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STATE OF WYOMING
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RECEIVED 1/22/2009 at 3:21 PM
RECEIVING # 944827
BOOK: 713 PAGE: 511
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
COUNTY OF LINCOLN
DURABLE POWER OF ATTORNEY
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Know all men, by these presents that I, ELIZABETH BAXTER, ofthe City of Kemmerer,
County of Lincoln, State of Wyoming, hereby make, constitute and appoint my stepdaughter,
MARSHA B. CLUFF, of 5450 South York, Salt Lake City, Utah, my true and lawful agent or
attorney in fact for me and in my name, place, and stead, and on my behalf, with the following
powers to be exercised in my name and for my use and benefit:
1. General Grant of Power. To exercise or perfonn any act, power, duty, right, or obligation
whatsoever that I now have, or may hereafter acquire the legal right, power, or capacity to
exercise or perfOlTIl, in connection with, arising from, or relating to any person, item,
transaction, thing, business property, real or personal, tangible or intangible, or matter
whatsoever, including, without limitation, the following specifically enumerated powers. I
grant my attorney in fact full power and authority to do everything necessary in exercising
any ofthe powers herein granted as fully as I might or could if personally present, with full
power of substitution or revocation, hereby ratifying and confinning all that my attorney in
fact shall lawfully do or cause to be done by virtue of this power of attorney and the powers
herein granted.
2. Collection Powers. To forgive, request, ask, demand, sue for, recover, collect, receive, and
hold and possess all such sums of money, debts, dues, commercial paper, checks, drafts,
accounts, deposits legacies, bequests, devises, notes, interests, stock certificates, bonds,
dividends, certificates of deposit, annuities, pension, profit sharing, retirement, social
security benefits, insurance benefits and proceeds, any and all documents oftitie, chooses in
action, personal and real property, intangible and tangible property and property rights, and
demands whatsoever, liquidated or unliquidated, as now are, or shall hereafter become,
owned by, or due, owing, payable, or belonging to, me or in which I have or may hereafter
acquire interest, to have, use, and take all lawful means and equitable and legal remedies,
procedures, and writs in my name for the collection and recovery thereof, and to adjust, sell,
compromise, and agree for the same, and to make, execute, and deliver for me, on my behalf,
and in my name, all endorsements, acquittances, releases, receipts, or other sufficient
discharges for the same.
3. Real Property Powers. To bargain, contract, agree for, option, purchase, acquire, receive,
improve, maintain, repair, insure, plat, partition, safeguard, lease, demise, grant, bargain, sell,
assign, transfer, remise, release, exchange, convey, mortgage, and hypothecate real estate and
any interest therein (and including any interest which I hold with any other person as joint
tenants with full rights of survivorship, or as tenants by the entireties), lands, tenements and
hereditament, for such price, upon such tenns and conditions, as my attorney in fact shall
determine.
4. Personal Property Powers. To bargain, contract, agree for, purchase, option, acquire,
receive, improve, maintain, repair, insure, safeguard, lease, assign, sell, exchange, redeem,
transfer, mortgage, hypothecate and in any and every way and manner deal in and with
goods, wares, merchandise, furniture and furnishings, automobiles, bills, notes, debentures,
bonds, stocks, limited partnership interests, certificates of deposit, commercial paper, money
market instruments, and other securities, chooses in action and other tangible or intangible
personal property in possession or in action, for such price, upon such tenns and conditions,
as my attorney in fact shall detennine.
5. Contract Power. To make, do, and transact every kind of business of whatever nature, and
also for me and in my name, and as my act and deed, to sign, seal, execute, deliver and
acknowledge such stock certificates, stock powers, assignments separate rrom certificates,
deeds, conveyances, leases and assignments ofleases, convents, indentures, options, letters
of intent, contracts, agreements, closing agreements, certificates, mortgages, hypothecation,
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bills of lading, bills, bonds, debentures, notes, receipts, evidences of debts, releases and
satisfaction of mortgage, judgments and other debts, waivers of statutes of limitation, and
such other documents and instruments in writing of whatever kind and nature as may be
necessary or proper in the premises, as fully as I might do if done in my own capacity.
