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HomeMy WebLinkAboutlanduse case.AP.501 E Cooper Ave.A90-96 CrLOAD SUMMARY SHEET. CITYf'"\ ASPEN DATE RECEIVED: 11/22/96 DATE COMPLETE: PARCELID# 2737-182-48-029 CASE # A90-96 STAFF: Kim Johnson PROJECT NAME: Independence Building Insubstantial Amendment Project Address: 501 E. Cooper Ave. APPLICANT: Rovert Goldberg AddresslPhone: 501 S. Beverly Dr. 3rd floor, Beverly Hills, CA 90212 (310)277-7351 REPRESENTATIVE: Denis P. Jung Broker Associate AddresslPhone: 730 E. Durant Ave. Aspen, CO 81611 RESPONSffiLE PARTY: Applicant Other Name/Address: FEES DUE PLANNING ENGINEER HOUSING ENV HEALTH CLERK TOTAL $0 $0 $0 $0 $0 $340 FEES RECEIVED PLANNING $340. ENGINEER $ HOUSING $ ENV HEALTH $ CLERK $ TOTALRCVD $340. TYPE OF APPLICATION Staff Approval # APPS RECEIVED 1 # PLATS RECEIVED GIS DISK RECEIVED: Revie" Body Meeting Date Puhlic Hearing '? P&Z Yes No CC Yes No CC (2nd reading) Yes No REFERRALS: o City Attorney o City Engineer o Zoning o Housing o Environmental Health o Parks DATE REFERRED: o Aspen Fire Marshal o City Water o City Electric o Clean Air Board o Open Space Board o Other: o CDOT o ACSD o Holy Cross Electric o Rocky Mtn Natural Gas o Aspen School District o Other: INITIALS: DATE DUE: APPROVAL: OrdinanceIReso1ution # Staff Approval Plat Recorded: Date: Date: Book ,Page CLOSEDIFILED ROUTE TO: DATE: INITIALS: ,"-'" ,~ F'I.~;;4;I:J. v!lIod: t 0/:>'&/ ~n !.l: I H; Pspe~ Club Properties 1 ~~.,O 920 9399 ;.. 310 556 O:<i!53; Priq:11Jt 4 ID:[-970-920-9399 OCT 25'96 10;12 No.003 P.04 October 24, 1996 To: City of Aspen Planning Department From: Mr. Robert Goldberg, 9enetal Partner The Independence Company A Colorado Limited Partnership SOl S. Beverly Drive, Third Floor Beverly Hills, CA 90212.7351 To Whom It May Concern: I bereby authorize Dennis Jung, Broker Associate, Aspen Cluh Properties, 730 E. Durant, Allpen, CO 81611, (970) 920-2000 Ext. 2433, to act as my representative in the matter of filin8 an insubstantial condominitun plat amendment for the Independence Building. a condomini , located at 501 Bast Cooper Avenue, Aspen, CO 81611. 9!v a6Bd!~Ev# xgper !~v; ~~ 96!90!~~ ~E9~O 999 O~E : ilq :j.uas ("""\, ,~ ____ w.,.",... n.."'i".1Vl5'cl: '0/25/ge ~; 16; AsoeQ Club Properties 1 810 9~O 9388 .~ 310 5$6 o~t.~; P~g~ 2 10:1-970-920-9399 OCT 25'96 10:10 No.003 P.02 ASPEN/PITKIN COMMtJNlTY DEVELOPMENT DEPARTMENT Aereem~nt for pnvment Qf C;i.U.JltAspc~ Pt#velopment Applj~tinn Fees Robert Goldberg, General Partner for the Independence Company, a r.oloredo CITY OF ASPEN (hereinafter CITY) and T ....l I-"d i'.....uuhi '9 (hereinafter APPLICANT) AGREE AS FOLLOWS: 1. APPLICANT has submitted to CITY an application for an insubstantial condominium plat amendment for the Independence Building,s condominium (hereinafter, THE PROJECT). 2. APPLICA:-rr und~rstands and agrees that City Df Aspen Ordinance No. 53 (Series of 1995) establishes u fel: structure tor Planning applir.:atinns and the payment of all procesging fees is 3. cllndition precedent to u detern,ination of application completeness. 3. APPLICANT and CITY a!lree that because of the size. nature or scope of the proposed project, it is not -possibl~ at this time to ,ascertain the full extent of the costS involved in processing the application. APPLICANT and CITY further agree that it is in the interest t,f th~.parties to allow APPLICANT to make payment of an initial deposit and to thereafter permit allditional costs to be billed to APPLICANT on a monthly basis. APPLICANT agrees he will be benet1ted by retaining greater (;;\sh liquidity and will make addtiionul payments upon notification hy the CITY when th~y ::Ire necessary as costs are incurred. CtTY agrees it will be benefited through tht: greater certainty of recovering its Full costs to process APPLICANT'S application. 