Sommersby No. 1 PBA 13-009Planning Division
PROPERTY BOUNDARY ADJUSTMENT
Application Checklist
All applications are required to contain one copy of the following unless otherwise noted:
Applicant
N)
_
Description(i)
Staff
Please provide two (2) copies of each of the items listed below:
(/
Completed & signed Administrative Review Application
✓
Narrative fully describing the requested property boundary adjustment
t%
Legal description (metes and bounds) of the new property boundaries and closure sheet
Recorded warranty deed for the subject property
. /
V
Affidavit of Legal Interest signed & notarized by the property owner (if owner is acurporation,
submits copy of the Articles of Incorporation or other evidence to show that the pemon signing is an authorized agent.)
Scaled vicinity map showing the location of the subject property
i/
Existing recorded plat in which the subject property lies (8 t/z" x I1 ") (if a licable)
Existing Record of Surveys used and/or referenced (8 %" x 11")
(/
Record of Survey (18" x 24" paper copy)
t/
Parcel verification letter from Development Services (887-2211)
Fee 3 fey . 0
Property boundary adjustments are allowed for the adjustment of property lines between existing properties and to
allon, for the reduction in the number of buildable lots. A property bounden), adjustment does not vacate the platted
lot lines or easements of a recorded subdivision (UDC II -6B-8).
APPLICATION WILL NOT BE ACCEPTED UNLESS ALL ITEMS ON THE CHECKLIST ARE SUBMITTED.
33 E. Broadway Avenue, Suite 102 • Meridian, Idaho 83642
Phone: (208) 884-5533 • Facsimile: (208) 888-6854 • Website: www,meridiancity.org
(021042013)
Type of Review Requested (
❑ Accessory Use
❑ Alternative Compliance
1Htcrtificate of Zoning Com
❑ Certificate of Zoning Com
❑ Conditional Use Permit M
l2tesign Review
❑ Private Street
®`Property Boundary Adjust
❑ Time Extension (Director)
❑ Vacation
❑ Other
Meant Information
Planning Division
s ADMINISTRATIVE REVIEW APPLICATION
all that
Verification
Applicantname: "M KL -1 IN Phone:26%`alc'g3H t_ �
Applicant address:3941 i5 Cr-AC,M[f✓:d04M Zip:3L(Z.E-mail:'�YNi�)�'d'uMCa7LSyaN®. ti'c.nJa
Applicant's interest in property: ❑ Own ❑ Rent ❑ Optioned RKOther
Owner name: i<e,l l� 4 v+q —% Phone: Jam^ R49^ G '4 (Fax:
Owner address: .33Y3 0, Lia. SIA CYae,V / ZKC r Cd A Zip: W3&q 7, E-mail:k yztt[taYNSre�'P �tMte d� • UIVI
Agent name (e.g., architect, engh eer, developer, representative): %e_P`fP8 tLn)
Firmname: >It Swf S 1-1°C Phone: &b
Address: I 014j C-. P��rO h45 rx Ga � I� (L Zip: %,%A iv E-mail: ����u �6� M59t • CdWi
Primary contact is: C9'Applicant ❑ Owner ❑ Agent ❑ Other
Ccntact. name: Phone: Fax:
Ccntact address: Zip: E-mail:
Subject Property Information
Location/street address: 1
Assessor's parcel number(s): P*5
Township, range, section: 3N i V
Current land use: v 5; rA"
®SI N.
Total acreage: 0,091,9•o?'�t
Current zoning district: K-1,6
33 E Broadway Avenue, Suite 102 • Meridian, Idaho 83642
Phone: (208) 884- 533 • Facsimile: (208) 888-6854 • Website: www.meridiancity.org
1 (02/0&12013)
ra
Pioject/subdivision name: _Li
General description of proposed
Proposed zoning district(s):
Acres of each zone proposed:
Type of use proposed (check all
®'Residential ❑ Commerci
Who will own & maintain the pi
Which irrigation district does th
Primary irrigation source: rva
Square footage of landscaped ,it
Residential
Number of residential units: _
Number of common lots:
Proposed number of dwelling on
1 bedroom:
Minimum square footage of strut
Minimum property size (s.f): _
Gross density (DU/acre-tonal land): _
Percentage of open space provide
Percentage of qualified open spas
Type of open space provided in a
Amenities provided with this dev
Type of dwelling(s) proposed:
❑ Duplexes ❑ Multi -family ❑ 1
Non-residential
Number of building lots:
GI oss floor area proposed:
Hours of operation (days and he
Percentage of site/project devot
Landscaping:
Total number of employees:
Total number of parking spaces
Authorization
Print applicant name: 1 i
Applicant signature:
33
Phone: (208) 88,
19
4 IV �•
tat apply):
❑ Office ❑ Industrial ❑ Other
ssurized irrigation system in this development? %t�' AAO V a
property lie within? ALm�' we I" 'ry' t�t� It, i _'S+
4�4tt- i",B.e,kcy\ Secondary: lei l ^
is to be irrigated (if primary or secondary point of connection is City wa(er):
.� Number of building lots:
Number of other lots:
(for multi -family developments only):
2 - 3 bedrooms: 4 or more bedrooms:
re(s) (excl. garage): Proposed building height:
Average property size (s.f.):
Net density (DU/acre-excluding roads & alleys):
Acreage of open space:
acreage: (See Chapter 3, Article G, for qualified open space)
es (i,e., landscaping, public, common, etc):
opment (if applicable):
Single-family Detached ❑ Single-family Attached 93'1'ownhomes
Other lots:
Existing (if applicable):
Building height:
to the following:
Building: Paving:
Number and ages of students/children (if applicable):
ovided: Number of compact spaces provided:
M
Date: "Al
Suite 102 • Meridian, Idaho 83642
(208) 888-6854 • Website: www.meridiancity.org
2
11
The purpose for applying for this property line adjustment is to build three town House Units that are
the same size in order to achi ve an acceptable architectural appearance. Lot 2 was reduced to 26' in
width to accommodate the ex ct dimensions of the townhome. The remaining area was equally
distributed to lot 1 and lot 3.
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i P10fes 101141
s
April 22, 2013
Lot 1, and the
1, as same is recorded
more particularly desc
Lot 1;
Thence S 87'57'
Thence S 00003'
Thence 10.88 fee
feet, a central angle of 3
Thence 12.70 fee
feet, a central angle of 1
Thence N 89'33'
Thence N 00003'
Sq. Ft, more or less,
R����7T i p 208.860.3442
V L. 111 V G. LLC dtpeugh@msn.com
Surveyor 1506 E. ProhaAa Ct.
Eagle, ID 83616
SOMME RSBY SUB NO. 1
PARCEL A
Orth 6.50 feet of Lot 2, Block 1 of Sommersby Subdivision No.
Book 97 of Plats at Page 12141, records of Ada County, Idaho,
led as follows: BEGINNING at the Northwest corner of said
E, 95.06 feet to the Northeast corner of said Lot 1;
W; 28,70 feet;
along the are of a curve to the right, having a radius of 20.00
°10'06", and a long chord bearing S 15°38'53" W, 10.75 feet;
along the are of a curve to the left, having a radius of 50.00
°33'24", and a long chord bearing S 23°57'14" W, 12.67 feet;
?5" W, 86.98 feet to a point on the West line of said Lot 2;
50" E, 53.34 feet to the Point of Beginning. Containing 4865
I—
e
D
T-- - A
c-4_6su2 c- wa---F
PROJECT:
Monday, April 22,2013
DESCRTPTION:
12:11 PM
FILE: junk.cgx
PAGE 1
UNITS: U.S. SURVEY
FOOT
INSTRUMENT SETUP
Instrument
point:
-
503.318
500.060
Backsi.ght
point:
7
503.318
500.060
Backsight
Bearing:
1 00000'00"
E Distance:
0.00
Remarks:
TYPE FROM
TO
D
RECTION
DISTANCE
NORTHING
FASTING
----- -----
INV 1
-----
2
-----
S
----------
7057'22"
E
---------- ---------------
95.06
499.927
---------------
595.060
INV 2
3
S
0003'50"
W
28.70
471.227
595.028
INVCRV
pc->rp 3
4
N
9056131"
W
20.00
471.248
575.028
31°10'47"
delta
right)
20.00
radius
0.74
Mid Ordinate
10.88
arc le
gth
0.76
External
5.58
tangen
-
286028144"
Degree of
Curve
(arc)
10.75
chord
00`00'00"
Degree of
Curve
(chord)
S 15"38°53"
W
chord
earing
rp->pt 4
5
S
58045143"
E
20.00
460.876
592.128
INVCRV
pc-:>rp 5
6
S
58046102"
E
50.00
434.950
634.882
14033'28"
de1La
(left)
50.00
radius
0.40
Mid Ordinate
12.70
arc length
0.41
External
6.39
tangent
114035'30"
Degree of
Curve
(arc)
1.2.6'/
chord
00000'00"
Degree of
Curve
(chord)
S 23057'14"
W
chord
bearing
rp->p. 6
7
N
73'19'30'r
W
50.00
449.297
586.984
INV 7
8
N
89033125"
W
86.98
449.969
500.007
INV 8
9
N
0)003'50"
E
53.34
503.309
500.066
Closure
Closing
line:
S 36
34'08"
E
0.01
from 9 to 1
Latitude
(N):
-0.01
Perimeter:
287.67
Departure
(E):
0.01
Error
of Closure:
1:28607
Area:
4365.31 Square
feet
0.1117
Acres
N
1 208.860.3442
w-.Ot —r ll�r U U R Y E I I V G LL C dtpcugb@nisn.com
P Professional L rad Surveyor 1506 E. Prohaska Ct.
s Eagle, ID 83616
April 22, 2013
SOMME RSBY SOB NO. 1
PARCEL B
Lot 2, Block 1 Sommersby Subdivision No. 1, as same is recorded in Book 97
of Plats at Page 12141, cords of Ada County, EXCEPTING therefrom the North 6.50
feet and also EXCEPT G therefrom the South 6.50 feet, more particularly described as
follows: Commencing t the Southwest corner of Lot 1, Block 1 of said Sommersby
Subdivision No. 1; Th ce S 00'03'50" W, 6.50 feet to the REAL POINT OF
BEGINNING,
Thence S 89°33' 5" E, 86.98 feet to a point on the Westerly right-of-way of N.
Lightning Place;
Thence 26.31 fe t along the arc of a non -tangent curve to the left, having a radius
of 50.00 feet, a central gle of 30108'47", and along chord bearing S 1'36'08" W,
26.01 feet;
Thence departin said Westerly right-of-way N 89°33'25" W, 86.29 feet to a
point on the West line o said Lot 2;
Thence N 00'03'50" E, 26.00 feet to the Point of Beginning.
Containing 2223 Sq. ftmore or less.
PROJECT:
DESCRIPTION:
FILE: junk.cgx
UNITS: U.S. SURVEY FOOT
INSTRUMENT SETUP
Monday, April 22,2013
12:15 PM
PAGE 1
Instrument point:
1
500.000
500.000
BacksighL point:
1
500.000
500.000
Racksight Bearing:
N
00000'00" E
Distance:
0.00
Remarks:
TYPE FROM TO
DI
CTION
DISTANCE.
NORTHING
EASTING
------- ----- ----- ----`-
INV 1 2 S
B
---------
°33`25"
--`-------
E
---------------
86.98
------------`---
499.327
586.977
iNVCRV
PC->rp 2 3 S
7
°19'18"
E
50.00
484.978
634.874
30°09'07" delta
(
eft)
50.00 radius1.72
Mid Ordinate
26.31 are len
th
1.78
External
13.47 tangent
114°35'30"
Degree of Curve
(arc)
26.01 chord
00°00'00"
Degree of Curve
(chord)
S O1°36'08" W chord
b
aring
rp->Pt 3 4 S
7
031134"
W
50.00
473.328
586.250
INV 4 5 N
8
033125"
W
86.29
473.995
499.963
INV 5 6 N
0
003150"
E'
26.00
499.995
499.992
Closure
Closing line: S
57
57173"
W
0.01
from 6 to .1.
Latitude (N): -0.01
Perimeter.: 225.58
Departure (E): -0.01
Error
of Closure: 1.:23095
Area:
2
23.08 Square
feet
0.0510 Acres
April 22, 2013
Lot 3, and the S
1, as same is recorded it
more particularly descri
Lot 3;
Thence N 00°03
Thence S 89°33'
Lightning Place;
Thence 49.08 €e
curve to the left, having
chord bearing S 41'35",
Thence S 31°46'
Thence N 89°56
Sq. Ft., more or less.
R�g7�AT 208.860.3442
V li 211 V
Gy LLc dtpengli@insn.com
Simeyor 1506 E. Prohaska Ct.
Eagk, Ill 83616
SOMMERSBY SUB NO.1
PARCEL C
)uth 6.50 feet of Lot 2, Block 1 of Sommersby Subdivision No.
Book 97 of Plats at Page 12141, records of Ada County, Idaho,
led as follows: BEGINNING at the Southwest comer of said
50" E, 50.20 feet;
25" E, 86.29 feet to a point on the Westerly right-of-way of N.
along said right-of-way and along the are of a non -tangent
radius of 50.00 feet, a central angle of 56°14'24", and a long
" E, 47.13 feet;
9" W, 16.95 feet;
0" W, 108.70 feet to the Point of Beginning. Containing 5058
�ih
26"4-a-13
x.431
PROJECT:
DESCRIPTION:
FILE: jink. cgx
UNITS: J.S. SURVEY FOOT
INSTRUMENT SETUP
Instrument point:
Backsight point:
Backsight Bearing:
Remarks:
TYPE FROM '1'0 DI
------- ----- ----- ------
INV 1 2 N C
INV 2 3 S 8
INVCRV
pc.->rp 3 4 N 7
56°14'15" delta
50.00 radius
49.08 arc ler.
26.72 tangent
47.13 chord
S 41°35'2.7" F. chord t
rp->pt: 4 5 S 2
INV 5 6 S 3
INV 6 7 N 8
Closure
Closing line: S 25 51112" E 0.00 from 7 to 1
Latitude (N): 0.00 Perimeter: 311.22
Departure (E): 0.00 Error of Closure: 1:78618
Area: 5 58.55 Square feet 0.1161 Acres
500.000 500.000
500.000 500.000
00000'00" E Distance: 0.00
Monday, April 22,201.3
12:18 PM
PAGE 1
ECTION DISTANCE NORTHING FASTING
003'50"
E
50.20
550.200
500.056
033'25"
E
86.29
549.533
586.343
031'40"
E
50.00
561.181
634.968
eft)
5.90
Mid Ordinate
th
6.69
External
114'35'30"
Degree of curve
(arc)
180°00'00"
Degree of Curve
(chord)
Bring
017'26"
W
50.00
514.284
61.7.629
046'49"
W
16.95
499.875
608.702
056'10"
W
108.70
499.996
500.002
Order Number: 13220765
For value received,
Theodore K. Thomas and Marie A.
ADA COUNTY RECORDER Christopher D. Rich AMOUNT 10.00 9
BOISE IDAHO 04/09/2013 12:29 PM
DEPUTY Victoria Bailey H 1 N 11 1 EEgg pp11{{ 66{{
RECORDED
-REQEsT OF IIIIII VIIIIIIIiIIIflIIlI�III�III��Ih �IIIl�IIfIIII III II III
RECORDED-RHQUEeT OF
TITLEONE BOISE 113037952
Warranty Deed
husband and wife
the grantor, does hereby grant, bargain, set, and convey unto
KSA Properties LLC, an Idaho Limited Liability Company
whose current address Is 3843 W. Dalsy Ctsek St. Meridian, ID 83642
the grantee, the following described preml
Lots 1, 2 and 3 in Block 1 of Sommersby I
Page(s) 12141 and 12142, records of Ada
To have and to hold the said premises, wit
And the said Grantor does hereby covens
said premises; that they are free from all a
subject and (hose made, suffered or done
righl(s) of way, protective covenants, zonk
genoral taxes and assessments, including
due and payable, and that Grantor will war
con o4 so requires, the singular gumber it
State of
in Ada County, Idaho, to wit:
Alvision No. 1, according to the plat thereof, filed in Book 97 of Plats at
ounty, Idaho.
