTION 2 SITE MAP Part I.C.2 of the Stormwater Management Plan Preparation Guide A SWMP Site Map for the proposed site, meeting the requirements as noted in Part I.C.2 of the Stormwater Management Plan Preparation Guide, is located in the Back Pocket of this plan. A CONCRETE DEVELOPMENT STORMWATER MANAGEMENT PLAN SECTION 3 STORMWATER MANAGEMENT CONTROLS Part I.C3 of the Stormwater Management Plan Preparation Guide BEST MANAGEMENT PRACTICES (BMPS) FOR STORMWATER POLL UTION PREVENTION The SWMP Administrator/contractor will utilize any and/or all of the following Best ManagemenY Practices (BMPs) to minimize or eliminate the transportation of sediment off-site. The contractor is not limited to only using the BMPs listed below. The coniractor is responsible for understanding and conforming to all of the general construction practices listed. Sediment and Erosion Control • Erosion control blanket or Compost blanket o Erosion control blankets will be required at any location where storm water dischazge is causing erosion to occur before landscaping can be established. Typical applications include grass lined swales or ditches, and steep cut or fill slopes. � Temporazy or permanent seeding o Permanent seeding will occur concurrent with construction activities or after construction activities are completed. Permanent turf and landscaping will serve as effective long term erosion control. • Temporary drainage swales o Temporary drainage swales shall be used as needed. Sediment removal from runofF • Filter (silt) fence o Silt fence will be installed on the downlull side of the site prior to construction activities, maintained throughout construction and removed after final stabilization is achieved. Silt fence will also be placed around any soil stockpiles. � Storm drain inlet protection o Inlet protection will be installed for the existing offsite inlets located immediately downstream of the constniction activities, prior to construction. As remaining inlets are installed on-site, inlet protection will be placed. Inlet protection will be maintained or replaced throughout the construction process. Street Clea�iint; • Vehicle tracking control o Vehicle tracking control pads will be installed at every access point to the construction site prior to construction. Tracking control pads aze intended to help keep existing streets and asphalt cleaz of any dirt and debris. Shall existing streets and asphalt continue to be covered with dirt and debris, additional maintenance methods will be required such as street cleaning. • Street Maintenance o Streets shall be kept free of mud and debris throughout the entire construction process. Good housekeepint: � Concrete Washout Area o All concrete washouts will be contained within the designated covcrete washout area. The SWMP Administrator or site contractor will designate the location of the washout areas and indicate them on the SWMP site map. • Routine trash/debris removal O 1'rash and debris from the site shall be removed during construction activities on a weekly basis at a minimum. • Cleaning storm drains, grates, and culverts. o Storm drains, grates and culverts will be kept clean during construction activities, after major storm events, or if debris is noted during self- inspections. Spill Prevention and Resnonse � Spill Prevention o If any on-site chemical storage or vehicle refueling areas are need, the SWMP Admnustrator/contractor will prepare a spill prevention and control plan, including BMP' s, for addition to this SWMP. o On-site spills that may reach the storm sewer system must be reported according to all Federal, State, and Weld County regulations. Visualinspection • Regular site inspections o The SWMP Adtninistrator/contractor will conduct site inspections at least every 14 