HomeMy WebLinkAboutCUP-01-031 (2)ORIGINAL
ARTICLES OF LIMITED PARTNERSHIP
OF
J. R. AND BONNIE P. SCHWENKFELDER LIMITED PARTNERSHIP
THIS LIMITED PARTNERSHIP AGREEMENT (hereinafter
"Agreement")is made and entered effective this day of
January, 1992, by and among J. R. SCHWENKFELDER and BONNIE P.
SCHWENKFELDER, husband and wife (hereinafter "General Partners"),
and KELLI RAE SCHWENKFELDER-ELLIOTT, a married woman dealing with
her sole and separate property and J. TRENT SCHWENKFELDER.
(hereinafter "Limited Partners"). Said General Partners and
Limited Partners do voluntarily associate themselves as partners
under this Agreement for the purpose of conducting the business
described herein.
W I T N E S S E T H:
1. Formation. This Limited Partnership is formed
pursuant to the laws of the State of Idaho and the Idaho Limited
Partnership Act, including amendments thereto which may be enacted
from time to time. The terms and conditions of this Agreement, as
amended in writing, shall apply unless the Idaho Limited
Partnership Act expressly provides that the statute supersedes any
provision to the contrary in a partnership agreement. The partners
agree to promptly. execute duplicate Certificates of Limited
Partnership and cause the Certificates to be filed in the Offices
of the Idaho Secretary of State, or in lieu thereof, the partners
may file these Articles of Limited Partnership, in duplicate, in
the offices of the Idaho Secretary of State. The partners further
ARTICLES OF LIMITED PARTNERSHIP P. 1
agree to take such further action as shall be appropriate to comply
with the legal requirements for the formation and operation of a
limited partnership in all states where the Partnership wishes to
do business. The purpose of the Partnership.is to acquire, own,
hold, manage, and sell property, both real and personal, which is
to be held solely for investment purposes.
2. Name of Partnership..The name of the Partnership
shall be J. R. AND BONNIE P. SCHWENKFELDER LIMITED PARTNERSHIP.
3. Registered Agent/Principal Place of Business The
name and address of .the Partnership's registered agent for service
of process is as follows: 1900 South Cole Road, Boise, Idaho,
83704. The principal place of business of the Partnership shall be
1900 South Cole Road, Boise, Idaho, or such other place of places
as the General Partners may hereafter determine. The Partnership
may maintain additional places of business.
4. Term of Partnership. The Partnership shall commence
on the filing of the Certificate of Limited Partnership and shall
continue until the death, bankruptcy, disability, resignation or
'termination of the sole remaining General Partner, unless the
Limited Partners elect to continue the partnership pursuant to the
provisions of this Agreement, or unless sooner terminated by law,
unanimous agreement of all General Partners, or the sale of
substantially all of the Partnership assets.
ARTICLES OF LIMITED PARTNERSHIP P. 2
5. Accounts.
(a) Complete and accurate books of account, to be
maintained on the cash basis of accounting, shall be kept at the
Partnership's principal place of business, and shall be open to
inspection by any partner or by his authorized representative at
any time during ordinary business hours. The Partnership's
accounting period shall be the -calendar year.
(b) Separate capital and undistributed profits
accounts shall be maintained for each partner. All Partnership net
profit and loss items shall be charged or credited to the
undistributed profits accounts of the Partners on a pro rata basis.
(c) The books of account shall be closed promptly
after the close of each calendar year, and a report shall be
prepared and sent to each partner showing a balance sheet as of the
end of such year, a statement of income and expense for such year,
and a statement of each partner's capital investment and income or
loss.
(d) In addition to the annual report, the General
Partners shall cause income tax returns for the Partnership to be
prepared and filed with the appropriate authorities. Copies or
summaries thereof shall be distributed by the General Partners to
the Limited Partners for use in preparing their tax returns.
6. Contributions to Capital and Interest in Income.
(a) Upon execution of this Agreement the partners shall
jointly convey and assign to the Partnership by deed the real
ARTICLES OF LIMITED PARTNERSHIP P. 3
property described on Schedule C attached hereto, subject to
liabilities and encumbrances, appurtenant thereto which Partnership
does not assume, and by general assignment and bill of sale the
personal property described on Schedule A attached hereto. These
assets shall constitute the original. capital of the Partnership.
