Application(~irE IDR IAN,-
~J
MayorTammy de Weerd
City Council Members:
Keith Bird
Brad Hoaglun
Charles Rountree
David Zaremba
TRANSMITTALS TO AGENCIES FOR COMMENTS ON
DEVELOPMENT PROJECTS WITH THE CITY OF MERIDIAN
To insure that your comments and recommendations will be considered by
the Meridian Planning and Zoning Commission please submit your
comments and recommendations to Meridian City Hall
Attn: Jaycee Holman, City Clerk, by: April 29, 2010
Transmittal Date: April 14, 2010 File No.: PFP 10-002
Hearing Date: May 6, 2010
Request: Public Hearing -Approval of a combined Preliminary /Final Plat consisting
of 3 building lots on 11.91 acres of land in a C-G zoning district for Freedomworks
Subdivision
By: Wally Morgas
Location of Property or Project: SWC of W. Overland Road & S. Stoddard Road
Joe Marshall (No FP)
Scott Freeman (No FP)
Wendy Newton-Huckabay (No FP)
Michael Rohm (No FP)
Tom O'Brien (No FP)
Tammy de Weerd, Mayor
Charlie Rountree, C/C
Brad Hoaglun, C/C
Keith Bird, C/C
David Zaremba C/C
Water Department
Sewer Department
Sanitary Services (No vAR, VAC, FP)
Building Department /Rick Jackson
Fire Department
Police Department
City Attorney
City Planner
City Public Works /Scott Steckline
Parks Department
Economic Dev. (cuP only)
Meridian School District (No FP>
Meridian Post Office (FP/PP/sHP only)
Ada County Highway District
Ada County Development Services
Central District Health
Nampa Meridian Irrig. District
Settlers Irrig. District
Idaho Power Co. (FP,PP,cuP/SHP only)
QWeSt (FP/PP/SHP only)
Intermountain Gas (FP/PP/sHP only)
Bureau of Reclamation (FP/PP/sHP only)
Idaho Transportation Dept. (No FP>
Ada County Ass. Land Records
Downtown Projects:
Meridian Development Corp.
Historical Preservation Comm.
South of RR / SW Meridian:
NW Pipeline
New York Irrigation District
Boise-Kung Irrigation District
Your Concise Remarks:
City Clerk's Office • 33 E. Broadway Ave., Meridian, ID 83642
Phone 208-888-4433 •Fax 208-888-4218 • www.meridiancity.org
• •
E IDIAN~~-- Planning Department
.; ,_ z ~s COMMISSION & COUNCIL REVIEW APPLICATION
Type of Review Requested (check all that apply)
^ Alternative Compliance
^ Annexation and Zoning
^ Comprehensive Plan Map Amendment
^ Comprehensive Plan Text Amendment STAFF USE ONLY:
^ Conditional Use Permit ~~~ _ `O _ l~OZ
File number(s):
^ Conditional Use Pernut Modification
^ Design Review
Final Pla[ f ~e~l~M ~d/'IC.S
Final Plat Modification Project n~une:
^ Planned Unit Development Date filed: ~~-0~ ~~ Date complete: ~~~'~~
~] Preliminary Plat ~~ ~~
^ Private Street Assigned Planner: ~ arsO~
^ Rezone Related files: gZ'by-O ~ 3 , G u~'0~/-0~7
^ Short plat Q~~ lD~f,34~72 ; MCA-o7-i<'3a
^ Time Extension (Commission or Council) .-~~
^ UDC Tex[ Amendment Hearing date: ~ ~' ~~ ~I Corrunission ^ Council
^ Vacation (Council)
^ Variance
^ Other
Applicant Information
Applicant name: wG.
Applicant address:
W, ovc~lo--~ ~. ~Q
Phone: `f ~ 9' O Oy.3
Zip: ~ ~ 6 ~("
Applicant's interest in property: (~ Own ^ Rent ^ Optioned ^ Other
W ~~ ~ ~..,~ C. ~ v - ~ rwy K ~,.. k Cupr~'•-~ Phone:
Owner name: i o V e
P,v, 4ox S ~~ 6 7s .5 ~l~ 2~, K~+~~sQ ~1 33 ~
Owner address: , ,,,,~ ya gyp;
Agent name (e.g., architect, engineer, developer, representative): Platt h er^ - ~~~. ~ a; (t V
Firm name: L C 1 ~ ~j ~e~r y~~-.5~ ~e ~. w~ Phone:
Address:
Primary contact is: ^ Applicant_ ^~ caner Agent ^ Other
Contact nalme: ~-~ ~" (~~1~-; t
E-mail: {-- ~i ~V ~ ~~~ -- ~n.5 . [~o ~
ect Property Information
Location/street address: ~ ~'.3 ~/ • ~ / c1(o-.
Phone: - 600
Fax:
Assessor's parcel number(s): ~.5 ~ of ~~~( a. ~{- ~f 5 , ~ a. ~ ~ ~f'a-~ ~ ~j$
Township, range, section: SST ~ ~ ~ ~/ Total acreage:. ~ (~ ~}
Cwrent land use: COM r~e.~G ; G~ ~ Current zoning district: G "' CT
Zip:
33 E. Broadway Avenue, Suite 210 Meridian, Idaho 83642
Phone: (208) 884-5533 • Facsimile: (208) 888-6854 • Website: www.meridiancity.org
1
• •
Project Description
Project/subdivision name: r r~ ~.,,` (,/~~ ~ S .SUII b~;v;Si ~h. ~
General description of proposed project/request: su ~id`.~ i dr U~~- G uh.r.e~ei.l ~(1-.---(~.
Proposed zoning district(s): ~.-
Acres of each zone proposed: (~. 4 ~
Type of use proposed (check all that apply):
^ Residential ~-Cormnercial ^ Office ^ Industrial ^ Other
Amenities provided with this development (if applicable):
Who will own & maintain the pressurized irrigation system in this development? C t~~'Y Suv l <<
Which irrigation district does this property lie within?
Primary irrigation source: Secondary:
Square footage of landscaped areas to be irrigated (if primary or secondary point of connection is City water): (~ O,f
Residential Project Summary (if applicable)
Number of residential units: Number of building lots:
Number of common and/or other lots:
Proposed number of dwelling units (for multi-family developments only):
1 Bedroom: 2 or more Bedrooms:
Minimum square footage of structure(s) (excl. garage):
Minimum property size (s.f):
Proposed building height: _
Average property size (s.f.):
Gross denSlty (DU/acre-total land): NeC denSlty (DU/acre-excluding roads & allays):
Percentage of open space provided: Acreage of open space:
Percentage of useable open space: (See Chapter 3, Article G, for qualified open space)
Type of open space provided in acres (i.e., landscaping, public, common, etc):
Type of dwelling(s) proposed: ^Siagle-family ^ Townhomes ^ Duplexes ^Mulri-family
Non-residential Project Summary (if applicable)
Number of building lots: ,j Other lots: ~
~/
Gross floor area proposed: ~~~ Existing (if applicable):
I3ours of operation (days and hours): Building height:
Percentage of site/project devoted to the following:
Landscaping: Building: Paving:
Total number of employees: Maximum number of employees at any one time:
Number and ages of students/children (if applicable): Seating capacity:
Total number of parking spaces provided: Number of compact spaces provided:
Authorization
r
Print applicant name: ~o~/en 4.t
Applicant signatw-e: ~..
Date: ~-~' ' ~ '- ~ ~
33 E. Broadway Avenue, Suite 210 • Meridian, Idaho 83642
Phone: (208) 884-5533 • Facsimile: (208) 888-6854 • Website: www.meridiancity.org
2
March 31, 2010
Engineers+
Surveyors
Sonya Watters
City of Meridian
33 E. Broadway AVE
Meridian, Idaho 83642
Re: Freedomworks Subdivision
Dear Sonya,
Please find the attached applications for preliminary plat and final plat for the
property commonly known as the Freedom Storage property located on the
southwest corner of Overland Road and Stoddard Road (Parcel #S1224212485,
12224212455). The property has been developed and has two existing commercial
uses and a portion of bare land that has yet to be developed. The goal of this
application is to subdivide the existing 11.91 acres into three lots.
The property has been annexed and is currently zoned C-G. At this time we are not
requesting any variances or special provisions. The subdivision of this property will
result in two developed lots, one for the Freedom Storage Facility and one for the
Venga Works Building. The third lot is currently vacant and will be made available for
purchase and future development. Cross access easements will be provided to
ensure access to all properties.
The Venga Works Project and Freedom Storage Centers have been great additions
to the city of Meridian. Both projects are well maintained and to our knowledge meet
all provisions and requirements of the City of Meridians Unified Development Code.
Thank you for your consideration of this item. If you have any questions and/or
comments, or desire additional clarification regarding this matter, please do not
hesitate to call us. We may be reached by phone at 208-846-9600 or contact me by
e-mail at Ibailey@lei-eng.com.
Sincerely,
LEI Engineers + Surveyors
~`
Services Include: ~!' " "
• Engineering Laren Galley
Civil
Structural Principal
• Surveying
• Land Planning
Boise Office: 2040 S. Eagle Road • Meridian, ID 83642 f 208.846.9600 b 208.846.9605
Corporate Office: 3302 N. Main Street • Spanish Fork, UT 84660 ~ 801.798.0555 b 801.798.9393
Salt Lake Office: 14441 South 980 West • Bluffdale, UT 84065 t 801.495.2844 b 801.495.2847
• i
SCHEDULE A
Order Number: 7053586
LEGAL DESCRIPTION
A parcel of land being a portion of the Northeast Quarter of the Northwest Quarter of Section 24,
Township 3 North, Range 1 West, Boise Meridian, Ada County, Idaho more particularly
described as follows:
Commencing at the North '/~ corner of said Section 24 from which the West 1/16`h comer of said
Section 24 bears
North 89°06'56" West, 1327.81 feet; thence along the North boundary line of said Section 24
North 89°06'56" West, 677.82 feet; thence leaving said North boundary line
South 00°41'54" West, 25.00 feet to a point on the southerly right-of--way line of Overland Road;
thence along said southerly right-of-way line
South 89°06'56" East, 247.85 feet to the Real Point of Beginning; thence continuing along said
southerly right -of--way line
South 89°06'56" East, 396.90 feet; thence along westerly right-of--way line of Stoddard Road
South 00°51'53" West, 313.01 feet; thence leaving said westerly right-of--way line
North 89°06'56" West, 382.00 feet; thence
North 00°53'04" East, 210.00 feet; tlie-lce
North 89°06'56" West, 15.00 feet; thence
North 00°53'04" East, 103.01 feet to the Real Point of Beginning.
Excepting Therefrom:
A parcel of land located in the Northwest Quarter of Section 24, Township 3 North, Range 1
West, Boise Meridian, said parcel being a portion of that Warranty Deed, filed as Instrument No.
101105707, and also being a portion of the Record of Survey No. 6031, filed as Instrument
Number 103003063, Official Records of Ada County, Idaho, being more particularly described
as follows:
Commencing at the northwest corner of the Northwest Quarter of Section 24, Township 3 North,
Range 1 West, Boise Meridian, thence
South 89°07'25" East, 1977.75 feet (formerly 1977.75') along t}le north boundary of the
Northwest Quarter of Section 24 to a point, said point being the Real Point of Beginning;
thence continuing
South 89°07'25" East 677.96 feet along the north boundary of the Northwest Quarter of Section
24 to the northeast corner of said Northwest Quarter; thence
South 0°51'23" West, 68.00 feet along the east boundary of said Northwest Quarter to a point;
thence
North 89°08'37" West, 33.00 feet to a point on the east boundary of said Warranty Deed and
Record of Survey ;thence
File Number: 70535RG
Slce~art'fillc of [loisc, lnc.
Attached (xgal Description
Page 1 of 2
North 44°06'44" West, 28.30 feet tQ a point lying 48.00 feet at right angles to the north boundary
of said Northwest Quarter; thence
North 89°07'25" West, 625.10 feet along a line parallel to said North boundary of the Northwest
Quarter to a point on the west boundary of said Warranty Deed and Record of Survey; thence
North 1°01'35" East, 48.00 feet along the west boundary of said Warranty Deed and Record of
Survey to the Real Point of Beginning.
Filc Numbcr: 7053586
Stewart'I ille of IIoise, Inc.