4. CITY and APPLICANT further agree that it is impracticable for CITY staff to complete procellsing or present sufficient information to the Pli1.nning Commission and/or City Council to tmahle the Planning COn1mission and/or City Council to make legally required tindings fur'project approval. unless current billings are paid ill full prior to decision. 9/e e6Bd!e8v# ~ !ov: ~~ 96/90/~~ !8geo 999 O~8 :Aq .ues /""". /""". ,..'-~" --- RoI;Ioc:l-P1VII'>c1: It)I~!'jIS31O ~:'T; Rspe~ Club Properties f ""'70 etl:lO F,;;I399 .;0. 3' 0 5ee Oi!$3 i P::u:a"" a ID:1-970-920-9399 OCT 25'95 10=11 No.003 P.03 s. Therefore, APPUCANT aarees that in consideration of the CITY's waiver of its right to collect full fees prior to a detenninatiClft of application completeness, APPLICANT sbalt pay an initial deposit in the amount of S~ 00 which is for _ hours of Planning staff time, and if actual recorded costs exceed the initial deposit, APPLICANT sball pay additional monthly billings to CITY to reimburse the CITY for the ptOCeuing of the application mentioned above, including post approval review. Such periodic payments shall be made within 30 days of the billing date. APPLICANT further' agrees that failure to pay such accrued costs shall be grounds fur suspension of processing, CITY OF ASPEN B~-" S . lauson. Community Development Director 13)': Mr, Date: Mailing Address: 501 s. Beverl, Drive 3rd rloor Beverly Hills, CIA 90Z12-1J)1 2 9/8 e6sd!c8P# ~ !Op: ~~ 96/90/~~ !89CO 999 O~8 :tlq ~ues --. '-'--"".-.'-"~~-_._---";""--_' 1"""\ J\:l.'T.!\QlHEN -. I.l\ND USE APPUCla'ION FORM ~ , , 1) Project NaIle The Independence Building, a condominium 2) Project Location 501 East Cooper Avenue, Lots A & B and the West 7.5 feet of lot C, Block 96, Aspen, Pitkin County CoLoraao ~1611 (i.n:iicatJ:l street aa3ress, lot & block number, legal d=i.ption 'INhere appropri.: ::.e) 3) Present Zoning CC 4) lot Size 6750 sq ft +- 5) Applicant's Name, l\ddress & Phone jRobert Goldberg, General Partner for the Independence Company, a Colorado Limited Partnership 501 S. B"everly Drive 3rd Floor. Beverly Hills, CA 90212-7351 310-277-7351 6) Representative's NaDe, Address & Phone if Dennis P. Jung Broker Associate Aspen Club Properties, Inc. 730 East Durant Aspen, CO 81611 970-920-2000 ext 2433 7) Type of Application (please check all that apply) : eorditicnaJ. Use Coocepblal SPA Final SPA _ Concepb.1al Historic Dav_ Special FeYia; ~ Final His'-...orlc Dav_ 8040 Gree.'1line eoncepb1al roo Final roo Minor His'-...oric D:.~. stream z.<..argin ~ Historic Cem::llition H:=1tain Via; Plane SUbdivision $:.. eorci!d~~ = Text:jMap ~ _ lot SplitjIDt Line M.just:ment: 8) Desc=i.ption of Elci.s""...ing Uses (number an:i t..-ype of exis'-..i:Qg structures; approximate sq. ft.; I'""....",~ of L..:h.~; aIr:{ previcus appl:OVal.s granted to ,tile prope..o-t:y) . 28 condominiumized Lodge Units, 14 on 2nd floor, 14 on third floor plus lobby and common area, approx 15000 sq ft total _ Historic Designation _ Gf:lS AllotJrent: _ Gf:lS Elce!!;;ltian 9) D=s=iption of Davelq:ma.'"It Application insubstantial plat map amendment, see attached ~".rr-' 10) Have ycu at""..ac:hed the follCJo'irg? x Response to Attac:hmerrt 2, Minim.nn St,l-mi"'c:ion O:lntent:s ~ Response to Attac:hmerrt J, Specific St,h-nic:c:ion O:lntent:s ~ Fesponse to Attac:tm>=.'1t 4, Revie\o/ Stardards for Your Aoolication t: z: ~'--- ~,' Z :::l Q :!E z u.J a... ;: (1.)"::,:::; _____ c:c.....