It is acknowledged that said assets were hereinbefore owned 50% by
the General Partners and 50% -by the Limited Partners, each owing
25% interest in the property as tenants in common.
(b) The partners shall not be required to make
additional contributions to Partnership capital. Nothing in this
Agreement shall prevent any partner from making unsecured cash
loans to the Partnership by agreement with the Partnership. All
such loans shall bear interest at the rate determined by separate
written agreement between the Partnership and the lending partner,
which rate shall not exceed 1% per annum above the prime rate
charged by the First Security Bank of Idaho, N.A., Boise, Idaho, at
the time such loan is made.
7. Allocations Among Partners
(a) The original capital of the Partnership shall be
divided into equal parts (hereinafter referred to as Units).
(b) The General Partners shall each have the following
number of Units (referred to as "General Partnership Units"):
General Partner No. of Units
J. R. Schwenkfelder 50
Bonnie -P. Schwenkfelder 50
ARTICLES OF LIMITED PARTNERSHIP P. 4
(c) The Limited Partners shall each have the following
number of Units (referred to as "Limited Partnership Units")
General Partner No. of Units
Kelli Rae
Schwenkfelder-Elliott 50
J. Trent Schwenkfelder 50
(d) The partners agree that any negative capital account
shall be treated as a loan from the Partnership and that any
negative capital account shall be restored out of any distribution
by the Partnership on termination of Partnership or any
distribution by the Partnership of real or personal property, or
proceeds from the sale of such items outside of the ordinary course
of the Partnership's business.
8. Partnership Costs and Expenses
(a) All costs and expenses of the Partnership shall be
paid from Partnership funds; including but not limited to: (i)
costs of acquiring, operating, and maintaining real and personal
property; (ii) salaries of employees; (iii) legal and accounting
fees and expenses including those in connection with the formation
of the Partnership; (iv) taxes (except income taxes payable by the
partners), insurance, interest, travel expenses, long distance
telephone and telegraph expenses, repair and maintenance expenses,
(v) every other cost and expense incurred in the Partnership
business whether like or unlike the foregoing, and (vi) a
management fee to General Partners as determined from time to time
by a General Partner.
(b) All payments 'under this paragraph 8, and all
ARTICLES OF LIMITED PARTNERSHIP P. 5
compensation paid to the General Partners under paragraph 11, shall
be treated as Partnership costs and expenses for Partnership
accounting purposes and not as a payment or partial payment of
Profits to the General Partners.
9. Allocation and Distribution of Profit and Loss Items.
(a) Ordinary Income, Revenue, Profits, Expenses and
Losses (Profits and Losses). Excluding the items identified in
paragraph 9(b), for tax and accounting purposes, ordinary income,
revenue, profits, expenses and losses shall be allocated
proportionately to the General Partners and Limited Partners in
proportion to the number of Units held by each such partner at the
end of the calendar year of the Partnership as compared to the
total number of Units of General Partners and Limited Partners of
the Partnership.
(b) Distributions of the net profit and loss items of
the Partnership shall be made at least annually in the proportions
specified herein unless the General Partners determine that the
reasonable needs of the business require that a given amount of
earnings or gains be retained by the Partnership, in which case
such amount may be retained and transferred pro rata to the
partners' respective capital accounts.
lo. Rights Duties and Power of the General Partners
(a) The General Partners shall be solely responsible for
the management of the Partnership business, with all rights and
powers generally conferred by law or necessary, advisable, or
consistent in connection therewith. The General Partners shall
receive reasonable compensation from the Partnership in the amount
ARTICLES OF LIMI`iED PARTNERSHIP P. 6
set forth in paragraph 8(a) vi above unless the General Partners in
their sole discretion consent in writing to a lesser amount. The
General Partners shall have the power on behalf of and for the
Partnership to acquire property and to lease all or any portion on
behalf of and for the Partnership to acquire property and to lease
all or any portion thereof; to sell, assign, lease, convey, or
transfer for value all or any portion of the property of the
Partnership to borrow money; to repay, in whole or in part, to
modify or extend any mortgages affecting such property; to execute,
acknowledge, and deliver any and all instruments to effectuate the
foregoing; to contract for the erection and construction of
improvements and facilities; to employ from time to time, persons,
firms or corporations in the operation of the Partnership business,
including, without limitation, accountants and attorneys, or such
terms and for such reasonable compensation as they shall determine;
and to do all things convenient to accomplish the business of the
Partnership. The General Partners are specifically authorized to
hire members of their families as employees of the Partnership and
furthermore specifically authorized to hire retired General
Partners as consultants. The General Partners shall conduct the
business of the Partnership in accordance with similar industry and
business standards, and shall use their best efforts on the
Partnership's behalf. The General Partners shall have the
authority to make any tax elections required or deemed desirable.