days or after every major precipitation event during construction activities. After construction activities are completed, the developer will conduct inspections every 30 days or after every major precipitation or snow melt event until final stabilization is attained. Recordkeenin� and Reporting � Inspections o The S WMP Administrator/contractor will maintain a log of their inspections during constntction activities. The developer/owner will maintain a log of their inspections and retain the inspections records for three (3) years after construction activities have ceased. � Maintenance o When maintenance is required, the contractor will make note of this in the inspection log during construction activities. Maintenance will be completed immediately. When maintenance is required, the developer/owner will make note of this in the inspection log after construction activities are complete. Maintenance will be completed immediately. A CONCRETE DEVELOPMENT STORMWATER MANAGEMENT PLAN SECTION 4 FINAL STABILIZATIONAND LONG-TERM STORMWATER MANAGEMENT Part LC.4 of the Stormwater Management Plan Prepazation Guide Final Stabilization of the site will be achieved once the site improvements aze constructed; Water Quality Depression installed, and any re-seeded disturbed open space azeas have been installed and established. Uniform vegetative cover of 70% of the individual plant density will need to be established in the re-seeded areas for the site to be considered to reach final stabilization. A CONCRETE DEVELOPMENT STORMWATER MANAGEMENT PLAN SECTION 5 INSPECTIONAND MAINTENANCE PROCEDURES Part I.C.4 of the Stormwater Management Plan Prepazation Guide The SWMP Administrator/contractor will maintain the site during construction. The Administratar shall conduct site inspections at least every 14 days or afrer every major precipitation event. These inspections will be logged. Any maintenance/repair work that is noted in the inspection log will be corrected immediately. All of the temporary erosion control measures will be removed by the contractor at the end of the construction project. The SWMP Administrator/developer/owner will continue site inspections and maintenance every 30 days or after every major precipitation or snowmelt runoff event until final stabilization is achieved. These inspections will be logged. Any repair work that is noted in the inspection log will be corrected immediately. Pinal stabilization is realized with 70% or greater establishment of re-seeded vegetative cover or paving of areas that were not previously paved. Once final stabilization has been reached, and all temporary erosion a�d sediment control measures have been removed, the coverage of the Stormwater Construction Permit may be inactivated by the Permittee. APPENDIX A CONSTRUCTION SRE INSPECTiON REPORT ceNe�u u�ro�wu►rwn — - _ _ �� . - Date of Irnpecrion Staf/End Time Inspector's Ncxne�s) Inspecior's Title(s) Inspector's Contact Info Descnbe pesent pFxise of conshuction Type of kupeclion 0 Re lar O Pre-storm event D Durin storm event ❑ Post�torm eveni i MIfATHER INI'ORMAiION Has H rained �x�s fhe tast kispectiona OY� ONo If Yes. provkb ihe foNowing: sroim �o1s �a rana siarn Dwafion �Ms) Appro�drtxTte RainfaN Weather af thr�o of iHs irnnecfbn2 � Do You suapec-i fhal dscharges maY have occunod since 1he kat tupeclionZ OYes ONo Are ihere any discficiges at 1he tir►e of insPection$ OYes ONo S11E-S►EC�IC HN►S unr rnraa.d o�. br - NYIr o.,a�+�on ana op«aNny cw�.ex,�. �►erw� M..a.a cw..cih. oefl�on/ OYes ONo OYes ONo OYes ONo OYes ONo Conshucfion SHe h�specifa� Repat .