;heir appurtenances unto the said Grantee, its heirs and assigns forever,
to and with the said Grantee, that Grantor Is the owner in fee simple of
umbrances except those to which this conveyance is expressly made
the Grantee; and subject to all existing patent reservations, easements,
ordinances, and applicable building codes, laws and regulations,
igafion and utility assessments (if any) for the current year, which are not
nt and defend the same from all lawful claims whatsoever. Whenever the
Was the plural.
as.
On this °' day of April in the year of 2013, before me, the undersigned, a Notary Public In and for said State,
personally a red Theodore K. Thomas nd Marie A. Thomas, known or identified to me to be the persons whose
naNpsp s scribed to the within instmm nt and acknowledged to me that they executed the same.
Ada County parcel
Parcel ID #: 118038270(
Property Addr: 1099 N Ligh
Meridian, ID
Property Type: Residential
Owner Information
Owner Name: Ksa Propertl
Second Owner:
Mail Addr: 3843 W Dai:
Meridian, ID
Assessor Information
Legal Desc: LOT 01 BLK
Subdivision: SOMMERSB`
Lot/Block: 1/1
Section: 11
Acres: 0.0990
Irrigation Dist: NAMPA MER
Tax Code Area: 03
Levy Rate 2011: 0.01368513
Levy Rate 2012: 0.01501672
Levy Rt Change: 9.73%
Zoning: City of Merit
Homeowner $
Exemption:
Land Information
Residential Acres: 0.099
Water Source: Public
View:
Utilities: Underground
Transfer Information
PI
LLC
Creek St
11 SOMMERSBY SUB NO 01
SUB NO 61
Alec Coldticil
aletr ciEid c"11a c 1* t
�„- #rder.,.r 31. �L...,.,, a3n` I
Treasurer Information
IRR Year: 2010 Tax: $310
Year: 2011 Tax: $278
Year: 2012 Tax: $300
Assessor Categories
Year Cat. Description Acres Value
15 2012 200 RES LOT OR TRACT 0.099 $20,000
Totals: 0.099 $20,000
rmmereial Acres:
0
Other Acres: 0 Street:
Asphalt/Concrete
Sewer:
Public
Sidewalks: Y Curbs and Gutters:
Y
Water Influence:
1
Water Frontage: 0 Corner:
N
Topography:
Level
Rec. Date: 04/09/13
Doc Num: 0113037952 Doc Type: Warranty Deed
Owner: KSA PROPERT
ES LLC Grantor: THOMAS,THEODORE K & MARIE A
)rig. Loan Amt:
VFinance
Title Cc: TITLE ONE
Type:
Loan Type: Lender:
sentry Dynamics, Inc, and its customers make no ri presentationz, wartantles or conditions, express or Implied, as to the accuracy m completeness of'dbmration mmm—d in tMs report.
Ada County Parcel
Parcel ID #: R8038270�
Property Addr: 1075 N Ligt
Meridian, II
Property Type: Residential
Owner Information
Owner Name: Ksa Propert
Second Owner:
Mail Addr: 3843 W Dai
Meridian, IC
Assessor Information
Legal Dose: LOT 02 BLK
Subdivision: SOMMERSB
Lot/Block: 2/1
Section 11
Acres: 0.0770
Irrigation Dist: NAMPA MEF
Tax Code Area: 03
Levy Rate 2011: 0.0136851-.
Levy Rate 2012: 0.0150167:
Levy Rt Change: 9.73%
Zoning: City of Meru
Homeowner
Exemption:
Land Information
Doc Num; 0113037952 I Doc Type: lWarranty Deed
Residential Acres:
0.077
Water Source:
Public
View:
$278
Utilities:
Underground
Transfer Information
PI
LLC
Creek St
3642-7969
1 SOMMERSBY SUB NO 01
SUB NO 01
N16'r<; i;fOiNYcl1
e 7148tumer serVtC2
also cAninu: v ii+ar �b ls.eve�i
'h ir} s t. t20a$ 338-4361
rIIc r. _.rar; r. iO eP.
Treasurer Information
Doc Num; 0113037952 I Doc Type: lWarranty Deed
Owner: KSA PROPERT
IRR Year: 2010 Tax:
$310
Title Co; ITITLE ONE
Year; 2011 Tax:
$278
Year: 2012 Tax:
$300
Assessor Categories
Year Cat. Description
Acres
Value
45 2012 200 RES LOT OR TRACT
0.077
$20,000
Totals:
0.077
$20,000
orlrmercial Acres: 0 Other Acres: 0 Street: Asphalt/Concrete
Sewer: Public Sidewalks: Y Curbs and Gutters: Y
Water Influence: 1 Water Frontage: 0 Corner: N
Topography: Level
Rec. Date: 04/09/13 11
Doc Num; 0113037952 I Doc Type: lWarranty Deed
Owner: KSA PROPERT
ES LLC Grantor: THOMAS,THEODORE K & MARIE A
(frig. Loan Amt:
Title Co; ITITLE ONE
Finance Type: I
I Loan Type:j Lender:
Santry Dynamics, Inc. and Its Customers make no
express or Implied, as to On, accuracy or completeness of Inrurmallon contained In this report.
Ada County Parcel
Parcel ID #: R8038270(
Property Addr: 1051 N Ligh
Meridian, ID
Property Type: Residential
Owner Information
Owner Name: Ksa Propertl
Second Owner:
Mail Addr: 3843 W Dai:
Meridian, ID
Assessor Information
Legal Desc: LOT 03 ELK
Subdivision: SOMMERSB`
Lot/Block! 3/1
Section: 11
Acres: 0.1030
Irrigation Dist: NAMPA MER
Tax Code Area: 03
Levy Rate 2011: 0.01368513
Levy Rate 2012: 0.01501672
Levy Rt Change: 9,73%
Zoning: City of Meric
Homeowner $
Exemption:
Land Information
Residential Acres: 0.103
1Nater Source: Public
View:
Utilities: Underground
Transfer Information
Q
LLC
Creek St
11 SOMMERSBY SUB NO 01
SUB NO 01
Cvslnmer Service
alncr
ALLff�� € NIC -E clnrir+I, ll3 r..ab+te Ant
I Men a ,_u:1^_, 1:+;1
Treasurer Information
IRR Year: 2010 Tax! $310
Year: 2011 Tax: $278
Year: 2012 Tax: $300
Assessor Categories
Year Cat. Description Acres Value
15 2012 200 RES LOT OR TRACT 0.103 $20,000
Totals: 0.103 $20,000
)mmercial Acres:
0
Other Acres: 0 Street:
Asphalt/Concrete
Sewer:
Public
Sidewalks: Y Curbs and Gutters:
Y
Water Influence:
1
Water Frontage: 0 Corner:
N
Topography:
Level
Rec. Date:04/09/13.
Doc Num: 0113037952 Doc Type: Warranty Deed
Owner: KSA PROPER
ES LLC Grantor: THOMAS,THEODORE K & MARIE A
Orig. Loan Amt:
Title Co: TITLE ONE
I
Finance Type:
I Loan Type: Lender:
_entry oynar�¢s, mc. a�a hs resmreers
or c.ndffi n ,express o, implied, as m the accuracy or rompleleness of Nformallon -Ml 1ed N thls report.
OPERATING AGREEMENT
F
OLID RUN CONSTRUCTION, L.L.C.
This Operating Agreement of Elk Run Construction, L.L.C., an Idaho limited
liability company organii ed pursuant to the Act is entered into and shall be effective as
of the Effective Date, by and among the Company and the Persons executing this
Operating Agreement as Members.
For purposes of this Operating Agreement (as defined below), unless the context
clearly indicates otherwise, the following terms shall have the following meanings:
1.1 Act - The Idaho Limited Liability Company Act and all amendments to the
Act,
1.2 Additional Member - A Member other than an Initial Member or a
Substitute Member who; has acquired a Membership Interest frorn the Company.
1.3 Appendix) A - Appendix A is attached hereto and shall be part of this
Operating Agreement, 11 in the event of any conflict or redundancy between the
Operating Agreement excluding Appendix A, and Appendix A, then Appendix A shall
control.
1.4 Articles 1 The Articles of Organization of the Company as properly
adopted and arnended from time to time by the Members and filed with the Secretary of
State.
1.6 Assignee] - A transferee of a Membership Interest who has not been
admitted as a Substituted Member.
1.6 Cade - The Internal Revenue Code of 1986, as amended.
1.7 Commitment - The Capital Contributions, or loans or advances, that a
Member or Assignee is'pbligated to make under this Operating Agreement,
1.8 Company - Elk Run Construction, L.L.C., a limited liability company
formed under the laws of Idaho, and any successor limited liability company.
1.9 Company, Property - Any Property owned by the Company.
1.10 Contributing Members - Those Members making contributions as a
result of the failure of a Delinquent Member to make the contributions required by the
Commitment as described in Article 3.
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1.11 Default mate - The day after the date a Member fails to perform a
Commitment.
1.12 Default Interest - Interest, compounded on the first day of each calendar
quarter occurring after a relevant Default Date, on a Delinquent Member's outstanding
Delinquent Amount at the Member interest Fate, which shall be initially determined on
such Default Date and subsequently adjusted on the first day of each calendar quarter
occurring thereafter. 1
1,13 Delinquent Amount - With respect to any Delinquent Member, the sum
of the amount of the Delinquent Contribution or unpaid Commitment, including unpaid
required advances and',ioans of such Member, pus the amount of any unpaid Default
Interest owing with respect to such Delinquent Contribution. All contributions made to
retire any Delinquent Amount shall be treated, first, as a contribution of that portion of
the Delinquent Amount!, which represents the Delinquent Contribution and then as a
payment of that portion which represents Default Interest. Any payments that are
treated as payments 'of Default Interest shall not be credited to the Delinquent
Member's Capital Account, but shall be treated as income by the Company.
1.14 Delinquent Contribution - With respect to any Delinquent Member, the
amount of any required working capital loan that is not made when due, and remains
unmade as of such time, or the amount of any other obligation, including any unpaid
loan or advance, of a Delinquent Member owed to the Company or owed on behalf of
the Company.
1.16 Delinquent Member - An Initial Member who fails to make any Capital
Contribution required pjarsuant to Article 3.1 hereof or a Member who fails to perform
such Member's Commitjnent, on or before the due date thereof.
1.16 Disposition (Dispose) - Any sale, assignment, transfer, exchange,
mortgage, pledge, grant, hypothecation, or other transfer, absolute or as security or
encumbrance (including dispositions by operation of law).
1.17 Dissoci
Member as described
1.18 Dissolut
dissolution of the Com
the contrary.
1.19 Distrib
Membership interest
1.20 Ecor
Interest Owner in
Losses, gains, dec
1.21 Ecor
not a Member.
)n - Any action which causes a Person to cease to be a
Article 12 hereof.
Event - An event, the occurrence of which will result in the
V under Article 13 unless the Members unanimously agree to
- A transfer of Property to a Member with respect to a
acribed in Article 4 or Article 13.
Interest - The rights of a Member or Assignee or Economic
3utions (liquidating or otherwise) and allocations of Profits,
3 and credits of the Company.
Interest Owner - The owner of an Economic Interest who is
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1.22 Executive',; Committee - The two (2) person Committee consisting of two
(2) Members with Management Rights, and of whom one is the Chairman of the
Committee and the Managing Member,
1.23 Initial Capital Contribution - The Capital Contribution made from the
Initial Members or by any Additional Members as described in Article 3.1 or on Exhibit
A, which is attached hereto and made part hereof.
1.24 Initial Members - Those persons identified on Exhibit A attached hereto
and made a part hereof!,by this reference who have executed the Operating Agreement.
1.25 Interest Holder- A person who has an Economic Interest, whether or not
such person is a Member.
1.26 Majority -'The affirmative vote or consent; or approval of more than one-
half (112) of the Sharing Ratios of all Members, excluding Interested Members, defined
as a "Majority" in Article;5.7 hereof.
1.27 Management Right - The right of a Member, or, in the case of an
Assignee, the rights of the assigning Member and not the Assignee, to participate in the
management of the Company, including the rights to information and to consent or
approve or vote on actions of the Company.
1.25 Managing Member - A Member selected to manage the affairs of the
Company under Article'; 6 hereof. A Managing Member may also be referred to as a
Manager.
1.29 Member-Ilnitial Member, Substituted Member or Additional Member, and,
unless the context expressly indicates to the contrary, includes Managing Members and
Assignees. j
1.30 Membership Interest - The entire rights of a Member in the Company
including the rights of a Member in Distributions (liquidating or otherwise) and
allocations of the profits, losses, gains, deductions, and credits of the Company, and
the Management Rights of a Member, In the case of an Assignee, such rights are
limited to an assigning Member's rights in their Economic Interest.
1.31 Member
Western Edition of the
1.52 Net Cash
less the portion thereo
and debt payments
contingencies, as deter
net be reduced by de
allowances.
est Rate - The prime rate of interest published in the
Street Journal.
Available - Gross cash proceeds from Company operations
used to pay or establish reserves for all Company expenses
third parties, capital improvements, replacements, and
pined by the Executive Committee. Net Cash Available shall
rreciation, amortization, cost recovery deductions, or similar
Member - Any Member who is not a Delinquent Member.
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U4 Operating Agreement - This Operating Agreement including
amendments adopted in accordance with the Operating Agreement and the Act.
1.35 Organizaion - A Person other than a natural person. Organization
includes, without limitation, corporations (both non-profit and other corporations),
partnerships (both limit�d and general), joint ventures, limited liability companies, and
unincorporated associations, but the term does not include joint tenancies and
tenancies by the entirety.
1.36 Person An individual, trust, estate, or any incorporated or
unincorporated organizotion permitted to be a member of a limited liability company
under the laws of Idaho]
1.37 Property Any property real or personal, tangible or intangible, including
money and any legal or equitable interest in such property, but excluding services and
promises to perform services in the future.
1.38 Regulations - Except where the context indicates otherwise, the
permanent, temporary,, proposed, or proposed and temporary regulations of the
Department of the Trqlasury under the Code as such regulations may be lawfully
changed from time to time.
1.39 Resignati#n - The act by which a Managing Member ceases to be a
Managing Member.
1.40 Sharing patio - With respect to any Member, the percentage as specified
on Exhibit A to this Operating Agreement,
1.41 Substitute Member - An Assignee who has been admitted to all of the
rights of membership p rsuant to the Operating Agreement.
1.42 Taxable Ylear - The taxable year of the Company as determined pursuant
to §706 of the Code.
1.43 Taxing Jtiriscliction - Any state, local, or foreign government that collects
tax, interest or penalties, however designated, on any Member's share of the income or
gain attributable to the Company.
M
2.1 Orgat
Limited liability com
2.2 Agreemen
contained and for other
which is hereby ackno
hereby agree to the ten
time to time be amend
Members that the Oper
Parties, and, except to
incorporates federal in
Regulations or is expri
Agreement shall govern
of the Act or any othe
Agreement is prohibited
considered amended to
effective under the Act,
such a way to make any
valid, such provision sh
interpretation or amendr
2.3 Name -
business of the Con
registered DBA.