Attached Legal Description
Pagc 2 of 2
IDAHO
SURVEY
3, GROUP
Project No. 04-333
F~(HIDIT !~
DESCRIPTION FOR
PARCEL B
STOW-IT STORAGE
LYON'S DEVELOPMENT LLC
1450 EastWatertower5t
Suite 150
Meridian, Idaho 8)642
Phone (208) 89rr8570
Fax (208) 884.5399
December 10, 2004
A parcel of land being a portion of the NE1/4 of the NW1/4 of Section 24, T.3N.,
R.1W., B.M., Ada County, Idaho more particularly described as follows:
Commencing at the N1/4 corner of said Sect(on 24 from which the W1/16 corner
of said Section 24 bears North 89°06'56" West, 1327.81 feet;
thence along the North boundary line of said Section 24 North 89°06'56" West,
677.82 feet;
thence leaving said North boundary line South 00°41'54" West, 25.00 feet to a
point on the southerly right-of-way line of Overland Road, said point also being the
REAL POINT OF BEGINNING;
thence along said southerly right-of-way line South 89°06'56" East, 247,85 feet;
thence leaving said southerly right-of-way line South 00°53'04" West, 103.01
feet;
thence South 89°06'56" East, 15.00 feet;
thence South 00°53'04" West, 210.00 feet;
thence South 89°06'56° East, 382.00 feet to a point on the westerly right-of-way
line of Stoddard Road;
thence along said westerly right-of-way line South 00°51'53" West, 826.74 feet
to a point on the southeasterly extension of the centerline of the Hardin Drain;
thence along said along the centerline of the Hardin Drain and the southeasterly
extension thereof the fallowing 4 courses:
North 46°39'41" West, 347;48 feet;
thence North 40°42'05" West, 265.61 feet;
thence North 45°00'56" West, 161.99 feet;
5:115G Pr~lecLslStow-It_Frazall ROS (04-233\Documanls~PARCEL B.doc
EXHIBIT ~
thence North 60°18'32" West, 107.71 feet;
thence North 00°41'54" East, 541.91 feet to the REAL POINT OF BEGINNING
containing 9.47 acres, more or less.
Prepared by:
Gregory
P.L.S.
S:~SG Pro~eGs~.51ow-It_Frazell ROS (04-233)~Documents\PARCE~ B.doc
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Owner of Record: Vet;~a Ventures LLC EXHIBIT "A"
Assessor Parcel No.: S 1224212450
ACRD Project: Overland Road (Linder to Meridian)
ACRD Project No.: 603052
Legal Description Parcel 14
A parcel of land located in the Northwest 1/4 of Section 24, Township 3 North,
Range 1 West, Boise Meridian, said parcel being a portion of that Warranty Deed, 61ed
as instrument number 101105707 and also being a portion of the Record of Survey No.
6031, filed as instrument number 103003063, Official Records of Ada County, Idaho,
being more particularly described as follows:
Commencing at the northwest comer of the Northwest 1/4 of Section 24, T.3 N.,
R. 1 W., B.M., thence South 89°07'25" East, 1977.75 feet (formerly 1977.75') along the
north boundary of the Northwest 114 of Section 24 to a point, said point being the REAL
POINT OF BEGINNING.
Thence continuing South 89°07'25" East, 677.96 feet along the north boundary of
the Northwest 1/4 of Section 24 to the northeast corner of said Northwest 1/4;
Thence South 0°51'23" West, 68.00 feet along the east boundary of said
Northwest 1 /4 to a point;
Thence North 89°08'37" West, 33.00 feet to a point on the east boundary of said
Warranty Deed and Record of Survey;
Thence North 44°06'44" West, 28,30 feet to a point lying 48.00 feet at right
angles to the north boundary of said Northwest I/4;
Thence North 89°07'25" West, 625.10 feet along a line parallel to said north
boundary of the Northwest 1/4 to a point on the west boundary of said Warranty Deed
and Record of Survey;
Thence North 1 °O1' 35" East, 48.00 feet along the west boundary of said Warranty
Deed and Record of Survey to the Real Point of Beginning.
Said described parcel contains 33,406 square feet or 0,77 acres more or less, and includes
18,369 sq. ft. or 0.42 acres of existing 25 feet wide prescriptive right-of--way along the
north boundary and 33 feet wide prescriptive right-of--way along the east boundary of the
Northwest 1/4 of Section 24, T.3 N., R. 1 W., Boise Meridian.
This Description was prepared by the ACRD survey section using Deeds of record,
Record of Surveys, Subdivision Plats and field measurements between section corners.
Deed bearings have been rotated to project bearings ion line measurements. Said
parcel is subject to easements of record or in use ~'tERE~
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• •
Hearing Date: May 6, 2010
File No.: PFP-10-002
Project Name: Freedomworks Subdivision
Request: Request for approval of a combined Preliminary/Final Plat consisting of 3
building lots on 11.91 acres of land in an C-G zoning district, by Wally Morgas.
Location: Southwest Corner of W. Overland Road and S. Stoddard Road, in the NW '/ of
Section 24, Township 3 North, Range 1 West.
• ADA COUNTY RECORDER J. DAVID RO AMOUNT 9.00
~ ' ~ ~ DEPUTY Vit:kl Allen07 04:20 PM
~,' ~..,1~~~ JW RECORDED-REQUEST DF III IIIIIIIIIIII11111111111111I11 II III
Stewart Title Company 107097819
QUITCLAIM DEED
For Value Received
Veoga Ventures 2. LLC, an Idaho limited liability company
do hereby convey, release, remise attd forever quit claim unto
Venga Ventures, LLC, an Idaho limited liability company
the following described premises, to-wit:
See exhibit A
together widt Uteir appurtenances.
Dated:
g ~yy~t
Mark Gilbreath, Mem r
STATE OP IDAHO, COUNT1Y OF STATL- OF IDAHO, COUN'T'Y OF
On this (py"~ day of .JVly , 20 O'7 I hereby ceriiCy that [}tis instrument was tiled for record at
before mc, a notary public in and for said Stale, personally the request of
appeared / Ir
~'dr'~ G~ ~ ~ ~ f~ at minutes past o'clock m.,
t}tis day of
20 in my of6cc, and duly recorded in Book
of Deeds at page
known to me to be the person who name
subscribed to [he within instrument, and acknowledged to
me that executed the same.
,~
Notary Public
Residing at `~p,r~, ,Idaho
Corrun. Expires G'f-2 (-- 7p0 2 __~~•..u•.•~,_
Ex-Officio Recorder
By
Fees $
T`-tail [o:
'a ~~OT',RY 1 *^~
' ~ TE O F ~OQ`'~
Deputy
~J"'
• _
ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT 9.00 ,
BOISE IDAHO 03J23l06 01:18 PM
DEPUTY Bonnle Oberbllllq III IIII~IIIII~IIIII'II~IIIIIIII III'll
RECORDED-REQUEST OP 105035011
Tllle One
WARRANTY DEED
FOR VALUE RECENED, Lyons Development, LLC, an Idaho limited liability company
("Grantor"), does hereby grant, bargain, sell and convey unto Venga Ventures, LLC, an Idaho limited
liability company ("Grantee"), whose current address is 223 Hillside Dr., Ketchum, Idaho 83340, the
following described premises, to-wit;
SEE EXHIBIT "A" ATTACHED HERETO
TO HAVE AND TO HOLD the said premises, with their appurtenances unto the said
Grantee, its heirs and assigns forever.. And the Grantor does hereby covenant to and with the said
Grantee, that it is the owner in fee simple of said premises; that said premises .are free from all
encumbrances, EXCEPT those to which this conveyance is expressly made subject and those made,
suffered, or done by the Grantee; a~ld subject to reservations, restrictions, dedications, easements,
rights-of--way of record or visible on the premises and general taxes and assessments for the current
year, and that it will warrant aild defend the same from all other lawful claims whatsoever.
DATED this ~ day of /' ~( , 2005
LYONSDEVELOPMENT,L ,
an Ida emit Liability C pany
B
ale Frazell, tts aging ber
STATE OF IDAHO, )
ss.
County of Ada. )
On this ~ day of ~1.~ , 2005, before me, the undersigned, a
Notary Public in and for said State, personally appeared Dale Frazell, known and identified to me to
be the Managing Member of Lyons Development, LLC, who subscribed his name to the foregoing
instrument, and acknowledged to that he executed the same in said limited liability company name.
~ WITNESS WHEREOF, I have hereu set my h d and affixed my official seal the day
and year in this certific~~e$t~<<abpye writte .
~~~¢,~ A. ~ J`...
~~ ~~N~ ~~
r~C~ 1 , '•r Notary P li for Idaho
(SEAL) # ~ t '' ~- ~ •_ Residi gat ,Idaho
~..
dQ~ Commt ton expires:
N~- 13I, l~ ~`,, .
7 - RESIDING IN MERIDIAN, IDAHO
• ~ '~~ O ~,•° MYCOMM EXP. 05/21/09
~~' iD ~-~~~~.
• ADA CDUNTY RECORDER J, DAV1D N.4VARR0 • AMOUNT 12 0
BOISE IDAH010/13/06 04:21 PM ' 0
DEPUTY Dail Derreft 1 f +
RECORDED-REQUEST OF III IIIIIIIIIIIIIIIIIIIIIIIIIII~III III
Alliance Title 106162996
IFA•34-05
603052
Stow It Mini Storage
T 3N, R 1 W, Section 24
(Reserved for Ada County Recorder)
WARRANTY DEED
THIS INDENTURE, made this 6~ ~'? day of ~G ~d~ e.~ , 2006, VI;NGA
VENTURES No. 2, LLC, an Idaho Limited Liability Company, VENGA VENTURES,
LLC, an Idaho Limited Liability Company the "GRANTOR" and ADA COUNTY
HIGHWAY DISTRICT, a body politic and corporate of the State of Idaho, the "GRANTEE";
WITNESSETH:
FOR VALUE RECEIVED, the GRANTOR has granted, conveyed, bargained and sold,
and does hereby grant, bargain, sell, convey and confirm to the GRANTEE and its successors
and assigns forever, that certain real property situated in the COUNTY OF ADA, STATE OF
IDAHO, more particularly described on Exhibit "A" attached hereto and by this reference made a
part hereof,
TOGETHER with all and singular the buildings, structures, improvements and fixtures thereto,
the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining,
the reversion and reversions, remainder and remainders, and rents, issues and profits thereof (tl~e
"Premises").
SUBJECT TO general taxes and assessments for the current year which are not yet due
and payable, easements of record or obvious on a physical inspection of the Premises, any
recorded reservation of oil and/or mineral rights and covenants of record.
Subject to those exceptions to title to which this conveyance is expressly made subject
and those made, suffered or done by the GRANTEE: (a) the GRANTOR covenants to the
GRANTEE, its successors and assigns, that the GRANTEE shall enjoy the quiet and peaceful
possession of the Premises; and (b) GRANTOR warrants to the GRANTEE, its successors and
assigns, that GRANTOR is the owner of said Premises in fee simple and has the right and
authority to convey the same to GRANTEE, and GRANTOR will defend the GRANTEE's title
from all lawful claims whatsoever.
Warranty Deed, page 1
The current address of the GRANTEE is:
Ada County Highway District
3775 Adams Street
Garden City, Idaho 83714-6499
IN WITNESS WHEREOF, this WARRANTY DEED has been duly executed by and on
be}ialf of the GRANTOR, the day, month and year herein first above written.
Ven a Ventures o. 2, L
Venga Ventures, LLC
State of Idaho )
ss.
County of )
On this day of in the year 2005, before me,
a Notary Public in and for the State of Idaho,
personally appeared
known or identified to me to be Member or designated agent of Venga Ventures No, 2,
LLC, the limited liability company and Member or designated agent of Venga Ventures,
LLC, the limited liability company that executed this instrument and the Member or
designated agent who executed this instrument on behalf of said limited liability
companies, and acknowledged to me that such limited liability companies executed the
same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public for the State of Idaho
Residing at ,Idaho
My Commission expires
Warranty Deed, page 2
t
LLC
State of Idaho
} ss.
County of 61~.,w-e }
On this (>'~ day of_o~,l-obi ,- in the year Zvo c,~ ,before me, G-1.r,5~-,~. !t. ~k-i~a , a Notary Public in and for
said state, personally appeared ('\Pr~ G,Ibr +~.. I:nown or idcncified to me to be the M...~wx~ in the
Limited Liability Company known as Va-ncy v~..+,.«s .z who executed the foregoing instrument, and acknowledged to
me that he executed the same in said LLC name.