6. Banking Powers. To make, receive, sign in my name, indorse, execute, acknowledge,
deliver, and possess such applications, contracts, agreements, options, covenants,
conveyances, deeds, trust deeds, security agreements, bills of sale, leases, mortgages,
assignments, insurance policies, bills oflading, warehouse receipts, documents of title, bills,
bonds, debentures, checks, drafts, bills of exchange, letters of credit, notes, stock certificates,
proxies, warrants, commercial paper, receipts, withdrawal receipts and deposit instruments
relating to accounts or deposits in, or certificates of deposit in any commercial banks, savings
and loan or other [mancial institutions or associations, in my name or in joint name with
another person, proofs of loss, evidences of debts, releases, and satisfaction of mortgages,
liens, judgments, security agreements and other debts and obligations and such other
instruments in writing of whatever kind and nature as may be necessary or proper in the
exercise of the rights and powers herein granted in my sole name or in joint name with
another person, in any bank or financial institution; and to carry on all my ordinary banking
business.
7. Tax Return. To prepare, execute, and file reports, returns, declarations, forms and
statements for any and all tax purposes including income tax, gift tax, real estate tax,
personal property tax, intangibles tax, single business tax, or any other kind of tax
whatsoever, to pay such taxes and any interest or penalty thereon or additions thereto; to
make and file objections, protests, claims for abatement, refund or credit in relation to any
such tax proposed, levied or paid; to signify, as may be required by Section 2513 of the
United States Internal Revenue Code of 1986, as amended, or any corresponding section of
any future United States law, my consent to have one-half (Yz) of any gift(s) made by my
spouse considered as made by me; to represent me and to institute and prosecute proceedings
in court or before any administrative authority to contest any such tax in whole or in part or
for recovery of any amount paid in respect of any such tax, to defend or settle any amount
paid in respect of any such tax, to give full and final receipt for any refund or credit and to
endorse and collect any checks or other vouchers therefor; to pay any and all such taxes and
any interest, penalty or other additional amounts; to employ attorneys, accountants, or other
representatives and grant powers of attorney or letters of appointment thereof for any of the
purposes aforesaid.
8. Safe Deposit Box. To have access to any safe deposit box ofwhich I am a tenant or cotenant
with full power to withdraw or change from time to time the contents thereof; and to
exchange or surrender the box and keys thereto, renew any rental contract therefor, and to
do all things which any depository, association, or bank or its agents may require, hereby
releasing the lessor from all liability in connection therewith.
9. Employ Agents. To employ and compensate agents, accountants, attorneys, appraisers,
financial consultants, real estate brokers and other professional assistants and to retain and
compensate such persons for services rendered; and to waive any attorney/client privilege.
10. Motor Vehicles. To apply for a Certificate of Title upon, and endorse and transfer title
thereto, for any automobile, or other motor vehicle, and to represent in such transfer
assignment that the title to said motor vehicle is free and clear of all liens and encumbrances
except those specifically set forth in such transfer assignment.
11. Settlement Powers. To adjust, settle, compromise, or submit to arbitration any accounts,
debts, claims, demands, disputes or matters which are now subsisting or may hereafter arise
between me and my agent and any other person or persons, or in which any property, right,
title, interest or estate belonging to or claimed by me may be concerned.
12. LegaI Actions. To commence, prosecute, enforce or abandon, or to defend, answer, oppose,
confess, compromise or settle all claims, suits, actions or other judicial or administrative
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proceedings in which I am or may hereafter be interested, or in which any property, right,
title, interest or estate belonging to, coming to or claimed by me may be concerned.
