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Home My WebLink About20130831.tiffr u CLERK TO THE BOARD PHONE (970) 336-7215. Ext. 5226 FAX: (970) 352-0242 P O BOX 758 GREELEY, COLORADO 80632 April 1, 2013 Colorado Department of Revenue Liquor Licensing Division 1375 Sherman Street Denver, CO 80261 RE: Crow Valley Liquor, LLC Crow Valley Liquor, LLC, dba Crow Valley Liquor, filed application materials for a new Retail Liquor License in our office on March 28, 2013, and requested a Concurrent review of the application materials, and paid the required $100.00 fee. PERMISSION GIVEN FOR THIS APPLICATION TO BE FORWARDED TO THE LIQUOR ENFORCEMENT DIVISION FOR CONCURRENT REVIEW BY Do gas Rad=macher Chair Pro -Tern, Board of Weld County Commissioners Enclosed is a copy of the application submitted to our office for a new liquor license for Crow Valley Liquor, LLC, dba Crow Valley Liquor, and the required application fee. If you have questions or need additional information, please do not hesitate to contact me at (970) 336-7215. Extension 5226. Very truly yours, Tammy Waters Deputy Clerk to the Board Enclosures: DR8404 (and accompanying documents) Check # 2005 5L-/- (904_ aol3- 0333/ /c ow/ DR 8404 (05/07/09) Page 1 COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION DENVER CO 80261 COLORADO LIQUOR RETAIL LICENSE APPLICATION 21 ® NEW LICENSE 0 TRANSFER OF OWNERSHIP 0 LICENSE RENEWAL • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN • APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL LICENSE FEE $ 37.50 • APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE(Call 303-370-2165) DEPARTMENT USE ONLY 1. Applicant is applying as a ❑ Corporation ❑ Partnership (includes Limited Liability and Husband and Wife Partnerships) ❑ Individual Limited Liability Company ❑ Association or Other 2. Applicant If an LLC, name of LLC; if partnership, at least 2 partner's names; if corporation, name of corporation Crow Valley Liquors LLC Fein Number 46-1299475 2a. Trade Name of Establishment (DBA) Crow Valley Liquors State Sales Tax No. ��- 135o S. Address of Premises (specify exact location of premises) 37937 Hwy 14 Business Telephone TBD City Briggsdale County Weld State CO ZIP Code 80611 4. Mailing Address (Number and Street) PO Box 101 City or Town Briggsdale State Co ZIP Code 80611 5. If the premises currently have a liquor or beer license, you MUST answer the following questions: Present Trade Name of Establishment (DBA) IV I/4 Present State License No. NI, Present Class of License N IA Present Expiration Date NIF1 LIAB SECTION A NONREFUNDABLE APPLICATION FEES 2300 O Application Fee for New License $1,025.00 2302 m Application Fee for New License - w/Concurrent Review. $1,125 00 2310 O Application Fee for Transfer $1,025.00 (JAB SECTION B LIQUOR LICENSE FEES 1905 ❑ Retail Gaming Tavern License (City) $500.00 1906 0 Retail Gaming Tavern License (County) $500.00 1940 O Retail Liquor Store License (City) $227.50 1941 0 Retail Liquor Store License (County) $312.50 1950 ❑ Liquor Licensed Drugstore (City) $227.50 1951 O Liquor Licensed Drugstore (County) .. .. $312.50 1960 ❑ Beer and Wine License (City) $351.25 1961 ❑ Beer and Wine License (County) $436.25 1970 ❑ Hotel and Restaurant License (City) $500.00 1971 ❑ Hotel and Restaurant License (County) $500.00 1975 0 Brew Pub License (City) $750.00 1976 O Brew Pub License (County) $750.00 1980 O Hotel and Restaurant License w/opt premises (City)$500.00 1981 0 Hotel and Restaurant License w/opt premises (County) $500.00 1983 CIManager Registration - H & R $ 75.00 LAB SECTION B (CONT.) LIQUOR LICENSE FEES 1985 ❑ Resort Complex License (City) $500.00 1986 ❑ Resort Complex License (County) $500.00 1988 ❑ Add Related Facility to Resort Complex ... $ 75.00 X Total 1990 ['Club License (City) $308.75 1991 O Club License (County) $308.75 2010❑Tavern License (City) $500.00 2011 ❑Tavern License (County) . $500.00 2012 ❑ Manager Registration - Tavern $ 75.00 2020 IDArts License (City) $308.75 2021 ❑ Arts License (County) $308.75 2030 ❑ Racetrack License (City) $500.00 2031 0 Racetrack License (County) $500.00 2040 ❑ Optional Premises License (City) $500.00 2041 ❑ Optional Premises License (County) $500.00 2045 ❑ Vintners Restaurant License (City) $750.00 2046 ❑ Vintners Restaurant License (County) $750.00 2220 ❑ Add Optional Premises to H & R $100.00 X Total _ 2370 ❑ Master File Location Fee $ 25.00 X Total 2375 ❑ Master File Background $250.00 X _Total DO NOT WRITE IN THIS SPACE - FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION County City Industry Type License Account Number Liability Date Licence Issued Through (Expiration Date) FROM TO State -750 (999) City 2180-100 (999) County 2190-100 (999) Managers Reg -750 (999) Cash Fund New Limnos 2300-100 (999) Cash Fund Trsnehx License 2310-100 (999) TOTAL • DR 8404 (05/07/09) Page 2 APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET Instructions: This check list should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED I. APPLICANT INFORMATION • A. Applicant/Licensee identified. B. State sales tax license number listed or applied for at time of application. ■ C. License type or other transaction identified. • D. Return originals to local authority. ❑ E. Additional information may be required by the local licensing authority. II. DIAGRAM OF THE PREMISES I A. No larger than 8 1/2" X 11". V B. Dimensions included (doesn't have to be to scale). Exterior areas should show control (fences, walls, etc.). V C. Separate diagram for each floor (if multiple levels). ❑ D. Kitchen - identified if Hotel and Restaurant. III. PROOF OF PROPERTY POSSESSION • A. Deed in name of the Applicant ONLY (or) !4 B. Lease in the name of the Applicant ONLY. ❑ C. Lease Assignment in the name of the Applicant (ONLY) with proper consent from the Landlord and acceptance by the Applicant. D. Other Agreement if not deed or lease. IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS !/ A. Individual History Record(s) (Form DR 8404-I). !/ B. Fingerprints taken and submitted to local authority. (State authority for master file applicants.) .. LI C. Purchase agreement, stock transfer agreement, and or authorization to transfer license. • D. List of all notes and loans. V. CORPORATE APPLICANT INFORMATION (If Applicable) A. Certificate of Incorporation (and/or) • B. Certificate of Good Standing if incorporated more than 2 years ago. • C. Certificate of Authorization if foreign corporation. • U. List of officers, directors and stockholders of parent corporation (designate 1 person as "principal officer"). VI. PARTNERSHIP APPLICANT INFORMATION (If Applicable) ❑ A. Partnership Agreement (general or limited). Not needed if husband and wife. VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION (If Applicable) Z A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office). 1 B. Copy of operating agreement. • C. Certificate of Authority (if foreign company). Vill. APPLICATION MANAGER REGISTRATION FOR HOTEL AND RESTAURANT, TAVERN LICENSES WHEN INCLUDED WITH THIS • A. $75.00 fee. • B. Individual History Record (DR 8404-I). DR 8404 (05/07/09) Page 3 8. Is the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stock- holders or directors if a corporation) or manager under the age of twenty-one years? Yes No • 0 7. Has the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation) or manager ever (in Colorado or any other state); (a) been denied an alcohol beverage license? (b) had an alcohol beverage license suspended or revoked? (c) had interest in another entity that had an alcohol beverage license suspended or revoked? If you answered yes to 7a, b or c, explain in detail on a separate sheet. MI !j ❑ iJ ❑ 8. Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the preceding two years? If "yes," explain in detail. ❑ 9. Are the premises to be licensed within 500 feet of any public or private school that meets compulsory education requirements of Colorado law, or the principal campus of any college, university or seminary? ■ rI 10. Has a liquor or beer license ever been issued to the applicant (including any of the partners, if a partnership; members or manager limited liability company; or officers, stockholders or directors if a corporation)? If yes, identify the name of the business and list current or former financial interest in said business including any loans to or from a licensee. if a any ■ '4 11. a. Attach entrances, to Does the Applicant, as listed on line 2 of this application, arrangement? in of have legal possession of the premises by virtue of ownership, lease or other Detail) ■ Ownership A Lease ■ Other (Explain ❑ • If leased, list name of landlord and tenant, and date expiration, EXACTLY as they appear on the lease: Landlord Steven and Chris Schultz Tenant Crow Valley Liquor LLC Expires Dec. 2014 a diagram and outline or designate the area to be licensed (including dimensions) which shows the bars, brewery, walls, partitions, exits and what each room shall be utilized for in this business. This diagram should be no larger than 8 1/2" X 11". (Doesn't have be to scale) 12. Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies), will loan or give money, inventory, furniture or equipment to or for use in this business; or who will receive money from this business. Attach a separate sheet if necessary. NAME DATE OF BIRTH FEIN OR SSN INTEREST Chris A. Schultz 50% Attach copies of all notes and security instruments, and any written agreement, or details of any oral agreement, by which any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit, sales, giving of advice or consultation. 13. Optional Premises or Hotel and Restaurant Licenses Has a local ordinance or resolution authorizing optional Number of separate Optional Premises areas requested. with Optional Premises premises been adopted? N/A (See License Fee Chart) Yes No 0 0 14. Liquor Licensed Drug Store applicants, answer the following: (a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of Yes Pharmacy? COPY MUST BE ATTACHED. N 14 No O ■ 15. Club Liquor License applicants answer the following (a) Is the applicant organization operated solely not for pecuniary gain? (b) Is the applicant organization a regularly operated solely for the object of a patriotic (c) How long has the club been incorporated? (Three years required) and attach: for a national, social, fraternal, patriotic, political or athletic purpose and Yes chartered branch, lodge or chapter of a national organization which is or fraternal organization or society, but not for pecuniary gain? l/I�1 (d) Has applicant occupied an establishment for three years r ! �fi that was operated solely for the reasons stated above? No ■ ■ • I ❑ • 18. Brew -Pub License or Vintner Restaurant Applicants answer the following: Yes (a) Has the applicant received or applied for a Federal Permit? , (Copy of permit or application must be attached) Al' / 4 No ■ 17a. Name of Manager (for all on -premises applicants) application for a Hotel, Restaurant or Tavern License, 17b. Does this manager act as the manager of, or have a licensed establishment in the State of Colorado? If Chris A Schultz (if this is an 8404-I). Date of Birth the manager must also submit an Individual History Record (DR financial interest in, any other liquor yes, provide name, type of license and account number. Yes No ■ 17 18. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners, officers, directors, stockholders, members (LLC) or managing members (LLC) and any other persons with a 10% or greater financial interest in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? If yes, provide an explanation and include copies of any payment agreements. Yes No ■ DR 8404 (05/07/09) Page 4 19. If applicant is a corporation, partnership, association or limited liability company, applicant must list ALL OFFICERS, DIRECTORS, GENERAL PARTNERS. AND MANAGING MEMBERS. In addition applicant must list any stockholders, partners, or members with OWNER- SHIP OF 10% OR MORE IN THE APPLICANT ALL PERSONS LISTED BELOW must also attach form DR 8404-I (Individual History record), and submit finger print cards to their local licensing authority NAME HOME ADDRESS, CITY & STATE DOB POSITION %OWNED Chris A. Schultz 34978 WCR 83, Briggsdale, CO 80611 Co -Owner 50% L "If total ownership percentage disclosed here does not total 100% applicant must check this box ❑ Applicant affirms that no individual other than these disclosed herein, owns 10% or more of the applicant Additional Documents to be ❑ CORPORATION ❑ Cert. submitted by type of entity of Incorp. ❑ Cert. of Good Standing (if more than 2 yrs. old) ❑ Cert. of Agreement (General or Limited) ❑ Husband and Wife partnership (no [Z Articles of Organization ❑ Cert. of Authority (if foreign company) Attach copy of agreements creating association or relationship between the parties Auth (if a foreign written agreement) corp ) Agrmt. ❑ PARTNERSHIP I♦ Partnership Kt LIMITED LIABILITY COMPANY r►4 Operating ASSOCIATION OR OTHER Registered Agent (if applicable) i Address for Service Chris A. Schultz ( 34978 WCR 83, Briggsdale, CO 80611 OATH OF APPLICANT I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. I also acknowledge that it is my responsibility and the responsibility of my agents and employees to comply with the provisions of the Colorado Liquor or Beer Code which affect my license. Authoriz Signatur l Title ,. Cam Co -Owner . r, Date r -lc c6ii REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY (CITY/COUNTY) Date application filed with local authority I Date of local authority hearing (for new license applicants; cannot be less i than 30 days from date of application 12-47-311 (1)) C.R.S. C4 THE LOCAL LICENSING AUTHORITY T hat each person required to file DR ZI,e8een fingerprinted [een subject to background investigation, That the local authority has conducted, compliance with, and aware of, liquor (Check One) Date of Inspection or Anticipated ljt/Upon approval of state licensing HEREBY AFFIRMS: 8404-I (Individual History Record) has: including NCIC/CC!C check for outstanding warrants or intends to conduct, an inspection of the proposed premises to code provisions affecting their class of license ,✓ �J4� 1 Date a- `'i tt ensure that the applicant is in Yes No Ne ❑ 1j ❑ —/ �` III/ authority. The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 12, Article 46 or 47, C.R.S. THEREFORE, THIS APPLICATION IS APPROVED. Local Licensing Authority for r Telephone Number Weld County, Colorado 970-356-4000 x 4225 TOWN, CITY COUNTY Z Signature Title Chair, Board of County Commissioners Date Signature (attest) Title Deputy Clerk to the Board Date DR 84041 (07/25/11) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1881 PIERCE STREET RM 108A DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant or Tavern class of retail license. NOTICE: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. 1. Name of Business Crow Valley Liquor LLC 2. Your Full Name (last. first, middle) Schultz, Steven Ralph 3. List any other names you have used. Schultz, Steve 4. Mailing address (if different from residence) P O Box 101, Briggsdale, CO 80611 5. List current residence address. Include any previous addresses within the last five years (attach separate sheet if necessary). STREET AND NUMBER CITY, STATE, ZIP FROM TO Current 34978 WCR 83 Briggsdale, CO 80611 Previous 14497 WCR 76 Eaton, CO 80615 2001 Present 1985 2001 6. List all employment within the last five years. Include any se f employment. (Attach separate sheet if necessary) NAME OF EMPLOYER OR BUSINESS ADDRESS (STREET, NUMBER, CITY, STATE, ZIP) POSITION HELD FROM TO Self 34978 WCR 83, Briggsdale, CO 80611 Rancher 1991 Present 7. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. N/A NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE 8. Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money, furniture, fixtures, equipment or inventory to any licensee? If yes, answer in detail. Li Yes 7 No 9. Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the United States? If yes, explain in detail. Yes I/ No 10. Have or do you ❑ Yes you have n ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court any charges pending? (If yes, explain in detail.) No 11. Are you ❑Yes FA currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (if yes, explain in detail.) No 12. Have ❑ Yes you FA ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.) No PERSONAL AND FINANCIAL INFORMATION Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information required in question #13 is solely for identification purposes. 13a. Date of Birth b. Social Security Number SSN c. Place of Birth Greeley, Colorado d. U.S. n Citizen? Yes ❑ No e. If Naturalized, State where N/A f. When N/A g. Name of District Court N/A h. Naturalization Certificate Number N/A i. Date of Certification N/A j. If an Alien, Give Alien's Registration Card Number N/A k. Permanent Residence Card Number N/A I. Height 5' 8" m. Weight 270 n. Hair Color Bro o. Eye Color Blu p. Sex M q. Race Whi T. Do FA you have a curre ryt Driver's License? If so, give number and state Yes ❑No 14. Financial Information. a. Total purchase pri•ce $_ ,C7 0O (if buying an existing business) or investment being made by the applying entity, corporation, partnership, limited liability company, other $ N/A b. List the total amount of your investment in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases or fees paid $ 30,000 c. Provide details of the Investment described in 14.b. You must account for all of the sources of this investment. Attach a separate sheet if needed. Type: Cash, Services or Equipment Source Amount Cash Personal Property $30,000 d. Loan Information (attach copies of all notes or loans) Name of Lender Address Term Security Amount N/A Oath of Applicant I declare under penalty of perjury thatthisapplication and all attachments are true, correct, and complete to the best of my knowledge. Autho ed Si ature �Lj�,,i, Title Co -Owner Date 3 1a8 13 DR 8404-I (07/25/11) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1881 PIERCE STREET RM 108A DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant or Tavern class of retail license. NOTICE: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. 