TN \*/IT'NESS WHEREOF, 1 have hereunto set my hand and affixed my official seal the day and year in this certificate first above
written. /~ f \
Christina M. Stice ~ V \ f ~ ~ ~~ ~
Notary Public Notary Vublic for the State of Idaho
State Of ld~tho Residing at: R~-llw~.~
Commission Expires: S- 3 -off
S"t",R1,'1'l Vk' IU~Ht3
QUr~~~~~r o~ nnA
AF Ft ~»V tT of LEC~AI. INTE:I~k,~T
~~
~~~'a`4~~~ 4 ~~' ~J " ~J~"'P ~/4~.. ~°"'{1i 'S°~°a^ ~~~P+~1f4 ~' ~~+w^G+,..°S C~..--,
{address)
(city} ~ (state i
being tarst duiy sworn upon, oath, depose and say:
That 1 am the record owner of the property described on the attached, and l grant my
permission to: ~ -~°"
~~ r
(narrte} (address} ~ ~ ~~
to submit the accompanying applit;atior<(s} pertaining to that property.
1 agree to indemnify, defend and hotel the City of Meridian and its empivyees harmless from any
claim or liability resulting from any dispute as to the statements contained herein or as to the
ownership nfthc prc~p~crty which is the subject caf the apptic,..~tion.
3. [hereby grant permission to City of ivlcridian staff to tntcr tha subject property for the purpose of
site inspcctionx related to processing said applications}.
44~
llated this day of " ~'` ~ ~ , 2t1 (i--~`
~.
.~.
.~ - .,~
~~~ -
~.. _ , .
...~__. r. ~.
...,.~-J--R'
~~ - _ ~ _ (Signature}
SUF3SCRI8Ei~ 1tNU,~'i+~~~~'tt~r~i.,ore me the day and year first above written.
+ ~ .
«'-
•~ ~ ..
1 i*
~ .~ ~w •~~ ~ ~ = (a`~iQtary Public for idaha~ ~~~
y G • ~ ~:
t'~'.. ~ ~'~' ..• :~' ; Residing at........ __:
~"+',,, fflAH~ ~.+`'~ ?44y t:e~mmis~sic~n Expires: __.... ,~
~''x+grrtrti~~4~~ -- -
,93 ~. Dr~uud~•aF• A~~ettue, Seitr ~1Q • hl~rid3an. tcia~t~ 83642
1'huac: (2t18? 884-5533 * Paesin3ite: {?~)$? 8£t8-C~85=t S~'chsite; wtiv».rsscridi~rrcity.or~,
•
City of Meridian Pre-application Meeting Notes Date ~ ~ / Z~+. ~ o~
Project/SubdivisionName: engcz, ~~~-
Applicant/Contact: ~ Qren 64; IPA 5~~+ ~tlerr-5,~,
City Staff: Ste„ a ~~ ~ ~~-
Location: Swc.. ~' overlord l <-t~d~c, r~
Existing Zoning: C- C-, Contiguous and Within AOI (AZ only):
Proposed Zoning: - Number of Units and/or Lots:
Property Size: ~-3y I acres ~ z.53 ~~~-Pf Dwelling Type (if residential):
Surrounding Uses: rPSidpn+-~~l c~,~„-,-,e~~;~1
Comprehensive Plan Designation(s): ~-~~xPd ~c-e -r~le~ ,~ti6~~ h~o~
Street Buffers and/or Land Use Buffers: 2s',,~,rde bu~~r rPq. ctl5r DvP/@an,-P - Zo' Qlsr ~,-loddarol
Open Space/Amenities/Pathways: N~
Street System/Stub Streets/Access:
Sewer and Water Service:
Topography/Hydrology/Floodplain Issues:
Canals/Ditches/Irrigation and/or Hazards:
History: AL-off-- oI3 C.uP~ ~~(- ~ l~ ~s-tb1.~_I+) , raw- o~-oo~i pA~ Ioy13y~~1Z-~
Additional Meeting Notes:
-~ ~ prP Iirri nar~I /.~i na l ~ Icti- j , y E~vi`rP~ -j-o Sybc~i v~`c~-P ~~~"~"~/ hc~-I-l~ pruper-4~~ 5 rnv 5-f- h2
IhC~Vd.//C1 I~y~ ~ ~ _~IA f UVIIti°_SS _Lt7rl1C'f (7~Y't'~I Wf.~.S_ t~ I
/~ ~SYO-x-_.-L---
Ca.. ``PP1Y ~~ ~>.'1or~' 1~j4-} jnS'i'f0.C71 ~T Y611 CGn M~2-I -I-l1n
Required
Other Agencies/Departments to Contact (circle):
Ada County Highway District Nampa and Meridian Irrigation
Idaho Transportation Department Settlers Irrigation
Sanitary Services Corporation Fire Department
Central District Health Police Department
.Applications Required (circle all that apply):
Accessory Use Design Review
Alternative Compliance Final Plat Modification
Annexation Misc. (DA Modification)
Certificate of Zoning Compliance Planned Unit Development
Comp Plan Map Amendment ell .flat' ~"nal Pl~.k
Comp Plan Text Amendment Private Street
Conditional Use Permit Rezone
Additional Pre-Application Conference (circle one):
Anticipated Submission Date:
r,, v ~c. ~
Parks Department
Public Works Department
Building Department
Other:
Short Plat
Time Extension
UDC Text Amendment
Vacation
Variance
Other:
Anticipated Hearing Date:
NOTES: 1) Applicants are required to hold a neighborhood meeting, in accordance with UDC 11-SA-5 C, prior to submittal of an
application requiring a public hearing (except vacation and short plat), 2) Except for UDC Text Amendments, Comprehensive Plan
Text Amendments, Comprehensive Plan Map Amendment initiated by the City, Short Plat, and Vacation applications, all other
applications requiring a public hearing shall be posted in accordance with UDC 11-SA-5 D. 3) The information provided during
this meeting is based on current City Code and Comprehensive Plan. Any subsequent changes to City Code and/or the
Comprehensive Plan may affect your submittal and/or application. This pre-application meeting shall be valid for 4 months.
• •
Venga Subdivision
December 16, 2009 Neighborhood Meeting 7:00 PM
Name Address Phone
_~
r7 ~ ~ ~_
•
COMMITMENT OF PROPERTY POSTING
Per Unified Development Code (UDC) 11-SA-SD, the applicant for all applications requiring a
public hearing (except for a UDC text amendment, a Comprehensive Plan text amendment
and/or vacations) shall post the subject property not less than ten (10) days prior to the hearing.
The applicant shall post a copy of the public hearing notice of the application(s) on the property
under consideration.
The applicant shall submit proof of property posting in the form of a notarized statement and a
photograph of the posting to the City no later than seven (7) days prior to the public hearing
attesting to where and when the sign(s) were posted. Unless such Certificate is received by the
required date, the hearing will be continued.
The sign(s) shall be removed no later than three (3) days after the end of the public hearing for
which the sign(s) had been posted.
I am aware of the above requirements and will comply with the posting requirements as stated in
UDC 11-SA-5.
Applicant/agent signature
s ~~
Dae
Laren Bailey
From: Jerry Hastings [jastings@adaweb.net]
Sent: Friday, March 12, 2010 2:47 PM
To: Laren Bailey
Cc: Dale Meyers
Subject: FreedomWorks Subdivision Name Reservation
March 12, 2010
Laren M. Bailey
LEI Planners Engineers Surveyors
RE: Subdivision Name Reservation: "FreedomWorks Subdivision"
Dear Laren,
At your request, I will reserve the name "FreedomWorks Subdivision" for your project. I can honor this reservation only
as long as your project is in the approval process. Final approval can only take place when the final plat is recorded.
Sincerely,
Jerry Hastings, P.L.S.
County Surveyor
Ada County, Idaho
208-287-7912
jhastings(cr~.adaweb. net
From: Laren Bailey [mailto:lbailey@lei-eng.com]
Sent: Tuesday, March 09, 2010 9:41 AM
To: Jerry Hastings
Subject: RE: Subdivision name request
Jerry,
I am nat sure if we circled the wagans on this one and made the reservation far FreedomWorks Subdivision or
not? Please let me know if you need any additional information from me. Thanks for your help.
Laren M. Bailey
Principal
LEI PLANNERS ENGINEERS •SURV EYORS
2040 S. Eagle Rd.
Meridian, Idaho $3642
208-846-9600 (o)
208-863-3535 (c)
Email: Ibailey(a~lei-eng.com
www.lei-enq.com
From: Jerry Hastings [mailto:jhastings@adaweb.net]
Sent: Friday, January 29, 2010 8:38 AM
To: Laren Bailey
Subject: RE: Subdivision name request
Laren, as you already know, there is a Freedom Estates, which was recorded in 1979. In the line of using Freedom and
part of the original name of the VengaWorks site, I have a suggestion. Consider this for the name: FreedomWorks
Subdivision. If you Google it you find some interesting information and it may be acceptable to your client. By making
the name one word instead of two words, we can use words that we would not be able to use otherwise, as long as it is a
real word, it works.
Who will be surveying and producing the plat? Thank you very much, Jerry.