13. Dividends. To receive all dividends which are or shall be payable on any and all shares of
stock in any corporation which may stand in my name on the books of such corporation or
to which elect to reinvest such dividends, all as my agent may deem appropriate.
14. V ote Stock. To vote at all stockholder meetings of corporations and otherwise to act as my
proxy or representative in respect of any shares now held or which may hereafter be acquired
by me therein and for that purpose to sign and execute any proxies or other instruments in
my name and on my behalf.
15. Transfer of Stock. To sell, assign, transfer, and deliver all and any shares of stock standing
in my name on the books of any corporation, or which I may be, in equity or otherwise,
beneficially entitled, and for that purpose to make and execute all necessary acts of
assignment and transfer.
16. Insurance and EmpIoyee Benefit Plans. To redeem, surrender, borrow, extend, cancel,
amend, pledge, alter or change, including change of beneficiary, any insurance policies in
which I may have an interest, as my attorney in fact may deem proper and expedient, and for
such purpose to sign and execute any documents, affidavits or forms required in my name
and on my behalf, except however, my attorney in fact shall have no power and authority
over life insurance policies I may own on my attorney in fact's life; and to exercise all powers
and options involving retirement programs, compensation plans, pension, profit sharing and
other employee benefit plans.
17. SociaI Security and GovernmentaI Benefits. To make application to any governmental
agency for any benefit or government obligation to which I may be entitled; to endorse any
checks or drafts made payable to me rrom any government agency for my benefit, including
any social security checks.
18. Business Interests. To continue to conduct or participate in any business in which I may be
engaged or to carry out, modify, or amend any agreement to which I may be a party, and to
sell, exchange, modify, or terminate such interest to or with such person or persons as my
agent may deem proper and on such terms and with such security as my agent may deem
appropriate; to execute partnership agreements, and amendments thereto; to incorporate,
reorganize, merge, consolidate, recapitalize, sell, liquidate or dissolve any business; to elect
or employ officers, directors and agents; and to carry out the provisions of any agreement for
the sale of any business interest or the stock therein.
19. Debts and Expenses. To pay, compromise, and settle any and all bills, loans, notes, or other
forms of indebtedness owed by me at the present time, or which may be owed by me or
incurred by my agent hereunder for my benefit at any time in the future, and incur and pay
rrom any of my assets or property all reasonable expenses in connection with control,
management, and supervision of my property, and the maintenance, support, care, and
comfort of myself and those dependent upon me, including reasonable compensation for the
services of my attorney in fact, and including the fees and charges of such agents, attorneys,
accountants, or others as my attorney in fact may, in the exercise of his discretion, employ
in the management of any of my affairs.
20. Investments. To invest and reinvest in loans, stocks, bonds, including United States Bonds
purchased at a discount but redeemable at face value, securities, real estate, life insurance,
annuities, or endowment policies or combination thereof, or in any other investment which
my attorney in fact may deem proper; to reduce the interest rate at any time and from time
to time on any mortgage or land contract; to deal with and give instructions to any brokerage
firm with respect to the purchase, sale or other disposition of securities and other assets; to
add assets to or withdraw assets rrom any account in my name and sign any representation,
certification or agreement, including agreements regarding margin, option trading, or
commodities accounts, that my attorney in fact deems advisable.