1. Name of Business Crow Valley Liquor LLC 2. Your Full Name (last, first, middle) Schultz, Chris Ann 3. List any other names you have used. Houtchens, Jackson, Bowland 4. Mailing address (if different from residence P O Box 101, Briggsdale, CO 80611 5. List current residence address. Include any previous addresses within the last five years (attach separate sheet if necessary). STREET AND NUMBER CITY, STATE, ZIP FROM TO Current 34978 WCR 83 Previous 14497 WCR 76 Briggsdale, CO 80611 2001 Eaton, CO 80615 1985 Present 2001 6. List all employment within the last five years. Include any se f employment. (Attach separate sheet if necessary) NAME OF EMPLOYER OR BUSINESS ADDRESS (STREET, NUMBER, CITY, STATE, ZIP) Hensel Phelps Construction Co. POSITION HELD FROM TO 420 6th Ave, P O Box O, Greeley CO 80632 legal assistant 1991 2012 7. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE N/A 8. Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money, furniture, fixtures, equipment or inventory to any licensee? If yes, answer in detail. ❑ Yes NO 9. Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the United States? If yes, explain in detail. �_; Yes I No 10. Have or do you Yes you have CIA ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court any charges pending? (If yes, explain in detail.) No 11. II Are you Yes ®No currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (if yes, explain in detail.) 12. Have you Yes !A ever had any professional license suspended, revoked, or denied'? (If yes, explain in detail.) No PERSONAL AND FINANCIAL INFORMATION Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information required in question #13 is solely for identification purposes. 13a. Date of Birth b. Social Security Number SSN c. Place of Birth Akron, Colorado d. U.S. Citizen? © Yes No e. If Naturalized, State where N/A f. When N/A g. Name of District Court N/A h. Naturalization Certificate Number N/A i. Date of Certification N/A j. If an Alien, Give Alien's Registration Card Number N/A k. Permanent Residence Card Number N/A I. Height 5'4" m. Weight 160 n. Hair Color Bro o. Eye Color Bro p. Sex F q. Race Whi r. Do n you Yes have ■ a 14. Financial Information. a. Total purchase price $ W) 60C) (if buying an existing business) or investment being made by the applying entity, corporation, partnership, limited liability company, other $ N/A b. List the total amount of your investment in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases or fees paid $ 30,600 c. Provide details of the Investment described in 14.b. You must account for all of the sources of this investment. Attach a separate sheet if needed. Type: Cash, Services or Equipment Source Amount Cooler Personal Property $100 Cooler Personal Property $500 Cash Personal Property $30,000 d. Loan Information (attach copies of all notes or loans) Name of Lender Address Term Security Amount N/A Oath of Applicant I declare under penalty of perjury that this application and all attachments are true, correct, and complete to the best of my knowledge. Authorized Signa C ° ) re , )6/� ,ut,l Title Co -Owner Date f c3 j26 I i 3 Colorado Commercial Lease Agreement This Commercial Lease Agreement ("Lease") is made and effective April 1, 2013, by oiIL IJCtVVVGIII Chris A. Gild vLCVciI R. vi1 IUILL ;, LaildiLJI d") alid yr i/YY V aiiey LiyuUr LLv ("Tenant"). Landlord is the owner of land and improvements commonly known and numbered as 37937 Hwy. 14, Briggsdale, CO 8061 land as defined in Exhibit A and legally described follows (the "Building"): "\• r+ f Lot A Recorded Exemption No. 0CAC 20-04 DCC`12- as IVIIVvvO,u (the vUII41 g ). part. of L-vL/"l, 1\GVVI UG4 L.AGI I I'IL1VII nV. VV�V-LV V'T .L IL 0079. Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to lease the Leased Premises from Landlord for the term, at the rental and upon the covenants, ili4innn anal isinn knrnin 1 fn hh 1iV11U1LIV11014 pl VVl 1VI10 I IGI GIP I set IVI LI I. THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed: 1. Term. A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the same from Landlord, for an "Initial Term" beginning April 1, 2013 and ending December 31, 2014. Landlord shah use its best efforts to give Tenant possession as nearly as possible at the beginning of the Lease term. If Landlord is unable to timely provide the Leased Premises, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay. B. Tenant may renew the Lease for one extended term of two years. Tenant shall exercise such renewal option, if at all, by giving written notice to Landlord not less than ninety (90) days prior to the expiration of the Initial Term. The renewal term shall be at the rental set forth below and other:vise upon the same covenants, conditions and provisions as provided in this Lease. 2. Rental. A Tenant shat pay to Landlord during the Initial Term rental of Q7,L'44.44nn per ye ar, car, payable in installments of $600.00 per month. Each installment payment shall be due in advance on the first day of each calendar month during the lease term to Landlord at 34978 WCR/. 83, Briggsdale, CO 80611 or at such other place designated by vv'r itch notice from Landlord or Tenant. The rental payment I ICI IL amount for any partial calendar months included in the lease term shall be prorated on a daily basis. OV. The ICI ILOl IVI Oily IC CYYQI ICQOC told, if rr COI CU a$ p CI m tcd UI lUVI LI 110 Lca$c, shah be $8,400 per year payable in installments of $700.00 per month. 3. Use Notwithstanding the forgoing, Tei lai It shall not use the Leased Premises for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device. 4. Sublease ailed Assignment. Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, 3.. der, trot 'H. Tenant, to f substantially to any corporation under common wnu Vl YV1 L1l I el hilt, ./I to a purchaser oI JV UJLQI IUQuy all of Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed. 5. Repairs. During the Lease term, Tenant shall make, at Tenant's expense, all necessary repairs to the Leased Premises. Repairs shall include such items as routine repairs of floors, Vr'alls, ceilings, and other parts of the Leased Promises damaged or worn through normal occupancy, except for major mechanical systems or the roof, subject to the obligations of the parties otherwise set forth in this Lease. V. Alterations and Improve 1101 ILJ. Tenant, at Tenant's expense, shall have the right following Landlord's consent to remodel, redecorate, and make additions, improvements and replacements of and to all or any part of the Leased Premises from time to +imr. Tenant deem .desirable y r 0111 time to LIIIIG as I GI IQnL may VGGIII desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. Tenant shall have the right to place and install personal property, trade fixtures, equipment and other temporary installations in and upon the Leased Premises, and fasten the same Lo LLhe premises. All personal property, equipment, machinery, trade fixtures and temporary installations, whether acquired by Tenant at the commencement of the Lease term or placed or installed on the Leased Premises by Tenant thereafter, shall remain Tenant's property free and clear of any claim by Landlord. Tenant shall have the right to remove the same at any time during LIIC term of this Lease provided that all damage to the Leased Premises caused by such removal shall be repaired by Tenant at Tenant's expense. 7I . I Ioparty Taxes. Landlord shall pay, prior to delinquency, all general real estate taxes and installments of special assessments coming due during the Lease term on the Leased Premises, and 11 p I p npndy In.,ne. 'dl.N d }e I dl, t'n personal property, any, the all CI QUI 101 rV GIL IMAGO w1U I r GJ GVl lV La IIVIVr4J GrJonal if QII oil LIIG Leased Premises. Tenant shall be responsible for paying all personal property taxes with respect to Tenant's personal property at the Leased Premises. 8. Insurance. A. If the Leased Premises or any other part of the Building is damaged by fire or other casualty resulting from any act or negligence of Tenant or any of Tenant's agents, employees or invitees, rent shall not be GIilmini01ICU or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance. B. Landlord shall maintain fire and extended coverage' insurance on the Building and the Leased Premises in such amounts as Landlord shall deem appropriate. Tenant shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises. C. Tenant and Landlord shall, each at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the respective activities of each in the Building with the premiums thereon fully paid on or before due date, issued by and binding Upon some insurance company approved by Landlord, ,such insurance to afford minimum protection of not less than $1,000,000 combined single limit coverage of bodily injury, property damage or combination thereof. Landlord shall be listed as an additional insured on Tenant's policy or policies of comprehensive general liability •in1Jur01 lee, and Tenant shall provide Landlord vY ii current Certificates of Insurance evidencing Tenant's compliance with this Paragraph. Tenant shall obtain the agreement of Tenant's insurers to notify Landlord that a policy is due to expire at least (10) days prior to such expiration. Landlord shall not be required to maintain insurance against thCI to 'within I the Leased Premises or the Building. 