2.4 Effective
the date the Articles are
ARTICLE, 2
FORMATION
)n - The Members hereby organize the Company as an Idaho
pursuant to the provisions of the Act.
. - For and in consideration of the mutual covenants herein
food and valuable consideration, the receipt and sufficiency of
viedged, the Members executing the Operating Agreement
is and conditions of the Operating Agreement, as it may from
�d according to its terms. It is the express intention of the
Ming Agreement shall be the sole source of agreement of the
.he extent a provision of the Operating Agreement expressly
:ome tax rules by reference to sections of the Code or
ssly prohibited or ineffective under the Act, the Operating
even when inconsistent with, or different than, the provisions
law or rule, To the extent any provision of the Operating
or ineffective under the Act, the Operating Agreement shall be
the smallest degree possible in order to make the agreement
In the event the Act is subsequently amended or interpreted in
provision of the Operating Agreement that was formerly invalid
all be considered to be valid from the effective date of such
name of the Company is Elk Run Construction, L.L.C. and all
r shall be conducted under that name, or an appropriately
- The Operating Agreement shall become effective as of
with the Secretary of State.
2.5 Term - The Company shall be dissolved and its affairs wound up in
accordance with the Act and the Operating Agreement on June 11, 2022, unless the
term shall be extended by amendment to the Operating Agreement and the Articles of
Organization, or unless the Company shall be sooner dissolved and its affairs wound up
in accordance with the Act or the Operating Agreement.
2.6 Registers
process and the regisi
Articles as filed in the
from time to time, than
the Secretary of State.
registered agent or ct
designate a repiacemei
appropriate filings with I
Agent and Office - The registered agent for the service of
'ed office shall be that Person and location reflected in the
flee of the Secretary of State. The Managing Member, may,
the registered agent or office through appropriate filings with
f the Managing Member shall fail to designate a replacement
nge of address of the registered office, any Member may
registered agent or file a notice of change of address through
Secretary of State.
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2.7 Principal gffice - The Principal Office of the Company shall be located at
3891 W. Daisy Creek Stl Meridian, ID 83642, and such other locations as are selected
by, the Managing Member, upon giving ten (10) days written Notice to the Members.
2.8 Authority to do Business - The Company is formed to own and operate
a construction business.; In addition, the Company may engage in any lawful business
permitted by the Act or the laws of any jurisdiction in which the Company does
business. The Company shall have the authority to do all things necessary or
convenient to accomplish its purpose and operate its business.
2.9 Limitation. on Location of Business - The Company shall not do
business outside the State of Idaho unless the Company will be afforded limited liability
under the pertinent laws in such other jurisdiction.
2.10 Names and Addresses of Members - The names and addresses of the
Members are as reflected on Exhibit A attached hereto and by this reference made a
part hereof.
3.1 Initial Cotributions - The Initial Capital Contribution of each Initial
Member is set forth on thibit A. The Member's initial Capital Account balance shall
be as set forth on Exhibit A. No interest shall accrue on any Capital Contribution and
no Member shall have the right to withdraw or be repaid any Capital Contribution except
as provided in this Operating Agreement. Each Additional Member shall make the
Capital Contributions as !shall be agreed by the Company and such Additional Member,
which shall be a Commitment.
3.2 Delinquent Amount as Recourse Debt - The Members hereby
acknowledge and agree !that any Delinquent Amount resulting from the failure to satisfy
a Commitment when and where required, shall constitute that Member's full recourse,
personal liability debt to the Company, which Commitment(s) shall also be subject to
suit for specific performance as set forth herein.
3.3 Enforcema
Delinquent Member, the
the failure to meet such
fails to perform the Co
comply with the Commis
notice, the Nondelinque
advance to the Compai
Members shall also be e
as a loan from the Cor
Intetest from the Default
Membership Interest in
Members shall be paid I
have been entitled as t
nt of Commitments- In the event any Member becomes a
Managing Member shall give the Delinquent Member notice of
Delinquent Member's Commitment. If the Delinquent Member
nmitment (including any costs associated with the failure to
vent and Default Interest) within ten (10) days of the giving of
7t Members may elect, but shall not be obligated, to lend or
y, the amount of the unpaid Commitment, The Contributing
ntitled to treat the amounts contributed pursuant to this section
Abuting Members to the Delinquent Member bearing Default
Date, as adjusted below, secured by the Delinquent Member's
the Company. Until they are fully repaid, the Contributing
to rata all Distributions to which the Delinquent Member would
ayments under said loan. Notwithstanding the foregoing, no
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Commitment may be enforced by a creditor of the company unless the Member
expressly consents to such enforcement or to the assignment of the obligation to such
creditor, The Member Interest Rate shall be adjusted, based on the amount of time
from the Default Date to the date a Default is cured as follows.
i
Period from Rate of
Default Date Interest Charged
1 - 30 daysr Member Interest Rate
31 - 60 day6 Member Interest Rate + 2%
over 66 days Member Interest Rate + 4%
Provided that in no event shall the total interest charged exceed the maximum interest
allowed by applicable laud. The Member's Commitment as set forth herein and in the
Member's signed Promi0sory Note to the Company shall be subject to suit for specific
performance, and the Company shall be entitled to an award of reasonable attorney's
fees for any such suit in any court, appellate court, or bankruptcy court.
3.4 Maintenance of Capital Accounts - The Company shall establish and
maintain Capital Accounts for each Interest Holder as more fully set forth in Appendix
A,
3.5 Loans.
3.5.1 From' members - Any Member may, with the approval of a Majority
of the Members, lend or advance money to the Company. If any Member shall
make any loan or loans to the Company or advance money on its behalf, the
amount of any suufih loan or advance shall not be treated as a contribution to the
capital of the Cornpany but shall be a debt due from the Company. The amount
of any such loan or advance by a lending Member shall be repayable out of the
Company's cash'',, and shall bear interest at the rate agreed between the
Company and the', lending Member, None of the Members shall be obligated to
make any loan or advance to the Company.
3.5.2 From Third parties - The Company may obtain loans from third
parties upon the consent of a Majority of the Members.
3.5.3 Repayment of Loans - The Company shall not repay any loans
made by the Members or make any Distributions to the Members except as
hereinafter provided. Before any portion of such loans are repaid or any other
Distributions are rrwade to the Members, all expenses of operation shall be paid,
all amounts currently due at such time on outstanding loans from Persons other
than Members shall be paid, and adequate provision shall be made for the
working capital requirements of the Company, including adequate reserves for
maintenance, management, promotion, and tax expenses. Loans shall be
repaid in accord with the terms and conditions of the loan agreement from Net
Cash Available. All other Distributions shall be made to the Members in
proportion to theirl5haring 'Ratios.
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a � e
NWID 01011011
. r
4.1 Allocations of Profits and Losses from Operations - Except as may be
required by §704{c} of the Code, Profits, tosses, and other items of income, gain, loss,
deduction, and credit shall be apportioned among the Interest Holders as follows:
I
4.1.1 Allocation of Profits - After giving effect to the special allocation
and limitations set forth in Appendix A, if any, Profits for any Taxable Year shall
be allocated among the Interest Holders in proportion to their Sharing Ratios.
4.1.2 Allocation of Losses - After giving effect to the special allocations
and limitations set forth in Appendix A, if any, Losses for any Taxable Year shall
be allocated among the Interest Holders in proportion to their Sharing Ratios.
4.2 Distributions'of Net Gash Available - Distributions of Net Cash Available
shall be made to the ,Members when the accounting reports of the Company, as
provided in Article 7.2, Aare furnished to the Members, but no less frequently than
annually. Distributions- of Net Gash Available may be made over a shorter period of
time in the discretion of the Members. Distributions of Net Cash Available shall be
made in the following order and priority:
4.2.1 First, to pay Member loans as provided in Article 3.5.3; and then
4.2.2 Second, the balance, if any, to the Members in proportion to their
Sharing Ratios.
4.2.3 The ;determination as to the amount of Net Cash Available for
distribution shall be made by vote of the majority of the Members.
5.1 Voting Right
vote on any matter subr
to vote on any matters
Member or a Substitute
to the selection of the M
as full voting Members.
5.2 Acts Requ
Operating Agreement,
the Company and its
authorized only by the
Assignee, or through
scope of its authority.
- All Members who have not Dissociated shall be entitled to
Red to a vote of the Members. Assignees shall not be entitled
however, Assignees who are family devisees of an original
lember who had voting rights, shall be entitled to vote only as
tubers of the Executive Committee, unless otherwise admitted
I a Majority Vote - Except as otherwise provided in this
determinations, decisions, approvals, and actions affecting
iness and affairs shall be determined, made, approved, or
rotative vote of a Majority vote of the Members, excluding any
authorization of the Executive Committee, acting within the
5.3 liability of Members - No person solely by virtue of his/her/its Member
status shall be liable as such for the liabilities of the Company, The failure of the
Company to observe aty formalities or requirements relating to the exercise of its
powers or management , f its business or affairs under this Operating Agreement or the
Act shall not be grounds tor imposing personal liability on the Members or Managers for
liabilities of the Company.
.4 Indemnifications - The Company, its receiver or trustee shall indemnify,
save harmless, and pay all judgments and claims against each Member, Managing
Member, and agent for all costs, losses, liabilities, and damages paid or accrued by
such Member, Managing Member or agent by reason of any act performed or omitted
to be performed by such'Member or Managing Member in connection with the business
of the Company to thefullest extent provided or allowed by the laws of the State,
including attorney fees and costs incurred by such Member or Managing Member.
However, no Member or Managing Member shall be indemnified from any liability for
fraud, bad faith, willful Misconduct, or gross negligence. Each Member shall have the
right of contribution from the other Members for any amounts paid or advanced,
including payments by a guarantor who is an affiliate of such Member, in excess of
such Members pro rata; share based on the Members Sharing Ratios, together with
interest on money advanced at the Member Interest Rate,
5.5 Representations and Warranties - Each Member hereby represents and
warrants to the Company' and each other Member that: (a) that the Member is acquiring
an interest in the Company for the Member's own account as an investment and without
an intent to distribute the interest; and (b) the Member acknowledges that the interests
have not been registered under the Securities Act of 1933 or any state securities laws,
and may not be resold or transferred by the Member without appropriate registration or
the availability of an exemption from such requirements.
5.6.1 A Me'mber, including a Managing Member, shall not be entitled to
enter into transactions that may be considered to be competitive with, or a
business opportunity that maybe beneficial to, the Company, it being expressly
understood that some of the Members may enter into transactions that are
similar to the tranaaetions into which the Company may enter, Notwithstanding
the foregoing, Members shall account to the Company and hold as trustee for It
any property, profit, or benefit derived by the Member, without the consent of the
other Members, in the conduct or winding up of the Company business or from a
use or appropriation by the Member of Company Property including information
developed exclusively, for the Company and opportunities expressly offered to
the Company.
5.6.2 A Mejnber, including a Managing Member does riot violate a duty or
obligation to the Company merely because the Member's conduct furthers the
Member's own interest. A Member may lend money to and transact other
business with the !Company. The rights and obligations of a Member who lends
money to or transacts business with the Company are the same as those of a
l
pet -son who is not Member, subject to other applicable law and this Agreement.
No transaction wish the Company shall be void able solely because a Member
has, a direct or ind'rect interest in the transaction if either the transaction is fair to
the Company or the disinterested Managing Member or disinterested Members;
in either case, knowing the material facts of the transaction and the Member's
interest, authorize approve, or ratify the transaction.
5.6.3 Tothe extent otherwise consistent with this Agreement, the
Members, may, wcth prior disclosure to the other Members, deal with the
Company, and wil�h its affiliates, either directly or through a Member's affiliates,
officers, employees, and agents in providing necessary services or goods to the
Company (provided the cost of such goods or services is equal to or less than
the; cost of obtaining such goods or services from third parties) and neither the
Company nor any of the Members shall have any right by virtue of this
Agreement, to participate in or to claim any interest in the income or profits
derived therefrom.)
61 Members' Standard of Care - A Member's duty of care in the discharge
of the Member's duties to the Company and the other Members is to refrain from
negligent conduct, violation of the terms of this Agreement, or violation of law. In
discharging its duties, a Member shall be fully protected in relying in good faith upon the
records required to be maintained under Article 7 and upon such information, opinions,
reports, or statements by any of its other Members, or agents, or by any other Person,
as to matters the Member reasonably believes are within such other person's
professional or expert ccrnpetence and who has been selected with reasonable care by
or on behalf of the Company, including information, opinions, reports, or statements as
to the value, and amount of the assets, liabilities, profits, or losses of the Company or
any other facts pertinent to the existence and amount of assets from which distributions
to Members might propetly be paid.
5.8 Majority -'Whenever any matter is required or allowed to be approved by
a Majority of the Members or a Majority of the remaining Members under the Act or the
Operating Agreement, such matter shall be considered approved or consented to upon
the receipt of the affirmative approval or consent, either in writing or at a meeting of the
Members, of Members (raving Sharing Ratios in excess of one-half of the Sharing
Ratios of all the Members entitled to vote on a particular matter excluding Interested
Members. For this purpose, the Sharing Ratios of all Members shall be considered in
determining whether a Majority have voted in favor of an action, irrespective of whether
or not a Member participates in such vote. Assignees and, in the case of approvals to
withdrawal where consent of the remaining Members is required, Dissociating Members
shall not be considered' Members entitled to vote for the purpose of determining a
Majority. In the case of a Member who has disposed of that Member's entire
Membership Interest to in Assignee, but has not been Dissociated as a Member, the
Sharing Ratio of such A�sighee shall be considered in determining a Majority and such
Member's vote or consertt shall be determined by such Sharing Ratio.
5.9 Leasing Beyond Term of Company - The Company shall have the power to
lease to others all or portions of the Real Property notwithstanding that the term of such
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leases may extend beyond the term of this Company. The Managing Member shall
have full authority to ehter into, amend, and terminate leases in the name of the
Company and for its account.
ARTICLE 6
MANAGING MEMBER
6.1 Original Managing Member - Subject to the limitations and restrictions set
forth in this Operating agreement, the Managing Member shall have the sole and
exclusive right and powef to manage the business of the Company, and to do all things
necessary or convenient to carry out the business and affairs of the Company, and
shall have all of the rights and powers that may be possessed by Managing Members
under the Act, includingl without limitation those rights and powers described in this
Article 6. The initial Manoging Member shall be: Timothy J. Kelly.
6.2 Term of Office as Managing Member - No Managing Member shall have
any contract right to such position, Each Managing Member shall serve until the
earliest of.
6.2.1 the Dissociation of such Managing Member;
6.2.2 removal of the Managing Member; or
6.2.3 the voluntary withdrawal of a Managing Member;
6.2.4 the election of a new Managing Member by the Membership.
6.3 Authority of Members to Bind the Company - The Members hereby agree
that only the Managing Member and authorized agents of the Company shall have the
authority to manage the; Company, make representations or warranties, or enter into
contracts on behalf of th¢ Company (Le., Bind the Company). No Member other than a
Managing Member shall ;take any action as a Member to bind the Company, and each
Member shall indemnify'land save the Company harmless for any costs or damages
incurred by the Compar',ry as a result of the unauthorized action of such Member.