Name Street City, State
BEAR ('BECK IIOA INC PO 13l)X IZ46 MI~:RIDI,-A\. ID 53680-0000
RIlIlDL RO13ERl f <C BEI~DL SUSAN ti 1772 S RIFI'_IZCIIASE ~NAti' F.AGLI:. ID 83616-0000
BICKLE:R ROBERT EDWIN IR & I3ICKLER DONNA
MARIIf 1991 S BIiAl2 TOO"fI1 WAl' MERIDIA\. ID 83643-0000
DBSI MERIDIAN 184 LLC' 12426 A~' I{tPLORER DR STE 100 BOISI~, ID 83 7 1 3-0000
DOWNING-ROBERTS "~RUS'T & DOWNING W GREGG
fRl'SfEE. 2097 S BEDARfOO'fll WAY' MERIDIAN. ID 83642-0000
IL1R~~V1]_I_ GARRE"CT 730 W DAVENPORT ST MERIDIAN, ID 83642-0000
III~RMAN-TKEASURE VALLEY BUSINESS PARK I LLC 12426 W F\PLORER DR BOISE. ID 83713-0000
IDAHO POWER COMPANY PO BOS 70 BOISE, ID 83707-0070
IOINT SCHOOI, DISTRICT NO 2 1303 L CENTRAL DR MERIDIAN, ID 83642-7991
KEY JERRY & KFY RACHEL 716 W DAVI?NPOR"I~ S"f MERIDIAN, ID 83642-0000
LANE TIMOTHY IJVING TRUST 7932 MISSION CPV'CLR C"C # F SAN DIEGO, CA 92108-0000
MCKAY BRIAN E & MCKAY JUDY I. 718 W ELIAS Sl' MI~RIDIAN. ID 83642-0000
MILLER S"CANLEY D & MILLER BELLE 2050 S BEARTOOTH WAY MERIDIAN. ID 83642-0000
MOCiNTAIN VIEW EQUIPMENT' CO PO BOX 690 MERIDIAN, ID 83680-0690
PRA'I'HER JAMES A & PRA CHER PAMELA S PO BOY 1087 MERIDIAN. ID 83680-1087
PRA'I~IIER.IAMES A & PRATHER PAMELA S 2591 S CINDER RD MERIDIAN, ID 83642-6525
RICE CHARLES & .IAMCS PAMII,Y LIVING TRUST &
RICE CHARLES J '1"RUSTF,F. 2025 S BEART"OOTI I WAY MERIDIAN, 1D 83642-0000
SAGECREST LLC 3299 DAVIS DR MERIDIAN, ID 83642-0000
SHADDICK FREDERICK & SHADDICK CAROLYN 1970 S BEARTOOTH WAY MERIDIAN, ID 83642-0000
SLENDER LEONARD H .IR 2051 S BEARTOOTH WAY MERIDIAN, ID 83642-0000
SMITH ROBER'T' B & SMITH JENNIFER S 1951 S BEAR'I'OOTH WAY MERIDIAN, ID 83642-0000
VENGA VENTURES LLC PO BOX 1763 KETCHUM. ID 83340-0000
VOU7,IKAS'fED & VOl'7_IKAS POPE 1969 S 13EAIZ TOOTH WAY MERIDIAN. ID 83642-0000
w y
•
FREEDOMWORKS SUBDIVISION
LOT CLOSURES
Map check 1: LOT 1
Point of Beginning
Fasting: 2450818.1942'
Northing : 701589.2457'
Side 1
Side type: Line
Direction: S89° 07' 32"E
Reverse direction: No
Distance: 217.78'
Fasting: 2451035.9488'
Northing: 701585.9221'
Side 2
Side type: Line
Direction: NO° 52' 28"E
Reverse direction: Yes
Distance: 279.41'
Ea sti ng: 2451031.6846'
Northing: 701306.5446'
Side 3
Side type: Line
Direction: S89° 07' 32"E
Reverse direction: Yes
Distance: 35.22'
Fasting: 2450996.4687'
Northing: 701307.0821'
Side 4
Side type: Line
Direction: N25° 51' 04"E
Reverse direction: Yes
Distance: 11.35'
Fasting: 2450991.5198'
Northing: 701296.8679'
Side 5
Side type: Line
Direction: 889° 07' 32"E
Reverse direction: Yes
Distance: 176.84'
E a st i n g: 2450814.7003'
Northing: 701299.5667'
Side 6
Side type: Line
Direction: NO° 41' 18"E
Reverse direction: No
Distance: 289.70'
Fasting: 2450818.1806'
Northing: 701589.2458'
Map check 2: LOT 2
Point of Beginning
Fasting: 2451035.9518'
Northing: 701585.9216'
Side 1
Side type: Line
Direction: 589° 07' 32"E
Reverse direction: No
Distance: 85.00'
Fasting: 2451120.9419'
Northing: 701584.6244'
Side 2
Side type: Line
Direction: NO° 52' 28"E
Reverse direction: Yes
Distance: 40.00'
Fasting: 2451120.3315'
Northing: 701544.6290'
Side 3
Side type: Line
Direction: 589° 07' 32"E
Reverse direction: Yes
Distance: 40.00'
Fasting: 2451080.3361'
Northing: 701545.2395'
Side 4
Side type: Line
Direction: NO° 52' 28"E
Reverse direction: Yes
Distance: 234.41'
Easti ng: 2451076.7587'
Northing: 701310.8568'
Side 5
Side type: Line
Direction: 589° 07' 32"E
Reverse direction: No
Distance: 381.99'
Fasting: 2451458.7042'
Northing: 701305.0271'
Side 6
Side type: Line
Direction: SO° 51' 17"W
Reverse direction: No
Distance: 842.34'
Fasting: 2451446.1389'
Northing: 700462.7808'
Side 7
Side type: Line
Direction: N46° 40' 17"W
Reverse direction: No
Distance: 347.48'
Fasting: 2451193.3715'
Northing: 700701.2153'
Side 8
Side type: Line
Direction: N40° 42' 41"W
Reverse direction: No
Distance: 265.61'
Fasting: 2451020.1276'
Northing: 700902.5489'
Side 9
Side type: Line
Direction: N45° 01' 32"W
Reverse direction: No
Distance: 161.99'
Easti ng: 2450905.5323'
Northing: 701017.0420'
Side 10
Side type: Line
Direction: N60° 19' 08"W
Reverse direction: No
Distance: 107.71'
Fasting: 2450811.9544'
Northing: 701070.3770'
Side 11
Side type: Line
Direction: NO° 41' 18"E
•
Reverse direction: No
Distance: 229.21'
Fasting: 2450814.7080'
Northing: 701299.5705'
Side 12
Side type: Line
Direction: S89° 07' 32"E
Reverse direction: No
Distance: 176.84'
Fasting: 2450991.5274'
Northing: 701296.8717'
Side 13
Side type: Line
Direction: N25° 51' 04"E
Reverse direction: No
Distance: 11.35'
Easti ng: 2450996.4764'
Northing: 701307.0859'
Side 14
Side type: Line
Direction: S89° 07' 32"E
Reverse direction: No
Distance: 35.22'
Fasting: 2451031.6923'
Northing : 7013 06.5484'
Side 15
Side type: Line
Direction: NO° 52' 28"E
Reverse direction: No
Distance: 279.41'
Fasting: 2451035.9565'
Northing: 701585.9258'
•
•
Map check 3: LOT 3
Point of Beginning
E a st i ng: 2451120.9419'
Northing: 701584.6242'
Side 1
Side type: Line
Direction: S89° 07' 32"E
Reverse direction: No
Distance: 321.90'
E asti ng: 2451442.8044'
Northing: 701579.7116'
Side 2
Side type: Line
Direction: S44° 06' S0"E
Reverse direction: No
Distance: 28.29'
Fasting: 2451462.4967'
Northing: 701559.4006'
Side 3
Side type: Line
Direction: SO° 51' 17"W
Reverse direction: No
Distance: 242.40'
Fasting: 2451458.8808'
Northing: 701317.0275'
Side 4
Side type: Line
Direction: SO° 51' 17"W
Reverse direction: No
Distance: 12.00'
E a st i ng: 2451458.7018'
Northing: 701305.0289'
Side 5
Side type: Line
Direction: S89° 07' 32"E
Reverse direction: Yes
Distance: 381.99'
Easti ng: 2451076.7563'
Northing: 701310.8586'
Side 6
Side type: Line
•
Direction: NO° 52' 28"E
Reverse direction: No
Distance: 234.41'
Easti ng: 2451080.3337'
Northing: 701545.2413'
Side 7
Side type: Line
Direction: S89° 07' 32"E
Reverse direction: No
Distance: 40.00'
Fasting: 2451120.3291'
Northing: 701544.6308'
Side 8
Side type: Line
Direction: NO° 52' 28"E
Reverse direction: No
Distance: 40.00'
Fasting: 2451120.9395'
Northing: 701584.6261'
r
•
e az~vare PAGE 1
~I~ie first State
I , JEFFREY W . BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "VENGA VENTURES, LLC",
CHANGING ITS NAME FROM "VENGA VENTURES, LLC" TO "FREEDOM STORAGE
CENTER, LLC", FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF
SEPTEMBER, A. D. 2009, AT 6:56 O'CLOCK P.M.
4100233 8100
090895371
You may verify this certificate online
at corp.delaware.gov/authver.shtml
Jeffrey W. Bullock, Secretary of Stale
AUTHEN C TION: 7555358
DATE: 09-29-09
State of Delaware
Secretary of State
Division of Corporations
Delivered 07:05 PM 09/28/2009
FILED 06:56 PM 09/28/2009
SRY 090891371 - 4100233 FILE
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
VENGA VENTURES, LLC
•
Pursuant to Section 15-202 of the Delaware Limited Liability Company Act:
FIRST: The name of the limited liability company (the "Company") is: Venga
Ventures, LLC.
SECOND: The date of filing of the Company's original Certificate of Formation with
the Secretary of State of the State of Delaware was January 26, 2006.
THIRD: Article "F1RST" of the Company's Certificate of Formation, which Article
sets forth the name of the Company, is Hereby amended by deleting said
Article in its entirety and replacing said Article with the following:
"FIRST: The name of the limited liability company formed hereby is
Freedom Storage Ccnter, LLC."
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
LIBG3680729. I
f~~
•
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment to Certificate of Formation of the Company on September 28, 2009.
/s/ Mark F. Gilbreath
Name: Mark F. Gilbreath
Authorized Person
L[BC/3680729. f
•
•
EXECUTION VERSION
SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF
FREEDOM STORAGE CENTER, LLC
AS OF SEPTEMBER 29, 2009
LI[3C/3678123.4
Table of Contents
Pale
1. Definitions ...........................................................................................................................1
2. Formation and Name .........................................................................................................5
3. Intention ..............................................................................................................................5
4. Registered Office; Agent for Service of Process ..............................................................6
5. General Character of Business .........................................................................................6
6. Term ....................................................................................................................................6
7. Competition Restriction ....................................................................................................6
8. Units of Interest in the Company .....................................................................................7
9. Capital Contributions ........................................................................................................8
10. [Reserved] ...........................................................................................................................9
11. Distributions .......................................................................................................................9
12. Capital Accounts; Allocations .........................................................................................11
13. Management of the Company .........................................................................................13
14. Appointment, Resignation and Replacement of Directors ...........................................15
15. Indemnification ................................................................................................................15
16. Transfers ...........................................................................................................................17
17. Dissolution ........................................................................................................................19
18. Amendment ......................................................................................................................20
19. Miscellaneous ....................................................................................................................20
Schedules and Exhibits:
Company Interest Schedule
Schedule A -Initial Directors
i
LIBG3678123.4
• •
FREEDOM STORAGE CENTER, LLC
As ofSeptember 29, 2009
Second Amended and Restated
Operating Agreement
The parties to this Second Amended and Restated Operating Agreement of
Freedom Storage Center, LLC, dated as of September 29, 2009 (this "Agreement"), are the
Persons identified as the "Initial Members" on the signature page hereto, and each of the other
Persons listed as Members on the schedule of members, capital contributions and membership
interests maintained by the Company (the "Company Interest Schedule").
WHEREAS, the Company was formed as a limited liability company under the Act
on January 26, 2006;
WHEREAS, on January 27, 2006, the Initial Members entered into an Operating
Agreement of Venga Ventures, LLC;
WHEREAS, on April 27, 2007, certain Initial Members made additional Capital
Contributions to the Company and, in connection therewith, the Initial Members entered into an
Amended and Restated Operating Agreement of Venga Ventures, LLC (the "Existing
Agreement");
WHEREAS, on September 28, 2009, the Company changed its name to Freedom
Storage Center, LLC; and
WHEREAS, on the date hereof, the Initial Members desire to amend and restate in
its entirety the Existing Agreement.
Now, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. Definitions.
For all purposes of this Agreement, unless the context otherwise requires, the
following terms shall have the meanings set forth below:
"Act" means the Delaware Limited Liability Company Act, as amended and in
effect fi-om time to time, and any successor statute.
"Affiliate" means any (i) corporation, partnership, trust, limited liability company
or other entity controlled by or under common control with any Member or in which a Member
is or may be an officer, director, shareholder, partner (general or limited), trustee, member,
owner or employee; (ii) officer, director, shareholder, partner (general or limited), trustee,
member, owner or employee of any corporation, partnerships, trust, limited liability company or
LIBC/3678123.4
•
other entity controlled by or under common control with a Member; and (iii) corporation,
partnership, trust, limited liability company or other entity or business in which a Member has
any interest whatsoever.
"Agreement" means this Second Amended and Restated Operating Agreement, as
it may be amended or restated or amended and restated from time to time hereafter.
"A~praisal Expenses" has the meaning specified in Section 16(b)(iv).
"Available Cash Flow" means, with respect to the applicable period of
measurement, the excess, if any, of the gross cash receipts of the Company for such period from
all sources whatsoever, including, without limitation, the following:
(a) (i) all revenues, income and proceeds derived by the Company from its
operations; and (ii) all proceeds and revenues received on account of any sales of
Company Property or any financing or refinancing of any Company Property, over the
sum of:
(b) (i) all operating costs and expenses of the Company and capital expenditures
made during such period (without deduction, however, for any capital expenditures,
charges for depreciation or other expenses not paid in cash or expenditures from reserves
described in clause (vi) below); (ii) all costs and expenses expended or payable during
such period in connection with the sale or other disposition or financing or refinancing of
Company Property; (iii) all fees provided for under this Agreement; (iv) all debt service,
including principal and interest, paid during such period on all indebtedness of the
Company; (v) any Tax Distributions made by the Company during such period; and (vi)
any reserves reasonably determined by the Board of Directors for working capital,
payments of periodic expenditures, debt service or other purposes.
"Board of Directors" has the meaning specified in Section 13
"Business Day" means any day other than Saturday, Sunday or any legal holiday
observed in the State of Idaho
"Capital Account" has the meaning specified in Section 12(a).
"Capital Contribution" with respect to any Member shall mean the aggregate
amount of cash and/or the fair market value of any property contributed to the Company by such
Member, as set forth on the Company Interest Schedule.
"Certificate" means the Certificate of Formation of the Company, as such
Certificate shall be amended or restated or amended and restated from time to time hereafter.
"Class A Member" means a holder of Class A Units.
"Class A Unit" shall mean a unit having the rights and preferences provided in
this Agreement for a Class A Unit.