By way of extension of the foregoing and not in limitation thereof,
the General Partners shall, except as otherwise provided in this
Agreement, have all the rights and powers granted by the Idaho
ARTICLES OF LIMITED PARTNERSHIP P. 7
Limited Partnership Act to General Partners.
(b) No assignee or transferee for value of all or any
portion of the property of the Partnership shall be required to
investigate the General Partners' authority to sell, assign,
convey, or transfer for value or otherwise liquidate all or any
portion of any interest in such property. Any such sale,
conveyance, assignment or transfer for value, if executed by the
General Partners, shall bind the Partnership.
(c) The General Partners shall devote such time as is
necessary for the management of the Partnership; provided, however,
nothing contained herein shall prevent the General Partners from
participating in any other business venture or endeavor.
(d) Any of the Partners, General or Limited, may engage
in, possess an interest in and/or be affiliated with other business
ventures of every nature and description, independently or with
others, including, but not limited to, the ownership, financing,
leasing, operation, management selling, and development of farms
and of real and/or personal property; and neither the Partnership
nor the partners thereof shall have any rights in and to said
independent ventures or the income or profits derived therefrom.
The fact that a partner, General or Limited, or a member of his
family, or an officer, director, or stockholder, of such partner is
employed by, or is directly or indirectly interested in or
connected with, any person or firm employed by the Partnership, to
render or perform a service, or with whom the Partnership may buy
merchandise or other property shall not prohibit 'the General
Partners from employing such persons or firm, or from otherwise
ARTICLES OF LIMITED PARTNERSHIP P. 8
dealing with it, provided that the terms are reasonable and fair to
the Partnership, and in such event neither the Partnership nor any
other partners thereof shall have any rights in or to any income or
profits derived therefrom. Nothing herein shall be deemed to
authorize a Limited Partner to take part in the control of the
Partnership business.
(e) The General Partners shall not be liable,
responsible, or accountable in damages or otherwise to any of the
partners for, and the Partnership shall indemnify and save harmless
the General Partners from any loss or damage incurred by reason of
any act or omission performed or omitted by them in the absence of
bad faith on behalf of the Partnership, provided that the General
Partners,were not guilty of gross negligence or willful misconduct.
11. Rights Duties, and Powers of the Limited Partners.
(a) A Limited Partner shall not be bound by, or be
personally liable for, the expenses, liabilities, or obligations of
the Partnership.
(b) A Limited Partner shall take no part in, or
interfere in any manner with, the conduct or control of the
business of the Partnership and shall have no right or authority to
act for, or bind, the Partnership.
(c) No Limited Partner shall have the right to withdraw
from, or reduce his contribution to the capital of, the
Partnership, except as provided in this Agreement. No Limited
Partner shall have the right to bring an action for .partition
against the Partnership. No Limited Partner shall have the right_
to demand or receive property other than cash in* return for his
ARTICLES OF LIMITED PARTNERSHIP P. 9
contribution, but at the discretion of the General Partners if the
Partnership continues, or at the discretion of one charged with
winding up the affairs of the corporation, property may be
distributed in lieu of cash. Each Limited Partner shall have the
same priority as other Limited Partners as to the return of
contributions of capital, or as to profits, revenue, crops,
liquidating distributions, or other distributions.
1. Limitation on Transferability of Limited
Partnership Interests.
(a) The General Partner may not assign or otherwise
transfer his interest as General Partner without the prior
unanimous written consent of the other General Partners.
(b) A Limited Partner may not assign or otherwise
transfer his interest or withdraw from the Partnership, except with
the prior written consent of all of the General Partners.