9. Utilities. Tenant shall pay all charges for water, sewer, gas, electricity, telephone and other services and utilities used by Tenant on the Leased Premises during the term of this Lease unless otherwise expressly agreed in writing by Landlord. In the event that any utility or service provided to the Leased Premises is not separately metered, Landlord shall pay the amount due and separately invoice Tenant for Tenant's pro rata share 'of the charges. Tenant shall pay such amounts within fifteen (15) days of invoice. Tenant acknowledges that the Leased Premises are designed to provide standard office use electrical facilities and standard office lighting. Tenant shall not use any equipment or devices that utilizes electrical hick I .dl d' MI UCV Ices LI DL UL11iCCO excessive CIGlili laW energy or which 11107, in Lan1UIUIU J ICQJVnlal/le opinion, overload the wiring or interfere with electrical services to other tenants. 10. Signs. Following Landlord's consent, Tenant shall have ilia right to place on the Leased Premises, at locations selected by Tenant, any signs which are permitted by applicable zoning ordinances and private restrictions. Landlord may refuse consent to any proposed signage that is in Landlord's opinion too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to the Leased Premises or use of any other tenant. Landlord shall assist and WVF/GI ale Yv ii Tenant III obtaining any necessary permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing signs. Tenant shall repair all damage to the Leased Premises resulting from the removal of signs installed by Tenant. 11. Entry. Landlord shall have the right to enter upon the Leased Premises at reasonable hours to inspect the same, provided Landlord shall not thereby unreasonably interfere with Tenant's business on the Leased Premises. 12. Parking. During the term of this Lease, Tenant shall have the hail-excluJI ie use in common YY th Landlord, other tenants of the Building, their guests and invitees, of the non -reserved common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Landlord. Landlord reserves the right to dcsig date parking areas withiII the Building or III reasonable' proximity thereto, for Tenant and Tenant's agents and employees. 13. Building Rules. Tenant will comply‘with the rules cf the Building adopted arid altered by Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so; all changes to such rules will be sent by Landlord to Tenant in writing. The initial rules for the Building are attached hereto as Exhibit "A" and incorporated herein for all purposes. 14. Damage and Destruction. Subject to Section 8 A. above, if the Leased Premises or any part thereof or any appurtenance thereto is so damaged by fire, casualty or structural defects that the same cOl II IOL be used for Tenant's purposes, then) Tenant shall have the right ',within ninety (90) days following damage to elect by notice to Landlord to terminate this Lease as of the date of such damage. In the event of minor damage to any part of the Leased Premises, and if such damage does not render the Leased Premises unusable for Tenant's purposes, Landlord shall promptly repair such damage at the cost of the Landlord. In making the repairs called for in this paragraph, Landlord shall not be liable for any delays resulting from strikes, governmental restrictions , inability to obtain necessary materials or labor or other matters which are beyond the reasonable control of Landlord. Tenant shall be relieved from paying rent and other charge'sduring any portion of the Lease term that the Leased Premises are inoperable or unfit for occupancy, or use, in whole or in part, for Tenant's purposes. Rentals and other charges paid in advance for any such periods shall be credited on the next ensuing payments, if any, but 11 no further payments are to be made, ally such advance payments shall be refunded to Tenant. The provisions of this paragraph extend not only to the matters aforesaid, but also to any occurrence which is beyond Tenant's r ravel table control and which renders the Leased Premises, or any appurtenance thereto, inoperable or unfit for occupancy or use, in whole or in part, for Tenant's purposes. 15, flgfaI Ift, If default shall at any time be made by Tenant in the payment of rent when due to Landlord as herein provided, and if said default shall continue for fifteen (15) days after written notice thereof shall have been given to Tenant by 1 andlord or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant bye Landlord without correction thereof then having been commenced and thereafter diligently prosecuted, Landlord may declare the term of this Lease ended and terminated by giving Tenant written notice of such intention, and if possession of the Leased Premises is not surrendered, Landlord may reenter said premises. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord of I account of any Tenant default, either in law or equity. Landlord shall use reasonable efforts to mitigate its damages. 16. Quiet Possession. Landlord covenants and warrants that upon performance by Tenant of its obligations hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Leased Premises during the term of this Lease. 17. Condemnation. If any legally, constituted authority condemns the Building or such part thereof which shall make the Leased Premises p�unsuitable for leasing, this Lease shall cease when the public authority Lakes 1JVJJG sio I, and Landlord and Tenant Shall account for rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the vthcr by Lhc V'JiIdGIill III I8 es . 18. Subordination. Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Leased Premises, or upon the Building and to any renewals, refinancing and extensions thereof, but Tenant agrees that any such mortgagee shall have the right at any time top subordinate such mortgage, deed of t usi or other lien I to this lease of l such terms and subject to such conditions lions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably 29. Final Agreement. TI IIJ Agreement terminates and CUper sede0 all prior understandings ldings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. '^ G La 'a'. Governing :v. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Colorado. IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. Steven R. Schultz, Landlord Li. LS Chris A. Schultz, Landlord 1 � tit Liquors LLC Valley by is A. Schultz, Tenant w ro M 4) 34' SIGN? Nel SIGN a - COMMERCIAL ACCESS STATE HWY PERMIT #412105 x�lb! -I- A S8 '18'07"E 387.91 ' LOT A 3.57 AC.± (3.11 AC.± W/O ROAD ROW) E SED TRAS AREA SOIL TYPE DIVIDING LINE COUNTY ROAD 77 VACATED ROAD ROW PER RESOLUTION REC.#2657034 12/1/1998 30.0' ACCESS EASEMENT ACROSS LOT A FOR THE BENEFIT OF LOT B ABSORPTION BED x 0 WATER WELL x b 406.58' CO. ST. HWY 14 - SEPTIC TANK ACCESS TO BE REMOVED SEE NOTE #7 STATE HWY PERMIT #412106 112.9' PROPANE TANK 1073' 106.6' -r O 0 O 0 z 64.3' 21 29 t_ AG. & RES. STATE HW PERMIT #4 Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees & forms/cover sheets are subject to change. To access other information or print copies of filed documents, visit www.sos_state cousand select Business Center. $50.00 ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) 1. The domestic entity name of the limited liability company is Crow Valley Liquors LLC (The name of a limited liability company must contain the term or abbreviation "limited liability company'; "ltd liability company'; 'limited liability co.'; "!td liability co.", "limited"; "1. ILc.", "Ile", or "ltd ". See §7-90-601, (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information) 2. The principal office address of the limited liability company's initial principal office is Street address 37967 Hwy 14 (Street number and name) Briggsdale (City) (Province - if applicable) CO 80611 United UStates (ZIP,Postal Code) (Country) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (Co) (State) (ZIP/Postal Code) (Province — (f applicable) (Country) 3. The registered agent name and registered agent address of the limited liability company's initial registered agent are Name (if an individual) OR (if an entity) (Caution: Do not provide both an individual and an entity name.) Schultz (Last) Chris (First) Ann (Middle) (Suffix) Street address 34978 WCR 83 (Street number and name) Briggsdale (City) CO 80611 (State) (ZIP Code) ARTORG_LLC Page 1 of 3 Rev. 02/28/2008 Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (Cii)) CO (State) ae following statement is adopted by marking the bat) ILCI The person appointed as registered agent has consented to being so appointed. (ZIP Code) 4. The true name and mailing address of the person forming the limited liability company are Name (if an individual) OR (if an entity) (Caution: Do not provide both an individual and an entity name.) 34978 WCR 83 Schultz Chris Ann (Last) (First) (Middle) (Suffix) Mailing address (Street number and name or Post Office Box information) Briggsdale (City) CO 80611 (State) (LIP/Postal Code) United States (Province — if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment) n The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. 5. The management of the limited liability company is vested in (Mark the applicable box.) 7one or more managers. OR rl the members. 6. (The following statement is adopted by marking the bat) n There is at least one member of the limited liability company. i. (If the following statement applies, adopt the statement by marking the box and include an attachment.) n This document contains additional information as provided by law. 8. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format) The delayed effective date and, if applicable, time of this document is/are (mm/dd/yyyy hour:minute am/pm) ARTORG_LLC Page 2 of 3 Rev. 02/28/2008 • Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Schultz (Last) 34978 WCR 83 Chris Ann (First) (Middle) (Su7x) (Street number and name or Post Office Box information) Briggsdale CO 80611 (Province - ifapplicable) (State) United States (Country) (ZIP Postal Code) (If the following statement applies, adopt the statement by marking the box and include an attachment.) ri This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s). ARTORG_LLC Page 3 of 3 Rev. 02/28/2008 OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE I, Scott Gessler, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, Crow Valley Liquors LLC is a Limited Liability Company formed or registered on 10/31/2012 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20121608610. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 03/27/2013 that have been posted, and by documents delivered to this office electronically through 03/28/2013 @ 10:56:06. I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 03/28/2013 @ 10:56:06 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 8500609. Secretary of State of the State of Colorado *********************************************End of Certificate******************************************** Notice: A certificate issued electronically from the Colorado Secretary of State's Web site is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Certificate Confirmation Page of the Secretary of State's Web site, blip: www. i slau ra.. its hill'rrti{icatehearcht7"ituna. do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance ofa certificate. For more information, visit our Web site, hnp:. unns'.sos.sdnc.co.us' click Business Center and select "Frequently Asked Questions." CERT _CS__D Revised 08/20/2008 LIMITED LIABILITY COMPANY AGREEMENT OF CROW VALLEY LIQUORS L.L.C. This Limited Liability Company Agreement is entered into as of this 1st day of November , 2012, by the members, Chris Schultz and Steven Schultz (the "Company"). The Company shall be governed by the provisions of the Colorado Articles of Organization of the Company as filed with the Secretary of State of Colorado (the "Articles"), pursuant to Section 7-80-204 of the Colorado Revised Statutes (CRS) and this Agreement. A. Pursuant to this Agreement, the Company will exist for the purpose of retail sale of liquor. B. The Members desire to enter into this Agreement in order to (among other things) provide for the Company's management, and to provide for certain other matters, each as set forth hereunder, and each as permitted under the Act. ARTICLE I DEFINITIONS When used in this Agreement, the following terms shall have the meanings set forth below (all terms used in this Agreement that are not defined in this Article I shall have the meanings set forth elsewhere in this Agreement): 1.1 "Agreement" shall mean this Operating Agreement, as originally executed and as amended from time to time. 1.2 "Articles" shall mean the Articles of Organization for the Company originally filed with the Colorado Secretary of State and as amended from time to time. 1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable, the Regulations. 1.4 "Company" shall mean Crow Valley Liquor, L.L.C. 1.5 "Act" shall mean the Colorado Limited Liability Act, C.R.S. 7-80-201 et.seq. (the "Act"), as amended from time to time, and the provisions of succeeding law. 1.6 "Manager" shall be a member and subsequently any person or entity who succeeds it in that capacity in accordance with the terms of this Agreement. 1.7 "Member" shall mean each Person who (a) is an initial signatory to this Agreement as a Member, has been admitted to the Company as a Member in accordance with the Articles or this Agreement or an assignee who has become a Member in accordance with Article VII and (b) has not resigned, withdrawn, transferred its membership interest to a third party, been expelled or, if other than an individual, dissolved. 1.8 "Person" shall mean an individual, general partnership, limited partnership, limited liability company, corporation, trust, estate, real estate investment trust association or any other entity. ARTICLE II FORMATION 2.1 Formation. Pursuant to the Act, the Members have formed a Colorado limited liability company under the laws of the State of Colorado by causing the filing of the Articles with the Colorado Secretary of State. The rights and liabilities of the Member shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations the Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. 2.2 Name. The name of the Company shall be Crow Valley Liquor, L.L.C. 2.3 Purposes. The Primary purposes of the company shall be: (1) retail sale of liquor; (2) to engage in other lawful business ventures which the Company chooses to pursue; and (3) to do any and all other things necessary, incidental or related to the foregoing purposes. 2.4 Term. The term of existence of the Company shall commence on the effective date of filing of the Articles with the Colorado Secretary of State, and shall continue until terminated by the provisions of this Agreement or as provided by law. 2.5 Offices. The Company, in the discretion of a majority in interest of the Members, may keep and maintain offices wherever the business of the Company may require. ARTICLE III MEMBERS 3.1 Initial Members. The initial Member of the Company and its address is set forth on the Schedule of Members attached hereto. 3.2 Admission of Additional Members. Additional Members may not be admitted to the Company except in accordance with the following terms: (1) admission requires the written consent of a majority in interest of the Members; (2) admission must be in compliance with applicable federal and state securities laws; (3) no admission will be permitted if such admission would result in a termination of the company under Section 708(b)(1)(B) of the Code of 1986, as amended or a disguised sale of the interest of a Member under Code Section 707(a)(2); (4) no admission will be permitted if it causes assets of the Company to be treated as "plan assets" under Department of Labor Regulations; and (5) the new Member shall accept the provisions of this Agreement by executing a copy of this Agreement, and the name and address 2 of each such additional Member shall be added to the Schedule of Members attached hereto. The Members may require that the Units (as defined in Section 4.1) of the new Member be registered under the Securities Act of 1933, as amended, and all applicable state securities laws, or that the Company be furnished with an opinion of counsel acceptable to it that such registration is not required. 3.3 Remuneration To Members. Except as otherwise authorized by the Members, or pursuant to this Agreement, no Member is entitled to remuneration for acting in the Company business. 3.4 Transactions With The Company. Subject to any limitations and rights specifically set forth in this Agreement and subject to the approval of Members and after full disclosure of the Member's involvement, a Member may lend money to and transact other business with the Company. 3.5 Resignation of Members. (a) A Member may resign from the Company at any time by giving 30 days' prior written notice to the Company and to all of the other Members. (b) Except as otherwise provided in this Agreement or the Act, a resigning Member shall be entitled to receive at the same time as corresponding distributions are made to the remaining Members, any distribution to which the Member is entitled under this Agreement which has accrued and has not been distributed to such Member as of the time of resignation. From and after the effective date of resignation, no resigned Member shall be entitled to receive any distribution of operating income earned after such effective date. (c) Upon resignation, the number of Units of the resigning Member shall be reduced to zero for all purposes except for the distributions described in subsection (b) above. The tax treatment of a distribution to a resigning Member pursuant to subsection (b) above shall be determined by the Members in their sole discretion. Such tax treatment shall be reasonably binding upon the resigning Member and the Company. 3.6 Limited Liability of Members. Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the company, and no Member of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. ARTICLE IV FINANCIAL MATTERS 4.1 Capital Contributions and Units. The equity in the company shall be represented by Units of interest, as described in this section (the ("Units"). Each initial Member shall have one Unit in the Company for each $1.00 of capital such Member contributes to the 3 Company in accordance with the attached schedule of members. Unless otherwise specifically stated, when this Agreement provides for the determination of any matter based on the consent of a certain proportion in interest of the Members, the interest of each Member shall be determined based upon the proportion or percentage of the outstanding Units that a Member holds at the time the determination is made. 4.2 Additional Capital Contributions. (a) The Members may from time to time decide when reasonably necessary to carry on the Company's business (other than to fund tort, contract or other liabilities of the Company), to request additional capital from the Members. The Members desire that any additional capital contributions be made voluntarily, with each Member being entitled to contribute his proportionate share, and Members desiring to contribute more than their proportionate share being able to do so to the extent that other Members choose to contribute less than their proportionate share. Accordingly, additional capital contributions shall be made in the manner provided for in the succeeding paragraphs of this Section. (b) As used herein, the term "Additional Contributions" refers to capital contributions that the Members determine to be necessary or appropriate to carry on the Company's business (other than to fund tort, contract or other liabilities of the Company). (c) From time to time the Members may request Additional Contributions from the Members, and such contributions shall be made by the Members, as follows: (1) Each such request shall be made in writing, addressed to all of the Members as provided herein for notices to the Members, and shall state the total amount requested of all of the Members (the "Total Request"). Either the notice shall describe the reasons therefor or the Members shall be advised of the reasons therefor informally or at a meeting of the Members. (2) Each Member shall first have the right to make an additional capital contribution in an amount not greater than the Member's proportionate share of the Total Request, determined according to the number of Units held. (3) Each Member shall have the right to make a further capital contribution in an amount not greater than the Member's proportionate share of the difference between (a) the Total Request and (b) the total amount of additional capital contributions made by all of the Members pursuant to clause (2) above. For this purpose, a Member's proportionate share shall be determined according to the proportion that the number of Units held by the Member bears to the number of Units held by all Members desiring to make such contributions until the entire amount of the Total Request has been met by such contributions. (4) In the event the total of the voluntary contributions made pursuant to the preceding clauses of this Subsection 3.2(c) does not equal the amount of the Total Request, then the Members who have agreed to make Additional Contributions in response to the request shall have ten (10) business days following the expiration of all deadlines to decide whether to 4 rescind their agreement to make the requested Additional Contribution. At the time the Additional Contributions are made, the Units and proportionate interests held in the Company shall be recorded on the Schedule of Members attached to the Operating Agreement. (d) The Members may adopt such procedures, including formal and informal communications among the Members, as they deem appropriate to ensure that each member has a full opportunity to make the voluntary contributions permitted by Subsections 4.2(c)(2) and (3), 4.3 Loans. The Members shall not be required to make any loans to the Company. However, if any Member shall advance funds to the Company other than as provided in Sections 4.1 and 4.2, unless otherwise agreed, the amount of any such advance shall not increase such Member's number of Units, but shall be a debt due from the Company to such Member, and shall be repaid as soon as practicable to such Member together with interest thereon at the announced prime rate of interest of First Interstate Bank of Denver, N.A. or its successor. 4.4 Third Party Loans. The Company may obtain third party loans or lines of credit to carry on the business and affairs of the Company, provided that any such third party loans shall require the approval of the Members and shall be subject to all other provisions of this Agreement. 4.5 Withdrawal of Capital. No Member shall have the right to withdraw any part of its capital contribution prior to the dissolution of the Company, except as provided in this Agreement. No Member shall have the right to receive any property other than cash in return for its capital contribution. No Member shall be entitled to interest on its capital contribution. Each Member expressly waives the right (if any) to bring an action for partition of any property in which the Company may have an interest. 4.6 Allocation of Profits and Losses. The profits and losses of the company shall be allocated as follows: (a) Except as otherwise provided in subsection (b) of this section, profit and loss shall be allocated in accordance with the number of Units held by the respective Members. Allocation of profit and loss to a Member for the taxable year during which the number of Units held by the respective Members changes shall be determined by prorating allocations determined pursuant to the preceding sentence based upon the number of days in the taxable year through the change in the number of Units. (b) Gain or loss on a sale or deemed sale of all or substantially all the assets of the Company shall be allocated so that, to the maximum extent possible, the Members' resulting capital account balances are in the same ratio as their respective numbers of Units in effect on the day of the sale or deemed sale. (c) Notwithstanding the foregoing, the "qualified income offset" rules of Treas. Reg. Section 1.704-1(b)(2)(ii)(d), and the "minimum gain chargeback" rules of Treas. allocation of Company items. 5 (d) Any "partner nonrecourse deductions" for a taxable year shall be allocated to the Member that bears the economic risk of loss for the liability in accordance with Treas. Reg. Section 1.704-2(h). If there is a net decrease during a Company taxable year in the minimum gain attributable to a ""partner nonrecourse debt"" the chargeback rules of Treas. Reg. Section 1.704-2(i) shall apply. (e) In accordance with Code Section 704(c)(1)(A) and the Treasury Regulations thereunder, solely for federal and loss and deduction with respect to any property contributed to the Company shall be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Member for federal income tax purposes and its fair market value at the time of contribution. (0 To the extent consistent with the foregoing, allocations to a Member of profit or loss for a taxable year shall consist of a prorata portion of each item of profit or loss. For purposes of this section, "profit or loss" refers to taxable income of the Company as computed under Code Section 703, but taking into account also (I) any item of income exempt from Section 705(a)(2)(B) or treated as described in Section 705(a)(2)(B) by Regulations promulgated under Code Section 704(b). (g) Notwithstanding any other provision of this Agreement to the contrary, each Member will be allocated at least 1% of each material item of income, gain, loss, deduction or credit. 4.7 Determination of Funds Available for Distribution. The Members shall from time to time determine whether any Company funds are available for distribution. Distributions shall be made in the sole discretion of the Members. As provided in the Act, the Company shall not make a distribution to a Member to the extent that, after giving effect to the distribution, all of the liabilities of the Company, other than liabilities to Members on account of their Units and liabilities for which the recourse of creditors is limited to specified property of the Company, would exceed the fair value of specified property of the company, would exceed the fair value of the assets of the company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to the extent that the fair value of that property exceeds that liability. 4.8 Distributions of Income. Any income that is available for distribution to the Members in accordance with their respective numbers of Units at the time of the distribution. 4.9 Distributions of Proceeds from the Sale of Company Assets. After allocating gain or loss under Section 3.5 from the event giving rise to the gain or loss, all proceeds from the sale or exchange of Company assets that are available for distribution shall be distributed to the Members in accordance with their respective numbers of Units at the time of the distribution, and all proceeds available for distribution upon the dissolution of the Company shall be distributed to the Members as provided in Section 7.2. 