-� APPENDIX B SWMP AMENDMENT REPORT INSTRUCTION5: For any revision, modification, or addition to the SWMP, complete an Amendment Report and file in ihe appropriate section of the SWMP. Stormwater Management Plon section: Date amended: � Site map amended2 pYes ❑No Description: � � Appendix B Poge 1 of _ Silt Fence (SF ) SG1 , ,�,. . , x�� S F �'�, (RECOMMENDED) WOODEN � fENCE PO5T IYTFI t0' MA% ` , _ �� SPMING SILT FENCE GEOTEXTILE � A COMPACTED _ BACKFlLL fj,QW�= 3g"- 4g" �.� �� TYP. EA�STING T �- �� GROUND 6� MIN A7 LEAST 10" � $' MIN OF SILT FENCE 'TNL" SHALL BE 4� MIN BURIEO SILT FENCE POSTS ShiPLL OYERLnP A� JOINTS SQ TMAT NO GAF'S � ��N E%IST IN SIL� FENC�' R5T ROTAiE SECOND POSTS SMMA BE JOINEO MS SHOWN, THEN ROTATED 180 DE0. TnICKnESS OF GEOTEXTILE N,�,5 iN DIRECTION SHOWN ►ND OHIVEN BEEN EXrGGERATEO. TYP INTO THE GROUND SECTION A SF - 1 . SILT FE NCI_ November 2010 Urban Drainage and Flood ConVol District SF-3 Urban Swmi Drainage Criteria Manual Volume 3 SC- 1 Silt Fence (SF) �LL_CLNCL!r�5in11l�Ililf+ N07S5 1 . SILi FENCE MUST BE PLACED AWAY FROM PiE i0E OF THE SLOPE TO ALLOW POR WA1LR PONDING. SILT FENCE AT THE TOE OF A SLOPE SHOUID 8E INSTALLEO IN A FLAT IOCAiION AT LFAST SEVERAL FEEi (2-5 FT) FROM THE TOE OF THE SLOPE i0 ALLOW ROOM FOR PON�ING AND DEPOSITION. 2. A UNIFORM B' X 4" ANCHOR TRENCH SHALL BE EXCAVATED USING TRENCHER OR SILT FENCE INSTALLATION DEVICE. NO ROAD GRADERS. BACKHOE5, OR SIMILAR EOUIPMENT SHALL BE �SED. 3. COMPACT ANCHOR TRENCM BY HAND WITH A "JUMPING JACK" OR BY WHEEL ROLLING. COMPACTON SHALL BE SUCH 7HAi SILT FENCE RESIS75 BEING PULLEO OUT OF ANCHOR TRENCH BY HAND. 4. SILT FENCE SHALL BE FUI.LEO TIGHT AS IT IS PNCHOREp TO THE STAKE5. THERE SHOULD BE NO NOTICEABLE SAG BETWEEN STAKE$ AFTER IT HAS BEEN AIVCHORED TO THE STAKES. 5. SILT FENCE FA6RlC SHALL BE ANCHOREA 10 THE STAKES USING 1 " HEAW pUIY SiAPLES OR NAILS 1pITH 1 " HEA05. STAPI_ES ANO NP1L5 SHOULD BE PLACED 3" ALONG THE FABRIC 001NN THE STAXE. 6 AT THE ENO OF A RUN OF SILT FENCE ALONG A CONTOUR. THE SiLT FENCE SHOULD BE Tl1RNED PERPENOICULAR TO TNE CONTOUR TO CREATE A "J-HOOK." THE "J-HOOK" EXiENQING PERPEN�ICULM TO iHE CONTOUR SHOULD BE OF SUFFlCIENT LENGM i0 KEEP RUNOFF FROM FLOWlNG MOUND THE END OF THE SILT FENCE (TYPICALLY 10' - 20'). 7. SILT FENCE SHALL BE INSTALLED PRIOR TO ANY LAND �ISTURBING ACTMTIES. S+LT FENCE MNNTF:NANCE NOiES 1 . INSPEC7 BMPs EACH WORKDAY, AND MAINTAIN iHEM IN EFFECTIVE OPERATING CONDITION. MAINTENANCE OF BMPs SHOULD BE PROACi1VE, NOT REACTIVE. MSPECT BMPs AS SOON aS POSSIBLE (NJD ALWAYS WRNIN 24 HQURS) FOLLOWIN6 A STORM THAi CAUSES SURFACE EROSION, AND PERFORM NECESSARY MAINTENANCE. 2. FREOUENT OBSEtNA710NS AND MNNTENANCE PRE NEC£55ARY TO MAINTNN BMPs IN EfFECT1VE OPERATING CANDI➢ON. INSPECTIONS FWD CORRECTNE MEASl1RES SHOULO BE DOCUMENTED TNOROUGHLY. J. WHERE &JP9 HAVE FAILED. REPNR OR REPUCEMENT SHOULD BE iNITIATED UPON DISCOVERY 4F THE FNLURE. 4. SEDIMENT ACCUMULATED UPSTREIW OF 7HE SILT FENCE SHALL BE RENOVED AS NEEDEO T9 MPJNiqIN THE fUNCTIDNALJTY pf h1E BMP. 7YPICALLY WFIEfJ OEPTH Of ACCUMULATEA SEDIMENTS IS APPftO%iMATELY 6". 5. REPAIR OR REPLACE SILT FENCE WHEN THERE ARE SIGNS OF WEAFt, SUCH AS SAGGING, 7EARING, OR COLLAF'SE. 6. 51�T FENCE IS TO REMNN IN PLACE UNT1L THE UPSTREAM OISTl1RBED MEA IS STA@ILIZE� ANp MPROVED BY THE LOCAL JURISUICTION, OR IS REPLACED BY AN EQUIVALENT PfRIMETER SEOIMENT CONTROL BMP. 7. WHEN SILT FENCE IS REM04ED, ALL DISiURBED ARFAS SHALL 8E COVERED WIiH 70PSOIL, SE£OEO AND MULCHFA OR OTHERWISE STl�BRIZEO AS APPROVEO BY LOCP,� JURISDICTION. {oEr.r� �nw�co vna� rown or nknca�, co�an.00 ww ary oe wrtow.�. rar �vaua�e w wrtxwo) NOTE: NANY JURISDICTIONS HAVE 8MP OETAILS TFiAT VARY FROM UDFCD STANDARO OETa1LS. CONSULT WITH LQCAL Jl1RI5DICPONS PS 10 WHICH DETAII SH6ULQ B£ USED MlHEN DIFFERENCES ME NOtEO. SF�A Urban Drainage and Flood Control District November 2010 Ur6an Stortn Drainage Criteria Manual Volume 3 Vehicle Tracking Control (VTC) SM -4 , vTc �! , ; 20 Ft10T ' (N9DTH CAN 8E LESS IF CONSi YEHICLES ME PHYSICALLY CONFiN[D ON BOTN SIOES) SIDEWALK OR OTHER Sp FOOT (MIN.) PAVED SURFACE � -� , � '*xa �� _ rt ��F3, T� 7��? !z � 'j , � ,l r I _� - ;,i J �' -�c1-.