2
usci3~~s i2~.a
•
"Class B Member" means a holder of Class B Units.
"Class B Unit" shall mean a unit having the rights and preferences provided in
this Agreement for a Class B Unit.
"Code" means the United States Internal Revenue Code of 1986, as amended, and
any successor statute.
"Company" means the limited liability company governed by this Agreement as
such limited liability company may from time to time be constituted and amended.
"Company Interest Schedule" has the meaning specified in the first paragraph of
this Agreement.
"Company Property" means any real or personal property acquired or owned by
the Company, together with any improvements thereto, and including tangible and intangible
property.
"Competing Business" has the meaning specified in Section 7.
"Director" means any of the Persons appointed by the Members to represent their
interests as provided in Section 14. The term "Directors" means, collectively, the Directors
acting as the body appointed to manage the business and affairs of the Company as provided in
Section 13.
"Director Vote" has the meaning specified in Section 13(c).
"Distribution Notice" has the meaning specified in Section 1 1(b)(ii).
"Entity" means any general partnership, limited partnership, limited liability
company, corporation, joint venture, trust, estate, business trust, cooperative or association.
"Existing Agreement" has the meaning set forth in the recitals of this Agreement.
"Gilbreath Director" has the meaning specified in Section 14.
"Greyhawk Directors" has the meaning specified in Section 14.
"Independent Appraiser" has the meaning specified in Section 16(b)(iv).
"Initial Directors" means the Persons identified as such on Schedule A attached
hereto.
"Initial Members" means the Persons identified as such on the signature page
attached hereto and any single Person to whom all of an Initial Member's Units are Transferred
in compliance with the terms hereof.
"Liquidator" has the meaning specified in Section 17.
LIBC/3678123.4
•
"McVay Director" has the meaning specified in Section 14.
"Member" means each of the Persons listed as a Member on the Company
Interest Schedule and their respective heirs, successors and permitted assigns, in their capacity as
Members of the Company. If applicable, such term shall also include any additional Members
admitted pursuant to the provisions of this Agreement.
"Net Equity Value" has the meaning specified in Section 16(b)(iv).
"Obligated Party" and "Obligated Parties" have the meanings specified in Section
I6(b)(i).
"Officer" means any of the Members employed by the Board of Directors to carry
on the business of the Company as provided in Section 13.
"Ownership Percentage" shall mean, for any Member, a fraction (expressed as a
percentage), the numerator of which is the number of Units held by such Member and the
denominator of which is the aggregate number of Units held by all Members. The Ownership
Percentages shall be subject to such adjustments as set forth in Section 11(b).
"Permitted Transferee" means, as to any Member, an Affiliate of such Member,
or in the case of an individual Member, the spouse, child or siblings of such Member or to a trust
or family limited partnership for the benefit of any of them and upon the death of a Member such
Member's heirs, executors or administrators or to a trust under such Member's will, or such
Member's guardian or conservator, provided however, that any such Person agrees in writing to
be bound by the terms of this Agreement.
"Person" means an individual or any Entity.
"Prevailing Party" has the meaning specified in Section 16(b)(iv).
"Put Closing" has the meaning specified in Section 16(b)(ii).
"Put Notice" has the meaning specified in Section 16(b)(i).
"Put Option" has the meaning specified in Section 16(b)(i).
"Put Party" has the meaning specified in Section 16(b)(i).
"Put Price" has the meaning specified in Section 16(b)(iii).
"Put Price Notice" has the meaning specified in Section 16(b)(i).
"Restricted Equit~greements" has the meaning specified in Section 11(b)(ii)(2).
"Restriction Period" has the meaning specified in Section 7.
"Strike Price" has the meaning specified in Section 9(d).
4
LIBC/3678123.4
"Tax Amount" means the excess of a Member's Tax Liability (as defined below)
over the sum of all distributions made to the Member (including reinvested distributions and Tax
Distributions). A Member's "Tax Liability" for this purpose shall equal the cumulative excess of
a Member's distributive share of the Company's net income, over the Member's distributive
share of the Company's net loss, for all taxable years of the Company or portions thereof,
multiplied by the highest marginal effective U.S. federal and Idaho state income tax rate on such
income applicable to individuals. In determining the Tax Liability of any Member, the Directors
may in their discretion make reasonable assumptions regarding the varying tax rates applicable
to different categories of income and loss and need not take any Member's individual
circumstances into account. In the case of a Member that is an entity taxed as a partnership for
federal income tax purposes, such Member's Tax Liability shall be based upon the aggregate Tax
Liabilities of the owners of such Member, applying this principle, if applicable, to any other
entities that are direct or indirect owners of such Member.
"Tax Distribution" has the meaning specified in Section 11(a).
"Transfer" means any disposition, sale, assignment, pledge, hypothecation,
encumbrance or other transfer of a Unit (whether by gift, operation of law or otherwise).
"Treasury Regulations" means except where the context indicates otherwise, the
permanent, temporary, proposed, or proposed and temporary regulations of the Department of
the Treasury under the Code as such regulations may be lawfully changed from time to time.
"Unit" means, individually, each Class A Unit or Class B Unit and, collectively,
the Class A Units and Class B Units. The Company may issue fractional Units.
2. Formation and Name.
The Company was formed under the name "Venga Ventures, LLC" by the filing
of its Certificate with the Delaware Secretary of State on January 26, 2006, pursuant to the Act.
The current name of the limited liability company is "Freedom Storage Center, LLC." The
Directors may amend the Certificate from time to time in any manner that is or becomes
necessary or advisable as determined by the Directors, but not in a manner that is inconsistent
with this Agreement. The Directors shall deliver- a copy of the Certificate and any amendment
thereto to any Member who so requests.
3. Intention.
It is the express intention of the Members that this Agreement shall be the sole
source of agreement of the parties, and, except to the extent a provision of this Agreement
expressly incorporates federal income tax rules by reference to sections of the Code or Treasury
Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern,
even when inconsistent with, or different than, the provisions of the Act or any other law or rule.
To the extent any provision of this Agreement is prohibited or ineffective under the Act, this
Agreement shall be considered amended to the smallest degree possible in order to make this
Agreement effective under the Act. In the event the Act is subsequently amended or interpreted
in such a way to make any provision of this Agreement that was formerly invalid valid, such
5
LIBC/3678123.4
provision shall be considered to be valid from the effective date of such interpretation or
amendment.
4. Registered Office; Agent for Service of Process.
The office of the Company required to be maintained in the State of Delaware is
c/o The Corporation Trust Company, Corporation Trust & Center, 1209 Orange Street, City of
Wilmington, County of New Castle. The Company's agent for service of process within the
State of Delaware is The Corporation Trust Company. The Company's principal place of
business is 675 Sun Valley Road, Ketchum, Idaho 83340. The Directors may at any time change
the location of the Company's required office, the identity of the Company's agent for service of
process and the Company's principal place of business.
5. General Character of Business.
The purpose of the Company is to develop and operate a public self-storage
business, including all activities necessary, convenient, desirable or incidental to the foregoing.
The Company may, however, carry on any lawful business, trade, profession, purpose or activity
and shall possess and may exercise any power or privilege necessary or convenient to the
conduct, promotion or attainment thereof.
6. Term.
The term of the Company commenced on the date of the filing of the Certificate.
The Company shall continue in full force and effect until dissolved upon the first to occur of the
following events:
(a) the Directors notify the Members that the Company should be dissolved;
(b) the unanimous determination of the Members to dissolve the Company; or
(c) any event occurs that makes the continued existence of the Company
unlawful, including the entry of a decree of judicial dissolution.
The occurrence of an event that terminates the membership of a Member in the Company shall
not cause the Company to be dissolved or wound up.
7. Competition Restriction.
Each Initial Member hereby agrees that during the period commencing on the date
hereof and ending twelve (12) months after such Initial Member is no longer a Member (the
"Restriction Period"), such Initial Member (a) will not, directly or indirectly, whether as owner,
director, partner, shareholder, consultanC, agent, employee, co-venturer or otherwise, engage,
participate, assist or invest in any Competing Business (as hereinafter defined) or otherwise
engage in any activity that competes with the business of the Company; (b) will refrain from
directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting,
inducing or influencing any person to leave employment with the Company; and (c) will refrain
from soliciting or encouraging any customer or supplier to terminate or otherwise modify
6
LIBC/3678123.4
adversely its business relationship with the Company. Each Initial Member understands that the
restrictions set forth in this Section 7 are intended to protect the Company's established
employee, customer and supplier relationships and goodwill, and agrees that such restrictions are
reasonable and appropriate for this purpose. For purposes of this Agreement, the term
"Competing Business" shall mean a business conducted anywhere in the State of Idaho or any
other state in which the Company conducts business which is competitive with the business of
the Company, including, but not limited to, any public self-storage business or products or
services ancillary thereto. In the event any Initial Member breaches the covenants contained in
this Section 7, the Restriction Period shall automatically toll from the date of the first breach, and
all subsequent breaches, until the resolution of the breach through private settlement, judicial or
other action, including all appeals. The provisions of this Section 7 shall be of no further force
and effect from and after the time that all Initial Members no longer are Members.
8. Units of Interest in the Company.
(a) Description of Units. Interests of Members in the net income and net loss
of the Company and the right of Members to distributions and allocations and a return of capital
contributions and other amounts specified herein shall be evidenced by Units of interest in the
Company ("Units"). Units may be issued in one or more classes, each class of Units having
different rights and privileges. There shall initially be two (2) classes of Units designated as
Class A Units and Class B Units, which shall have the respective rights and privileges provided
under this Agreement.
(b) Additional Units.
(i) The Directors, by the affirmative vote of a majority of the Director
Votes, may from time to time cause the Company to issue additional Units (or options,
warrants or other securities convertible into or exercisable for Units) to existing
Members and may amend this Section 8, the provisions of Sections 11 (Distributions)
and 12 (Allocations) and make other necessary conforming amendments to this
Agreement to designate additional classes of Units of any one or more classes having
different relative rights, powers and preferences, including without limitation, rights
and powers that are superior and/or prior to those of existing classes of Units, or the
right to vote as a separate class or group on specified matters. In the event that the
Directors, by the affirmative vote of a majority of the Director Votes, cause the
Company to issue additional Units to existing Members pursuant to Section 11(b)(ii),
the per Unit purchase price of such Units shall be determined by the affirmative vote of
a majority of the Director Votes. Any Units issued pursuant to this Section 8(b)(i)
shall be offered to all Class A Members or Class B Members, as applicable, on a pro
rata basis in accordance with their Ownership Percentages. Any such Units not
purchased by any Member after being so offered may be purchased by the other Class
A Members or Class B Members, as applicable.
(ii) The Directors may from time to time cause the Company to issue
additional Units (or options, warrants or other securities convertible into or exercisable
for Units) to new Members and may amend this Section 8, the provisions of Sections
11 (Distributions) and 12 (Allocations) and make other necessary conforming
LB C/3678123.4
•
•
amendments to this Agreement to designate additional classes of Units of any one or
more classes having different relative rights, powers and preferences, including
without limitation, rights and powers that are superior and/or prior to those of existing
classes of Units, or the right to vote as a separate class or group on specified matters.
(c) Company Interest Schedule. The Members, and the number of Units of
each class that they hold shall be set forth on the Company Interest Schedule. The Directors
may amend the Company Interest Schedule from time to time without the consent of any
Member to reflect the admission or withdrawal of any Member, the Transfer of Units, or the
change in any Member's Units.
(d) No Liability. The Members and Directors shall have no liability for the
debts and obligations of the Company.
(e) No Voting. Unless otherwise provided by law, the Units shall have no
voting rights.
9. Capital Contributions.
(a) Capital Contributions; Issuance of Class A Units. On or before the date
hereof, (i) each Class A Member has made, in cash or by contributing securities or other assets,
the Capital Contribution(s) set forth on the Company Interest Schedule opposite such Class A
Member's name and (ii) in respect of such Capital Contribution(s), the Company has issued to
each Class A Member the number of Class A Units set forth on the Company Interest Schedule
opposite such Class A Member's name.
(b) Issuance of Class B Units. On the date hereof, the Company has not
issued any Class B Units.
(c) Additional Capital Contribution(s). No Member shall be required to make
any additional Capital Contribution. From time to time the Members may make additional
Capital Contributions as agreed upon by the Board of Directors and the contributing Member.