-:-'==______- ---,'- :5 ' g g z g g z ~" = ' g 15 " " ~- ~- =0< ~~ ~ ~ '" ~ N -~ ';ii :i..~ .c> ~ .~ ~~~ =E3~,:,",: ~~ ,", ;,<;1; - 1 :=~'~ tj ;:.g ~ B ~g '5 ~~.~ tJ .~ ~ ~ 2:';15 .. ..c::O E ~..... ........ .9'~ ~~:g ~~s.~. " t: :; id z ~ '",,~''' (llIC I !J- ;,; E ~ ~'a ~~ ~ b t. ~ = ~E \J :;;Q.,C::I0 ~ ~ I 8 o o g M 8 ~A~l ~","IIl"'. ,0 .. ~a:: ..l "'''' C (Ilt-:E !:z III -aUla: oU C I", .J iil".... .C - W.J > O.J "' 0_ "' r> c zUJ ::E "'"';J ..CO ~. =:h " ...g ~"' ^3S S S N i~ !I '0. Ci .iSH XIS"S l.i~ =..ll:; e~' 1I:l..=: .:!0, .ISH :liJ'-s ::"lol t . " :Q :!l i3 "" l liS lSl:ll;;l ..\-. 15 HPS!iIl \19 ~ ~ ~ z ~ < ~ ;; -or- ..~. :.:: "-' ~. SCHEDULE A 'fi) ((~ t\)Lb\fitJ ~S ~\>LWPIDt ~ ().A)N~St\\~ }l\ou<::t\G~S ~rt Order Nwnber: 00023219 1. Effectivedate: September 16, 1996 at 7:30 A.H. 2. Policy or Policies to be issued: (a) A.L.T.A. Owner's (Standard) Amount of Insurance $ 96,250.00 Proposed Insured: JANE SHERRY (b) A.L. T.A. Mortgagee's (Standard) $ Proposed Insured: (c) Leasehold $ Proposed Insured: 3. The estate or interest in the land described or referred to in this Commitment and covered herein is fee simple 4. Title to the fee simple estate or interest in said land is at the effective date hereof vested in: THE nlDEPENDENCE COMPANY, A COLORADO LIMITED PARTNERSHIP 5. The land referred to in this Commitment is described asfollows: See Attached Legal Description STATEMENT OF CHARGES These charges are due and payable before a Policy can be issued. 1992 OWners Premium $ 519.80 Tax Certificate $ 10.00 Authoriud Countersignature B Section 1 Order Number: 00023219 REQUIREMENTS The following are the requirements to be complied with: ltem (a) Payment to or for the account of the grantors or mongagors of thefull consideration for the estate or interest to be insured. Item (b) Proper instrUment(s) creating the estate or interest to be insured must be exectued and duly filed for record, to wit: 1. Partial Release or Deed or Trust dated August 21, 1985, executed by Robert B. Goldberg, to the Public Trustee or Pitkin County to secure an indebtedness or $2,400,000.00 in ravor or Morgan Guaranty Trust Company or New York, recorded September 12, 1985 in Book 494 at Page 984 as Reception No. 271376. NOTE: Assignment or Rents recorded september 12, 1985 in Book 494 at Page 992 as Reception No. 271377, given in connection with the above Deed or Trust. NOTE: Modirication to Deed or Trust, security Agreement, and Financing statement recorded July 14, 1992 in Sook 683 at Page 454 as Reception No. 346739, given in connection with the above Deed or Trust. 2. Partial Termination Statement ror Financing statement rrom Robert B. Goldberg, debtor(s), to Morgan Guaranty Trust Company Or New York, secured party, riled July 3, 1992 in Book 683 at Page 540 as Reception No. 346419, giving notice or a security interest pursJant to the Uniform Commercial Code. 3. Partial Termination statement ror Financing Statement rrom Gerald Luss, debtor(s), to Morgan Guaranty Trust Company or New York, secured party, riled July 3, 1992 in Book 682 at Page 544 as Reception No. 346420, giving notice or a security interest pursuant to the Unirorm Commercial Code. 4. Partial Termination Statement ror Financing Statement rrom The Independence Company, debtor(s), to Morgan Guaranty Company or New York, secured party, riled July 3, 1992 in Book 682 at Page 548 as Reception No. 346421, giving notice or a security interest pursuant to the Unirorm Commercial Code. 5. Certiricate or Limited Partnership issued by the Secretary or state in which said Certiricate is riled, or Certiricate or Good standing issued by the Secretary or State or Colorado, identirying The Independence Company, a Colorado Limited Partnership, as a limited partnership in good standing. AND Trade Name Afridavit disclosing the names or the general partners and other inrormation required by '73 CRS 7-71-101. NOTE: Ir any general partners are themselves partnerships, trusts or corporations, additional documentation for said entities will be required. 