�TJy�J 1 �) � Jr1. :> . '. � .. � I"' � fTjT:7,t' L>J � �� xTl-'1r t � � `� 'f ;sY.1 �'�7. 7 }L �y�� ',' �� .� J,� rir}i� r�' . -� r . ', � c i , � ,' r � r . . �N�31'e� a 1 � �:�Y'T `. r' �� "l 1 -1 ' . �' _� ?tJt��tik h ,/f, Ri i:' *yf-�'r w ., F� �y .� G . + ' � � ' : 4 � � � �t; �7 !� N �, ; . •, ... . 't . . ti _;c .�,� .., � 'l .`� I � i. ti _yli ��. 4�. ..'.4� C�.'� ;y. v"_ . � - 4� (MIN � y �1 �;�� i �� i .v Ti Ti '1 �1 .'{ �' ( r .v i . � � 1 � � ) � � � ' „ P . cJ. J J �!�, PUBLIC �� T ' UNLESS OTHERWISE SPECIFIEO ROADWAY � DY LOCQ JUR1501CTION, USE � . COOi SECT, �703. MSHTO N3 � COARSE ACIX2EGATE OR 6" . MINUS ROCK NON—WOVEN GEOTEICTI�E FABRIC BfTWEEtd SOIL AND ROCK UNLESS OTHERWISE SPEpFlED BY LOCAI INSTALL ROCK Rl1SH W17N JURISOICTlON, 115E CDOT SECi. �703, MSIiTO OR BELOW TOP OF PAVEMENi �3 COARSE ACCRECATE OR 6� MINUS ROCK � 9� �M�N�� . L � � �� T _, ,: ,�. ;.,�,�, ; ` , ? ,� ,i a�ri`�� '>i G � a �� i S�� . NON-WOVEN GECITE%i1LE � F"A3RIC cor,�PncrEo suecw�ne ' 5ECTION A VlC __= 1_. . AGGF�EGAIE _VEHICLF_ 1=fiACKING CON:ik �1L November 2010 Urban Drainage and Flood Co�trol District VTC-3 Urban Storm Ihainage Criteria Manual Volume 3 SM-4 Vehicle Tracking Control (VTC) _.IG_li�l(I.0 l.QN1il_UC_IyN [N �FlAPo!�� %I_I_ I�!`>lAi 1�111qN _ NQif S 1 . SEE PUN VIEW FOR -LOCATION Of CONSTRUCTION ENTFANCE(S)/E%IT(S). -TYPE OF CONSTRUCTION EN7FiANCE(S)/ExIT5(S) (Wlhi/1WMOUT WMEEL WASH, CONSTRUCTION MA7 OR TRM). 2. WNSTRl1C➢ON MAT OR TRM SiA81UZE0 CONSTRUCTION ENTRANCES ARE ONLY TO BE USED ON SHORT 6URAT10N PRQIECTS (Tl'PICALLY RANGWG FROA1 A WEEK TO A MONTH) WHERE THERE WILL BE LIMITED �EHICULAR ACCESS. 3. a STn61uZE0 CONSTRUCT�ON ENiRN�ICE/ExIT SHrtLL 6E LOCnTED AT nu nCCE55 POiNTS iYHERE VEHiCLES ACCESS THE CONSTRiKTION SITE fROM PAVED RIGHT-0E-WAY5. 4. STABILIZED CONSTRUCTION ENTRANCE/EXlT SHALL BE INSTALLEO PRIQR TO ANY LAND t�iSTURBING ACTIVIFIES. 5. A NON-WOVEN GEOIEXI'ilP FABRIC SHALL BE PLACED UNOER THE STABIU2ED CONSTRUCfION EN7'RANCE/E%IT PRIOR TO TNE PLACEMENT OF ROCK. 6. 11NLESS OTHERWISE SPECIFIED BY LOCAL JURISDICiION, ROCK SNALL CONSIST OF DOT SECT. �703, PASHiO �3 COARSE AGGREGATE OR 6' (MINUS) ROCK. S(q61 IT 0 .ONCjR ICTION NTRAN - / %IT MAINT � . NOT � 1 . INSPECT BMPs EACM WORKOAY, AND MeVNTAIN THEA1 IN EFFECiIVE OPER4TING COND�TION. MAINTENANCE OF BMPa SHOULA BE PROACTIVE, NOT REACTIVE. fN5PECT BMPs AS SOON AS POSSIBIE (ANp ALWAYS WITNIN 24 HOURS) FOlLON7NG A STORM TNAT CAUSES SURfACf ERQSION, AND PERfORA1 NECESSARY MAINTENPNCE. 2. FREqUENT OBSE(NATIONS !WD MAINTENANCE ARE NECESSARY TO MAINTqIN 6MP5 IN EfFECTIVE OPERATiNG CONOITION. iNSPECTIONS AND CORRECTNE NEASURES SHOULA BE DOCUMENiE� hIOROUCHLY. 3. WHERE BMPy HpVE FNIE�, REPAIR OR REPUCEAIENT SHOULD BE INITIATED UPON DISCOVERY OF THE FMLURE. 4. ROCK SHALL BE REAi'PUED OR REGRA�EA AS NECESSARY TO TNE STABIUZED ENiRANCE/EXIT TO MNNTNN A CONSISTENT OEPTH. 5. SEOIMENT lRACKEp ONTO PAVED ROADS IS i� BE REMO�£0 TNROUGHOU� iHE �AY AN� AT THE ENO OF THE DAY BY SHOVELING OR SWEEPING. SE�IMENf MAY NOT BE WASHED DOYIN STORM SEWER ORAINS. �{.QjE; NANY JURI5DICTION5 HAVE BMP DEiA1L5 'fHAT VARY FROM UDFCD STANOAR� OETAIL5. CONSULT W1hi LOCAL JURISDICiIONS AS ip WHICH DEfAIL SHOULD 8E USED WHEN DIFFERENCES Af7E NOTEO. (OkTNL5 AMPIEp fqON GiY UF NINyJ11F.FL0. COIIXiApO. IqT AV,tLA91t IH AUTOCM) VTC� Urban Drainage and Flood Control District November 2010 Urban Storm Drainage Criteria Manual Volume 3 Concrete Washout Area (CWA) MM- 1 A �SGN RETE WASHOIIT �� CWA l -- -- - . J � .''1.%J.�i �j 7 h��1�.�ti. . / . .