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21. Personal and Medical Care. To make each and every judgment necessary for the proper
and adequate care and custody of me and my family; to hire, fire, employ, pay for and
discharge such domestic help, social services, nursing services, and practical and/or
registered nurses or any other support personnel responsible for my health and personal care,
as my attorney in fact may determine to be in the best interest of my health; to execute or
complete an advance directives for treatment form, including revising, changing or
overriding a form I may have completed; and to give an informed consent or an informed
refusal on my behalf with respect to my physical and mental health care and comfort,
including specifically, by way of illustration only and not by way of limitation:
a. Any medical care, diagnosis, surgical procedure, therapeutic procedure and/or other
treatment of any type or nature including but not limited to the cessation or
withdrawal of any and all types of medical care, treatment, surgical procedures,
diagnostic procedures, medication, and health care;
b. Any physical rehabilitation program;
c. Any dental procedure;
d. Any psychiatric or psychological care or treatment;
e. The admission to or discharge :lÌom any hospital, medical center, rehabilitation
center, nursing home, residential care, assisted living or similar facility or services,
or mental institution;
f. The use of any drugs, medication, therapeutic devices, or other medicines or items
related to my health;
g. The execution of waivers, medical authorizations and such other approval as may be
required to permit or authorize care which I may need and to disclose the contents of
my medical records to others;
h. The waiver of any doctor/patient privilege;
and in general to take and authorize all acts with respect to my health and well being, and to
expend all amounts in connection therewith, to the extent that I could, if mentally competent
to do so. The prices, costs, expenses and compensation incurred in furtherance of the
foregoing are all to be within the sole and absolute discretion of my attorney in fact.
Regarding the Health Insurance Portability and Accountability Act of 1996 (also
known as HIPAA), 42 USC 1320d and 45 CFR 160-164:
a. I intend for my attorney-in-fact to be treated as I would be with respect to my rights
regarding the use and disclosure of my individually identifiable health information
or other medical records. This release authority applies to any information governed
by the Health Insurance Portability and Accountability Act of 1996 (also known as
HIPAA), 42 USC 1320d and 45 CFR 160-164.
b. I authorize any physician, healtb. care professional dentist, health plan, hospital,
clinic, laboratory, pharmacy or other covered health care provider, any insurance
company and the Medical Information Bureau, Inc. Or other health care
clearinghouse that has provided treatment or services to me or that has paid for is
seeking payment :lÌom me for such services to give, disclose and release to my
attorney-in- fact, without restriction or reservation, all of my individually identifiable
health information and medical records regarding any past, present or future medical
or mental health condition.
c. The authority given my attorney-in-fact shall supersede any prior agreement that I
may have made with my health care providers to restrict access to or disclose of my
individually identifiable health information.
d. The authority given my attorney-in-fact has no expiration date and shall expire only
in the event that I revoke the authority in writing and deliver it to my health care
provider.
I grant to said attorney in fact full power and authority to do, take, and perform all
and every act and thing whatsoever requisite, proper, or necessary to be done, in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as I might
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or could do if personally present, with full power of substitution or revocation, hereby
ratifying and confinning all that said attorney in fact, or his substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the rights and powers
herein granted.
My attorney-in-fact shall incur no personal financial liability for any health or
personal care arranged by him for me.
22. Terminate Life Support Systems. To determine whether and when life support shall be
withdrawn from me. ill this connection I intend this document to be and include hereby all
aspects of a Durable Power of Attorney for Health Care as provided under Sections 3-5-201
through 3-5-213 of the Wyoming Statutes (as they exist at this date or are subsequently
amended), and it is my intent by this Power of Attorney, Durable Power of Attorney, or
Declaration to grant to my agent all authority permitted by Wyoming law to give directions
regarding the use of life-sustaining procedures, and to contest the fees and charges of any
health care providers for services rendered by them contrary to my desire that life-sustaining
procedures be withheld if they only serve to prolong the dying process.
Being of sound mind, I willfully and voluntarily make known my desire that my
dying shall not be artificially prolonged and do hereby declare:
a. If at any time I should have an incurable injury, disease or other ilhless certified to
be a terminal condition by two (2) physicians who have personally examined me, one
(1) of whom shall be my attending physician, and the physicians have determined
that my death will occur whether or not life sustaining procedures are utilized and
where the application of life sustaining procedures would serve only to artificially
prolong the dying process, I direct that such procedures be withheld or withdrawn,
and that I be permitted to die naturally with only the administration of medication or
the performance of any medical procedure deemed necessary to provide me with
comfort care.