6. Deed, executed by all current general partners or The Independence Company, a Colorado Limited Partnership, conveying ree title to the purchaser(s). NOTE: Ir the Partnership Agreement ror said The Independence company requires Continued on next page -1- ,-, , Continuation or Schedule B - Section 1 Order Number: 00023219 less than all or said General Partners to execute said Deed we must be provided with a copy or said Partnership Agreement. 7. Certiricate rrom the management group evidencing the ract that all Condominium expenses have been paid pursuant to Paragraph No. 27 or the Condominium Declaration. 8. w ~()jI.)~ Evidence satisractory to Stewart Title Guara Company, rurnished by the Orrice or the Town Manager, Town or sno ss Village, that the real estate transfer tax, pursuant to Town Counc' Ordinance No.5 (Series of 1986), has been paid, or that conveyance is_ empt rrom said tax. 9. A. Certiricate or non-roreign status, duly executed by the se11er(s), pursuant to Section 1445 or the Internal Revenue Code AND B. Satisractory evidence or the se11er(s) Colorado residency (or incorporation) pursuant to Colorado House Bill 92-1270. NOTE: Section 1445 or the Internal Revenue Code requires withholding or tax rrom sales proceeds ir the transreror (seller) is a roreign person or entity. Colorado House Bill 92-1270 may require withholding or tax rrom sales proceeds ir the se11er(s) is not a Colorado resident. Detailed inrormation and Forms are available rrom stewart Title. -2- " .' "'::::'~"";::'mf,,';?lt~~~~~_~~~~!'l':N'~";'~""'" ''1''"'.'' '\';i'"\1'SCHEDULE B Section 2 -,'-".'P" ,-, Order Number: 00023219 EXCEPTIONS The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of panies in possession, not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Discrepancies, conflicts in boundary lines, shonage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, ifany, created,first appearing in the public records or attaching subsequent to the effective date hereof, but prior to the date the proposed insured acquires of record for value the estate or interest or mongage thereon covered by this commitment. 6. Unpatented mining claims; reservations or exceptions in patents, or an act authorizing the issuance thereof,' water rights claims or title to water. 7. Any and all, unpaid taxes and assessments and any unredeemed tax sales. 7 8. o Exceptions and reservations as set forth in the Act authorizing the issuance of the Patent ror the City and Townsite or Aspen recorded March 1, 1897 in Book 139 at Page 216 as Reception No. 60156. /9. Any rights to minerals underlying the evidenced by Quit Claim Deed recorded as Reception No. 263548. East 18 reet or Lot A, Block 96 -- October 25, 1984 in ~ook 475 at Page 67 10. Restrictions and limitations ,,( as set rorth in Ci ~. April 3, 1973 in 274 at Page J recorded April 3, 1973 in 00 related to the establishment or a Pedestrian Mall ution No. 60 (series or 1973) recorded Rece tion No. 158616 and in statement Page 215 s Reception No. 158615. 11- J Terms, conditions, obligations and restrictions as s~~~aEth-in Notice of Historic Designation recorded January 13, 1975 in B~k 295 at pag~ Reception No. 172512, and in Aspen City Ordinance No. ~eLie" r 1974. 