(c) An "assignment or other transfer" for this purpose
includes, but'is not limited to, a sale, exchange, hypothecation,
collateral assignment, and subjecting the Partnership interest to
a security interest, or any part thereof. If a termination of a
partner occurs by reason of bankruptcy, the Partnership, at its
sole election, shall have the right to purchase the terminated
partner's interest in the Partnership at the unappreciated capital
account value of said Partnership interest. Said purchase, if
desired by the Partnership, shall be paid within six (6) months
from the adjudication of bankruptcy.
13. Death, Retirement Ef-c of a Partner. "Termination"
of a General Partner means the death, incapacity, expulsion,
ARTICLES OF LIMITED PARTNERSHIP P. 10
withdrawal or bankruptcy of such General Partner or an assignment
or other transfer of his or its interest in the Partnership as
herein provided.
14. Admission of Additional Limited Partners. With the
prior written unanimous consent of the General Partners, new
Limited Partners may be admitted into the Partnership upon the
payment of such capital contribution and upon such terms as the
General Partners unanimously decide.
15. Business Continuation in the Event of
Termination of a General Partner.
(a) Upon the termination of a General Partner, the
business shall be continued by the remaining General Partners, if
any.
(b) Upon the termination of the sole remaining General
Partner, a Substituted General Partner may be designated by the
Limited Partners. The affairs of the Partnership shall not be
wound up by following dissolution, but the business of the
Partnership shall be continued by the Substituted General Partner
as a continuing Limited Partnership bound by the terms hereof; the
continuing Limited Partnership shall automatically, and without
further asset or act of the Limited Partners, succeed to all of the
assets of the Partnership. If such designation does not occur
within sixty (60) days after the termination of the sole remaining
General Partner, the Partnership shall be dissolved and liquidated.
If the Partnership is continued, it may continue to use the then
name of the Partnership.
16. Termination of General or Limited Partner. Upon the
ARTICLES OF LIMITED PARTNERSHIP P. 11
termination of any partner, the Partnership, at its sole election,
shall have the right to purchase the terminated partner's interest
in the Partnership at the unappreciated capital account value of
said Partnership interest. Said purchase if desired by the
Partnership, shall be paid within six (6) months from the date of
termination. In the event the Partnership interest is not
purchased by the Partnership as aforesaid, the terminated partner's
interest shall vest in his heirs, legatees, successors, trustees,
or other legal representative, or assignee, who then may be
admitted as a substituted General or Limited Partner, as the case
may be. The termination of a Limited Partner shall not cause the
dissolution of the Partnership. The termination of one of several
General Partners, if any, shall not cause the dissolution of the
Partnership.
17. Dissolution; Termination; Winding Up;
Liquidation Rights. Upon a dissolution, termination, and winding
up of the Partnership, the General Partners shall take full account
of the Partnership assets and liability, and the Partnership
property shall be applied and distributed in the following order:
(a) To the payment of creditors, other than partners, in
the order of priority as provided by law;
(b) To the payment of loans made to the Partnership by
Limited Partners;
(c) To the payment of loans made to the Partnership by
General Partners;
(d) To the General Partners in respect to their original
capital contributions;
ARTICLES OF LIMITED PARTNERSHIP P. 12
(e) To the Limited Partners in respect to their original
capital contributions;
(f) To the General Partners proportionately in respect
to their share of the profits and other compensation by way of
income on their contributions (i.e. that amount in their capital
account over and above their original capital contribution).
(g) To the Limited Partners proportionally in respect to
their share of the profits and other compensation by way of income
on their contributions (i.e. that amount in their capital account
over and above their original capital contribution);
(h) Anything remaining shall proportionately go to the
Limited Partners.
18. No Right to Property Other Than Cash. In the event
of a liquidation, the partners have no right to property other than
cash, but at the option of the person charged with the duty of
winding up the Partnership affairs, specific assets may be
distributed as that person deems in lieu of cash.
19. Notices. All notices under this Agreement shall be
in writing, and shall be given to the Limited or General Partner
entitled thereto by personal service, or by United States mail, to
the address set forth next to their signatures at the end of this
Agreement, unless otherwise specified in writing sent to the
Partnership.