Subject to the terms of this Operating Agreement, the Managing Member has the power
and the right, on behalf lof the Company, to do all things necessary or convenient to
carry out the business and affairs of the Company under the Act, including, without
limitation, the right and ppwer to:
6.3.1 Acquire by purchase, lease, or otherwise any real or personal
property which ',may, be necessary, convenient, or incidental to the
accomplishment of the purposes of the Company;
6.3.2 Operate, maintain, finance, improve, construct, own, grant options
with respect to, sell, convey, assign, mortgage, and lease any real estate and
any personal property necessary, convenient, or incidental to the
accomplishment of the purposes of the Company;
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6.3.3 Execute any and all agreements, contracts, documents,
certifications, and instruments necessary or convenient in connection with the
management, maintenance, and operation of Company Property, or in
connection with managing the affairs of the Company, including executing
amendments to the Operating Agreement in accordance with the terms of the
Operating Agreement, both as Managing Member and, if required, as attorney-
in-fact for the Members pursuant to any power of attorney granted by the
Members to the Managing Member;
6.3.4 Borrow money and issue evidences of indebtedness necessary,
convenient, or incidental to the accomplishment of the purposes of the
Company, and secure the same by mortgage, pledge, or other lien on any
Company Property;
6.3.5 Execute, in furtherance of any or all of the purposes of the
Company, any deed, tease, mortgage, deed of trust, mortgage note, promissory
note, bili of sale, contract; or other instrument purporting to convey or encumber
any or all of the Company Property;
6.3.6 Prepay in whole or in part, refinance, recast, increase, modify, or
extend any liabilities affecting the Company Property and in connection therewith
execute any extensions or renewals of encumbrances on any or all of the
Company Property;
6.3.7 Care', for and distribute funds to the Members by way of cash,
income, return of (capital, or otherwise, all in accordance with the provisions of
this Operating Agreement, and perform all matters in furtherance of the
objectives of the Company or this Operating Agreement;
6.3.6 Controct on behalf of the Company for the employment and services
of employees andlor independent contractors, such as lawyers and accountants,
and delegate to sr!ich Persons the duty to manage or supervise any of the assets
or operations of the Company;
6.3.9 Engage in any kind of activity and perform and carry out contracts of
any kind (includin'g contracts of insurance covering risks to Company Property
and Company and Member liability) necessary or incidental to, or in connection
with, the accomplishment of the purposes of the Company, as may be lawfully
carried on or performed by a limited liability company under the laws of each
state in which the Company is then formed or qualified;
6.3.14 Take, or refrain from taking, actions not expressly proscribed or
limited by this Operating Agreement, as may be necessary or appropriate to
accomplish the purposes of the Company; and
6..3.11 Institute, prosecute, defend, settle, compromise, and dismiss
lawsuits or other judicial or administrative proceedings brought on or in behalf of,
or against, the Company or the Members in connection with activities arising out
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of, connected with, or incidental to this Operating Agreement, and to engage
counsel or others In connection therewith.
6.3.12 All Of the foregoing power and authority is subject to the express
limitation that the !powers hereinabove described shall be limited to those items
and amounts expressly approved by the Membership in the Annual Budget, and
may extend to any,, non -budgeted item not to exceed a value of $300,000.00.
6.4 Right to Rely on Managing Members - Any Person dealing with the
Company may rely (without duty of further inquiry) upon a certificate signed by any
Managing Member as to:![
6.4.1 The identity of any Member;
6*2 The existence or nonexistence of any fact or facts which constitute a
condition precedent to ants by a Managing Member or which are in any other
manner ger niane to the affairs of the Company;
6.4.3 The Persons who are authorized to execute and deliver any
instrument or document of the Company, or
6.4.4 Any fact or failure to act by the Company or any other matter
whatsoever involving the !Company or any Member.
6.5 Restrictions on Authority of Managing Member - The Managing
Me=mber shall not have the authority to, and covenants and agrees that they shall not,
do any of the following a6ts without a unanimous majority vote of the Members:
6,51 Cause: or permit the Company to engage in any activity that is not
consistent with the purposes of the Company as set forth in Article 2 hereof;
6.5.2 Knowingly do any act in contravention of this Operating Agreement;
6.5.3 Knowingly do any act which would make it impossible to carry on the
ordinary business of the Company, except as otherwise provided in this
Operating Agreement;
6.5.4 Possess Company Property, or assign rights in specific Company
Property, for other; than a Company purpose;
6.5.5 Knowingly perform any act that would subject any Member to
personal liability irk any jurisdiction.
6.5.6 Enter !into any agreement for the sale of all, or substantially all of the
Company Property.
-13-
6.6.1 The
business and ope
or any affiliates, it
not allowing fund;
funds or other a
Member or any
Company separa
Member and thr
formalities, inclui
meetings and a
authorization of tt-
assets of the Cor
dealings with thin
entity.
6.6,2 TI
necessary or apt
as a limited liar
which such exisl
or to enable the
for the accompl
development, rrr
accordance with
and regulations.
ylanaging Member shall cause the Company to conduct its
rtions separate and apart from that of any Managing Member
luding, without limitation, ('r) segregating Company assets and
or other assets of the Company to be commingled with the
sets of, held by, or registered in the name of, Managing
filiates, (ii) maintaining books and financial records of the
from the books and financial records of any Managing
affiliates, and observing all Company procedures and
ng, without limitation, maintaining minutes of Company
Ing on behalf of the Company only pursuant to due
Members, (iii) causing the Company to pay its liabilities from
Dany, and (iv) causing the Managing Member to conduct its
oarties in his own name and as a separate and independent
Managing Member shall take all actions which may be
mate (t) for the continuation of the Company's valid existence
Company under the Act and of each other jurisdiction in
;e is necessary to protect the limited liability of the Members
npany to conduct the business in which it is engaged, and (ii)
nent of the Company's purposes, including the acquisition,
enance, preservation, and operation of Company Property in
provisions of this Operating Agreement and applicable laws
6.6.3 The Managing Member's duty of care in the discharge of their duties
to the Company and the other Members is to refrain from negligent conduct,
violation of the terms of this Agreement, or violation of law.
6.6.4 The Managing Member shall cause to be provided, or cause the
Company to carry; such Insurance as is customary in the business in which the
Company is engaged and, in the places in which it is so engaged.
6.7 Compensation of Managing Member - Except as expressly provided
for in this Operating ;Agreement, no Managing Member shall be entitled to
compensation for services rendered to or on behalf of the Company.
6.8.1 Managing Member - Except as provided in this Article 6, no Person
shall be admittedlto the Company as a member or Managing Member without
the unanimous vote of the Members.
-14-
6.8..1 A Managing Member shall cease to be a Managing
Member upon the first to occur of (i) the Bankruptcy of such Member, (ii)
the involuntary transfer by operation of law of such Member's interest in
the Company, (iii), the unanimous vote of the remaining Members to
approve a request by such Member to retire, or (iv) the vote of a Majority
of the Members to remove such Member after such Member has
attempted to make a transfer of his Membership Interest that is not
permitted by Article 10 hereof, committed a material breach of this
Operating Agreement or its representations and warranties hereunder, or
committed (any other act or suffered any other condition that would justify
a decree of dissolution of the Company under the Act. In the event a
Person ceases to be a Member without having transferred his entire
Membership Interest, such Person shall be treated as an Assignee as a
result of anunpermitted transfer of a Membership Interest.
If a ;Managing Member ceases to be a Member for any reason
hereunder,; such Person shall not be discharged from any debts and
obligations ;such Managing Member may have had to or on behalf of the
Company existing at the time such Person ceases to be a Managing
Member, regardless of whether, at such time, such debts or liabilities were
known or unknown, actual or contingent. A Person shall not be liable as a
Managing Member for Company debts and an obligation arising after such
person ceases to be a Member or Managing Member. Any debts,
obligations,' or liabilities in damages to the Company of any Person who
ceases to be a Managing Member shall be collectible by any legal means
and the Company is authorized, in addition to any other remedies at law
or in equity, to apply any amounts otherwise distributable or payable by
the Company to such Person to satisfy such debts, obligations, or
liabilities.
6.842 it is the intention of the Members that the Company not
dissolve asa result of the cessation of any Managing Member's status as
a Manapind Member.
6.8,3 Election of Now Managing Members -'the Company shall have a
Managing Member. The Membership shall select the Managing Member by a
unanimous majority vote.
ARTICLE 7
ACCOUNTING AND RECORD
7.1 Rooks and Records - The Company shall keep adequate books and
records at its principal place of business, setting forth a true and accurate account of all
business transactions arising out of and in connection with the conduct of the
Company. Any Mernbef or his designated representative shall have the right, at any
reasonable time, to have access to and inspect and copy the contents of such book or
records. Such Member', or designated representative shall pay to the Company the
reasonable costs of inspection and obtaining copies of such books or records.
-15-
7.2 Accounting and Records - Within ninety (90) days after the end of each
fiscal year, the Managing Member shall cause the Company to furnish to the Members
financial statements of t1je Company containing such information as determined by the
Members to include a balance sheet, profit and loss statement, and cash flow analysis
for the year just expired.; When the Members determine it to be appropriate, the books
and records of account and the year-end financial statements shall be reviewed as of
the close of each fiscal year by a firm of independent certified public accountants
approved by the Members, who shall prepare financial statements in accordance with
generally accepted accounting principles.
7.3 Tax Returhs - Such accountant or firm of accountants as may be
approved by the Managihg Member shall prepare the Company's federal and state tax
returns, The Managing Member agrees to use its best efforts to cause said returns to
be furnished to the Members on or before April 1 of each calendar year. For purposes
of this Article 7, the fiscal' year shall be the calendar year,
7.4 Accounts L The Managing Member shall maintain a record of Capital
Accounts for each Membier in accordance with Article 3.4.
7,6 Elections
federal, state, and loc,c
permitted by applicable
Code Sections 754, 734
in connection with transf
to extend the statute of
with respect to adjustme
to the extent provided in
and Members before tax
affecting the Company E
returns and to execute a
tax matters, including e
respect to such tax m
Members.
7.6 Taxes of
acknowledges that Idah
Member's Membership
submit to an agreemei
payments to Idaho for it
and penalties assessed
an agreement or fails to
Company shall withhold
determined under the la,
made to Idaho with resp
for purposes of Article 4
the rules of any Taxing ,
reflecting the income of I
all of the members on
The Managing Member may make any and all elections for
tax purposes including, without limitation, any election, if
aw: (i) to adjust the basis of Company Property pursuant to
b), and 743(b), or comparable provisions of state or local law,
ws of interests in the Company and Company distributions; (ii)
mitations for assessment of tax deficiencies against Members
its to the Company's federal, state, or local tax returns; and (iii)
Code Sections 6221 through 6231, to represent the Company
ng authorities or courts of competent jurisdiction in tax matters
,id Members in their capacity as Members, and to file any tax
ry agreements or other documents relating to or affecting such
Ireements, or other documents that bind the Members with
fitters or otherwise affect the rights of the Company and
Taxing Jurisdictions - Each non -Idaho resident Member
) claims taxing jurisdiction over such Members through such
nterest in the Company. Such non-resident Members shall
it indicating that the Member will make timely income tax
come taxes attributable to the Member's income, and interest,
)y Idaho on such income. If the Member fails to provide such
)erform under such agreement, or if the Member so elects, the
and pay over to Idaho the amount of tax, penalty and interest
vs of Idaho with respect to such income. Any such payments
pct to the income of a Member shall be treated as a distribution
In addition, the Managing Members may, where permitted by
urisdiction, file a composite, combined or aggregate tax return
ie Company and pay the tax, interest and penalties of some or
such, income to the Taxing Jurisdiction, in which case the
-16-
Company shall inform the Members of the amount of such tax interest and penalties so
paid.
ARTICLE 8
AMENDMENT, MEETINGS
8.1 Operating Agreement.May Be Modified - The Operating Agreement may
be amended or modified from time to time only by a written instrument adopted and
executed by a majority vote of the Members, excluding Assignees.
8.2 Meetings of the Members.
8.2.1 Meetings of the Members may be called by the Managing Member
or may be called !upon the written request of Members holding twenty percent
(20%) or more of the Membership Interests. The call shall state the nature of the
business to be transacted. Except as provided in Article 8.3, notice of any such
meeting shall be iven to all Members not less than ten (10) business days nor
more than thirty ( 0} days prior to the date of such meeting. Members may vote
in person or by prxy at such meeting. Whenever the vote or consent of Member
is permitted or required under the Agreement, such vote or consent may be
given at a meeting of Members or may be given in accordance with the
procedure prescribed in Section 8.3 hereof. Except as otherwise expressly
provided in the Agreement, the vote of a Majority of the Members shall control.
8.2.2 For the purpose of determining the Members entitled to vote on, or
to vote at, any meeting of the Members or any adjournment thereof, the
Managing Members or the Members requesting such meeting may fix, in
advance, a date as the record date for any such determination. Such date shall
not be more than thirty (30) days or less than ten (10) business days before any
such meeting.
8.2.3 Each'Member may authorize any Person or Persons to act for him
by proxy on all matters in which a Member is entitled to participate, including
waiving notice of any meeting, or voting or participating at a meeting. Every
proxy must be signed by the Member or his attorney-in-fact. No proxy shall be
valid after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the Member executing it.
8.2.4 Each; meeting of Members shall be conducted by the Managing
Member or such 61her Person as the Managing Member may appoint pursuant to
such rules for the ponduct of the meeting as the Managing Member or such other
Person deems appropriate.
8.3 Unanimous Consent - The Company may take any action contemplated
under this Agreement ifsapproved by a 213 majority of the Members acting without a
meeting, such consent to be provided in writing or by telephone or facsimile, if such
telephone conversation or facsimile is followed by a hard copy of the telephone
17-
conversation or facsimile communication sent by registered or certified mail, postage
and charges prepaid, adressed as described in Section 2.10, or to such other address
as such Person may fro time to time specify by notice to the Members.
9.1 Right to
Members determine tha
arising in the ordinary
collectively are either un
in that event, the Memb
right to sell an equity p
Members. The terms of
shall use their best effor
manner that avoids or m
9.2 Sale to be
an equity position as ss
relinquish a pro rata sha
example, if the Membe
Company, then in that e
twenty percent (20%).
9,3 First Rlgl
position is to be offered
or group of Members,
Membership Interest.
10.'1.1 No
the Company wit
consent will not t
wll - If at any time during the term of this Company the
additional funds are required to pay the costs and expenses
course of business of the Company, and the Members
ble or unwilling to make loans as provided in Article 3.5, then
rs (if the Members agree by 2/3 majority vote) shall have the
sition in the Company to a third party to be selected by the
;uch sale shall be determined by the Members. The Members
to structure the sale of an equity position to a third party in a
timizes any tax liability which may result to the Members.
Iro Rata Shares - In the event that the Members elect to sell
forth above, then each of the Members shall be required to
of'its'respective Membership Interest as part of the sale. For
elect to sell a twenty percent (20%) equity interest in the
.nt, each Member's Membership Interest would be reduced by
of Refusal - Notwithstanding the foregoing, if an equity
a third party the existing Members, or any individual Member
all have the first right to acquire, on a pro rata basis, such
ember may sell, assign or pledge his Membership Interest in
'Lit the consent, by majority vote of the other Members, which
unreasonably withheld or delayed.
10.1.2 Notwithstanding the provisions of Article 10.1.1, the Members shall
each have the right to transfer their Membership Interest to another entity which
is an affiliate of the Member, subject to the prior approval of the other Member
which is not to be unreasonably withheld or delayed.
10.2 Successio
incapacity of any of the
Members.
r In the event of the dissolution, withdrawal, bankruptcy, or
Members, the business may be continued by the remaining
I".
10.3.1 Should a Member (the "Selling Member") desire to dispose of its
Membership Interest to a third party on the terms specified in a written offer from
a third party, such Selling Member shall first offer the same to the other
Members by written notice specifying the name of the purchaser, the purchaser's
financial and business standing, the price and terms of payment which must
include a ten perdent (10%) deposit with an escrow holder, and all other terms,
covenants, conditions, and details of the offer. The third party offer shall provide
that the ten percent (10%) deposit is applicable towards the purchase price but
otherwise non-refundable to the offering third party except for contingencies for
such third party's due diligence and for termination of its offer due to purchase by
a Member, or group of Members, pro rata, pursuant to this right of refusal.
