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HomeMy WebLinkAboutCC - Affidavit of Legal Interest AFFIDAVIT OF LEGAL INTEREST STATE OF IDAHO ) COUNTY OF ADA ) L ft8�L- 5LA m;�, fly 2 (name) (address) w (City) (state) being first duly sworn upon, oath,depose and say: 1. That I am the record owner of the property described on the attached, and I grant my permission to: The Land Group, Inc. 462 E Shore Drive, Ste 100, Eagle, ID 83616 (name) (address) to submit the accompanying application(s)pertaining to that property. 2. I agree to indemnify, defend and hold the City of Meridian and its employees harmless from any claim or liability resulting from any dispute as to the statements contained herein or as to the ownership of the property which is the subject of the application. 3. I hereby grant permission to City of Meridian staff to enter the subject property for the purpose of site inspections related to processing said application(s). Dated this --2� _ day of `J�P , 20 Z/-( C:1: (L11-Agnature) SUBSCRIBED AND SWORN to before me the day and year first above writt �'IS111111y1/i, lG sze •' �•,� (Notary Public r Idaho •JOTAR y1 �•s Z Residing at: pAr ID o zo 1PUB LAC:' My Commission Expires: C5 to 2 208 ti . moose• OF •�41111181904 (Rcv 05/29120) OPERATING AGREEMENT OF EPIC SHINE OVERLAND, LLC A Single Member Manager Managed Limited Liability Company Date Effective: December 2, 2021 OPERATING AGREEMENT-i OPERATING AGREEMENT OF EPIC SHINE OVERLAND, LLC The undersigned member, desiring to form a limited liability company under the Idaho Uniform Limited Liability Company Act("Act"), hereby agrees as follows: ARTICLE 1 DEFINITIONS 1.1 Name. The name of the limited liability company is Epic Shine Overland, LLC (hereinafter,the"Company"). 1.2 Articles of Organization. The Articles of Organization for the Company were filed with the Idaho Secretary of State on August 7, 2021 ("Articles"). 1.3 Principal Place of Business. The principal place of business shall be 252 S. Cole Road,Boise, Idaho, 83709, or such other location or locations as the manager may establish from time to time. 1.4 Registered Office and Re ist_g erect Agent. The Company's initial registered office shall be at 252 S. Cole Road, Boise, Idaho, 83709, and the name of its initial registered agent at such address shall be Daniel Abel. The manager may change the registered office and registered agent from time to time. 1.5 Business P ose. The primary purpose of the Company shall be to engage in any lawful business permitted by the Act or the laws of the State of Idaho. 1.6 Aueement. The member executing this Operating Agreement of Epic Shine Overland, LLC ("Agreement") hereby agrees to the terms and conditions of the Agreement, as it may from time to time be amended according to its terms. To the extent any provision of the Agreement is prohibited or ineffective under the Act,the Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under such Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of the Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. OPERATING AGREEMENT- I ARTICLE 2 MEMBER, CONTRIBUTIONS, AND INTERESTS 2.1 Name and Address. The sole member of the Company is JoPaul & Sons, LLC, an Idaho limited liability company, whose address is 3480 N. Timber Ridge Lane, Boise, Idaho 83616. The member is the sole member and holds one hundred percent(100%)of the membership interests. Member JoPaul & Sons, LLC's manager is Daniel Abel. 2.2 Units of Membership Interest. Except as otherwise provided in this Agreement,the interest of each Member in the capital and profits of the Company will be in the form of units of membership interest("Units"). The Company is authorized to issue up to 2,000,000 Units. Of this amount, 300,000 Units have been issued to JoPaul & Sons, LLC. 2.3 Limitation of Liability. The member's liability shall be limited to the maximum extent permitted by applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs shall not be grounds for imposing personal liability on the member for liabilities of the Company. 2.4 Other Business of Member. The member may engage independently or with others in other business and investment ventures of every nature and description even if it conflicts with the business of the Company, and shall have no obligation to account to the Company for such business or investments or for business or investment opportunities. 2.5 No Additional Contributions. The member shall not be required to make any additional capital contributions. A majority of the members may determine from time to time that additional contributions are needed to enable the Company to conduct its business. Upon making such a determination, the Company shall give written notice to all members at least thirty (30) days prior to the date on which such additional contribution is due. Such Notice shall set forth the amount of additional contribution needed, the purpose for which the additional contribution is needed, and the date by which the members should contribute_ Each member shall be entitled to contribute a proportionate share of such additional contribution, determined in accordance with their respective sharing ratios.No member shall be obligated to make any additional contributions. In the event any one or more members do not make their ratable share of an additional contribution, the other members shall be given the opportunity to make the contributions, in proportion to their respective sharing ratios (excluding for this purpose the sharing ratios of the members that do not elect to contribute their ratable shares).Each additional member shall make the capital contribution to which such member has agreed, at the time or times and upon the terms to which the Company and the additional member agree. 2.6 No Interest on Capital Contributions. No interest shall be paid on capital contributions. 2.7 Perpetuily. This Company shall exist in perpetuity unless sooner terminated in accordance with the terms hereof or pursuant to the Act. OPERATING AGREEMENT-2 ARTICLE 3 MANAGEMENT,MEMBERS AND AMENDMENTS 3.1 Manager. As provided in the Articles,the Company shall be managed by a manager chosen by the member from time to time. The initial manager shall be Daniel Abel. Daniel Abel is hereby authorized as the authorized agent for the Company to execute any and all documents on behalf of the Company. 3.2 Authority of Manager to Bind the Company. Except for those situations in which the approval of the member is required by the Act or this Agreement, the manager shall have and exercise full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business, property and affairs. All decisions made and actions taken by the manager with respect to the management and control of the Company shall be binding on the Company and the member. 3.3 Indemnification. The Company shall indemnify the Members for all costs, losses, liabilities and damages paid or accrued by such Member in connection with the business of the Company, to the fullest extent provided or allowed by the laws of the State. Furthermore, the Company shall indemnify Members for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which a person is a party because the person is or was a Member. 