20. Titles Captions Not Controlling. Titles or
captions contained in this Agreement are inserted only as a matter
ARTICLES OF LIMITED PARTNERSHIP P. 13
of convenience, and for reference, and in no way define, limit,
extend, or describe the scope of this Agreement or the intent of
any person hereof.
21. Agreement Binding. This Agreement shall be binding
upon all 'parties hereto, their heirs, successors, assigns, and
legal representatives forever.
22. Amendment. This Agreement may be amended only by
the written agreement of all parties.
23. Title of Partnership Property. The property of the
Partnership shall be held in the name of the Partnership.
24. Words and Gender or Number. As used herein, unless
the context clearly indicates the contrary, the singular number
shall include the plural, the plural the singular and the use of
any gender shall be applicable to all genders.
25. Exhibits. Any exhibit attached to this Agreement is
incorporated herein.
26. Power of Attorney. Each Limited Partner irrevocably
constitutes and appoints the General Partners his true and lawful
attorneys, in his name, place and stead to make, execute,
acknowledge and file a Certificate of Limited Partnership under
applicable laws and any other certificates or instruments,
including registration or filings concerning the use of fictitious
names and filings required or appropriate under the laws of any
state, or which the General Partners shall deem advisable to file,
ARTICLES OF LIMITED PARTNERSHIP P. 14'
including amendments and modifications of the Agreement and
documents required to effectuate the dissolution and termination of
the Partnership.
Each Limited Partner agrees that the Power of Attorney is
coupled with an interest, and that such Power of Attorney, as well
as the other powers of the General Partners set forth in this
Agreement, shall survive the death or legal incapacity of a Limited
Partner and shall survive the delivery of an assignment by a
Limited Partner of the whole or any portion of his Partnership
interest, except that where an assignee of a Partnership interest
has been approved by the General Partners as a Substituted Limited
Partner, the Power of Attorney of the assignor Limited Partner
shall survive the delivery of such assignment for the sole purpose
of enabling the General Partners to execute, acknowledge and file
any instruments necessary to effectuate the substitution.
IN WITNESS WHEREOF, the parties hereto have hereunto set
their hands the day and year first above written.
GENERAL PARTNERS:
LIMITED PARTNERS:
01/' -: / .0 , ,.
J. R. SCHWENFELDER
BONNIE P. SCffWENKFELDVR
C
KELLI RAE SCHWENKF LDER-ELLIOTT
J.,RENT SCHWENKFELDER
ARTICLES OF LIMITED PARTNERSHIP P. 15
STATE OF IDAHO )
ss
County of Ada )
On this 3 / day of J/4wuifti y , 1992, before me,
the undersigned, a Notary Public in and for the State of Idaho,
personally appeared before me J. R. SCHWENKFELDER AND BONNIE P.
SCHWENKFELDER, husband and wife, known or identified to me to be
the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
the day and year first aN2ve written.
,,���►� u.eia
e� ti,4s0 ••ago �,A ,�
0r A1�`1�0° l� ,o
NOTARY PUBLIC FOR IDAHO
Residing at Boise, Idaho
os
fO F
fE ,„�
STATE OF IDAHO )
ss
County of Ada )
On this —21 day of `4o1y,4"� , 1992, before me,
the undersigned, a Notary Public in andof r the State of Idaho,
personally appeared before me KELLI RAE SCHWENKFELDER-ELLIOTT, a
married woman, known or identified to me to be the person whose
name is subscribed to the within instrument and acknowledged to me
that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
the day and year first above written.
'�A 0 . T ',.,�
,OTA NOTARY PUBLIC FOR IDAHO
r -Residing at Boise, Idaho
O
So
r.. • u
fit
ARTICLES OF LIMITED PARTNERSHIP P. 16
STATE OF IDAHO
) ss
County of Ada )
On this � / day of ����-i�/1 y 1992, before me,
the undersigned, a Notary Public in and for the State of Idaho,
personally appeared before me J. TRENT SCHWENKFELDER known or
identified to me to be the persons whose name is subscribed to the
within instrument and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
the day and year first above written.