10.3.2 Following receipt of the written notice, the other Members, or any
one or a group of them (pro rata) may elect to purchase the Selling Member's
Membership Interest at the same price and upon the same terms, covenants,
and conditions, by notice to the Selling Member delivered on or before thirty (30)
days after receipt of the Selling Member's notice; provided, however, that
notwithstanding tY�e terms of such offer the Purchasing Member shall have thirty
(30) days from its. election to purchase to make the ten percent (10%) deposit
and an additional thirty(30) days after that to close (Le_ the Purchasing
Mernber(s) shall have ninety (90) days from receipt of the offer to close its
purchase).
10.3.3 If the other Members do not exercise the right to purchase as
aforesaid, the Selling Member may sell or transfer his Membership Interest, but
only to the purchaser specified in the offer, and only for the price and on the
other terms, covenants and conditions set forth in the notice to the other
Member. The purchaser shall thereupon be required to assume and be bound
by all the terms;, covenants, conditions, and provisions of this Operating
Agreement for which the Selling Member was obligated by an instrument in
writing delivered to the Company and other Member, and, unless the
requirements of Article 10.7 are satisfied, the purchaser shall be an Assignee. In
the event the third party purchaser defaults in his obligation to consummate the
purchase transaction, the ten percent (10%) deposit shall be paid from the
escrow holder pro!, rata to each of the Members.
10.4 Interest of Member -Any Member may have a director indirect interest
in any offer submitted for the purchase of the Membership Interest of a Member or the
Project provided that it discloses the extent of its interest, direct or indirect to the other
Member.
10.5 Prohibited, Dispositions - Any purported Disposition of Membership
Interests that is not in accordance with this Operating Agreement shall be null and void
and of no force or effect whatever; provided that, if the Company is required to
recognize such a Disposition (or if the Company, in its sole discretion, elects to
recognize such a Disposition), the Membership Interest disposed of shall be strictly
-19-
limited to the transferor's Economic Interest as provided by this Operating Agreement
with respect to the transferred Membership Interests, which Economic Interest may be
applied (without limiting any other legal or equitable rights of the Company) to satisfy
any debts, obligations, of liabilities for damages that the transferor or Assignee of such
Membership Interests may have to the Company, in the case of a Disposition or
attempted Disposition of Membership Interests that is not in accordance with this
Operating Agreement, the parties engaging or attempting to engage in such Disposition
shall be liable to indemnify and "hold harmless the Company and the other Members
from all cost, liability, acid damage that any of such indemnified persons may incur
(including, without limitatjon, incremental tax liability and lawyers' fees and expenses in
any court, appellate court, or bankruptcy court) as a result of such Disposition or
attempted Disposition and efforts to enforce the indemnity granted hereby.
10.6 Rights of
Membership Interests b
Article 10.7 hereof shall
Disposed of Membershi
shall have no right to an
not be entitled to inspec
of the rights of a Membe
10.7 Admission
of this Article 10, an A
Company as a Substitui
below in this Article 10.7.
ffilauffm
10.7,2 The
Member and ext
Members may res
the Articles) as m
Member in the C
terms and conditi(
10.7.3 TI-
legal,
Flegal, filing, and I
admission of the
Interests;
10.7.4 Th
counsel for the
representations a
in Article 5.5 her€
10.7.5 if
provides the Co
nadmitted Assignees - A Person who acquires one or more
t who is not admitted as a Substituted Member pursuant to
)e entitled only to the Economic Interest with respect to such
Interests in accordance with this Operating Agreement, and
information or accounting of the affairs of the Company, shall
the books or records of the Company, and shall not have any
under the. Act or this Operating Agreement.
of Assignees as Members - Subject to the other provisions
signee of any Membership Interest may be admitted to the
A Member only upon satisfaction of the conditions set forth
213 majority vote consenting to such admission;
;signee becomes a party to this Operating Agreement as a
tes such documents and instruments as the Managing
nabiy request (including, without limitation, amendments to
be necessary or appropriate to confirm such Assignee as a
p'any and such Assignee's agreement to be bound by the
hereof;
e pays or reimburses the Company for all reasonable
costs that the Company incurs in connection with the
Member with respect to the Disposed of Membership
Assignee provides the Company with evidence satisfactory to
Company that such Assignee has made each of the
d undertaken each of the warranties applicable to it described
Assignee is not an individual of legal majority, the Assignee
ny with evidence satisfactory to counsel for the Company of
the authority of the Assignee to become a Member and to be bound by the terms
and conditions of this Operating Agreement; and
10.8 Admission; of Additional Members - Subject to the other provisions of
this Article 10, Additionlal Members may be admitted to the Company only upon
satisfaction of the pertinent conditions set forth in Article 10,7 hereof, and the
unanimous vote of the voting Members.
10.9 Rights of Heirs as Assignees - Assignees who are heirs and family
members of Members who acquire the Member's interest by devise upon the death of a
Member shall be subject Io the following provisions:
10.9.1 The 'Assignee Heir or Heirs may be admitted as a single unit as a
Substitute Member in accordance with the provisions of this Article 10; or
10.9.2 The Assignees Heir may hold the economic interest of the Member
as an Assignee, and shall not be entitled to any voting rights, except the right to
vote as to the selection of the Managing Member; or
10.9.3 At any time within 12 months of the death of a Member, the
remaining Members may, by majority vote, exercise a unilateral right to redeem
the Member's interest, and the Assignee Heir or Heirs must sell the Members
interest in accordance with the provisions of Article 12.3 herein. Alternatively, at
any time within 12 months of the death of a Member, the Member's Assignee
Heir or Heirs may',request that the Company redeem the Member's Interest, and
the Company shall be obligated to redeem the Member's Interest in accordance
with the provisions, of Article 12.3 herein.
10.9.4 If at any time during the 12 month period following the death of a
Member any event occurs which shall increase or decrease the value of a
Members Interest', by more than 50%, then in that event if the Company has
chosen to redeem an Assignee Heir or Heir's interest, and has begun the
redemption pursuant to Article 12.3, then the value of the interest being
redeemed shall be adjusted to reflect the increase or decrease in the value of
the deceased Member's Interest, and the remaining payments shall be prorated
according to said; increase or decrease the same as if the deceased Member
were stili an active;, Member of the Company.
ARTICLE 11
BANKRUPTCY OF A MEMBER
11A Events of Default - In the event that any of the following events shall
occur with respect to any of the Members and not be cured within the time limits
specified, that Member ',shall be deemed in default under this Agreement: i) if that
Member obtains or becomes subject to an order for relief under the Bankruptcy Code,
ii) obtains or becomes subject to an order or decree of insolvency under state law, iii)
makes an assignment for the benefit of creditors, or iv) consents to or suffers a
-21-
charging order against its Membership Interest that is not released or satisfied within
thirty (30) days.
11.2 Conversion of Interest - In the event of the retirement, removal of any of
the Members by legal means, or dissolution of a Managing Member, the Membership
Interest of that Managing Member in the Company shall be converted as provided in
Article 11.3.
11.3 Member Becomes Assignee - if an event of default, as described in
Section 11.1 occurs and is not cured within sixty (60) days from the date of the event of
default or if an event referred to in Article 11.2 shall occur, the Membership Interest of
that Member shall be automatically converted to that of an Assignee, and the Assignee
shall only have an Economic Interest in the Company.
ARTICLE 12
DISSOCIATION OF A MEMBER
12.1 Dissociation - A Person shall cease to be a Member upon the happening
of any of the following events:
12.1.1 Thelvoluntary withdrawal of a Member with the 213 majority vote
consent of the remaining Members by giving thirty (30) days notice to the
Managing Member.
12,1.2 The',Member ceases to be a Member of the Company due to the
assignment of all Iof such Member's Membership Interest in the Company and
the Assignee has become a Substitute Member.
12.1.3 The Member, is removed as a Member by the 2/3 majority vote of
the Members.
12.1.4 The Member's death.
12.1.5 Tho entry of an order by a court of competent jurisdiction
adjudicating the Member incompetent to manage his or her person or estate.
s
12.2 Rights of
prior to the expiration of
12.2,1 If tl
Company under
winding up of the
any Distributions
reduced by the d
Dissolution cause
to fulfill the Member's Commitments as contained in this
or any other Commitments to the Company.
sociating Member - in the event any Member dissociates
Term of the Company:
e Dissociation causes a dissolution and winding up of the
krticle 13, the Member shall be entitled to participate in the
Arnpany to the same extent as any other Member except that
to which the Member would have been entitled shall be
mages or costs sustained by the Company as a result of the
by the Dissociation and winding up.
-22-
12.2.2 If the Dissociation does not cause a dissolution and winding up of
the Company under Article 13, then unless the event of Dissociation is a
Permitted Disposition approved under Article 10, the Dissociation shall be
treated under Article 12.3.
12.3 Redemption of Membership Interest - If a Member becomes
Dissociated, and this Article 12.3, applies, the Company shall redeem the Member's
Membership Interest undler the terms and conditions contained in this Article 12.3.
l
12.3.1 Redemption Price - The price the Company shall pay for the
Membership Interest of a Retiring Member shall be the Redemption Price which
shall be determined in the manner set forth in Article 12.3.3.
12.3.2 Closing Date; Payment of the Redemption Price - The closing
of the redemption; of the Members Membership Interest shall occur on a date
and time mutuallyi convenient to the parties; provided that the closing date shall
occur no later than the thirtieth (30th) day following the day that the notice of the
retirement of the Member's Membership Interest is given, by the Company,
which in no event shall be greater than 90 days from the event causing the
retirement of the Member from the Company.
The Redemption Price for the Retiring Member's interest shall be paid in
installments ("installment Payments") as follows: twenty percent (20%) of the
Redemption Price; shall be paid on the closing date, together with interest from
the date of the bissociation event through the closing date at the Member
Interest Rate in effect on the date of the Dissociation event. The remainder of
the Redemption Price shall be paid in equal annual installments on the next five
(5) consecutive anniversaries of the closing date. The unpaid portion of the
Redemption Price shall bear simple interest, from the closing date at the
Member Interest Rate in effect on the closing date and all such interest accrued
through the date each installment of the Redemption Price is due shall be paid
simultaneously with each such installment.
On the closing date, the parties (including the Dissociated Member or his
personal representative) shall execute such documents and instruments of
conveyance as= be necessary or appropriate to confirm the transfer of the
Dissociated Member's Membership Interest, the Dissociation of the Dissociated
Member as a Member as of the date of the Dissociation event, and the reduction
by offset against the Redemption Price by the Company of all liabilities of the
Dissociated Member with respect to the Company, and provision for novation, if
possible, of any outstanding indebtedness of the Company which may have
been personally guaranteed by the Dissociated Member,
12.3.3 Reejemption Price - The "Redemption Price" of a Member's
Membership Interest, shall as of any day, be an amount equal to the fair market
value of the Membership Interest as of the last day of the month preceding the
month during which the Retiring Event occurs less any Company Distributions to
the Retiring Member after such day and less any and all costs, expenses, and
-23-
damages ass
Price shall be
12.3.8.1 A
established by thr
be established ar
Value of the Mem
attached hereto,
of operations sha
as recorded in th
establish said Agr
the Member's inte
e'Dissociation of the Member. The Redemption
Ireed Value - The Redemption Price shall be an amount
mutual agreement of the Members, by majority vote, and shall
ruaily according to the terns of this Agreement. The Agreed
let's Interest for each year shall be set forth on Exhibit B, to be
'he Agreed Value of the Member's Interest for the first full year
be; the net book value of the Member's Capitol Contributions
books of the Company. In the event the Members fail to
;ed Value, then the last value established by the Member's for
est shall control.
13.1 Dissolution - The Company shall be dissolved and its affairs wound up,
upon the first to occur of the following events (which, unless the Members agree to
continue the business, shall constitute Dissolution Events):
18.1.1 the expiration of the Term, unless the business of the Company is
continued with the!! consent of all of the Members;
13.1.2 the unanimous written consent of all of the Members;
13.1.3 the on" of a decree of judicial dissolution.
13.2.1 Upon dissolution, the Company shall cease carrying on as
distinguished froni the winding up of the Company business. The Managing
Member shall be responsible for ensuring that the winding up and dissolution of
the affairs of the Company is completed.
13.2.2 Upon the liquidation of the Company caused by a termination of
the Company under § 708(b)(1)(B) of the Code, the assets of the Company shall
be deemed to be (distributed in-kind to the Members and Assignees as tenants-
in-common and irrjmediately thereafter contributed to the capital of a new limited
liability company by and among the Members and Assignees governed by a
successor Operating Agreement identical to this Operating Agreement. The
Members' and Assignees' respective undivided interests in such distributed
assets shall equal the ratio that each Member's or Assignee's Capital Account
(after taking into account all Capital Account adjustments for the taxable year of
such Dissolution) ibears to the Capital Accounts (after taking into account all
Capital Account adjustments for the taxable year of such Dissolution) of all the
Members and Assignees. Each Member's or Assignee's Capital Account in such
new limited liability company shall be credited with the fair market value of such
Member's or Assidnee's undivided interest in such
-24-
distributed assetsl (net of the allocable percentage of liabilities securing such
undivided interestin that new limited liability company is considered to assume
or take subject to under §752 of the Code).
13.2.3 Upon Dissolution or liquidation of the Company from a cause other
than by a termination of the Company under § 708(b)(1)(B) of the Code, the
Members shall proceed to the winding up of the affairs of the Company. During
such winding up process, the Net Profits, Net Losses, and Distributions shall
continue to be shared by the Members and Assignees in accordance with this
Operating Agreement. The Property shall be liquidated as promptly as
consistent with obtaining the fair value therefor, and the proceeds therefrom, to
the extent available, shall be applied and distributed by the Company on or
before the end of the taxable year of such Dissolution or, if later, within one -
hundred twenty (120) days after the end of the taxable year of such Dissolution,
in the following order of priority:
13.2!3.1 First, to creditors, (excluding Members and Assignees who
are creditors), to the extent permitted by law, in satisfaction of Company
liabilities; and then
13.233.2 Second, to Members and Assignees who are creditors, to
the extent permitted by law, in satisfaction of Company liabilities to them;
and then
13.2.113 Third, to the establishment of any reserves which the
Members determine to be reasonably necessary for any contingent or
unforeseen'liabilities er obligations of the Company; and then
13.2q"3.4 Fourth, to the Members and Assignees in accordance with
positive Capital Account balances taking into account all Capital Account
adjustments for the Company's taxable year in which the liquidation
occurs, so long as such Distribution does not materially alter the economic
arrangement of the Members as set forth in this Operating Agreement,
taking intol account the Capital Contributions of the Members and
Assignees, !; the priority distributions and allocations, if any, and the
Sharing Rafios of the Members and Assignees; and then
13.2.13.5 Thereafter, any remaining proceeds shall be distributed to
the Membe(s and Assignees in accordance with their Sharing Ratios.
13.2.4 The Winding up of the Company shall be completed when all debts,
liabilities, and obligations of the Company have been paid and discharged or
reasonably adequate provision therefor has been made, and all of the remaining
Property and assets of the Company have been distributed to the Members.
13.2.5 Upon the completion of winding up of the Company, articles of
dissolution shall be executed in duplicate and verified by the Managing Member
or other person charged with executing the articles, which articles shall set forth
the information required by the Act. Duplicate originals of such articles of
dissolution shall be delivered to the Idaho Secretary of State.