6 4.10 Capital Accounts. Separate capital accounts shall be maintained for each Member. In general, a Member's capital account shall be increased by the Member's capital contribution and its share of income and gain and shall be reduced by its share of losses, deductions, credits and distributions to it. 4.11 Taxation as Partnership. The Members intend that the Company will be treated as a partnership for federal and, to the extent possible, applicable state income tax purposes. ARTICLE V MANAGEMENT OF THE COMPANY 5.1 Management of the Company. (a) The business and affairs of the Company shall be managed exclusively by the Manager. Except for situations in which the approval of the Members is expressly required by the Articles or this Agreement, the Manager shall have full, complete and exclusive authority, power, and discretion to manage and control the business and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business and affairs. (b) The Manager is authorized to endorse checks, drafts, and other evidence of indebtedness made payable to the order of the Company, but only for the purpose of deposit into the Company's accounts, and may sign all checks, drafts, and other instruments obligating the Company to pay money, and may sign contracts and obligations on behalf of the Company. (c) The Company shall have one (1) Manager, which shall be Chris Schultz. The Members may, from time to time, by resolution designate another Member or one or more specified officers, employees or agents thereof or of the Company to act for the Company in such matters as are referenced in such resolution. (d) Except for reimbursements specified in this Article, no Manager or affiliate of a Manager is entitled to remuneration for services rendered or goods provided to the Company. (e) The Manager shall perform its managerial duties in good faith, and in a manner it reasonably believes to be in the best interests of the Company and its Members. The Manager who performs the duties of Manager shall not have any liability by reason of being or having been a Manager of the Company. A Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member. 5.2 Dealing With Property. Real and personal property owned or purchased by the Company shall be held and owned, and conveyance made, in the name of the Company. Instruments and documents providing for the acquisition, mortgage or disposition of property of the Company shall be valid and binding upon the Company if executed by the Manager or one or 7 more Members holding a majority of Units in the company or by an employee or agent of the Company authorized by the Members to so execute such instruments and documents. 5.3 Expense Reimbursement. The Manager and Members shall be reimbursed by the Company for all reasonable expenses incurred by them on behalf of the Company, including, without limitation, all reasonable expenses incurred by them in connection with the formation of the Company and the acquisition of Company assets. 5.4 Other Activities. Each of the Members shall devote such time to the business of the Company as he, in his reasonable discretion, considers necessary or advisable. Each of the Members may at any time, during the term of this Agreement or thereafter, engage and own an interest in any other business or activity, individually or through any venture or entity. Nothing contained in this Agreement shall be construed to constitute any Member to be the agent or general partner of any other Member, nor in any manner to limit any Member in the carrying on of its other respective businesses or activities. 5.5 Books and Records. (a) The Manager shall cause to be maintained complete and accurate books of account of the company's affairs at the company's principal place of business. The Company's books shall be kept on the accrual method of tax accounting generally applicable to partnerships, provided that another method may be applied for financial statement reporting purposes with advice of the company's accountants. The Company's accounting period, taxable year and fiscal year shall be the twelve months ending May 31 of each year, unless otherwise required by the Code or the regulations thereunder. (b) The Company shall keep at the principal office of the company, (1) a current list of the full name and last known business, residence or mailing address of each Member, both past and present; (2) a copy of the Limited Liability Company Agreement and the Articles and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which any amendment has been executed; (3) copies of the Company's federal, state and local income tax returns and reports, if any, for the three most recent years; (4) copies of financial statements of the Company for the three most recent years; (5) minutes of every meeting of Members and consents and action taken by Members without a meeting; and (6) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Member and which each Member has agreed to contribute in the future, and the date on which each became a Member. 5.5 Reports and Information. The Manager shall cause the company to deliver to each Member semi-annually reports as to the Company's activities and in any event to keep each Member currently informed of all material occurrences relating to the Company. Tax returns of the Company shall be provided to all Members for their review at least 30 days before filing. By not later than March 30 of each year, the Company shall mail to each Member sufficient financial and tax information concerning the results of Company operations as is necessary for each Member to file his own federal and state income tax return for the preceding year. Any Member or its duly authorized representative shall have the right to inspect and copy any of the 8 company books and records required to be kept pursuant to Section 5.5 during ordinary business hours for any purpose reasonably related to the Member's interest as a Member of the Company. The Member shall pay any actual cost of copying such books and records, and shall pay any special costs (such as enlargement from microfilm or computer printout) which may be required in connection with such inspection. Such inspection shall be conducted at a time and in a manner so as not to interfere with the operation of the business of the company. In no event shall the Company be compelled to prepare compilations or summaries which are not customarily maintained in the conduct of the business of the Company. In the event the Member wishes to inspect records which are not maintained at the principal place of business, such as records on a shared or rented computer system, the Company shall have a reasonable time to produce such records at the principal place of business of the Company. 5.6 Appointment of Officers. The Members may appoint such officers as they deem appropriate in their discretion, which officers shall serve at the will, be subject to the direction, and constitute agents of the Members. Such officers shall have such titles and such specific duties and powers as may be delegated to them by the Members by resolution from time to time. 5.7 Limited liability Company Reports. The Company shall file reports on behalf of the company with the Secretary of State of Colorado as required under the Act. ARTICLE VI MEETINGS AND NOTICES 6.1 Meetings of Members. Meetings of Members may be held at such place, either within or without the State of Colorado as may be stated in the notice of meeting. If no place is stated in the notice of meeting, the meeting shall be held at the principal office of the Company. 6.2 Regular and Special Meetings. Regular meetings of Members shall be held quarterly at such time and place as the Members may, by resolution, establish, which meetings may be held without further notice. Special meetings of the Members may be called by the Manager or Members holding 10% or more of the Units. 6.3 Notice of Members' Special Meetings. Written notice stating the place, day and hour of any special meeting shall be delivered not less than one day before the date of the meeting by or at the direction of the persons calling the meeting to each Member of record entitled to vote at such meeting. If three successive notices sent to the last known address of a Member are returned as undeliverable, no further notices to such Member shall be necessary until another address for such Member is made known to the company. A waiver of notice of a meeting in writing, signed by the Member entitled to such notice, whether before, at or after the time stated therein, shall be equivalent to the giving of notice of a meeting or any other matter. By attending a meeting, a Member: (a) waives objection to lack of notice or defective notice of such meeting unless the Member, at the beginning of the meeting, objects to the holding of the meeting or the transacting of business at the meeting; and (b) waives objection to consideration 9 at such meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the Member objects to considering the matter when it is presented. 6.4 Method of Notices. Any notice or document required to be given to any Member or to the Company shall be in writing and shall be deemed delivered (1) upon personal delivery, (2) upon telephonically confirmed delivery by telefax, (3) on the first business day after receipted delivery to a courier service that guarantees next -business -day delivery, under circumstances where such guaranty is applicable, or (4) on the earlier of delivery or three days after deposit in the United States mail, addressed to the recipient, with postage prepaid. Notices given to the Company shall be addressed to the Company at the address of the principal office of the Company. The Company shall maintain a record of names and addresses of the Members and any notice given the Members shall be given according to the names and addresses on such record. 