12j Terms, conditions and obligations as set rorth ' gree ts evidenced by Assignments recorded December 28, 1964 in B~ k 21~~g~ 531 ~ Reception No. 119573, and recorded Novemher 26, 1975 in B OK:fU~ at ~a~~ Reception No. 179690. 13/ Terms, conditions, obligations and restrictions as set rorth in Encroachment " Agreement between The~epeR~ee cempa~nd the City or Aspen recorded February 28, 1986 in 0 -506 at Page 38~Reception No. 275994. 1:) Terms, conditions, obligations and restrictions as set forth in Statement of Exemption rrom the Full subdivision Process recorded February 28, 1986 in Book continued on next page ,;",\>><;(11.,'.' ,-, ,-, ..'" continuation or Schedule B - section 2 Order Number: 00023219 f~p~~ as Reception No. 275995. 15.~: asements and Restrictions as set rorth on the Condominium Map rO&-Zlle~ . Independence Building, ~ condominium, recorded February 28, 1986 ~~k 18 at Page 54 as Recept~on No. 275993. ' 16, Terms, conditions, obligations and restrictions as set rorth in the Condominium Declarat~9~~nce Building, a Condominium, recorded February 28, .J. 1986 in 00 506 at Paqe 351..:as Reception !{9~ and the First Amendment J thereto recor e r~l 18, 1986 in Boo 509 at Page 2 as Reception No. 277323, and Certiricate of Release or ~e Indep e Building rrom Certain Restriction recorded May 18, 1995 in ook 781 at Page 40 as Reception No. 381435. -",,- ~f Terms, conditions, obligations and restrictions as set forth Covenants, Restrictions, and Conditions for The Inpepend Condominiums, recorded February 28, 1986 ~j~06 at Page No. 275996. ~ in Declaration of 'lding 390 s Reception NOTE: Provided that stewart Title or Aspen, Inc. records the documents or conveyance ~n the proposed transaction the status or title will be updated rrom the time or this commitment to the time or said recording. Ir said update reveals intervening liens or changes in the status or said title appropriate action(s) will be taken to disclose or eliminate said change prior to the recording or said documents. NOTE: Policies issued hereunder will be subject to exclusions set rorth in the ALTA 1992 Policy rorm. Policy Jacket, setting rorth said terms, conditions made available upon request. the terms, conditions, and Copies or the 1992 rorm and exclusions, will be 1""". ,-, '. , . SCHEDULE A Order Number: 00023219 LEGAL DESCRIPTION Lodge Unit 203, THE INDEPENDENCE BUILDING, a condominium, as derined and described in the Condominium Declaration ror The Independence Building, a condominium, recorded in Book 506 at Page 351 or the records or the Clerk and Recorder or Pitkin County, Colorado, and the condominium map for The Independence Building, a condominium, recorded in Plat Book 18 at Page 54 or the records or the Clerk and Recorder or pitkin County, Colorado. County or Pitkin, State or Colorado also known as Lodge Unit 203, 501 East Cooper Avenue, Aspen, Colorado 81611. . ,.'.'~""''\ '," ~. , . f""'"'\ 1""""\ I /) r. . /., _ {./ ..Ya\-j ".)j .....' THE INDEPENDENCE COMPANY . CERTIFICATE OF LIMITED PARTNERSHIP The undersigned, having formed a Limited Partnership pursuanl to the Uniform Limited Partnership Law of the State of Colorado, do hereby make, certify to, and file this certificate of Limited Partnership pursuant to Article 61, Title 7, Section 103 of-the Colorado Revised Statutes 1973. I. ,The name of the Limited Partnership is, THE INDEPENDENCE COMPANY. II. The character of the business of the Limited Partnership is to acquire, own, operate, manage; mortgage, lease, improve and othen.ise deal in and with that certain parcel of developed real property more fully identified and described as Lots A and B and the West 7 1/2 feet of Lot C, Block 96, City and