13.2.6 Upon the issuance of a certificate of dissolution, the Company shall
be terminated and its existence shall cease, except for the purposes of any
Proceedings and a' ny appropriate actions as provided by the Act.
13.2.7 Except as otherwise provided by the Act or other applicable law or
this Operating Agreement, (a) each Member shall look solely to the assets of the
Company for the teturn of their Capital Contributions and shall have no right to
demand or receive Property other than cash from the Company, and (b) no
Interest Folder shpill have priority over any other Interest Holder as to the returns
of their Capital Contributions, distributions or allocations. Members shall have no
recourse against other Members for the return of their Capital Contribution.
ARTICLE 14
MISCELLANEOUS PROVISIONS
14.1 Entire Agreement - The Operating Agreement represents the entire
agreement among all the: Members and between the Members and the Company,
14.2 No Partnership Intended for Nontax Purposes - The Members have
formed the Company under the Act, and expressly do not intend hereby to form a
partnership under either the Idaho Uniform Partnership Act nor the Idaho Uniform
Limited Partnership Act. The Members do not intend to be partners one to another, or
partners as to any third party. To the extent any Member, by word or action, represents
to another person that ;any other Member is a partner or that the Company is a
partnership, the Membet making such wrongful representation shall be liable to any
other Member who incurs personal liability by reason of such wrongful representation.
14.3 Partnership Intended for Tax Purposes - The Members have formed
the Company under the', Act, and expressly do intend hereby to have the Company
classified and treated for purposes of federal and state income taxation as a
partnership. Further, it is the express intention of the Members that the Company be
treated as a partnership !for purposes of federal and state taxation. If it is determined
that the Company is or is not be classified as a partnership under the Code and
Regulations, then the Operating Agreement shall be considered amended to the
smallest degree possible', in whatever manner necessary to ensure that the Company is
or shall be treated as e partnership under the Code and Regulations for purposes
federal and state taxation, In the event the Code or Regulations are subsequently
amended or interpreted In such a way so that the Company is taxed as other than a
partnership, the provisions of this Operating Agreement may be considered amended
so that the Company is taxed as a partnership beginning with the Effective Date.
14.4 Rights of Creditors and Third Parties under Operating Agreement -
The Operating Agreement is entered into among the Company and the Members for
the exclusive benefit of the Company, its Members, and their successors and
assignees. The Operating Agreement is expressly not intended for the benefit of any
111111101111111
creditor of the Comparrylor any other Person. Except and only to the extent provided
by applicable statute, no such creditor or third party shall have any rights under the
Operating Agreement orilany,agreement between the Company and any Member with
respect to any Capital Contribution or otherwise.
14.5 Binding effect - Except as otherwise provided in this Operating
Agreement, every covenant, term, and provision of this Operating Agreement shall be
binding upon and inure; to the benefit of the Members and their respective heirs,
legatees, legal representatives, successors, transferees, and assigns.
I
14.6 Constructibn - Every covenant, term, and provision of this Operating
Agreement shall be construed simply according to its fair meaning and not strictly for or
against any Member. The terms of this Operating Agreement are intended to embody
the economic relationship among the Members and shall not be subject to modification
by, or be conformed with, any actions by the Internal Revenue Service except as this
Operating Agreement may be explicitly so amended and except as may relate
specifically to the filing of, tax returns.
14.7 Time- Time is of the essence with respect to this Operating Agreement.
14.8 Headings Section and other headings contained in this Operating
Agreement are for reference purposes only and are not intended to describe, interpret,
define, or limit the scope; extent, or intent of this Operating Agreement or any provision
hereof.
14.9 Severability -I Every provision of this Operating Agreement is intended to be
severable. If any term ori provision hereof is illegal or invalid for any reason whatsoever,
such illegality or invalidity^ shall not affect the validity or legality of the remainder of this
Operating Agreement,
14.10 incorporation by Reference - Every exhibit, schedule, and other
appendix attached to this Operating Agreement and referred to herein is not
incorporated in this Operating Agreement by reference unless this Operating
Agreement expressly otherwise provides.
14.11 Further Actlon - Each Member, upon the request of any Managing
Member, agrees to perfolrm all further acts and execute, acknowledge, and deliver any
documents which may be reasonably necessary, appropriate, or desirable to carry out
the provisions of this Operating Agreement.
14.12 Variation of Pronouns - All pronouns and any variations thereof shall be
deemed to refer to masculine, uline, feminine, or neuter, singular or plural, as the identity of
the person or persons may require.
14.13 Governing
of this Operating Agreer
rights and duties of the N
- The laws of the State of Idaho shall govern the validity
the construction of its terms, and the interpretation of the
-27-
14.14 Counterpart Execution - This Operating Agreement may be executed in
any number of counterparts with the same effect as if all of the Members had signed
the same document. All' counterparts shall be construed together and shall constitute
one agreement.
14.15 Sole and (Absolute Discretion - Except as otherwise provided in this
Operating Agreement, all actions which any Managing Member may take and all
determinations which any Managing Member may make pursuant to this Operating
Agreement may be taken and made at the sole and absolute discretion of such
Managing Member,
14.16 Specific Performance - Each Member agrees with the other Members
that the other Members Would be irreparably damaged if any of the provisions of this
Operating Agreement are not performed in accordance with their specific terms and
that monetary damages would not provide an adequate remedy in such event.
Accordingly, it is agreed that, in addition to any other remedy to which the nonbreaching
Members may be entitled, at law or in equity, the nonbreaching Members shall be
entitled to injunctive relief to prevent breaches of the provisions of this Operating
Agreement and specifically to enforce the term and provisions hereof in any action
instituted in any court of'the United States or any state thereof having subject matter
jurisdiction thereof.
14.17 Notice - Ali notices shall be deemed received when personally delivered
or when deposited in the United States mail postage prepaid, registered or certified,
with return receipt requested, or sent by telephone, facsimile transmission or mail-o-
grKam or by recognized courier delivery (e.g. Federal Express, Airborne, Burlington, etc.)
addressed to the parties,, as the case may be, at the address set forth below or at such
other addresses as the parties may subsequently designate by written notice given in
the manner provided in this section:
See Exhibit "A"
Notice personally; delivered will be effective upon delivery to an authorized
representative of the party at the designated address. Notice sent by mail or courier in
accordance with the above shall be effective upon receipt or upon the date the party
refuses to accept receipt. Notices sent by telegram, facsimile transmission or mail -o -
gram will be effective upon transmission. The providing of copies of notices to the
parties` respective counsel is for information purposes only and shall not constitute
notice to the parties unless notice has also been given to the parties as above provided.
IN WITNESS WHEREOF, we have hereunto set our hands on the date set forth
beside our names.
✓ Date: MOM'
2 j ✓o i
Timothy J. Ke y
-28-
mm
Timoffi�,Kqll 3891 W. E
Meridian,
Member
Ratio
Creek St, 100%
83642
-29-
Initial
Capital ACGOunt
100%
Name
Timothy J. Kelly
AgEmm
I M I
Address
3891 W. Daisy Greek Street, Meridian, ID 83642
251 FILED
ARTICLES OF ORGANIZATION
LIMITED LIABILITYC®PANY 20oSFEB -z fir, g: (1Q
(Instructions on back of application) 51ATF t1F iti;;r10
1. The name of the limited liability company is:
Elk Run Construction, L.L.C.
2. The street address of the initial registered office is:
2551 W. Pebblestone Ct., Meridian, Idaho 83642
and the name of the initial registered agent at the above address is:
Timothy J. Kelly
3. The mailing address for future correspondence is:
2551 W. Pebblestone Ct., Meridian, Idaho 83642
4. Management of the limited liability company will be vested in:
Manager(s) Q or Member(s) ❑ (please check the appropriate box)
5. If management is to be vested in one or more manager(s), list the name(s) and
address(es) of at least one initial manager. If management is to be vested in the
member(s), list the name(s) and address(es) of at least one initial member.
Name
Address
Timothy J. Kelly 2551 W. Pebblestone Ct., Meridian, Ill 83642
6. Signature of at least onetjakrson r s aon ible for forming the limited liability company:
Signature: secretary of State use only
Typed Name: Timothy I elly
Capacity: Registered Agent
IDANG SECRETARY OF STATE
Signature 02/02/2005 05:00
4 CN: 1245 CT: 185747 BN: 798712
Typed Name: 1 N 108.08 = 100.80 ORGAN LLC N 2
Capacity:
g�
WeL Fmrt. - --
3��45
OPERA'T(NG AGREEMENT
m
[CSA PROPERTIES, LLC
LIMITED LIABILITY COMPANY
FILED L. RAMEY, P.A.
Attorney at Law
300 N. Oh Street, Suite 102
Boise, Cdaho 33702
(203)344-3549
KSA PROPERTIES, LLC
OPEIZATING AGREEMENT
Table of Contents
Page No.
1. FORMATION--- ...................
1.1 Formation..................:......................................................................... 1
L2Name................................................................................................... 1
1.3 Put3)oses.............................................................................................. 1
1.4-'I'erm.................................................................................................... 1
L5 Location— ... ....................... ....... 1
1,6 Registered Agent............................................................................... I
1,7 Capitalization...................................................................................... 2
11. NIANAGEMEN.............................................................................................2
2.1 Management ........................
2.2 Number, Tenure and Qualifications.................................................. 2
23 Certain Powers of Manager............................................................... 2
2.4 Restrictions on Authority of Manager. ............................................... 4
2.5 Liability for Certain Acts................................................................... 5
2.6 Managers and Members Have No Exclusive Duty to Company--- 5
2.7 Bank Accounts- .... ......... ---- ... ................ 5
2.8 Indemnity of the Manager, Ecnlrloyees and other Agents 5
2.9 Resignation........ ..............................5
2.10 Removal...........................................................................................6
2.11 C'ompensation.................................................................................. 6
2.12 Right to Rely on the Managerr.......................................................... 6
Ill. N1HMBI3RS....................:...............................................................................6
3.1 Members..........................................................................................-6
3,2 Restrictions on Members,.,,. ................. - ........
6
3.3 No PersonalLiability ..........................................................................
7
3.4 Restrictions on Authority of Members ...............................................
7
3.5 Member's Duties ................................................ .......:............
....... ..... 8
IL'. MGE,FINGS OF MLsMBF3RS........................................................................
i3
4.1 Regular Meetings...,, .... --- ...... ... --- ........................ .......
........... 8
4.2 Special Mer ings.................................................................................
8
4.3 Notice of Meetings.... ..... .............................
.... --- 8
TAB L E OF CON ITNTS - I
4.4 Quorum .... ................................... ....... ....... --- ..................... .............. . 9
4.5 Proxies................................................................................................ 9
4.6 Voting Righis.................................—,—...,........... 9
V, PROFITS, LOSSIES ANI) ACCOUNTfNG.................................................. 9
5.1 Allocation oCProfits and Losses ....................................................... 10
5.2 ACC9nnflng........................................................................................ 10
5.3 Members' Capital Accounts............................................................ 10
5.4 Financial Operations of the Company .............................................. 11
5.5 Cash Flow and Distributions.... ... ..................... .............................. 1 I
VI. DISSOLUTION AND TERMINATION .................... 11
6.1 Events Causing; Dissolution.............................................................. 11
6,2 Successors to a Member- .... .... — ... . ..... .......................... .... 12
6.3 Winding Up...................................................................................... 12
VII. TRANSFERS OF MEMBERSHIP INTERI.51.................................... 12
Tl Sale of Interest Restricted,— .... .... ... .............................. 12
7.2 Procedure for Sale Interest.............................................................. 12
7.3 Liability Unaftected by Assignment- ...... --- .............................. - 12
7.4 Documentation, ... .......... ............ ............. — 12
VIII, DEATH OR RIE'rIREMENT OI,' A MEMBER ........................................ 13
8.1 Withdrawal or Retirement of a Member ........................................... 13
8.2 Option to Purchase Upon Death ....................................................... I',
8.3 Purchase Price................................................................................... 13
1X. LIQUIDATION. ... ....... --- ....... ....... ........... ...... 13
9,1 Application o1'Proceeds.................................................................... 13
9.2 Final Dissolution................................................................................ 14
X, AMENDMENT OF `CIIE AGREEMENT .................................................... 14
10.1 Approval of Amendments.............................................................. 14
XI. MISCELLANEOUS............ ...
11.1 Notices ................................................
11.2 Governing Law,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,�
113 Execution in Counterparts ...................
11.4 Interpretation .......................................
11.5 Integrated Agreement ..........................
11,6 Partial Invalidity .,.,.,„ ..........................
1 1.7 Additional 'ferns and Conditions........
11.8 Binding Eff'ect......................................
TABLE O CONTENTS -2
.. 14
.,. 14
14
............. 15
15
...................... 15
......................... 15
OPERA'T'ING AGREEMENT
OF
KSA PROPER,rIE5 LLC
I"HIS OPERATING AGREEMENT is made effective by the undersigned as of the
15r" day of Decennber. 2010.
I, FORMATION
IJ Formation. The undersigned lilts formed a limited liability company under
the laws of the State of Idaho by filing on December 15, 2010, a C'ertitieate of
Organization with the Secretary of State of Idaho. A copy of the Certificate of
Organization is attached hereto and incorporated herein by reference
L2 Name. The name of this Company is KSA PROPFRTIES, LLC.
1.3 Purpnses< flue purpose for which this Company is formed is to cngage in any
ItiwPal act, business or activity for which limited liability companies may be formed ander
the of the State of ldaho and to do any and all other things determined by the
Members to be necessary, desirable or incidental to the foregoing purpose.
1.4 Term. The term of the Company shall become effective on the date the
Certificate of Organization are filed with the Secretary of State of.ldaho, and shall
continue until the Company is dissolved earlier pursuant to the provisions of this
Agreement or as provided it) Section 53-642, Idaho Code.
I ,5 Location. The location of the principal place of business of the Company is
33413 'Wr Daisy Creek Street, Meridian, Idaho 83642, The Members may change the
principal !glace of business and establish additional places of business as he deems
necessary or desirable to conduct the business of the Company.
L6 Registered Agent. The Company's agent for service of process shall be
Kelly G. Adams, who is located at the following address: 3843 W, Daisy Creek Street,
Meridian, Idaho 33642. lin the event that Kelly O. Adams resigns as registered agent or
is otherwise unable to serve for any reason, Suzette M. Adams shall serve as registered
agent. The agent I'or service of process apices and shall insure that in the event of service
of process upon said agent with respect to any lawsuit or other proceeding, or in the event
of service of any tax deficiency notice or other governmental notices, said agent will
immedWely provide written notice to all Members of the service of process or receipt of
such nonce, which shall include providing copies ol'any summons, complaint or other
notice to all Iwlcnnbers.
OPERATING AGREEMP"Pr- t
L7 Capitalisation. The initial capitalization for the company shall be contributed
as set forth on Exhibit "A attached hereto.
II. V&NAGEMENU
2.1 lylanatternent. The business Surd all'afrs of the Company shall be managed
by its Manager, The Manager shall direct, manage and control the business ofthe
Company to the best of the Manager's ability. Except (or situations in which the
approval of the members is expressly required by this Operating Agreement or by non-
waivable provisions of applicable law, the Manager shall have full and complete
authority, power and discretion to manage and control the business, affairs, and properties
of the Company, and to make all decisions regarding those matters and to perform any
and all other acts 01, activities customary or incident to the management of the Company's
business.