� . , � ' � 'ti K � %i . '-i ly' ' � . �: 1 -+-14' � MIN �1 �. . - ;. v � , y_. � • �� .{ i �y �r`� ...t �.1 �y ♦ �/' .n .. v y�. �� ^I ;}. 4� �/[� VYtY' (li. • }� fy .�i rl �4 .i^. � /` Y` � 41.\y..-� � : i� I l �V. / 1 ) 1 !� TS� ,�,�;?z1` k�� '�._Yy �, ' /�,�.. ' � , u. V,�1 '� a J �' `� . 7 .!: VEHICIE TRnCKING 3: 1 8 X 8 MIN. 3 � � :r. � �t �i..s;''Ll Ff "� }, -'� 4 �: a -. � .,t -.�. _., CONTROL (SEF � `� �._ � •i �1I�. tj �.t1 ,Yy . -- ' VTC DEiAiL) OR . S " .' "' y '� � Et�� . � � �' �- OTMER STABLE �"y. _�,d �[. �;�}�).,�. '.'f �.?"' '� : SURFACF � 1 ��'1 w �iCT � J� .� � .y vl :�� „ 3: 1 ^i. '.7..Gl� �� r7 . `J J � �%._Y. . 4f. :� G-c��F � �;�1. ' 4 �'`�s, " ,:r - � � , � . . ��.11 � `�_.�-Xi. .�i .y..rx_�.� ,'� h, : j �7 .:�.' ..� • t �Y. . I__ 25 MIN, ... _ _ I CONCRETE wASHOUT AREA PLAN 12� TYP� COMPACTEO BERM AROUNO Za iHE PERIMETER �(— 2% S�.;iPC � T_ �� 1� — —_ 3' MIN. �� — .__. .._ _ _ _ UNOISTt1RBE0 OR ?3 � � COMRACTED SOIL VEHICLE TR4CKING 0 X 8 MIN. CONTROL (SEE V�C SECTION A oETa` ' CWA- 1 . CONCRETE WASHOUT AREA A NS_jqLUTION NOTES L SEE PLAN VIEW FOR: -CWA INSTALLATION LOCAT�ON 2. �0 NOT LOCATE AN UNLINED CWA WIiHW 400' OF PNY NATURAL DRNNAGE PATHWAY OR WATERBODY, DO NOT LOCATE WITHIN 1 ,000' OF ANY WELLS OR DftINKING WA�ER S(IURCES. IP SiTE CONSTRNNTS NAKE THIS INFEASBLE, OR IF HIGHLY PERAIEA6LE SQILS E%IST ON 5!TE, ?HE CWA MUST BE INS7AL1E0 WITH AIJ IMPERMEABLE LINER ( i6 Alll MlN. 7HICI(NE5S) OR SURFACE STORAGE AIiERNATIYES USING PREFABRICATED CONCRf7E WRSMOUT DEVICES aR A UNED nBOVE GROUND STORAGE Oi2E St�0Ul.0 9E u5ED. 3. THE CWA SHALL BE INSTALLEO PRIOR TO CONCRETE PLACEMEMT ON StTE, 4. CWA SHALL INCLUOE R FLAT Sll@SURfACE PlT THAT IS AT LEAST B' BY 8' SLOPES LEaOHJG OUT OF THE SUBSURFACE PIT SHALL BE 3t1 OR FlATTER, THE PIT SHALL BE AT LE0.5T 3' OECP. 5. BERM SURROl1NDING SI�ES AND BACK OP THE CWR SHPLL HAVE MINIMUM HEIGHT OF I ' . 6. VEHICLE TR�CKING PAD SHALL BE SLOPED 2$ TOWARD$ iHE CWA. 7. SIGNS SHALL BE PLACEO AT THE CONSTRUCTION ENTRANCE, AT THE CWA. PND ELSEIMiERE AS NECESSNtY TO CLEARLY IN�ICAIE TME LOCATION OF THE CWA i0 OPEHATORS OF CONCRETE TRUCKS ANO PUMP RIG5. 8. USE ENCAVATED MATERIAL FOR PERIMETER BERM CONSTRUCTION. November 20I0 Urban Drainage and Flood Control District CWA-3 Urban Storm Drainage Crrteria Manual Volume 3 MM- 1 Concrete Washout Area (CWA) C1YA_1MJNi CKMICf__ NQI ES 1 . INSPECT BMPs EACH WORKDAY, ANO MAINTAW THEM IN EFFECTIVE OPERATING CONOiT10N. NAINiENANCE OF BMPS SHOUTA 8E PROACTIVE, NOT REACTIVE. INSPECT BMPs AS SOON AS POSSIBLE (ANO ALWAYS WITHIN 24 HOURS) FOLLOWING A STORM THAT CAUSES SLIRFACE EROSION, ANO PERFORM NECESSARY MPJNTENANCE. 2. FREOUENi OBSERVATIONS AND MAMTENANCE PRE NECESSARY i0 MAIN7AIN BMPs IN EFFECiI� OPERATING CONDITION . WSPECTION$ AND CO(iRECTIVE MEISURES SHOULD BE DOCUMENTEO hiOROUGHLY. 3. WHERE 9AIPs HAVE FPJLED, REPAIR OR REPLACEAiENT SHOULD BE INffIATED UPON DISCOVERY Of iHE FPJLURE. 4. THE CWA SHALL BE REPAIRED, CLEANED, OR ENLARGED AS NECESSARY TO MNN7AIN CAPACITY FOR CONCRETE WASTE, CONCRETE MATERIALS, ACCUMULATED IN Pli, SFIALL BE REMOVED ONCE THE MATERIALS HAVE REACHE� A DEPTH OF 2'. 5. CONCRETE WASHOUT WATER, WASTED PIECES OF CONCRETE AND ALL OTHER DEBRIS IN THE SUBSURFACE PIT SHALL BE TRANSPORiED FROM iME JOB SITE IN A WAiER- iIGHT GONTAfNER AN� DISPOSED OF PROPERIY. 