Immediately following any such Capital Contribution, the Board of Directors shall cause the
Company Interest Schedule to be revised to reflect any such Capital Contribution and issuance of
Units and shall provide to each Member a revised copy of the Company Interest Schedule.
(d) Strike Price for Class B Units. In connection with the issuance of any
Class B Units, the Directors shall determine a strike price (a "Strike Price") with respect to each
such Unit. The Strike Price for a Class B Unit generally will be equal to the aggregate fair
market value of the Company's assets (as determined by the Directors in their sole discretion)
reduced by any outstanding Company liabilities (limited, in the case of nonrecourse liabilities, to
the collateral securing or otherwise available to satisfy such liabilities) as of the date such Class
B Unit is granted. The Strike Price with respect to each Class B Unit shall be set forth on the
Company Interest Schedule, which shall be amended in connection with each grant of new Units
under this Agreement. For purposes of clarity, each Class B Unit issued on the same day shall
have the same Strike Price. In the event the Directors determine to issue additional Class B
Units with a Strike Price lower than the Strike Price associated with a prior issuance of Class B
Units, the Directors may, in their sole discretion, reduce the Strike Price of the Class B Units
LIBG3678123.4
• •
issued at the higher Strike Price. The intent of this Section 9(d) and Section 9(e) is to ensure that
any Class B Units issued after the date of this Agreement qualify as "profits interests" under
Revenue Procedure 93-27, LR.B. 1993-24, June 9, 1993 and Revenue Procedure 2001-43, LR.B.
2001-34, August 2, 2001, as contemplated by Section 9(e) hereof.
(e) Tax Treatment of Grant of Class B Units. Any Member who receives
unvested Class B Units for services shall make a timely and effective election under Code
Section 83(b) with respect to such Class B Units. Except as otherwise determined by the Board
of Directors, both the Company and all Members will (a) treat such Class B Units as outstanding
for tax purposes, (b) treat such Member as a partner for tax purposes with respect to such Class B
Units, (c) file all tax returns and reports consistently with the foregoing, and (d) not deduct any
amount (as wages, compensation or otherwise) for the fair market value of such Class B Units
for federal income tax purposes.
10. f Reservedl
11. Distributions.
(a) Tax Distributions. The Directors shall use their reasonable efforts to make
distributions to the Members from time to time in amounts at least equal to their Tax Amounts
("Tax Distributions"). Tax Distributions shall be made to the Members in proportion to their
Tax Amounts. Tax Distributions shall not be made with respect to the year in which the
Company liquidates. By executing this Agreement and any counterpart signature page, each
Member acknowledges that he, she or it may be allocated a share of the taxable income of the
Company without a corresponding distribution, and may therefore incur tax obligations without
receiving distributions sufficient to pay those taxes. Tax distributions shall be treated as an
advance on distributions to which the Members are otherwise entitled and shall reduce the
amount of such distributions dollar for dollar.
(b) Distributions of Available Cash Flow.
(i) Subject to Sections 11(b)(ii) and (iii), promptly following the end
of each calendar quarter, the Available Cash Flow, if any, shall be distributed by the
Company to the Members as follows:
(1) First, to the Class A Members until the distributions to each
Class A Member pursuant to this Section 11(b)(i)(1) have equaled the sum of
such Class A Member's unreturned Capital Contributions, such distributions
to be made pro rata in accordance such unreturned Capital Contributions.
(2) Second, to the Members pro rata in accordance with the
Ownership Percentage of each Member.
(ii) Notwithstanding the foregoing:
(1) any Class B Unit with an associated Strike Price shall not
be included for purposes of, and shall not participate in, distributions pursuant
to Section 11(b)(i) until an aggregate amount equal to the Strike Price
LIBC/3678123.4
• •
associated with such Class B Unit has been distributed pursuant to Section
11(b)(i) after the date such Class B Unit was issued. Solely for purposes of
Section 11(b)(i), such Class B Unit shall not be considered to be issued or
outstanding until such previous distributions have been made. Thereafter,
such Class B Unit shall be treated as issued and outstanding and shall
participate in any remaining amounts to be distributed in accordance with
Section 11(b)(i); and
(2) if any distribution under Section 11(b)(i) is made prior to
the time that all Class B Units held by any individuals party to any agreement
with the Company providing for vesting in respect of Class B Units (the
"Restricted Equity Agreements") have vested (as provided in the Restricted
Equity Agreements), that portion of such distribution that is allocable to any
Class B Units that have not vested (as provided in the Restricted Equity
Agreements) shall be held by the Company and not distributed to the
applicable Class B Member at that time but thereafter shall be distributed by
the Company to the applicable Class B Member on an incremental basis, as,
when and if any unvested Units become vested Units in accordance with the
Restricted Equity Agreements. Any future distributions to a Class B Member
whose unvested Units have been forfeited or redeemed shall be reduced (and
the amount of such reduction treated as an additional amount available for
distribution to the Members) by the amount of any prior Special Tax
Distributions made with respect to the Class B Units forfeited or redeemed
and not previously recovered by the Company (through offset or otherwise)
from such Member.
(iii) Not less than five (5) Business Days prior to any distribution under
Section 11(b)(i), the Company shall provide written notice to each Member of the
aggregate amount of such distribution and each Member's pro rata share in accordance
with the Ownership Percentage of each Member (the "Distribution Notice"). The
Distribution Notice shall constitute an offer to each Member, subject to the affirmative
vote of a majority of the Director Votes, to reinvest his or her pro rata share of such
distribution by purchasing additional Class A Units at a per Unit purchase price
determined by the Board of Directors in accordance with Section 8(b)(i).
(c) Other Distributions. All other distributions shall be made by the Directors
from time to time in their sole discretion acting by an affirmative vote of a majority of the
Director Votes. All such distributions shall be made to the Members in accordance with their
Ownership Percentages.
(d) Distributions in Kind. The Directors (or the Liquidator upon the winding
up of the Company) may make distributions in cash or in property other than cash. If any assets
of the Company are to be distributed in kind, they shall be distributed on the basis of their fair
market values as determined by the Directors (or the Liquidator, as applicable) in their sole and
absolute discretion.
10
LIBC/3678123.4
•
(e) No Right to Distribution Upon Withdrawal or Resi ng ation. No Member
shall be entitled to receive any distribution or payment from the Company except as specifically
set forth in this Agreement, or in any separate agreement between the Company and the
Member. Except as so agreed, Members who withdraw or resign shall not be entitled to receive
the fair value of their interests in the Company pursuant to Section 18-604 of the Act or
otherwise.
(f) Withholding Taxes. Notwithstanding any other provision of this
Agreement, each Member hereby authorizes the Company to withhold and to pay over, or
otherwise pay, any withholding or other taxes payable by the Company or any of its Affiliates
(as determined by the Directors) with respect to such Member or such Member's Units. In such
a case, for purposes of this Agreement, the Member with respect to whom the Company has paid
the withholding or other tax shall be deemed to have received such amount as a distribution from
the Company and to have paid the withholding or other tax directly, and such Member's share of
distributions pursuant to Section ll(b)(i) shall be reduced by a corresponding amount. The
Company shall provide notice to such Member of any such payment required to be made as soon
as reasonably practicable. To the extent that the aggregate of such deemed distributions to a
Member for any taxable year of the Company exceeds the distributions that such Member would
have received for such taxable year but for such withholding, the Member, at the Company's
request, shall make a prompt payment to the Company of such amount by wire transfer.
12. Capital Accounts; Allocations.
(a) Member Capital Accounts. A separate capital account (each, a "Capital
Account") shall be maintained for each Member in accordance with the rules of Section
1.704-1(b)(2)(iv) of the Treasury Regulations, and this Section 12 shall be interpreted and
applied in a manner consistent with said section of the Treasury Regulations. The Company
may adjust the Capital Accounts of its Members to reflect revaluations of the Company
Property whenever the adjustment would be permitted under Treasury Regulations Section
1.704-1(b)(2)(iv)(f), including but not limited to the issuance of Class B Units as contemplated
by Section 9(d) hereof. In the event that the Capital Accounts of the Members are so adjusted,
(i) the Capital Accounts of the Members shall be adjusted in accordance with Treasury
Regulations Section 1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization
and gain or loss, as computed for book purposes, with respect to such property and (ii) the
Members' distributive shares of depreciation, depletion, amortization and gain or loss, as
computed for tax purposes, with respect to such property shall be determined so as to take
account of the variation between the adjusted tax basis and book value of such property in the
same manner as under Section 704(c) of the Code. In the event that Code Section 704(c)
applies to Company Property, the Capital Accounts of the Members shall be adjusted in
accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) for allocations of
depreciation, depletion, amortization and gain and loss, as computed for book purposes, with
respect to such property. The Capital Accounts shall be maintained for the sole purpose of
allocating items of income, gain, loss and deduction among the Members and shall have no
effect on the amount of any distributions to any Members in liquidation or otherwise. The
amounts of all distributions to Members shall be determined pursuant to Section 1 1.
Notwithstanding any provision contained herein to the contrary, no Member shall be required to
restore any negative balance in its Capital Account.
LIBC/3678123.4
• •
(b) Allocation of Net Income and Net Loss. All items of Company income,
gain, loss and deduction as determined for book purposes shall be allocated among the
Members and credited or debited to their respective Capital Accounts in accordance with
Treasury Regulations Section 1.704-1(b)(2)(iv), so as to ensure to the maximum extent possible
(i) that such allocations satisfy the economic effect equivalence test of Treasury Regulations
Section 1.704-1(b)(2)(ii)(i) (as provided hereinafter) and (ii) that all allocations of items that
cannot have economic effect (including credits and nonrecourse deductions) are allocated to the
Members in accordance with the Members' interests in the Company, which, unless otherwise
required by Code Section 704(b) and the Treasury Regulations promulgated thereunder, shall
be in proportion to their Units. To the extent possible, items that can have economic effect
shall be allocated in such a manner that the balance of each Member's Capital Account at the
end of any taxable year (increased by the sum of (a) such Member's "share of partnership
minimum gain" as defined in Treasury Regulations Section 1.704-2(g)(1) and (b) such
Member's share of "partner nonrecourse debt minimum gain" as defined in Treasury
Regulations Section 1.704-2(i)(5)) would be positive to the extent of the amount of cash that
such Member would receive (or would be negative to the extent of the amount of cash that such
Member would be required to contribute to the Company) if the Company sold all of the
Company Property for an amount of cash equal to the book value (as determined pursuant to
Treasury Regulations Section l .704-1(b)(2)(iv)) of such Company Property (reduced, but not
below zero, by the amount of nonrecourse debt to which such Company Property is subject) and
all of the cash of the Company remaining after payment of all liabilities (other than nonrecourse
liabilities) of the Company were distributed in liquidation immediately following the end of
such taxable year in accordance with Section 11. Notwithstanding the foregoing, upon a
forfeiture of any unvested Units by any Member, gross items of income, gain, loss or deduction
shall be allocated to such Member if and to the extent required by final Treasury Regulations
promulgated after the date hereof to ensure that allocations made with respect to all unvested
Units are recognized under Code Section 704(b).
(c) Allocation Provisions and Elections. Any elections or other decisions
relating to the allocations of Company items of income, gain, loss, deduction, credit or other tax
matters shall be made by the Directors in any manner that reasonably reflects the purpose and
intention of this Agreement.
(d) Safe Harbor Election for Unvested Interests. To the extent provided for in
Treasury Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued
after the date hereof, the Company is hereby authorized to, and at the direction of the Board of
Directors shall, elect a safe harbor under which the fair market value of any Units issued after
the effective date of such Treasury Regulations (or other guidance) will be treated as equal to
the liquidation value of such Units (i.e., a value equal to the total amount that would be
distributed with respect to such Units if the Company sold all of its assets for their fair market
value immediately after the issuance of such Units, satisfied its liabilities (excluding any non-
recourse liabilities to the extent the balance of such liabilities exceeds the fair market value of
the assets that secure them) and distributed the net proceeds to the Members under the terms of
this Agreement). In the event that the Company makes a safe harbor election as described in
the preceding sentence, each Member hereby agrees to comply with all safe harbor
requirements with respect to transfers of such Units while the safe harbor election remains
effective.