3.4 Voting Rights. The member shall not be required to vote on any matter with respect to which the manager has authority to act under Section 3.2 above, unless the vote of the member is specifically requested by the manager. 3.5 Member Meetings. Unless and until the Company has more than one 1 member, — .� � p Y � ) member meetings shall not be required. 3.6 Amendment. The member may amend or repeal the provisions of this Agreement in writing. This Agreement may not be amended or repealed by oral action. ARTICLE 4 ACCOUNTING AND RECORDS 4.1 Books of Account. The Company's books and records and this Agreement shall be maintained by the manager. The manager shall keep, or cause to be kept,books and records of the operation of the Company which are appropriate and adequate for the Company's business and for the carrying out of this Agreement. 4.2 Fiscal Year. The fiscal year of the Company shall be the calendar year. ARTICLE 5 OPERATING AGREEMENT-3 ADDITIONAL MEMBERS 5.1 Profits and Losses. Profits and Losses of the Company shall be allocated one hundred percent(100%)to the member. 5.2 Distributions. The Company shall make distributions at such times and in such amounts as the manager shall determine. ARTICLE 6 ADDITIONAL MEMBERS 6.1 Admission of New Members. No new members may be admitted unless approved in writing by member JoPaul & Sons, LLC. Notwithstanding the foregoing, a person shall not become a member unless and until such person agrees to be bound by this Agreement and to satisfy any other reasonable requirements of the manager.No membership interest in the Company may be encumbered or a security interest granted therein except upon the prior written approval of Daniel Abel. 2 Rig hts hts of Unadmitted Assignees. A acquires a person who ac wi membership interest but p q p who is not admitted as a member pursuant to Section 6.1 ("Assignee") shall be entitled only to the economic rights with respect to such transferred membership interest in accordance with this Agreement, and shall have no right to vote on any matters as a member, shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the boobs or records of the Company, and shall not have any of the rights of a member under the Act or this Agreement. ARTICLE 7 DISSOLUTION 7.1 Events of Dissolution. Except as otherwise provided in this Agreement, the Company shall dissolve upon the earlier of(a)the withdrawal or bankruptcy of the member;or(b) vote of dissolution by the member. 7.2 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company,the affairs of the Company shall be wound up. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds applied as follows: 1. First, to the payment and discharge of all of the Company's debts and liabilities to creditors other than the member; 2. Second, to the payment and discharge of all of the Company's debts and liabilities to the member; 3. The balance, if any, to the member. OPERATING AGREEMENT-4 With approval of the member, the Company may, in the process of winding up, elect to distribute property in kind. ARTICLE 8 INDEMNIFICATION The Company shall indemnify the member and manager to the fullest extent permissible under applicable law, against all liability, loss and costs (including, without limitation, attorney fees through all levels of appeal) incurred or suffered by such person by reason of or arising from the fact that such person is or was a member or manager of the Company, or is or was serving at the request of the Company as a member, director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company,corporation,partnership,joint venture,trust, benefit plan, or other enterprise. The Company may, by action of the manager, provide indemnification to employees and agents of the Company. The indemnification provided in this section shall not be exclusive of any other rights to which any person may be entitled under any statute,bylaw, agreement, resolution of member, contract. or otherwise. ARTICLE 9 MISCELLANEOUS 9.1 Headings. Headings in this Agreement are for convenience only and shall not affect its meaning. 9.2 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. 9.3 Third-Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of the member and shall create no rights or obligations enforceable by any third party, including creditors of the Company, except as otherwise provided by applicable lain. 9.4 Company Not Separate Entity for Tax Purposes. The member has formed the limited liability company under the Act, and expressly intends to have the limited liability company disregarded as a separate entity for the purposes of federal and state income taxation. The Company may have a separate tax identification number. To the extent that such treatment is not obtained due to any provision in this Agreement, this Agreement shall be retroactively amended to the smallest degree necessary to provide for and allow such treatment. The member hereby consents to any and all such amendments. 9.5 Bindim-r Effect. Except as otherwise provided in this Agreement, every covenant, terms, and provision of this Agreement shall be binding upon and inure to the benefit of the member and his heirs, legatees, legal representatives, successors,transferees, and assigns. 9.6 Construction. Every covenant, term, and provisions of this Agreement shall be construed simply according to its fair meaning. 9.7 Time. Time is of the essence with respect to this Agreement. OPERATING AGREEMENT-5 9.8 Governing Law. The laws of the State of Idaho shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the member. 9.9 Notice. All notices, demands, requests and other communications required or permitted hereunder shall be in writing and shall be deemed delivered on the earlier of(i)three (3) days after the date of posting of registered or certified mail,addressed to the addressee at its address set forth herein or at such other address as such parry may have specified theretofore by notice delivered in accordance with this section, (ii) attempted delivery or refusal to accept delivery if sent by courier or other personal delivery service, or(iii)actual receipt by the addressee regardless of the method of giving notice. The addresses in this Agreement, as amended from time to time, shall be used for purposes of giving notice to the member. 9.10 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 9.11 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. 9.12 Attorney Fees. In the event any action is instituted to enforce or determine the parties'rights or duties arising out of the terms of this Agreement,the prevailing parry shall recover reasonable attorney fees and costs through all levels of any action incurred in such proceeding. ADOPTED effective as to the date first set forth above, by the undersigned, constituting the sole member and manager and the authorized agent of the Company. MEMBER: JoPaul & s, LLC By: iel Abel. Manager MANAGER: D el Abel OPERATING AGREEMENT-6