6. iHE CWA SHALL REMAIN IN PLACE UNTIL ALL CONCRETE FOF THE PR0.IECT IS PLACED. �. WHEN 7HE CWA IS REMOVED, COVER THE DISTURBEO AREA WITH TOP SOIL, SEED PND MULCH QR OTHERWISE STABILRED IN A MANNER APPROVED BY THE LOCAI JURiSDICT10N. (OETNL A9APTED FRON OOUGLI5 WIINIV, Cp.ORA00 AHD 7HE CIIY OF PNtl(FR, Cq.OPIDp, N0T AVMLA&E IN FUTOfID). NCTE: MANY JURISDICTIONS HAVE BMP DEiAILS 7HAT VARY FROM UDfCD STANDARD DEiNLS, CONSULT Wlhi LOCAL JURiSDICTI0N5 AS t0 WH�CH DETAIL SHOULD BE USED WHEN DIFFERENCES PRE NOTE�. CVJA-4 Urban Drainage and Flood Control District November 20I0 Urban Storm Draioage Criteria Manual Volume 3 Inlet Yrotection (IP) SC-6 I � I -. , 4 � I 1 _ i. � ' / ��_j. j ;i. ', FLOW --- l I_ . -. : : ^ D ( 12" MIN.) � / a : :','.. � CULVERT ' . ." . � " y � `� � EN� SECTION '� �,y ,. . BACKFILL UPSTREAM ROCH ROCK SOCK OF WATTIE SOCK 4 CULVERT INLET PROTECTION SECTION A PLAN 10" MIN. L _ :5 , KEY IN ROCK SOCK 0' ON BEDROCK, PAVEMENT OR RlPfiaP KEY IN ROC!( SOCK 2' ON EARTH SECTION B CIP - 1 . CULVERT INLEf PROTECTION Cw vFRi IN Fi PROf TION INSi i l nTION NOTE'' i . SEE PUW VIEW FOR -LOCATION OF CULVERT INLEf PROiEC710N. 2. SEE RaCK SOCK DESIGN DETAIL FOR ROCK CRADAl10N REQUiREMENTS AND JOINTING D£TAIL. �w vcRT INLFT PROiECT10N M>�NTENANCE NOTES 1 . INSPECi BMPS EACH WORKDAY, AND MAINTPJN iHEM IN EfFECT1VE OPERATING CONDITION. MAINTENANCE OF BMPs SHOUtD BE PROACTIVE, NOT REAC7IVE. INSPECT BMPs AS SOON AS POSSIBLE (AND ALWAYS WITMIN 24 HOURS) FOLLO'NINC A STORM IliAi CAUSES SURFACE EROSION, AND PERFORM NECESSARY MAINTENANCE. 2. FREQUENT OBSERVATIONS AND MNNTENANCE PRE fiECES5Pf2Y TO MAINTAIN BMPc IN EFFECTIVE OPERAl1NG CONDITION. INSPEC710NS AND CORRECTIVE MEASURES SHOULD BE OOCUMENTED THORpUGHLY. J. WHERE BMPs HAVE FAILED, REPAIq QR REPLACEMENT SHOUlO BE INITIATE� UPON DISCOVERY OF THE FPILURE. 4. SEDIMENT ACCUMULAIED UPSTREAM OF TFIE CULVERT SHALI. BE REMOVEO WHEN THE SEOIMENT OEPTH IS J4 THE HEIGHi OF THE ROCK SOCK. 5. CULVERT INLET PROTECTION SHALL REMAIN IN PIACE UNi1L TI1E UPSTREAM O�STURBED AREA IS PERMANENTLY STABILI2ED AND APPROYE� BY THE LOCAL JURIS�ICTION. (Pentts nwwlm nrow wRORA. co�owno. tai nvNwlt kl wtoGD) NOTE: A4WY JURISDICTi0N5 i-iAVE 81AP OEiNIS THAT vnRv FliOM UOFCD STAN�nRD DETAIl5. CONSULT WITH IOCAL .IURI;DICIIONS AS i0 WHICH �f. lAu . SHOUID BE USED WNI' N OIFFERENCES ARE NOTED. August 2013 Urban Drainage and Flood Control District ►P-7 Urban Storm Drainage Criteria Manual Volume 3 Sediment Control Log (SCL) SC-2 � _ �,_,� _ ,�_ � - --, SCL � A � 1Y2" x 1J¢" x 18" (MINI � / WOODEN STAKE 9" DIAMETER (MIN} SEDIMEN7 CONiROL �OG � 3• 4� MA . CENTER (TYP.� fi" _� Y, Dlrt . � FLOW � �I OF SCL ��AM � NOTE: LARCER �T��'�) � S� DIAMETER SEDIMENT 1 CONTRqL IOGS MAY � . � � NEED i0 BE � � � � EMBEOOED oEEPER. SEDIMENT CONTROL LOG L CENTER STAKE M CONTROL LOG COMFACTED E%CAVATED �� 9" DIAMETER (MIN) TRENCH 401L � . � � SEDIMENT CONTROL LOG FLOW �� I I � Ys DIAM, SCL (TVPJ � 'I — i T _. _ I 6� � SECTION A 12" OVERLAP (MIN.) ' � i i � I I I � 1�' x 1X2 ' x 18- {AIINj �I q I �II j � l � ll � � WOOOEN STAKE� � , � , � I � i I �, I � ji � Ilji � . Ill �i 9" OIAMETER (MIN) � ' I : ! . �, �I I � li � �� SEDIMENT CONTROL LOG ' SEDIMENT CONTROL LOG JOINTS SCL - 1 . SEDIMENT CONTROL LOG November 2010 Urban Drainage and Flood ConVol District SCL-3 Urban Storm Drainage Criteria Manual Volume 3 SC-2 Sediment Control Log (SC L) COMPACTEO EXCAVATED 3 , CENTER SiAKE IN CONTROL LOG TRENCH SOIL �- 9" DIAMEiER (MIN) SEDIMENT CONTRQL LOC ��w �' � - PLACE LOG AGAINST BACK OF Cl1RB = OUM. SCL (TYP.) fi" MIN. � SCL- 2 . SEDIMENT CONTRQL LOG AT BACK OF CURB CENTER STAKf IN CONTROL LOG 3�� 9" DIAMETER (MIN) � SEDIMENT CONTROL LOG TREE LnWN (TrPICn�) }5 DIMI. SCL (TYP,} CURd FLOW � / T �A - .� � �� j'A i �y � /� ��. i i \C.j � �� -:I \/ `% .e�p%��{ y {[ � r/ . �/ �; ).�f%r �i`/��1� ' .> \� � ' � M�H \ ) � A�A i� ��A� �V49�4•y �i� l �A�� A�A��/ ��'i �� A�/ � - �� R(1��,...��C.�`� CQ{�ll°RDti.�LOfi ; : ` � .� "'��: :"` �. `�; ... , ;.� ,.. � .;.��;- ��. .A� . ^.�N�P��IQE'�1!ALK. �� a� �>�� Q� .��/` �':fi .F � �' : Q( y�. ._ �.` � .�n _n •• _ / . li: li :/j . _ . 'L�i' i� ". . -`.: , n� . . i >��J'.J` �:o. . i..G� _ � 'p•i;' SCL- 3 . SEDIMENT CONTROL LOG AT SIDEWALK WITH TREE LAWN STAKING AT 4' MAH. ON CENTER (ttP. - VERTICAL SPACWG VARIES OEPENDING ON SIAPE % .