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LIBC/3678123.4
•
(e) Tax Matters Partner. The Directors shall have the authority to designate
the Member who shall serve as the tax matters partner. The tax matters partner shall take such
actions on behalf of the Company in any and all proceedings wit11 the Internal Revenue Service
as the Directors determine to be appropriate. The tax matters partner shall be entitled to be
reimbursed by the Company for all out-of-pocket costs and expenses incurred in connection
with any such proceedings and to be indemnified by the Company (solely out of Company
assets) with respect to any action brought against the tax matters partner in connection with the
settlement of any such proceeding. The initial tax matters partner of the Company shall be
Mark F. Gilbreath.
13. Management of the Company.
(a) Management of the Company. The Company shall have a Board (the
"Board of Directors") consisting of four (4) members (each such member, a "Director" and
collectively, the "Directors") and such Directors shall be appointed in accordance with the
provisions of Section 14. The business of the Company shall be managed by or under the
direction of the Directors then in office who may exercise all the powers of the Company
except as otherwise provided by law or by this Agreement. The members of the Board of
Directors may, but are not required to, be Members, and shall hold office until their resignation,
removal or death in accordance with the provisions hereof. The Board of Directors is the
"manager" (within the meaning of the Act) of the Company. The Board of Directors may
employ one or more Members from time to time as officers of the Company (each an "Officer"
and collectively, the "Officers") as it deems necessary or desirable to carry on the business of
the Company, and such Members, in their capacities as Officers, may take part in the control
and management of the business of the Company to the extent such authority and power to act
for or on behalf of the Company has been delegated to them by the Board of Directors. The
Officers are not "managers" (within the meaning of the Act) of the Company. Subject to the
other provisions of this Agreement, the division of authority between the Board of Directors
and the Officers shall be determined in a manner consistent with the division of authority
between the Board of Directors and the officers of a Delaware corporation, and the Officers
shall follow any directions issued by the affirmative vote of a majority of the Director Votes.
No Member who is not also an Officer or a Director (and acting in his capacity as such) shall
take part in the control or management of the business of the Company in his or her capacity as
a Member, nor shall any Member who is not also an Officer or a Director (and acting in his or
her capacity as such) have any authority or power to act for or on behalf of the Company in his
or her capacity as a Member.
The initial Officers of the Company shall be the persons listed below holding the offices
listed opposite their respective names:
Name Office
Mark F. Gilbreath Chairman
Wall Mor us Chief Executive Officer
(b) uorum. Three (3) Directors shall constitute a quorum at any meeting of
the Board of Directors. If no quorum is present at any meeting of the Board of Directors then
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L1BC/3678123.4
the meeting shall be postponed to another date and notice thereof circulated to each of the
Directors in accordance with Section 13(d).
(c) Action of Directors. Each of the Gilbreath Director and the McVay
Director shall be entitled to one (1) vote. Each Greyhawk Director shall be entitled to two (2)
votes. Each vote referred to in either of the first two sentences of this Section 13(c) is referred
to herein as a "Director Vote." If a quorum is present, the affirmative vote of a majority of the
Director Votes shall be the act of the Board of Directors. It is also specifically agreed that the
affirmative vote of a majority of the Director Votes shall be required to:
(i) issue additional Units (or options, warrants or other securities
convertible into or exercisable for Units) to new Members in accordance with Section
8(b)(ii);
(ii) sell or otherwise dispose of, or agree to sell or otherwise dispose of
assets of the Company; or
(iii) merge or consolidate the Company with any other Entity.
(d) Meetings of Directors. Meetings of the Board of Directors may be called
by any two (2) or more Directors on no fewer than 24 hours prior notice by the delivery of
written notice (including but not limited to, by personal delivery, telephone fax, or by electronic
message sent to the business or home electronic mail address of each Director) to each Director
of the time, date and place of the meeting. Directors may participate in meetings of the Board
of Directors by means of conference telephone or similar communications equipment by means
of which all Directors participating in the meeting can hear each other. Any action required or
permitted to be taken at any meeting of the Board of Directors may also be taken without a
meeting if a written consent (including written consent by electronic message) to the action is
signed by Directors holding voting rights sufficient to approve the action. All Directors shall be
promptly notified of the taking of any action by written consent.
(e) Execution of Instruments• Reliance by Third Parties. Any and all
instruments executed pursuant to the powers herein contained may create obligations extending
beyond the date of any possible termination of this Agreement. Notwithstanding any limitation
contained in this Agreement, every agreement relating to Company Property and executed in
connection with the Company by any one or more Directors, on behalf and in the name of the
Company, shall be conclusive evidence in favor of every Person relying thereon or claiming
thereunder that, at the time of the delivery thereof, this Agreement was in full force and effect,
and that the execution and delivery thereof was duly authorized hereunder and that such
agreement is binding upon the Company. Any Person dealing with the Company or with the
Directors may rely upon a certificate given by a Director as to the authority of the Person
executing on behalf of the Company or as to any other fact germane to the Company or the
activity of the Directors; and no third party shall be obliged to see to the application of purchase
money or of any money or property delivered to the Directors or to see that any provision of
this Agreement has been complied with.
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• i
(f) Directors' Compensation. The Directors shall receive no compensation
for their services as Directors. A Director may be reimbursed for out-of-pocket costs incurred
in connection with his or her service as a Director to the extent approved by the Directors.
(g) Conflicts of Interest. No agreement or transaction between the Company
and one or more of its Directors or Members or any Persons affiliated with a Director or any of
the Members, or between the Company and any Person in which one or more of the Directors
or Members or their affiliates are directors, officers, managers, parties, members or trustees or
have a financial interest, shall be void or voidable solely for that reason, or solely because the
relevant Director or Member participated in authorizing the agreement or transaction.
14. Appointment, Resignation and Replacement of Directors.
Greyhawk Capital Management, LLC shall have the right to appoint two (2)
Directors (the "Greyhawk Directors"), Mark F. Gilbreath shall have the right to appoint one (1)
Director (the "Gilbreath Director") and Greg McVay shall have the right to appoint one (1)
Director (the "McVay Director"). The Initial Directors of the Company are identified on
Schedule A to this Agreement. A Director shall remain in office until he or she is removed,
replaced, resigns, becomes disabled or dies. Any Director may be removed or replaced at any
time by the Member that appointed him or her, for any reason or for no reason. Any such
appointment, removal or replacement shall be by a writing delivered or mailed to the Company
and to the other Members. A Director may not be removed except by (i) the Member that
appointed him or her, (ii) in the case of the Gilbreath Director, Greyhawk Capital Management,
LLC after the death or disability of Mark F. Gilbreath or (iii) in the case of the McVay Director,
Greyhawk Capital Management, LLC after the death or disability of Greg McVay. A Director
may resign at any time by notice to the other Director and to the Member who appointed him or
her. Each Member shall have the right to direct the Director that it appoints to act in such
Member's best interests when voting on or consenting to a given matter, and, to the fullest extent
permitted by law, no Director so directed shall have any duty to act in the interests of the
Company or any other Member when voting on or consenting to the matter.
15. Indemnification.
(a) Exculpation and Indemnification of Directors. A Director shall have no
liability to the Company or to any Member for any loss suffered by the Company or such
Member that arises out of any action or inaction of the Director if the Director, in good faith,
determined that such course of conduct did not constitute willful misconduct of the Director and
was (i) in the best interests of the Company, (ii) not opposed to the best interests of the
Company, or (iii) in the best interests of the Member who appointed the Director. To the fullest
extent permitted by law, the Company shall indemnify each of the Directors against any
liability, costs, damages and expenses (including, without limitation, reasonable legal and other
professional fees and expenses as the same are incurred) by reason of (i) such Person's status as
a Director, or (ii) any act performed by such Person in good faith or any act in good faith not
performed by such Person, in either case related to the Company or its business or operations,
but not including such Person's gross negligence or willful misconduct.
15
LIBC/3678123.4
• •
(b) Exculpation and Indemnification of Members. A Member shall have no
liability to the Company or to any other Member for any loss suffered by the Company or such
other Member that arises out of any action or inaction of the Member related to the Company or
its business or operations if such course of conduct did not constitute willful misconduct of the
Member. To the fullest extent permitted by law, the Company shall indemnify each of the
Members against any liability, costs, damages and expenses (including, without limitation,
reasonable legal and other professional fees and expenses as the same are incurred) by reason of
(i) such Person's status as a Member, or (ii) any act performed by such Person in good faith or
any act in good faith not performed by such Person, in either case related to the Company or its
business or operations, but not including such Person's gross negligence or willful misconduct.
(c) Payment of Expenses and Conduct of Defense. Expenses (including court
costs and attorneys' fees) incurred in defending any proceeding shall be paid by the Company
in advance of the final disposition of such proceeding upon receipt of a written undertaking by
or on behalf of the Director or the Member to repay such amount, if and to the extent it shall
ultimately be determined by a final decision of a court of competent jurisdiction (that is not
subject to appeal or as to which the time for appeal has expired) that the Director or Member is
not entitled to be indemnified by the Company pursuant to this Section 15. The Company shall
have the right to control or conduct the defense of any proceeding as to which the Company is
required to advance expenses under this Section 15.
(d) Continuation of Indemnity. The indemnification and advancement of
expenses provided by this Section 15 shall continue as to any Person who has ceased to be a
Director or a Member, and shall inure to the benefit of the heirs, executors, administrators, and
successors of Persons who themselves would have been entitled to seek indemnification under
this Section 15.
(e) Members Not Liable. Any indemnity under this Section 15 shall be
provided out of and to the extent of Company assets only, and no Member shall otherwise have
any personal liability on account thereof.
(f) Indemnification of Officers, Employees and Agents. The Directors may
provide for the Company to indemnify any Person who serves as an Officer, employee or agent
of the Company against liabilities, costs, damages and expenses incurred in connection with the
Person's performance of services for the Company on such terms as the Directors may
designate.
(g) Insurance. The Company may purchase and maintain insurance on behalf
of any person who is or was a Member, Director, Officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director, officer, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Company would have the power to
indemnify him or her against such liability under the provisions of the Act (as presently in
effect or hereafter amended) or this Agreement. The Company's obligation to provide
indemnification under this Section 15 will be reduced by any amounts the indemnified party
receives as indemnification under any policy of insurance, whether or not purchased and
16
LIBC/3678123.4
u
•
maintained on such person's behalf by the Company, but no such indemnified party will be
obligated to first seek amounts as indemnification (i) from any policy of insurance, or (ii) under
any other applicable indemnification provision.
(h) Amendments. This Section 15 may be amended only with prospective
effect.
16. Transfers.
(a) Restriction on Transfer. Except for any Transfer by a Member to a
Permitted Transferee, or as otherwise approved by the Directors, no Member may Transfer any
of his Units to any Person or Persons prior to January 27, 2011. Following January 27, 2011,
Units may only be Transferred in compliance with the remaining provisions of this Section 16
or as otherwise approved by the Directors.
(b) Put Option.
(i) Each of Greyhawk Capital Management, LLC and Mark F.
Gilbreath (each an "Obligated Party" and collectively, the "Obligated Parties") hereby
grant to Greg McVay (the "Put Party") the option (the "Put Option") to require each
Obligated Party to repurchase up to its Ownership Percentage of the Units held by such
Put Party on or after January 27, 2011. The Put Option shall be exercisable at any time
and from time to time beginning on January 27, 2011 until all Units held by such Put
Party have been repurchased. To exercise the Put Option, the Put Party shall deliver a
written notice of exercise (the "Put Notice") to each Obligated Party. Prior to the
thirtieth (30th) day following receipt by the Obligated Parties of the Put Notice, the
Obligated Parties shall deliver to the Put Party written notice (the "Put Price Notice")
of the Obligated Parties' determination of the Put Price (as defined below).
(ii) The closing of the purchase and sale of any Units following the
exercise of the Put Option (each such closing, a "Put Closing") shall take place at
10:00 a.m. (Boston time) on the earlier of: (i) a date mutually agreed by the Obligated
Parties and the Put Party; and (ii) the ninetieth (90th) day (or if such date is not a
Business Day, on the next succeeding Business Day) following receipt by the
Obligated Parties of the Put Notice, at the offices of the Company, or any other
location mutually agreed to by the Put Party and the Obligated Parties. At the Put
Closing, the Put Party shall deliver to the Obligated Parties the Units being put and the
Obligated Parties shall deliver to the Put Party in cash or by wire transfer of
immediately available funds the Put Price for such Units. Until the Obligated Parties
deliver the Put Price to the Put Party, the Put Party shall continue to have all of the
rights and benefits of a holder of Units.