To\Yn- site of Aspen, togethe~ with all improvements thereon, also known as street and number 501 East Coope~ Avenue, Aspen,Pitkin Cc III. " , The location, of t~e principal place of business of the Limited Partnership is c/o Fairfield and Woods, 1600 Colorado ; National Building, 950 Seventeenth Street, Denver, Colorado 80202, , or at such other location as the general partners may from,tim~ to time determine. IV. The name and place of residence of each member, General and Limited Partners being respectively designated, are as shown on Exhibit A attached hereto and incorporated by reference. ,-, ,,-,., V. The term for which the Limi ted Partnership is' to exist is from the date of the filing of this Certificate of Limited Part- nership with the Clerk and Recorder of the city and County of Denver, State of Colorado, until the first to occur of the fo11ow- .' ing: A. December 31, 1999; B. .Any disposition by the partnership of all or substantially all of its prope;rty; , , c. The decision of the General Partners to dissolve or terminate the partner~hip; D. Upon the death, retirement, resignation, bankruptcy, expulsion or adjudication of insanity' or incompetency of a General Partner, unless the remaining General Partner elects to continue the partnership; E. In the event of the death, retirement, resignation, bankruptcy, expulsion or adjudication of insanity o~' incompetency of both Partners,. the partnership shall be dissolved unless the Limited, Partners elect to continue the partnership as provided in the Partnership Agreement. VI. , . The Limited Partners shall contribute cash to the partnershio in the aggregate amount of $1,188,000.00, each Limited Partner contributing the amount shown on Exhibit A attached hereto. VII. The Limited Partners have not agreed to make any additional capital contributions. VIII. The time when the contribution of each Limited Partner is to be returned is as follows: " . -2- <'"..".." .",,,,~_~,.',,'.v;c.,,'" ... ..;.- .. f',. f'" . . , A. Upon the discretion of the General Partners, to I ; " distributed in cash or kind; B. Upon dissolution of the partnership; C. Upon termination of the partnership. IX. , The shire of the profits or other compensation by way of income which eac}vLimi ted Partner shall receive by reason of hi contribution shall be determined on the basis of the Limited Partner's percentage interest in the Limited Partnership. X. A Limited Partner may substitute an assignee as contributo in his place, subject to the following: A. He will not transfer, sell or dispose of, or soli, offers to buy, all or any portion of his partnership interl (1) In any manner which would violate or cause the partnership or the General Partners to violate applicable- federal' and' state' securities' laws; (2) Without first obtaining the prior written consent of the' General Partners to any such transfer{ sale disposition or solicitation. B., No, such, transfer shall be initiated or consununated w~thin a period of twelve months from the date of the Partnership Agreement el) No sale or exchange of an interest in the Partner- ship may be made if the interest sought to be sold or exchanged, when added to the total of all other'interests, sold or exchanged within a periOd of twelve months prior to such proposed sale or exchange{ could cause such proposed sale or exchan~ to result in termination of the Partnership under Section 708 of the Internal Revenue Code of 1954{ ,as amended; -3- . ("""'\. . ,,-,, ,."".': . ~" . (2) no interest in the Partnership may be sold or exchanged unless the registration provisions of the Securities Act of 1933, as amended, have been com- plied