b. In addition to those conditions defined as a "terminal condition" at Wyo. Stat. § 35-
22-101(a)(ix), as currently enacted and as amended from time to time, a terminal
condition shall include any coma or permanent vegetative state from which there is
no known hope of regaining awareness and higher mental functions regardless of
treatment.
c. I specifically direct that all artificially introduced nourishment (food) and hydration
(water) be withheld or withdrawn.
d. In the absence of my ability to give directions regarding the use of such life
sustaining procedures, it is my intention that this declaration shall be honored by my
family and physician(s) and agent as the final expression of my legal right to refuse
medical or surgical treatment and accept the consequences from such refusal.
23. Restrictions on Attorney in Fact or Agent's Powers.
a. My agent CaIIDot execute a Will or Codicil on my behalf.
b. My agent cannot execute any trust on my behalf; however, my agent can enter into
a custodial agreement with a financial institution having trust powers.
c. My agent cannot divert the beneficial use of my assets to herself, her creditors, or her
estate (although my agent may have legal title to the same by virtue of joint
ownership or otherwise).
d. My agent shall not exercise, and shall not be vested with any incidents of ownership
as to insurance policies insuring my agent's life, owned by me.
e. My agent is a fiduciary, possessing no general or limited power of appointment.
f. My agent shall not exercise any powers which I received from my agent in a fiduciary
capacity, and my agent shall have no authority to exercise any powers, the exercise
of which would cause assets ofmine to be considered as taxable in my agent's estate
for the purpose of the federal estate tax.
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24. Benefit Planning. My agent shall be authorized on my behalfto take such steps as shall be
necessary to ensure or enhance my eligibility for governmental, medical and other benefits.
The power of my agent shall arise only with respect to transactions which might involve
transfers to my agent or the entry into contractual relationships with my agent in my agent's
individual rather than fiduciary capacity. My agent's power shall include but not be limited
to: the power to enter into an agreement with my agent with respect to the division of assets
which might be jointly owned by myself and my agent; to make transfers of property to my
agent; to discharge any legal obligation of support I might have with respect to my agent; to
acquire assets jointly with my agent; to convert assets which might be considered in reducing
available governmental benefits into assets which would be exempt from such consideration;
to expend more assets for the j oint benefit of myself and my agent; and to take any and all
other actions which might retain, secure, or enhance my eligibility for governmental benefit
regardless of whether my agent might incidentally benefit as well.
26. Full Power and Authority. I grant to said attorney in fact full power and authority to do,
take, and perfonn all and every act and thing whatsoever requisite, proper, or necessary to
be done, in the exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as I might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confinning all that said attorney in fact, or his substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.
27. Ratification. I hereby undertake to ratify everything which my attorney or any substitute or
substitutes, or agent or agents appointed by me hereunder shall lawfully do or cause to be
done in the premises.
28. Revoke Previous Powers of Attorney. I hereby cancel and revoke all previous powers of
attorney executed by me including but not limited to the Durable Power of Attorney and
Living Will that I executed on February 13, 2001, whether or not the same shall have been
filed with the registrar of deeds in any jurisdiction.
29. Interpretation and Governing Law. This instrument is to be construed and interpreted as
a general durable power of attorney. The enumeration of specific powers is not intended to,
nor does it, limit or restrict the general powers herein granted to my agent. Paragraph
headings are for convenience only and are not to be deemed to be part of this instrument.
This instrument is executed and delivered in the State of Wyoming, and the laws ofthe State
of Wyoming shall govern all questions as to the validity ofthis power and construction of
its provisions.