2.2 Nuonber. Tenure and Qualifications. The Company shall initially have one
Manager. The initial Manager shall be Kelly G. Adams, The number of Managers of the
Company shall be fixed from time to time by the affirmative vote of a majority of units of
ownership, but in no instance shall there be less than one Manager. Each Manager shall
hold office until the Manager resigns or is removed from office and his or her successor
shall have been elected and qualified. Managers shall be elected by a majority vote, of the
units ofownership. Managers mast be Members of the Company.
2.3 CertainPowers ofA arias er.
(a) 'Without limiting the generality ofSeetion 2.1, the Manager shall have
power and authority, on behalf of the Company:
(i) To acquire property from any personas the
Manager may determine, The fact that a Manager or a
Member is directly or indirectly affiliated or connected with
any such person shall not prohibit the Manager fi-om
dealing with that person,
(ii) To borrow money from banks, other lending
institutions, the Manager, Members, or affiliates of the
Manager or Members, on such terms as the Manager deems
appropriate for the normal and customary operation of the
Company, and in connection therewith, to hypotheeute,
encumber and taunt security interests in the assets of the
Company to secure repayment of the borrowed sums;
(iii) To purchase liability and other insurance to
protect the Company's property and business;
OPERATING AGREEWNT - 2
(iv) To hold and own any C'ongmiiy real andlor
personal properties in the name of the Company;
(v) To invest any Company fields temporarily (by
way of example but not linutation) in time deposits, short-
term governmental obligations, commercial paper or other
investments;
(vi) Upon the affirmative vote ofa majority ol'the
units of ownership to sell or otherwise dispose of all or
substantially all or the assets of the Cornpatnyas part of a
single transaction or plan so long as such disposition is not
in violation ofor a cause of a default under an � other
agreement to which the Company may be hoond, provided
however, that the affirmative vote of the VWmhk:7 s shrill not
be required with respect to any sale or disposition of the
Company's assets in the ordinary course of the Company's
business;
(vii) To execute on behalfof the Company all
insirtoents and documents, including. Without lunitatlon,
checks, drafts; notes and other ncgotialzte insnruntents;
mortgages or deeds of trust: security agreements; financing
statements; documents providing for the acquisition,
mortgage or disposition ofthe Company's property;
assigmncnts; bills of sale, leases:: pal tit' rsiIip agreements,
operating agreements ofother limited liability companies;
and any other instruments or documents necessary, in the
opinion of the Manager, to the business of the Company;
(viii) To employ accountants, legal counsel,
managing agents or other experts to perform services for
(he Company and to compensate them from Company
Hinck';
(ix) To enter into any and all other agreements on
behalfof the Company, with any other person for any
purpose, in such forms as the Manager may approve; and
(x) To do and perform all other acts as may be
necessary or appropriate to the conduct of the Company's
business.
OPERATING AGftESMKNT.3
Unless authorized to do so by this Operating Agreement or by the Manager of the
Company, no employee or other agent of the Company shall have any power or authority
to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for
any purpose. No Member shill have any power or authority to bind the Company unless
the Member has been authorized by the Manager to act as an agent of the Company in
accordance with the previous sentence.
2=4 Restrictions on Authority of the Nlanapr.
(a) The Manager shall not have the authority to, and covenants and agrees
that the Manager shall not, do any of the following acts without the unanimous vote of the
traits of ownership:
(i) Cause or permit the Company to engage in any
activity that is not consistent with the purposes ofthe
Company as set forth in Section i.a hereof;
(ii) Knowingly do any act in contravention of this
Operating Agreernent;
(iii) Knowingly do any act which would make it
impossible to carry on the ordinary business of the
Company, except as otherwise provided in this Operating
agreement;
(iv) Confess a judgment against the Company,
(v) Possess property, or assign rights in spceif ie
properhr, for other than a Compnny purpose,
(vi) Knowingly perform any act that would cause
the Company to conduct business; its to .State which has
neither enacted legislation which permits limited liability
companies to organize in such Smte nor permits the
Company to register to do business iu such Staw as a
foreign limited liability company;
(vii) Cause the Company to voluntarily take any
action that would cense a bankruptcy of the Company;
(viii) Cause the Company to make loans to any,
Member;
(ix) Cause a significant change in the nature of the
Company's business.
OPERATING AGI{FIEMENT- 4
(x) Cause the Company to admit any additional
Members other than as provided herein;
(xi) Sell or otherwise dispose of all or substantially
all of the Company's assets other than in the ordinary
course of the Company's business, except for a liquidating
sale in connection with the dissolution of the Company,
2.5 Liability for Certain Acts. The Manager shall perform the Manager's duties
as Manager in good faith, in a manner the Manager reasonably believed to be in the best
interests of the Company, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances, A Manager who so performs the duties
as Manager shall not have any liability by reason of being or having been a Manager of
the Company, The. Manager does not, in any way, guarantee the return of itle Members'
Capital Contributions or a profit for the Mernbets front the operations of the Company.
The Manager shall not be liable to the Company or to any Member I'or any loss or damage
sustained by the Company or any Member, unless the loss or damage shall have been the
result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or
a wrongful taking by the Manager,
2,6 Managers and Members Have No Exclusive Duty To C2Mp ny. The
Manager shall not be required to manage the Company as a solc and exclusive function
tend ally Manager and/or Member may have other business interests and may engage in
other activities; in addition to those relating to the Company. Neither the Company nor
any Member shall have any right, by virtue of this Operating Agreement, to share or
participate in such other investments or activities of the manager and/or Member or to the
income or proceeds derived therefrom. Neither the Manager nor any member shall incur
any liability to the Company or to any of the Members as a result of engaging in any other
business or venture..
23 Bank Accounts, The Manager may from time to time open bank accounts in
the name of the Company, and the Manager shall be the sole signatory thereon, unless the
;,-tanager determines otherwise,
2.8 Indemnily of the Manager, Employees and tither Agetnls. Ilic Company
shall indemnify the Manager and make advances for expenses to the maximum extent
permitted under Idaho law. The Company shall indemnify its employees and other agents
who are not Managers to the fullest extent permitted by law, provided that siieh
indennifrctation in any given situation is approved by Members owning a Majority
Interest,
2.9 Resignation. /any Manager of the Company may resign at any time by giving
written notice to the Members -of the Company The resignation of any Manager shall
take effect upon receipt of notice thereof or at such later time as shall be specified in such
OPHOTINC ACREIRM ENT - 5
notice; tnid, unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to snake it effective. The resignation of a Manager who is also a
Member shall not affect the Manager's rights as it Member and shall not constitute a
withdrawal of a Member.
2.10 Removal At a meeting Balled expressly for that purpose, a N14anager may be
removed at any time, with or without cause., by the affirmative vote of a majority of the
units of owttcrship. The retrieval of a Manager who is also a Member shall not affect the
Manager's rights as it Member and shall not constitute a withdrawal of a Mcmber.
2,11 Compensation. The compensation of the Manager and Members shall be
fixed from time to time by the majority vote of the Members, and no Manager shall be
prevented from receiving such salary by reason of the fact that the Manager is also a
Member of the Company.
2.12 Right to Rehr on the Manager.
(a) Any person dealing with the Company may rely (without duty of
further inquiry) upon a certificatee signed by the Manager as to:
(i) The identity of the Manager or any Member;
(fi) The existence or nonexistence orally fact or
facts which constitute a condition precedent to acts by the
Manager or which are in any other manner germane to the
affairs of the Company;
(iii) '11ne persons who are authorized to execute and
deliver any instrument or document of the Company; or
(iv) Any act or iaiiure to act by Clio Company or any
other matter whatsoever involving the Company or any
Member.
TIC. MEMBERS
3.1 Members. The Members are listed on Exhibit "A", which is attached hereto
and made a part hereof. Exhibit "A" shall reflect each Member's units of ownership of
tine Company.
3.2 Restrictions on Members. lixccpt as otherwise specifically provided in this
Agreement to the contrary, no Member shall have the right:
(a) To have the Member's capital contribution repaid except to the extent
provided in this Agreement,
OHRATING AGREEMENT -6
(b) To require partition of the Company's property or to compel any sale
or appraisal oftire Company's assets.
(c) To sell or assign the Member's interest in the Company or to
constitute the vendee or assignee thereunder, except as provided in this Agreement.
((I) 'ro voluntarily withdraw as a Member from the Company,
3.3 No Personal Liability. No Member shall be personally held accountable For
any of the debts, losses, claitns,judgraents or any of the liabilities of the Company
beyond the Member's contributions to the capital or the Company, except as provided by
law.
3.4 Restrictions on Authority of Members.
(a) Each Member shall not have the authority to, and covenants and agrees
that it shall not, do any of the following acts without the unanimous vote of all units of
ownership:
(I) Cause or permit the Company to engage in any
activity that is not consistent with the purposes ofihe
Company as set forth herein;
(ii) Knowingly do any act in contravention of this
Operating Agreement;
(Iii) Knowingly do any act which would snake it
impossible to carry on the ordinary business of the
Company, except as otherwise provided in this operating
Agreernent;
(iv) Confess a judgment against the Company;
(v) Possess property, or assign rights in specific
property, Im other than a Company purpose;
(vi) Knowingly perform any act that would cause
the Company to conduct business in a State which has
neither enacted legislation which permits limited liability
companies to organize in such State nor permits the
Company to register to do business in such State as a
foreign limited liability company;
OPERATING AGREEMENT- 7
(vii) Cause the Company to voluntarily take any
action that would cause a bankruptcy of the Company;
(viii) Cause the Company to acquire any equity or
debt securities of any Member or any of its Affiliates, or
otherwise snake loans to any Member or any of its
Affiliates;
(ix) Cause a significant change in the nature of file
Company's business.
(x) Cause the Company to admit any additional
Members other than as set forth herein:
(xi) Sell of otherwise dispose of all or substantially
all ofthe Company's assets other than in the ordinary
course of the Company's business, except for a liiluidating
sale in connection with the dissolution of the Company.
(xii) Make any amendments to this Operating
Agreement.
(xiii) Commence any lawsuit or administrative
proceedings on behalf of the Company or any Member of
the Company.
3.5 Member's Duties. Fach Member shall perform his duties in good faith, in it
manner he reasonably believes to be in the best interests of tlne Company, and with such
case as an ordinarily prudent person in a like position would use tinder similar
circumstances,
IV. MEETINGS T'INGS OF MEM13RRS
4.1 Reolor Meetintm The Members may establish dates and times for regular
meetings as they may desire.
4.2 Special Meetings. Special meetings of the Members of the Company may be
held when called by the Members.
4.3 Notice of Meetings. Not less than ten (10) nor more than sixty (60) days
before the date fixed for a meeting, written notice stating the time and place of line
meeting (and, in the case of a special meeting, the purposes of such nneeting) Shall be
given. Notice of any meeting may be waived by any Member present at the meeting.
OPERATING AGRFP]NIEWF - 8
The notice shall be sent by personal delivery or by certified mail, return receipt
requested, to each Member entitled to notice of the meeting who is a Member of record as
of the day preceding Elie day on which notice is given, or, if a record date is duly fixed, as
ot'that date. If mailed, the notice shall be addressed to the Members at their respective
addresses as they appear in the records of the Company.
4.4 Quorum, Except as may otherwise be provided by law, the presence of a
majority of the units of ownership of the Members; in the event notice has been given,
shall constitute a quorum for such meeting.
4.5 Proxies, The Members may vote in person or by proxy. The person
appointed as proxy need not be a Member. Unless the writing appointing a proxy
otherwise provides, the presence at a meeting of the person who appointee) it proxy shall
not operate to revoke the appointment. Notice to the Company, in writing or in open
meeting, of the revocation of the appointment of a proxy shall not affect any vote or
action previously taken or authorized. A person named in a general power of attorney
shalt also be entitled to vote as proxy for a Member in the Member's absence,
4.6 VotingRijlits. All votes of Members shall be on the basis of one (I ) vole
per unit of ownership.
V PROFITS LOSSES AND ACCO1JNTINC:
5.1 Allocation of Profits and Losses:
(a) Except as otherwise provided herein, net profits and losses of the Company
(including profits and losses attributable to the sale or other disposition of all or any
portion of the Company's property) shall be allocated among or borne by the Members as
they may determine from time to time by mutual agreement.
(b) Notwithstanding any provision of this Agreement to the contrary, to the extent
required by law, income, gain, loss and deductimr attributable to property bontribuled to
the Company by a Member shall be allocated to the Member so as to take into account
any variation between the tax basis of the property and the fair market value thereof at the
time of contribution, in accordance with the requirements of Section 704(c) of the
Internal Revenue Code of 1986 (the "Code"), as amended, or its coun cipart in any
subsequently -enacted Internal Revenue Code, and the applicable 'treasury Regulations
(die "Regulations") thereunder.
(c) Company profits, losses and gains shall be allocated in aecordauce with the
portion of the year during which the Member has held his or her interest. All items of
income and loss shall be considered to have been carried ratably over the fiscal year of the
Company, except that gains and losses arising lion the disposition of assets shall be
taken into account as of the dale thereof,
OP i. tAT[NC AGREEMENT -9
(d) 'notwithstanding any provision of this Agreement to the contrary, in the event
the Company is entitled to a deduction for imputed interest under any provision of the
Code on any loan or advance from a Member, such deduction shall be allocated solely to
such Member.
(e) Notwithstanding any provision of this Agreement to the contrary, to the extent
the payment of any expenditure by the Company is treated as a distribution to a Member
for federal income tax purposes, there shall be a gross income allocation to sueh Member
in the amount of such distribution.
(1) Notwithstanding any provision ofthis Agreement to the contrary, if items of
income or gain to be allocated include income or gain treated as ordinary income for
federal income tax proposes because they are attributable to the recapture of depreciation
under Section 1245 or 1250 of the Code, then Stich income or gain, to the extent treated
as ordinary income, shall be allocated to, and reported by, the Member in proportion to
his or her then cumulative allocation of depreciation.
5.2 Aceaumtlne;
(a) 'rhe Company books shall be kept on a cash basis and in accordance with
reasonable accounting principles consistently applied. The Members shall receive copies
of ail of the Company's income tax documents, financial statements and other financial
documents which may be prepared from time to time.
(b) The fiscal year of the Company shall end on December 31.
(c) The terms "net profits" and "net losses", as used herein, shat I mean the net
amount of the Company's profits and losses, as determined for federal income tax
purposes, and shall also include each member's share of income described in Section
705(a)(l)(B) of the Code, any expenditures described in Section 705(a)(2)(I3) of the
Code, any expenditures described in Section 709(a) of the Code which are not deducted
or amortized in accordance with Section 709(b) of the code, basis adjustments required
pursuant to former Section 48(q) ofthe Code, and losses not dedttetible pursuant to
Section 267(a) or 707(b) of the Code.
5.3 Members' Capital Accounts:
(a) 'There shall be maintained a capital account for each Member in accordance
with this .Article 5,3. The amount of each Member's contribution of cash, property and/or
services to the capital ofthe Company shall be credited to Stich Member's capital
account. From time to time, but not less often than annually, each member's share of
profits, losses and distributions shall be credited or charged, as the case may be, to such
member's capital account. The determination of a Member's capital account, and any
adjustments thereto, shall be made in a manner consistent with tax accounting and other
principles set forth in Section 704 of the Code and applicable Regulations thereunder
OPFRATINC AGREEMENT- 10
(b) 11, at any time, the Company shall suffer a loss as a result of which the capital
account of any Member shall be a negative amount, such loss shall be carried as a charge
against that Member's capital account, and that Member's share ol'subsequent prolits of
fie Company shall be applied to erase such capital acoount de1161,
(c) Por purposes of computing the amount of any item of income, gain, deduction
or loss to be reflected in the Member's capital account, the determination,, recognition and
classilieation of any such item shall be the sane as its dewrinination, recognition and
classification for federal income tax purposes, taking, into account any adjustments
required pursuant to Section 704 of the Code and the applicable Regulations thereunder.