with or, in the opinion of counsel to the ! Partnership, compliance with such provisions is not required. (3) no transferee of a Limited Partner's Partnership . interest shall become substituted as a limited partn in the partnership unless and until he shall have evidenced his consent and agreement to be bound by all of the terms and provisions of the Partner- ship Agreement, and to assume as such a substituted limited partner all of the obligations of his trans- feror hereunder, by executing and acknowledging a counterpart of an amendment of the Partne~ship Agree ment, an amendment to this Certificate of Limited Partnership and such inst=uments,. undertakings, financial or other questionnaires and other documeni as the General Partners may request. Such substi- tution shall then become effective upon the effecti' ness of such amendment to such Certificate of LimitE Partnership. ,As a further condition to such sub- stitution, such transferee s~all also be required to pay the Partnership's costs and expens~s, includ: but not limited to legal fees and disbursements, in connection with the accomplishment of the same. C. Upon the death of'a Limited Partner, his estate or legal represen~ative shall have all of the deceased Limited Pa~t- ner's rights and obligations in the Partnership, subject to the terms and conditions of the Partnership Agreement. . '" '. -4- . . . .. " ~ r'\ .:; .r'\, . . XI. No right is given for the Partners to admit additional Limited Partners. XII. No righ~ has been given one or more of the Limited Partners to priority over other Limited Partners as to contributions or as to compensation byway of income. xrx:j:. The death, retirement, resignation, bankruptcy, expulsion or adjudication of insanity or incompetency of a General Partner shall cause dissolution and termination of the Partnership, unless the remaining General Partner elects to continue t~e Partnership. A. In the event of the death, retirement, resignation, expulsion or adjudication of insanity or incompetency of both General Partners, the Partnership shall be dissolved and tern ated unless the holders, of' Sl%,of the aggregate'percentage interests'. of the' Limited, Partners, elect, to' continue' the Partnership. XIV. No limited partner shall.have the right to demand property other than cash in return'for'his, contribution. Each Limited Partner shall accept and receive' real or'personal property in kind or an undivided interest in property if the General Partners so determine. xv. The-Limited Partnership Agreement,. a copy'of'which has been signed by each of the Limited Partners, contains a power of attorney appointing each of the General Partners as Attorney- in-Fact for the Limited Partners for the purpose of, among other things, executing ,acknowledging , delivering, filing, recording and publishing this' Certificate of Limited Partnership required by the Uniform Limited Partnership La~ of the state of Colorado. -c;- ' .. I.~" . . ..-" I""" , . . . . IN WITNESS WHEREOF, the undersigned, being partn~r/of THE INDEPENDENCE COMPANY, has'subscribed this 39th day of APrif" 1980. /1 t I; I . I r. :. I / i! 'i I I .. / GENEltArJ PARTNER: Ii . GERALD I 7nera1 USS tner , j i . . \, I . , . , .' , . a General his name . ..."" , , r-. r-. . . . '. . STATE OF NEW YORK ) .: ss. : " COUNTY OF NEW YORK ) The foregoing instrument was acknowledged before me this 30th day of April, 1980, by GERALD LUSS, a General Partner 'of THE INDE~ENDENCE COMPANY, a limited partnership. Witness my hand and official seal. My commission expires Mqre~ 37>, J9g J- - ...