-�<;?��:;,; .'� � � �'�`\�.�..�'-;:. �,;y�. '�G-.[;.. . � ,:_�., ., ��i:Y:v ..:'j,`,(C3; . .. �� : -.�: . ',:�i� G% , 'i�/`t��: i/ it� � �::. '�yl.r '1 j;�,� 1- ,/,; ,�. �i � . ,? .. �~ � � � �;� ' �i�� -'� CONTINUOUS SCL ��:�,Q, .: ::�5�':�...�,." �.%,;:f>. , Zi� � AT PERIAIETER OF ��i„ � i ✓ �'�:� !ii`�' CONSTRUCTION SITE . . . SCL- 4 . SEDIMENT CONTROL LOGS TO CONTROL SLOPE LENGTH SCL� Urban Diainagc and Flood Control Disffic[ November 2010 Urban Storm Drainage Criteria Manual Volame 3 Sediment Control Log (SCL) SC-2 qFf11MFNT CONTROt 1.4G INS�AI I Al�_�yQ?Ea 1 . SEE PLAN VIEW FOR LOCATION AND LENCTH OF SEDIMENT CONTROL LAGS. 2. SEDIMENT CONIROL LOGS iHAT ACi AS A PERIMETER CONiROL SHALI BE INSiALLED PRIOR TO PNY UPGRADlENi LAND-DISTURBING ACi1VITIE5. 3. SEOIMENT CONTROL LOGS SHALL CONSIST OF STRAW, COMPOST, EXCELSIOR OR COCONUT FIBER, ANO SHALL BE FREE OF ANY NOXlQUS WEED SEEDS OR �EfECT5 INCLUDING RIPS, HOLES AND OBVIOUS WEAR. 4. $EAIMENT CONTROL LOGS MAY BE USEO A$ SMAIL CHECK DAMS IN OITCHES PNp SWAlE5. HOWEYER, THEY SHOULD N07 BE USED IN PERENNWL STREAMS OR HiGH VELOCIIY ORAINAGE WAYS. 5. IT IS REC�MMENDED THAT SEDIMEM CONTROL LOGS BE TRENCHED WTO THE GROUN� TO A DEP1H OF APPRO%IMATELY Yj OF hiE DL4METER OF THE LOQ IF TREWCHING TO THIS OEPTN IS NOT FEASIBLE AND/OR DESIRABLE (SNDR7 iERM INSiALLATION WITH OESIRE NOT i0 OMAACE LANDSCAPE) A LESSER TRENCHING DEPTH MAY BE ACCEPiABLE WI1H MORE ROBUSi STAKINC 8. THE UPHILL SIDE OF THE SEOIMENT CONTROL LOG SHALL BE BACKFlLLED WITH SOIL hiAi IS FREE OF ROCKS AND ��RI5. THE SOIL SHALL BE TIGHTLY COMPACTEO INTO THE SHAPE OF A RIGH7 TRIANGLE USIN(3 A SHOVEL OR WEIGHTED UWN ROLLER. 7. FqLL�W µANUfACTURER5' GUIDANCE FOR STAKING. IF MANUFACTURERS' INSTRUCTIONS 00 NOT SPECIFY SPACING, STAKES SHAtL BH PLACED ON 4' CENTERS AND EMBEDOED A MfNIMUM OF 8" INTO THE GROUN�, 3' OF THE STMSE SHALL PROTRU�E FAOM TNE TOP OF THE LOG. SiAKE5 THAT ARf BROKEN PRIOR TO INSTALLATION SHALL BE REPLACED. SEDIMENT CONTRO O • MA�NT NAu NOi � 1 . INSPECT BMPs EACH WORKDAY, AND MPJNTlUN THEM IN EFFECTIVE OPERAiING CONDITION. MA{NTENAIVCE OF BMPs SHOULD BE PROACTIVE, N07 REACTIVE. INSPECT BMPs AS SOON AS POSSIBIE (AND ALWAYS W17HIN 24 HOURS) FOLLON7NG A STORM THAT CAUSES SURFACE EROSION, AND PERFORM NECE55PRY MAINTENANCE. 2. FREQUENT OBSERJATIONS AND MAINTENANCE ARE NECESSARY TO AIAINTAIN BMPs IN EFFECTIVE OPERATINC CONOITION. INSPECTIONS ANp CORRECTIVE MEPSURES SHOULD 9E OOCUMENTE� hiORWCHLY. 3. WHERE BMPs HAVE FAILED, REPMR OR REPLACEAIENT SHOULD BE INITIATED UPON DISCOVERY OF THE FMLURE. 4. SEDIMENT ACCUMULATED UPSTREAAI OF SEAIMENT CONTROL LOG SHALL BE REMOVE� AS NEFDED TO MAINTAIN FUNCTIONPLITY Of 7HE BMP, IYPICALLY WFIEN OEPTH OF ACCUMUU7ED SEDIMENi5 IS APPROXIMATELY Yl Of' TIiE HEIGHi OF THE SmIMENT CQNTROL LOG. 5. SEDIMENi CONiROL LOG SHALL BE REMOVED AT THE END OF CONSIRUCTION. If DISTURBED AREAS E%IST AFT£R REAIOVAL, hiEY SNALL BE COVERE� WIiH TOP SOIL, SEEDED ANO MULCHE� OR OTMERWISE SiA81LIZE0 !N A MANNER APPROYED BY THE LOCAL 3URIS�ICTION. (acr�s 'nwTco cAa/ roxH ar cuncae. caow�o. aerra�son counn. caa+�oo, oouo�ns cnu�n. co�oarao. ANO GIY OF AUP9Aq OOlAR1D0. NOf AVAIVHIE IM AUfOC/�D) �{Qj$; NANY JURISDICTI�NS HAVE BMP DEfAlL5 THAT VARY FRQM UDFC� SiANDARO DEiAILS. CONSULT Wlhi LOCAL JURISOIC➢ONS AS TO WNICH DEfA1L SHOULD BE USED WNEN DIFFERENCES ARE NOTED. November 2010 Urban Drainage and Flood Control District SCL-5 Urban Storm Drainage Criteria Manual Volume 3 Inlet Protection (IP) SC-6 _ �N�T �a�TE I P � . , ;� . � . � . � . vj �� \, � ' ' � + ` ' , -� ;� '� -- SEE ROCK SOCK DETAJL ;,;-y� - --- ' � ' „ j� FOR JOINTING `a Ft � : i :!i ROCK SOCK �,'�4,,�_ ;�, ,y ^y,t'�' � � ... , . .� t ;� + <7 -Y� }.%! :y .