5,4 Cosh Flow and Distributions, 'fhe Company shall distribute available cash
llow to the Members at such times and in such amount as the Manager may determine.
The Manager may also elect to utilize cash flow for future propel ly ,rcd)uisitions and
dCveknpr°hent, Tri the event that the allocation and repoiiing of prolits and losses results in
taxable income being allocated to the Members, the Company shalt, to the extent of
available cash flow, distribute funds to the Members in such amounts as may be
necessary to provide funds for the payment of income taxes by the Members.
V1. DISSOLUTION AND TERMINATION
6 1 Events Causing Dissolution. Upon the occurrence of'the following events,
file Company shall be dissolved:
(a) The death of a Member.
(b) The Company sells or transfers substantially all of the assets of the Company.
(c) The Company ceases it business operations.
(d) The Members vote to dissolve and terminate the Company,
(e) The occurrence of any event set forth in Idaho Code, Section 53-642,
6.2 Successors to a ;Member. Upon the death of a Member the Mcmbcr's
personal representative, executor or administrator shall have all of the rights of a Member
for the purpose of managing or settling the Member's estate, such that the interest of a
deceased Member shall transfer to the surviving spouse, devisees or heirs of the Member,
or to a trust or other entity established by the Member from time to line for estate
planning or similar purposes.
6.3 Winding tip, In the evcnt of the dissolution of the Company, the business
and affairs of the Company shall continue to be governed by this Agreement during the
winding up of the Company's business and affairs.
VII. TRANSFERS OF MERURSHIP INTERESTS
OPERATING AGREEMFNT- 11
T 1 Sale of Interest Restricted. Should a Member desire to sell, assign or
exchange all or any part of his or her interest in the Company to any person seeking to
become a substituted Member (or, in the event of a transfer for no consideration, such gift
or bequest), such Member (hereinafter "assignor") who desires to assign all or any part of
his or her interest in the. Company shall not have the right to transfer to another the whole
or any part of such interest, except as set forth in this Agreement.
7.2 Procedure for Sale of tnt'erest. If the Member desires to sell or assign all or
a portion of his or her interest in the Company, as set forth in Section 7. 1, he or she shall
first offer the same, in writing, to the other Member, who shall have thirty (30) days after
receipt of such offer to accept or reject the offer,
If the offer is rejected, in whole or in part, the Member shall be free to sell or
assign the rejected interest, on the same terms and conditions, to a third patty. If the sale
is not consummated within said sixty (60) days after the expiration of the thirty (30) day
period referred to in the preceding paragraph, the proposed sale or assignment shall again
be subject to the provisions of this Article VII.
73 Liability Unaffected by Assignment, No assignment ofamy Momber's
interest in compliance with this Article VII, even if if results in (lie substitution of the
assignee as a Member herein, shall release the assignor from those Liabilities to the
Company which strive such assignment.
7.4 Documentation. Any assignment by a Member of all or any part of his or her
interest in the Company shall be subject to the following:
(a) The assignment instrument shall be in form and subsource satisfactory to the
Company. Among the reasons fir }which consent may be withheld by the Company is
that the Company has determined, in its sole discretion, that such substitution may: (i)
have an adverse affect on the legal status of the Company under state or federal lave or
both; or (if) have an adverse affect on the Members who are not participating in the
transfer under state or federal law or both, The request for consent to sales or
assignments shall contain a copy of all instruments and documents to be utilized in the
transfer and shall be made by certified or registered mail, return receipt requested, sent to
the Company at least sixty (60) days prior to the proposed date of transfer, Any
additional information requested by the Company including any information relative to
the assignee, shall be promptly furnished by the requesting assignor, and no decision need
be reached by the Company until such information is furnished.
(b) The assignee shall have submitted his or her written ttcccptance and adoption
of all the terms and provisions of this Agreement, including any and all amendments to
this Agreement to be made subsequent to the assignment.
(c) The assignor shall have paid, or obligated himself to pay, as the Company
may determine, all reasonable expenses connected with such transfer, including, but not
OPERATING ACRF EMFNT - 12
limited to, the cost of preparing and filing any amendment to this Agreement necessary to
effectuate the transfer.
VITT. DEATH OR RETIREMENTOF A MPMITER
8.1. Withdrawal or Retiirement of a Member, A Member shall only be entitled
to withdrew as a Member upon a minimtnn of sixty (60) days notice to the other Member
and only with the written consent of the remaining Member. The withdrawal shalt be
upon such terms and conditions as the remaining Member and the withdrawing Member
shall agree, The withdrawing Member shall be entitled to be paid the purchase price of
the Member's interest in the Company, as determined pursuant to Section 33 herein.
Withdrawal shall not release the withdrawing Member'rrom any liabilities of the
Company or obligations from the withdrawing Member to the Company, unless agreed to
as part of the terms of €he withdrawal. The withdrawal of a Member for Masons related
to retirement shall be accomplished pursuant to this Section. Any withdrawal in violation
of these provisions shall constitute a breach of this Operating Agreement and shall not
relieve the. withdrawing Member from liability foe damages resuitiog from said
unauthorized withdrawal,
8.2, Option to Purchase Upon Death. Upon the death of any Member, the
surviving Member may elect to purchase the deceased Member's interest in the Company
for tine purchase price as determined in Section 8.3 herein. rfbe option to purchase may be
elected by written notice to the deceased Member's heirs or personal representative,
which notice shall be given within ninety (90) days from the date oftlne death which
triggers the option.
8.3. Purchase Price, Tine purchase price in the event of the withthaw,
retirement or death of a Member shall be an amount as agreed upon between the
surviving Member and the withdrawing or retiring Member or the deceased Mlember's
heirs or Personal Representative, as the case may be. bt the event that the affected parties
are not able to mutually agree upon a purchase price, the purchase price shat I be
determined by obtaining appraisals of the company's assets, and adding to the total of
such appraisal as the balances in any cash, investment or similar accounts. The total
debts and obligations of the company, shall then be deducted and the resulting figure shall
represent the purchase price of the company as a whole. The purchase price for the
withdrawing, retiring or deceased Member's interest shall be determined on a
proportional basis in accordance with the Member's respective ownership interest in the
company. In the absence of an agreement for tine manner of payment, the purchase price
shall be payable in full over a period not to exceed five (5) years, will) interest on the
unpaid balance at the Wall Street Journal Prime Rate, adjusted quarterly.
IX. LIQUIDATION
9.1 Application of Proceeds. Upon the dissolution and/or ternnination ofthe.
Company, the Members shall proceed with the liquidation of the Company and sale of its
OPERATING AGREEMENT - 13
assets. The proceeds of such liquidation shall be applied and distributed in the following
order or priority:
('a) To the payment of the debts and liabilities of the Company (other than any
loans or advances that may have been made by the Members to the Company) and
expenses of liquidation.
(b) To the payment of any Loans or advances made to or for the benefit of the
Company by the Members, or forany compensation owed to the Members.
(c) To the setting up of any reserves which the Members may dean reasonably
necessary in order to meet any contingent or unforeseen liabilities or obligations of the
Company arising out of, or in connection with, the business ol'the. Company. Said
reser vcs shall be paid over by the Company to any frtancial institution, as escrow agent,
Will) trust au0107-ity in the county in which the principal accounting records of the
Company have been maintained in order to be held by it for the purpose of disbursing
such reserves in payment ofany of the aforementioned contingencies or liabilities; and at
the expiration of such period as the Members shall deem advisable, the financial
institution shall distribute the balance remaining in the manner provided in this Article 7.
and in the order named above,
(d) To the payment of the balance, if any, of the. respective capital account (it* the
Members, ifany.
9.3 Final Dissolution. When all of the acts provided for in Section 9.1 have been
accomplishccl, the Members shall file such Articles of Dissolution and any other
certificate required in the State of Idaho, and in any other state that may be required by
law.
X. AMENDMENT O7+ TI IF AGREEMENT
10,1 Approval of Amendments. All amendments to this Agreement shall
require the approval of all of the Members.
XI, MISCELLANh;OUS
1 1.1 Notices. Any and all notices or other communications which may be sent to
tiny Member shall be sent to the address noted in Schedule `A", unless the Company is
notified in writing with regard to a change of address. Notices or other communication
shall be deemed to have been given only when deposited with the United States Postal
Service by registered or ecrti lied mail, return receipt requested, addressed as set forth
above.
11.2 Governing Law. This Agreement shall be governed by, and construed in
accordance tivith, the laws of the State of Idaho.
OPERATING AGREEIVIE l'. 14
11.3 Execution in Counterparts, This Agreernent may be executed in multiple
parts, each of which shall be deemed an original and all of which together shall constitute
one Agreement, by each of the parties hereto on the dates indicated in the
acknowledgment of said parties, notwithstanding that all of the parties are not signatories
to the sante part or that signature pages from different parts are combined. The signature
of any party to any part shall be docaned to be a signature to and may be appended to any
other part.
1 IA luterpretation Wards ot'gender used in this Agreement shall be
interpreted to include the other gender, and words in the singular number shall be
interpreted to include the plural (and vice -versa), when the sense so requires. The
captions to each Article are inserled only as a matter of convenience and for reference
purposes and in no way define, limit or describe the scope or intent of this Agreement,
nor in any way affect it.
11.5 Integrated Agreement, This Agreement contains the entire Understanding
between the parties and supersedes any prior understandings and agreements between
them concerning the within subject matter. There are no representations, agreements,
arrangements or understandings, oral or written, between the parties hcreto relating to the
subject matter of this Agreement which are not described herein.
11.6 Partial Invalidity, This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws, ordinances,
rules and regulations orthejurisdictions in which the Company does business. If any
provision of this Agreement or its application to any person or circumstance shall, for any
reason and to any extent, be found to be invalid or unenforceable, the remainder of this
Agreement or the application ofsuch provision to the other persons or circumstances
shal I not be affected thereby, but rather shall be enforced to the fyreatest extent permitted
by law.
11.7 Additional Terms and Definitions. The word "person', as used in thus
Agreement, shall include a corporation, firm, partnership or other Ik)rm of association.
"Bankruptey", as used in this Agreement, shall be deemed to occur when a Member tiles
a petition in bankruptcy or voluntarily lakes advantage ofany bankruptcy or insolvency
laws, or is adjudicated a bankrupt, or when a petition or answer is filed proposing the
adjudication of a Member as a bankrupt and such Member either consents to the tiling or
such complaint or answer is not discharged or denied prior to the expiration of sixty (60)
days following the date offiling.
11,8 Binding Effect, This Agreement,, and all the terms and provisions hereof,
shall be binding upon ,and shall inure to the benefit of all Members and their respective
legal representatives, heirs, permitted successors and permitted assigns.
OPPRATIN(, AGREEMENT- 15
IN WITNESS WHEREOF, The Members have 110-M11110 901 their hands hereto, as
1,011OWS:
Dated: e6"'-11
Dated: ',:; 01, /
Dated: ' 87 - //
Dated:'.; 0
1,
OPERATING ACIRLEMENT- 16
Ricky AOms
Danielle M. Steinfeldt
Nicole R. Adams
EXHIBIT "A"
KSA PROPI+;I2TII+,S, LLC
Member No. of Units
Kelly G. Adams 48,5%
Suzette M. Adams 48.5%
Ricky C. Adams 1%
Danielle M. Steinfeldt 1%
Nicole R, Adams 1%
261
("Up'?"i HTWAA 'E' 019F
4BO, k1l"11101
L. ji TF 0 L I/ JTY CO A, i V Y
(In-ItrwAions on back of application)
1. The nawL of the limited liability company
K,9A Prop24e-,, i -l -C
2. The complete street and mailing addiet;es of the initial designatediprincipal office:
3843 West Daisy Creek SlmE.t, Meridian, Idaho 83642
TG111i.-9 Address, if different Ow OrW io"rest)
—dmst)
3. The name and complete street address of the registered agent:
Kelly GAdams 3843 West Daisy Greek Street, Mof iffian, Idaho V642
(Sirept Address)
4. The name and address of at least one member or manager of the limilod liability
company:
Nam M&M -
Kelly G. Adams 3643 West Daisy Greek Street, Meridian, Idaho 83642
5. Mailing address for future correspondence (annual report notices):
3843 West Daisy Creek Street, Meridian, Idaho 83642
6. Future effective date of filing (optional):
Signature of a manager, member or authorized
person.
Kelly G. Adams
Typed Name:
'iignature_
lyped Narrte:
5xf0tafy Ot u'u' on'y
"1,08 OR(I '
Q
STATE OF "—
(city)
heing I first duly sworn upon.
I. That I am i
permission
to submit lite
?. 1 a_eree to im
front any ch
hercirl or as 1
3. 1 hereby grm
Purpose of sl
Dated this
VIT OF LEGAL INTEREST
Sa Crr4-k !�T-
11 (a dress)
iq.ci k Q
(state)
depose and sa.v:
Ord owner or the properly described on the attached, and I grant m)
33911 w. ��(:,� cLK 55t. k r A , iii 9%9 z
(address)
ompanying appticalionls) pertaining to that properly.
nity. defend and hold the City of Meridian and its employees harmless
or liability resulting from any dispute as to the statements contained
ownership of the property which is the subject of the application.
mnission io City of Meridian stall'to enter the subject property for the
simlions related to processing said application(s),
tdav of' 20
(
z (Signature)
SUBSCRIBEDANDSWORb o bethreme the day and yea • si above written.
(oJJlaq public fo
tesidingat:_ qQA
(_W�
(—
My Commip
5:
311
I°Ilene: i�aNl l.'II�i�
Jua1 Meme. Suite III) • Meridian, Idaho 83142
0 Vacsirnilc: P?oH188ft•685d \6'ehsile: uwu.meridinncal.erg
IRri
F'IDAVIT OF LEGAL INTEREST
STATE OF IDAHO
COUNTY OF ADA )
(nal e) (address)
(city) (state)
being first duly swom upon, itith, depose and say:
1. That 1 am t record owner of the property described on the attached, and I grant my
permission t :
t oVV\ Cr•t t�
(n e) (address)
to submit the accompanying application(s) pertaining to that property.
2. 1 agree to in emnify, defend and hold the City of Meridian and its employees harmless
from any c] m or liability resulting from any dispute as to the statements contained
herein or as the ownership of the property which is the subject of the application.
3. 1 hereby gra permission to City of Meridian staff to enter the subject property for the
purpose of si inspections related to processing said application(s).
5
Dated this day of A pr 20 1
� P ,
(Signature)
SUBSCRIBED AND SWORN to before me
ON." R LDC-
®� OF IP
first above
V T— (Notary Public for Idaho)
Residing at:i r ' • 4n ` r- Q
My Commission Expires: o � 1_r D`,�i
33 Ji.I Broadway Avenue, Suite 102 • - Meridian, Idaho 83642
Phone: (208) 884 33 • Facsimile: (208) 888-6854 ® Website: www.meridiancity.org
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IIIl`T Meridian City Hall, Suite 102
33 E. Broadway Avenue
Meridian, Idaho 83642
Community Development 208.887.2211
Department
Parcel Verification
Date: 4/24/13
The parcel information below has been researched and verified as correct by the City of Meridian
Community Development Department.
Project Name: Lightning Place Subdivision
Lot/Block/Sub: 1,2,3/1/Sommersby #1
Parcel Numbers: R8038270010
R8038270020
R8038270030
T/R/S: 3N 1W 11
Owner: KSA Properties, LLC
3843 W. Daisy Creek St.
Meridian, ID 83642
Address Verification Rev: 04/23/12