(iii) The total cash consideration to be paid upon exercise of the Put
Option (the "Put Price") shall be an amount in cash (U.S. dollars) equal to the gross
amount that would have been received in accordance with this Agreement on account
of the Units being put upon a hypothetical liquidation of the Company, with the total
amount distributable to all Members of the Company determined in accordance with
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LIBC/3678123.4
Section 16(b)(iv) below ("Net Equity Value"). Notwithstanding the foregoing, if the
Put Party and the Obligated Parties are unable to reach an agreement as to the Net
Equity Value and the Net Equity Value is determined by the appraisal process
provided in Section 16(b)(iv) below, the Put Price resulting from such appraisal
process shall be reduced by fifteen percent (15%).
(iv) The "Net Equity Value" of the Company shall mean (A) the fair
market value of the Company's assets reduced by (B) the aggregate amount of all
outstanding liabilities of the Company required to be included on a balance sheet in
accordance with GAAP. The fair market value of the Company's assets shall be
determined: (x) by treating the Company as a going concern and (y) on the basis of
what a willing buyer, with recourse to any necessary financing, would pay to a willing
seller who is under no compunction to sell. For a period of fifteen (15) business days
following delivery of the Put Price Notice, the Put Party and the Obligated Parties shall
in good faith seek to reach agreement as to Net Equity Value of the Company to be
determined in accordance with the provisions of this Section 16(b)(iv). If the Put Party
and the Obligated Parties reach such an agreement, such agreed Net Equity Value shall
be the Net Equity Value of the Company for purposes of calculating the applicable Put
Price. If the Put Party and the Obligated Parties are unable to reach agreement within
such fifteen (15) day period, the Net Equity Value of the Company shall be determined
by an appraisal process and each of the Put Party and the Obligated Parties shall,
within three (3) business days after the expiration of such fifteen (15) day period,
select an independent, non-affiliated investment banking firm of recognized national
standing or a brokerage firm having not less than five (5) years of experience in the
Company's industry (each, an "Independent Appraiser" and collectively, the
"Independent Appraisers"). Within twenty (20) business days after selection, each
Independent Appraiser shall prepare and deliver to the Obligated Parties and the Put
Party an appraisal of the Net Equity Value of the Company in accordance with the
terms set forth in this Section 16(b)(iv) and, in the absence of manifest error or fraud
and so long as the lower appraisal is no less than 90% of the higher appraisal, the two
appraisals shall be averaged and the result shall be the Net Equity Value of the
Company for purposes of calculating the applicable Put Price. If the lower appraisal is
less than 90% of the higher appraisal, the two Independent Appraisers shall, within
three (3) business days thereafter, choose a third Independent Appraiser who shall
deliver its own appraisal of the Net Equity Value of the Company within twenty (20)
business days thereafter. The two appraisals that are closest in value shall then be
averaged and the result shall, in the absence of manifest error or fraud, be the Net
Equity Value of the Company (unless the third appraisal is equal to the average of the
first two appraisals, in which case such average shall be the Net Equity Value of the
Company). The costs and expenses for the services of the Independent Appraisers (the
"Appraisal Expenses") shall be borne as follows: if the Net Equity Value determined
b^y the appraisal process is exactly the final position of either the Obligated Parties or
the Put Party, the party whose position was not selected shall pay the Appraisal
Expenses. If the Net Equity Value determined by the appraisal process is between the
final position of the Obligated Parties and the Put Party, the party whose position is
closest to the Net Equity Value determined by the appraisal process (the "Prevailing
Party") shall pay a percentage of the Appraisal Expenses calculated by dividing the
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LIBC/3678123.4
positive difference between the position of the Prevailing Party and the Net Equity
Value determined by the appraisal process by the total positive difference between the
position of the Prevailing Party and the position of the non-Prevailing Party. The non-
Prevailing Party shall pay the remainder of the Appraisal Expenses.
(c) Effectiveness of Transfer. Except for any Transfer by a Member to
another Member, no Transfer shall be effective until the Permitted Transferee has executed a
counterpart signature page to this Agreement and such other documents as the Directors may
require. Any Person whose acquisition of Units is permitted under the terms of this Agreement
shall, when the Transfer becomes effective, be admitted as a Member of the Company. Unless
otherwise agreed by the Directors, any Member (other than an Initial Member) shall only have
rights as a holder of an economic interest and shall not have any rights to vote the Units or to
appoint, remove or replace a Director. The right to vote the Units, or to appoint, remove or
replace a Director will remain with the transferring Member. No Transfer shall be deemed to
create a separate class of Units for any purpose and all Units shall be deemed to be part of the
same class of Units for any statutory voting rights.
(d) Terms of Agreement Binding on Transferees. Whether or not a Person
who has acquired any Units has been accepted as a substituted Member or has accepted in
writing the terms and provisions of this Agreement, the Person shall be deemed, by the
acquisition of Units, to have agreed to be subject to and bound by all the obligations of this
Agreement with the same effect as any predecessor in interest of such Person.
(e) Prohibited Transfers Void. Any Transfer in contravention of any of the
provisions of this Section 16 shall be void and ineffectual and shall not bind or be recognized
by the Company for any purpose.
17. Dissolution.
Upon the occurrence of an event of dissolution described in Section 6, the
Company shall terminate and be dissolved. In such event, the Directors or a liquidator appointed
by the Directors (the Directors or such liquidator is hereafter referred to as the "Liquidator")
shall liquidate the assets of the Company, apply and distribute the proceeds thereof pursuant to
the procedures set forth below, and cause the cancellation of the Certificate.
(a) After payment of liabilities owing to creditors, including Members, the
Liquidator may set up such reserves as it deems reasonably necessary for any contingent or
unforeseen liabilities or obligations of the Company. At the expiration of such period as the
Liquidator may deem advisable, the portion of the reserves that remain shall be distributed to
the Members or their permitted assigns in the manner set forth in Section 11(b).
(b) After paying such liabilities and providing for such reserves, the
Liquidator shall cause the remaining net assets of the Company to be distributed to the
Members (or their permitted assigns) in accordance with Section 11(b).
(c) The Liquidator may take whatever steps it deems appropriate (if any) to
convert any securities, notes, accounts receivable, or other non-cash assets of the Company into
cash or into any other form that would facilitate the distribution thereof.
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L[BC/3678123.4
~ !
18. Amendment.
This Agreement may only be amended by a written document signed by all of the
Members.
19. Miscellaneous.
(a) Binding_Effect. This Agreement shall inure to the benefit of and be
binding upon all of the parties, their successors and permitted assigns, custodians, estates, heirs
and personal representatives. For purposes of determining the rights of any Member or
assignee 1lereunder, the Company and the Directors may rely upon the Company records as to
who are Members and assignees and all Members and assignees agree that their rights shall be
determined and that they shall be bound thereby.
(b) Captions. Section and paragraph captions in no way define, limit, extend
or describe the scope of this Agreement nor the effect of any of its provisions.
(c) Entire Agreement. This Agreement, including the Schedule attached to
this Agreement and incorporated herein, contains the entire agreement of the parties, and
supersedes all prior oral and written agreements, with respect to the transactions contemplated
hereby.
(d) Waiver of Jury Trial. Each Member agrees that neither he nor any
assignee or successor shall (i) seek a jury trial in any lawsuit, proceeding, counterclaim or any
other action based upon, or arising out of, this Agreement, or (ii) seek to consolidate any action
with any other action in which a jury trial cannot be or has not been waived. The provisions of
this paragraph have been fully discussed, and these provisions shall be subject to no exceptions.
Neither the Directors nor any Member has agreed with or represented to another that the
provisions of this paragraph will not be fully enforced in all instances.
(e) Arbitration of Disputes. Any dispute arising out of or relating to this
Agreement or an award agreement or the breach, termination or validity thereof shall be
submitted to binding arbitration conducted expeditiously in accordance with the J.A.M.S.
Comprehensive Arbitration Rules and Procedures. The arbitration shall be governed by the
United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the
arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration
shall be Ada County, Idaho.
In connection with any arbitration proceeding, the arbitrator shall have the power
to order the production of documents by each party and any third-party witnesses. In addition,
each party may take up to three depositions as of right, and the arbitrator may in his or her
discretion allow additional depositions upon good cause shown by the moving party. However,
the arbitrator shall not have the power to order the answering of interrogatories or the response to
requests for admission. In connection with any arbitration, each party shall provide to the other,
no later than 7 business days before the date of the arbitration, the identity of all persons that
may testify at the arbitration and a copy of all documents that may be introduced at the
arbitration or considered or used by a party's witness or expert. The arbitrator's decision and
award shall be made and delivered within 45 days of the selection of the arbitrator. The
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LIBC/3678123.4
• •
arbitrator's decision shall set forth a reasoned basis for any award of damages or finding of
liability. The arbitrator shall not have power to award damages in excess of actual compensatory
damages and shall not multiply actual damages or award punitive damages or any other damages
that are specifically excluded under this Agreement, and each party hereby irrevocably waives
any claim to such damages.
The parties covenant and agree that they will participate in any such arbitration in
good faith. This Section 19(e) applies equally to requests for temporary, preliminary or
permanent injunctive relief, and shall not be deemed to be waived by any action by the Directors,
any Member or the Company to seek temporary or preliminary injunctive relief by court
proceedings.
Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of any
United States District Court of competent jurisdiction for the purpose of enforcing the award or
decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion,
as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution (except as protected by applicable law), that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding
is improper or that this Agreement or the subject matter hereof may not be enforced in or by such
court, and hereby waives and agrees not to seek any review by any court of any other jurisdiction
which may be called upon to grant an enforcement of the judgment of any such court. Each of
the parties hereto hereby consents to service of process by registered mail at the address to which
notices are to be given. Each of the parties hereto agrees that its, his or her submission to
jurisdiction and its, his or her consent to service of process by mail is made for the express
benefit of the other parties hereto. Final judgment against any party hereto in any such action,
suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the
judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction.
(f) Severability. The invalidity of any term or provision of this Agreement
shall not affect the validity of any other term or provision hereof.
(g) Counterparts; Facsimile. This Agreement may be executed and delivered
by facsimile signature and in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
UBC/3678123.4
21
•
•
WI°I"NESS the execution hereof', in any number of counterparts and signature
pages, each oi' which shall be deemed an instrument executed undLr seal as of the date first set
forth above.
INITIAL MEMIiP;RS:
GREYHAWK CAPITAL
MANAGEMENT, LLC
~~~ J~_...._
.-- `- ~--
$ y: ~...~
r _._~--
Na~me: Will ~ov_ey___.--~---~~
Title: Managing Director
Mark E. Gilbreath
Grey McVay
lSignatu--c t'~t~e to Second rlmer-ded and 12cstatctt Oper:~ting Agreement
of i~ reedom STora~;e Center, I,t,C'J
•
•
WITNESS the exec}rtion hereof, in any number of counterparts and signature
pages, each of Which shad be deemed an instrument executed under seal as of the date first set
forth gbove.
TNI'~1AL MEN:
GREYHAWK CAPITAL
MA~1'AGEMFN'T, LLC
sy:
~Ta~e: Will Hpvey
Titlq: Managing D'
Mar~C F, Gi[brgath
G~re~ McVay
[Signctturf ]Page to nc} Amended and Restated Oper~ting A,gt'eeNent
o FreQdOm 5to~age Ceute~, Y.Y.,C)
•
WITNESS the execution hereof, in any number of counterparts and signature
pages, each of which shall be deemed an instrument executed under seal as of tfie date first set
forth above.
INITIAL MEMBERS:
GREYHAWK CAPTTAL
MANAGEMENT, LLC
By:
Name: Will Hovey
Title: Managing Director
Mark F. Gilbreath
~- F- -
,l3~cp'McVay `~
G4~Crb~~~ R, ri~C~/ r~r
[Signature Page to Second Amended and Restated Operating Agreement
of Freedom Storage Center, LLCM
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FREEDOM STORAGE CENTER, LLC
SCHEDULE A -INITIAL DIRECTORS
LIBC/3678123.4
Director Appointed by
John L. Bunce, Jr. Greyhawk Capital Management, LLC
Will Hovey Greyhawk Capital Management, LLC
Wally Morgus Greg McVay
Mark F. Gilbreath Mark F. Gilbreath
A- 1