�� '�:� z�_�. , � . ; ; IP - 3 . ROCK SOCK SUMP AREA INLET PROTECTION RQCK SOCK SUMP/AHFA INLFI PRQIfCiION INSiALIAIION NOTf5 1 . SEE ROCK SOCK DESIGN OEiAIL FOR INSiALLA110N ftEOUIREMENT5. 2. STR4W WATTLES/SEDIMENT CONiROI LOC$ MAY BE USEp IN PLACE OF ROQK SOCKS F4F INLETS IN PERNDUS AREAS. INSTALL PEq SEDIMENT CONTROL LOG DETNL. - WIET GR4iE r SF� �^I 'f� SIL7 FENCE (SE6 SiLt L�J FENCE OESfGN DETAIL ) IP - 4 . SILT FENCE FOR SUMP INLET PROTECTION ;ILT FfNCC__INLF7 PR07EC710N INSiNLAi�ON _JJATFS t . SEE SILT FEfiCE DESIGN DEiAIL FOft INSTPLLATION REQVIREMENi5. 2. POSTS SHAIL BE PIACED Ai EACH CORNER OF THE INLET AND AROUNO THE EDGES AT A MAXIMUM SPACiNC OF 3 FEEf. 3. SiRAW W�TiLE5/SEDIMENT CONTROL LOGS MAY BE USE� IN PL4GE OF SILi FENCE FOR INIETS W PERVIDUS AREAS. INSTALL PER SEDIMENT CONTROL LOG DETNL. August 2013 Urban Drainage and Flood Control District IP-5 Urban Storm Drainage Criteria Manual Volume 3 Inlet Protection (IP) SC-6 9EtiCRhLJ-�LET_f'L2t7IL�IL4Cl Jt91I _PLiA?lOL1 . N4IES 1 . SEE PL4N VIEW FOR: -LOCATION OF INLEi PROTECiiON. -TYPE OF INLET PROTECTION pP. l , IP,2, IP.3, IP.4, IP.5, IP.6) 2. INIET PROTECiION SHALL BE INSTALLEO PROMPTLY AFfER INLET CONSTRUCiION OR PAVING IS COMPLETE (TYPICALLY WITHIN 48 HOURS). IF A RAINFALL/RUNOFF EV£N7 IS FORECAS7, INSTALL INLET PROTECTION PRIOR TO ONSET OF EVENT. 3. MANY JURISDICTIONS HqVE BMP DETAILS THAT VARY FROM UOFCD STANDARO DE1PJlS. CONSULT WITH LOCAL JURISOICiIONS AS TO WFi1CH DETAIL SHOULD BE USE� WMEN DIFFERENCES ARE NOTED. fNLET PROLECTION MNNTENANCE NOIf:S 1 . INSPECT BMPs E4CH WORKDAY, PNO NAiNTAIN THEM IN EF'FECTIV'E OPERATING CONDITION . NAWTENAIJCE OF BMPs SHOULD 8E PROACTNE, NOT REACTIVE. MSPECT BMPs nS SOON AS POSSIBLE (AND ALWAYS WITHIN 24 HQlIR5) FOU.OWING A STORM THAi CAUSES SURFACE ERflSION, AND PERFORM NECESSARY MAINTENANCE. 2. FREQUENT OBSERVATIONS PN� MAINT£NMlCE ARE NECESSARY TO MPJNTAIN BMPs IN EFFECTIVE OPERATING CONDITIDN. ItaSPfCiIONS AND CORRECTNE AIEASURES SHOUi.D 8E OOCUMENTEO THOROUCHLY. J. WHERE BMPs WtVE FAILEp, REP/dR OR REPLACEMENT SHOULp BE INITIATEO UPON DISCOVERY OF THE FAILURE. 4, SEDIAIENT qCCUMUL4TEL1 UPSiREN,I OF INLET PROTECTION SHALL BE REMOVE� AS NECESSARY TO MP.INTAdN BMP EFFECi1VENE55, lYPICALLY WHEN STORAGE VOLUME REnCHES 50R OF CMACI7Y, A �EPTH OF 6" WHEN SiLT FENCE IS USFD, OR Y4 OF THE HEIGHT FOR STRAW BPLES. 5. INLET PROTECiION IS TO REMPIN IN PLACE UNTIL TME UPSTREAM OiSTURBEO AHEn IS PERMAPlENTLY STA81L12E0, UNLESS 7HE LOCAL dURISDICTION APPROVES EAfiUER REMOVAL OF INLET PROTECTION Hi STREETS, fi. WHEN WLET PROTECiION AT AREA INLEfS IS REIAOVED, THE D15TURBED ARFA 4HALL BE COVERED WITH TOP SOIL, SEE➢ED AND MULCHED, OR 07HERWISE STPBIUZED tN A MMlNER APPROVED BY TME LOCAI JURISDICTION. (DtTrvl MMIED f7i0M T0wN 0G PNa�EF. C0lCP�00 '+N pTr OG � fAlARMO. rqT aYolidE m aufo('M) NQTE: MANY JURISDICTIQN5 HAVE BMP DETAILS THAT VARY FROM UOFCD STANDARD OETMLS. CONSUlT Wlhl LOCAL ,IURISDICT10N5 AS TO WHICH DETAIL SHOULA BE USEO WNEN DIFFERENCES ME NOTED. NOTE: hIE QETAILS INCLUDED WITH h115 FACT SHEET SHOW COMMONLY USE�, CONVENTIONAL NETHOOS OF INLET PROTEC110N IN TF1E DENVER MEiROPOUTAN AREP.. THERE ARE NANY PROPRIEiPRY INLET PROiECT10N METHODS ON THE MARKET. U�FCD NEIT}1ER ENDORSES NOR DISCOVRACES VSE OF PROPRIETARY INLET PROTECiION; HOWEVER, IN THE EV£IJT PROPRIETARY MEfMOD5 ARE USED, THE APPROPRIATE OETAIL FROM THE MANUFACTURER AIUST BE INClU0E0 IN THE SWMP AND THE BNP NUST 9E INST�LLE� ANO MPIN7NNE0 AS SHOWN �N hiE MANUFaC1URER'S DETAILS. NOTE: SOME MUNICIPAUTIES DISCOURAGE OR PROHIBIT THE USE OF STRAW 8AL£5 FOR INLET PROTECTiON. CHECK VATH LOCAL JURISOICTION TO DETERMINE IF STRAW BALE INLET PROTECTION IS ACCEPTABLE. November 2010 Urban Drainage and Flood Control District IP-7 Urban Starm Drainage Criteria Manual Volume 3 Hello