,` V °°a• o � ISI _
O NOTARY PUBLIC FOR IDAHO
Residing at Boise, Idaho
F
, s i
c: ' .I
ARTICLES OF LIMITED PARTNERSHIP P. 17
July 25, 2001
City of Meridian
Planning & Zoning Department
200 E. Carlton Avenue
Suite 201
Meridian, Idaho 83642
To Whom it May Concern,
I , JR. Schwenkfelder, general partner of J.R.Schwenkfelder and Bonnie P. Schwenkfelder Limited Partnership, am authorizing Kurt
Kroll of Professional Constructors, Inc. to act on behalf of the Schwenkfelder Limited Partnership in submitting for all penuitting
and planning requirements concerning the application pertaining to the Commercial Tire store in Meridian.
Sincerely,
J.R.Schwenld'elder
General Partner
On this 1 S'" day of July, in the year 2001, a Notary Public in and for said State. Personally appeared John R. Schwenkfelder,
known or identified to me to be the person (s) whose name (s) are subscribed to the within Instrument, and acknowledged to me that
they executed the same.
Notary bli of Idaho
Residing at: ��,
Commipsio:n expires
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Sent By: City of Meridian;
HOPE-*)NDF,ROSA GREG LTD:
PO 13OX 5668
PORTLAND OR 97228-5668
2319 IMEW.DLAN RD
8886854;
Aug -14-01 3:16PM; Page 2/4
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10250 WIRSPERING C:LIFPS UK
BOISE tD 83704-0000
316 SW�03KD AVE
0 SW 03R13 AVE
250 W #ENNWOOD ST
184 W KNN WOOD ST
279 W #ENNWOOD ST
231 W PENNWOOD ST
179 W #ENNWOOD ST
CASCADE APARTMENTS LLC
P0 Hat $ I $
MEWOkAN ID 83680-0518
S MERIDIAN RD
325 S MERIDIAN RD
MAYFIELD ROBERT E & EVA14GELINA
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CHALLIS TO 83226-9701
305 S MERIDIAN RD
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2060 N SPARKLING PL
MERJOTAN TD 83642 -OW
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7504 14MA
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BOISE W 83706-3671
N MERWIAN RD
S MERIDIAN RD
555 S MERIDIAN RD
MERIDIAN BOWLING LANES INC
2710 LAURELHURST DR
BOISE ID 83705-4562
324 S MERIDIAN RD
WILD SHAMROCK PARTNERSI-11P
12301 W EXPLORER DR STE 240
1301SE 1D 83713.0000
450 S MERIDIAN RU
520 S MERIDIAN RD
FIRST S17C".URITY BANK Of IDA140
PO BOX 30006
SALT LAKE CITY UT 84130-0006
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Sent By: City of Meridian;
8886854; Aug -14-01 3:16PM; Page 3/4
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FIRST AMERICAN
N & D, Inc., an Idaho corporation
nd existing under the laws of the State of Idaho, grantor, does hereby Grant, Bargain, Sell
a corporation duly organized a
and Convey unto
John R. Schwenkfelder, a married man as
married man as his sole and his sole and separate property, separate
Trent Schwene,
and J. property
whose address is: 2060 N. Sparkling Place, Meridian, ID 83642
grantee, the following described real estate, to -wit:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART THEREOF.
irri ation district assessment, public utility easements, subdivision restrictions
SUBJECT TO current years taxes, g
and U.S. patent reservations. his heirs and
LD The said premises, with their appurtenances unto the said Grantee,
TO Hnt to and with
AVE AND TO HOi
assigns forever. And the said Grantor does hereby covenathe will wrrant and defend the same from all
id Grantee, that it is the owner in a fee
simple of said premises; that they are free from all encumbrances and that
lawful claims whatsoever.
T1.T TT IT
m a rPcnlnrinn of irc Anar[1 of Directors has caused its
QUITCLAIM
For Value Received
li,hn R. Schwenk felder, a married man ;is his sole and separate pr
sole and separate pr
<In hereby convey, release, remise and forever quit claim unto
John 1,
\\ hose address is 2060 N. Sparkling Place, Meridian, Idaho 83642
he following described premises, to -wit;
EXHIBIT "A" ATTACHED HERETO AND MADE A PART
.;thcr with their appurtenances.
led: November 20, 2000
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A3.01