--- , ,- ~ Notary Romr KAY '!lotary P.blic. Stale of NelV York \ No. 3J.71&7680 " O..lIIied in ne., Vork Co.nty Jerm E>pires March 3D, '98). ~ . . , , .....,,,..;.;,"',,,..,.,,,,,,.,),j..,,, ,""~,;;,:,,,,".". . .. {", .' : J . " f"'""',. - . .',: ,-, . . , . STATE OF NEW YORK ) COUNTY OF NEW YORK ) .55.: . The foregoing instrument was acknowledged before me this ~Oth day of April, 1980, by ROBERT GOLDBERG, a Genera~, Partner of THE INDEPENDENCE COMPANY, a limited partnership. Witness my hand and official seal. ;1/Qrch '3b.119f{}. My commission expires CAIw1 /. Notary Public:, r I . ROSERT , KAY Notary Public. SI.le ., IJe:, York " l~o. 3'~i;~;oi13 Vu,lIlted ,in II." Yc:k Cou.tv 101m up"e, Ma,ch 30, 15'2. '. . .~" ,.,"",..,_".,"'-.,d,,'..."''''''''',._.,.'.''"\-'OIIi;lIl....,;;'._''''',.,.;...'....A.............~ .... , ",'. "'.:-;.'.:.:,.~...;,:.;(:: . r-, . . " ..;.',....,;..~;:~~:..~...\.. ~ . . IN WITNESS WHEREOF, the undersigned, being a General Partner and all the Limited Partners of THE INDEPENDENCE COI~ANY, have subscribed their names this 30th day of April, 1980. LIMITED PARTNERS: Alan V. Schwartz By:~i~ 7... Robert Goldberg I Attomey-In-Fact Mel BrookS~ BY: ~ / Robert Goldberg, A1ftomey-In-Fact Carol r:l h BY: ~. . 7 Robert Goldberg "Attomey-In-Fact Milton ;psa~ BY: ou!d '7 Robert Goldberg, (Attomey-In-Fact Attomey-In-Fact ldberg, A1f1:omey-In-Fact I LIMITED PARTNERS: Attomey-In-Fact Tom t I I I , I 1 BY: R .BY: Robert 'Gold Howard R~~ BY: IZ:rI/L . Robert oldb1:rg, Aye? - F ( mey-.m- act Edward Labunski BY: ' R I i I tomey-In-Fact ' I. I I \ I I r I " . , '~;".i';' r', Limited Partners Alan V. Schwartz Barovick, Konecky, Braun, Schwartz One Dag Hammarskjold Plaza New York, N. Y. 10~07 Mel Brooks c/o Goldberg Stillman 500 Fifth Avenue New :York, N.Y. Carol Hall 830 Park Avenue Apt. lOA New York, N. Y. 10021 Milton Psaty 32-45 Queens Blvd. LIC New York 11101 Alcoin, Inc. c/o Allen Gli ck 1547 El Camino del Teatro La Jolla, California 92037 Peter Sh.affer 173 Riverside Drive, Apt. 16C New York N.Y. 10024 Nephi Productions, Inc. 4024 Radford' Avenue Studio City, California 91604 Stanley Gillette 650 Park Avenue New York, N. Y. 10021 Tom Meeh'an, 484 West 43d Street, Apt. 315 New York, New York 10036 Bernard J. Stein 9 \'loodland Rd. Roslyn, N.Y. 11576 Jordan P. Davis 4039 Camellia Ave. Studio City, California 91604 Howard Rothberg 1706 N. Doheny Drive Los Angeles, California 90069 Edward Labunski c/o Goldberg Stillman 500 Fifth Avenue, N.Y.,N.Y. 10036 .' Robert Gordon 6 Short Drive Roslyn, N.Y. 11576 'IrWin Selden :t",() n1 r1 r,....."'l-t T"I-'~:~f! ~n. EXHIBIT A & Kay ,-, % of Ownershio , .",..^"r'...--\ ,............ 3.167 16.667 16.667 8..333 8.333 8.333 8.333 4.167 4.167 4.167 4.167 '4.167 " 4.167 2.083 2.083 $ Investmel $38,POO.OO 200,000.00 200,000.00 100,000.00 100,000.00 100,000.00 100,000.00 50,000.00 50,000.00 50,000.00 50,000.00 50,000.00 . 50,000.00 25,000.00 25,000.00 ...#... tel .J "'-. . .ri .~ , .. , , .,- , , 'STATE OF NEW YORJ< " , ) COUNTY OF NEW YORJ< ) .. 55.: The foregoing instrument was acknowledged before me this 30th day of April, 1980, by ROBERT GOLDBERG as Attorney- In-F.~ct for , Alan V. Schwartz~' Mel Brooks. Ci'lrol Hall, Milton Psaty, Alcoin, Inc., Peter Shaffer. Nephi Prnnnrtion Inc., Stanley Gillette, Tom Meehan, Berni'lrd J. Stf>i n, ;Tnrni'ln P. Davis, Howard Rothberq, Edward Labunski, Robert r~rdon. Irwin 'Selden , Limited Partners of THE INDEPENDENCE COMPANY, a limited partnership 'Wi tness my hand and official seal. My cOITUT\ission expires t1drd 3aJ , ;13 ').. ~Uq Notary Pub~!tc .. P.OCcilT " KAY r:[i1iijJ PehJie, Stile 01 !!C~7 Yort. :~o. Z1.iI3;'ijSD Qt!~lilied in i:~\'J "urit CountY lerm uplres t.~ZH:h3D" 1EE2,. ,