3 O. Third- Party Reliance. Third parties may rely upon the representation of my agent as to all
matters relating to any power granted to my agent, and no person who may act in reliance
upon the representations of my agent or the authority granted to my agent shall incur any
liability to me or my estate as a result of pennitting my agent to exercise any power, and for
the purpose of inducing third parties to rely on this power of attorney, I warrant that, ifthis
power is revoked by me or otherwise tenninated, I will indemnify and save such third party
hannless from any loss suffered or liability incurred by such third party in good faith reliance
on the authority of my agent prior to such third party's actual knowledge of revocation or
tennination of this power of attorney whether such tennination is by operation of law or
otherwise. This warranty shall bind my heirs, devises and personal representatives.
31. Photographic Copies. Photographic or other facsimile reproduction ofthis executed power
may be made and delivered by my agent and may be relied upon by any person to the same
extent as though the copy were an original. Anyone who acts in reliance upon the
representation or certificate of my agent, or upon a reproduction ofthis power, shall not be
liable for pennitting my agent to perfonn any act pursuant to this power.
32. Effective Date. This power of attorney shall become effective immediately upon my signing
below and shall be and remain effective indefinitely thereafter notwithstanding my
subsequent disability or incapacity. The authority of my attorney in fact shall be exercisable
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notwithstanding any uncertainty as to whether I am alive. Any act done by my attorney in
fact during any period of my disability or incompetency or during any period of uncertainty
as to whether I am alive shall have the same effect as though I was alive, competent, and not
disabled, and shall inure to the benefit of and by me, my heirs, devises, and personal
representatives. For the purposes of determining whether I am disabled or incapacitated I
specifically intend for my attorney-in-fact to be treated as I would be with respect to my
rights regarding the use and disclosure of my individually identifiable health information or
other medical records and thereby waive the privacy protections of the Health Insurance
Portability and Accountability Act of 1996 (also known as HIP AA), 42 USC 1320d and 45
CFR 160-164 so any health care provider of mine may communicate with my designated
attorney-in-fact, even in am not disabled or incompetent.
33. Alternate Power of Attorney. In the event that my stepdaughter, MARSHA B. CLUFF is
unable to serve as my attorney, should she predecease me or by reason of her disability as
evidenced in writing by a physician licensed in the United States, then I direct that my
stepdaughter, JEANENNE W ARENSKI, of3665 S. 2175 E., Salt Lake City, Utah, shall act
as attorney for me and in my name pursuant to the terms of this power of attorney and I
hereby undertake to ratify everything which my attorney might do or cause to be done in the
premises here under.
NOTICE
This document has significant medical, legal and possible ethical implications and
effects. Before you sign this document, you should become compIetely familiar with these
implications and effects. The operation, effects and implications of this document may be
discussed with a physician, a lawyer and a clergyman of your choice.
Dated this 17th day of July, 2008.
t'~~f;l~
ELIZAB TH BAXTER
In witness whereof, I have signed this Durable Power of Attorney this 17th day of July, 2008.
th ~ ¡$~
ELIZABØTH BAXTER
I declare under penalty of peljury under the laws of Wyoming that the person who signed or
acknowledged this document is personally known to me to be dependable, that the principal signed
or acknowledged this Durable Power of Attorney in my presence and that the principal appears to
be of sound mind and under no duress, fraud, or undue influence, that I am not the person appointed
as attorney in fact by this document, and that I am not a treating health care provider, an employee
of a treating health care provider, the operator of a community care facility, an employee of an
operator of a community care facility, the operator of a residential care facility, nor an employee of
an operator of a residential care facility.
I further declare under penalty of perjury under the laws of Wyoming, that I am not related
to the principal by blood, marriage, or adoption, and to the best of my lmowledge, I am not entitled
to any part of the estate of the principal upon the death of the principal under a will existing or by
operation oflaw.
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Witness
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SUBSCRIBED AND SWORN to before me by Joseph B. Bluemel, Yoshiye Tanaka, and
Elizabeth Baxter, this 17th day of July, 2008.
Witness my hand and official seaL
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NOTARY PUBLIC
My Commission Expires: 3/24/2011
Durable Power of Attorney
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