6.5 Voting Rights of Members. In all matters presented to or requiring a vote of Members, each Member shall have the number of votes equal to the number of Units held by the Member. A Member may vote in person or by proxy. Cumulative voting shall not be permitted. The presence at a meeting of a Member or Members holding at least a majority of Units in the Company shall constitute a quorum at any meeting of Members. If a quorum is present, the affirmative vote of the majority in interest of the Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members unless the vote of a greater number is required under the Act or other provisions of this Agreement. 6.6 Adjourned Meetings. If a quorum is not represented at a meeting of Members, such meeting may be adjourned for a period not to exceed 60 days at any one adjournment. When a meeting is adjourned to another time or place, whether the adjournment is for lack of quorum or otherwise, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. 6.7 Action of Members without a Meeting. Action required or permitted by the Act to be taken at a Members' meeting may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by each Member entitled to vote. Action so taken shall be effective when all Members entitled to vote have signed the consent unless the consent specifies a different effective date in which case the action shall be effective as of the different effective date. Written consent of Members entitled to vote shall have the same force and effect as a unanimous vote of such Members. 6.8 Telephonic Participation. Members may participate in any Members' meeting through the use of any means of conference telephones or similar communications equipment as long as all Members participating can hear one another. A Member so participating is deemed to be present in person at the meeting. 10 ARTICLE VII DISSOLUTION AND TERMINATION 7.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following events: (a) the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event which terminates the continued membership of a Member in the company, unless there are at least two remaining Members and the business of the company is continued by the consent of a majority in interest based on both profits and capital of the remaining Members within 90 days after the event which terminates the continued membership of a Member; (b) the unanimous written agreement of all of the Members; (c) the happening of any event which makes it unlawful for the Company's business to be continued; or (d) the entry of a decree of judicial dissolution under the Act. 7.2 Certificate of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 7.1, the Manager or, if none, the Members, shall execute a Certificate of Dissolution in such form as shall be prescribed by the Colorado Secretary of State and file the Certificate of Dissolution as required by the Act. 7.3 Winding Up. Upon the occurrence of any of the events specified in Section 9.1, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Manager or, if none, the Members, shall be responsible for overseeing the winding up and liquidation of the Company, shall take full account of the liabilities of the Company and its assets, shall either cause its assets to be sold or distributed, and if sold shall cause the proceeds therefrom, to the extent sufficient therefore, to be applied and distributed as provided in Section 7.4. The Persons winding up the affairs of the Company shall give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the Company. The Manager or Members winding up the affairs of the Company shall be entitled to reasonable compensation for such services. 7.4 Liquidation. Upon the dissolution of the Company, the liquidator designated by a majority in interest of the Members (in accordance with respective numbers of Units then in effect) shall act as liquidator to wind up the affairs of the Company. The liquidator shall have full power and authority to sell, assign and encumber any or all of the Company's assets and to wind up and liquidate the affairs of the Company in an orderly and businesslike manner and on such terms and conditions as it deems necessary or advisable, without the consent of the Members. In connection with distributions in winding up the affairs of the Company on 11 dissolution, no Member shall be required to account to the Company for any deficit which may exist in the capital account of such Member. All proceeds from liquidation shall be applied in the following order of priority: (1) first, to the payment of creditors, including Members if they are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to Members under Section 4.8 or 4.9 of this Agreement; (2) second, to the establishment of such reserves as the liquidator deems necessary or advisable; and (3) third, to the Members and former Members (to the extent not previously paid) in satisfaction of liabilities for distributions under Sections 3.7 and 3.8 of this Agreement; and (4) the balance to distributions to the Members in accordance with their positive capital account balances. Any distribution to a Member under this Article VI shall be made within the time period prescribed by Treasury Regulations under Section 704(b) of the Code. 7.5 Distribution in Kind. If any Company assets are to be distributed in kind to the Members, the liquidator shall, in its discretion, either carry out an informal appraisal or obtain an independent appraisal of the fair market value of such assets at a date reasonably close to the date of liquidation and shall distribute such assets to the Members in undivided interests, as tenants -in -common, in accordance with their respective numbers of Units at the time of the distribution. The gain or loss shall be determined as if the assets had been sold for their appraised value and allocated to the Members for the purpose of maintaining capital accounts in accordance with Article III. Net proceeds shall be determined and the assets shall be distributed in kind to the Members in accordance with Section 6.2 as if the assets had been sold for the appraised value. The capital account of each Member shall be debited by the appraised value of the assets distributed to it. 7.6 Compliance with Regulations. All payments to the Members upon the winding up and dissolution of the Company shall be strictly in accordance with the positive capital account balance limitation and other requirements of Regulations Section 1.7041(b)(2)(i)(d). 7.7 Statement of Dissolution. The Manager or Members who filed the Statement of Dissolution shall cause to be filed in the office of, and on a form prescribed by, the Colorado Secretary of State, a Certificate of Cancellation of the Articles upon the completion of the winding up of the affairs of the Company. ARTICLE VIII INDEMNITY AND INSURANCE 8.1 Indemnification of Members, Manager, Officers, Employees and Agents. (a) Expenses for Actions other than by or in the Right of the Company. The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member, Manager, officer, employee or agent of the company, or, in while a Member, officer, employee or agent of the Company, is or was serving at the request of the company as a Manager, director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding , if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. (b) Expenses for Actions by or in the Right of the Company. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a Manager, officer, employee or agent of the Company, is or was serving at the request of the Company as a Manager, director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in the manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. (c) Successful Defense. To the extent that any person referred to in the preceding two subsections of this Section has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in such subsections, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Determination to Indemnify. Any indemnification under the first two subsections of this Section (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because he has met the applicable standard of conduct set forth therein. In the case of a Member holding a majority in interest of the Units, such determination shall be made (i) by independent legal counsel in a written opinion, or (ii) by a majority in interest of the Members other than such Member. In the case of an officer, employee or agent of the Company, such determination shall be made (i) by independent legal counsel in a written opinion or (ii) by a majority in interest of the Members. 13 (e) Expense Advances. Expenses (including attorneys' fees) incurred by a Member, officer, employee or agent in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Member, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Section. (f) Provisions Nonexclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Section shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any other agreement, insurance policy, vote of Members, statute or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. 8.2 Insurance. The company shall have power to purchase and maintain insurance, in such amounts as the Members deem appropriate, on behalf of any person who is or was a Member, Manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not he is indemnified against such liability or expense under the provisions of this Section and whether or not the Company would have the power or would be required to indemnify him against such liability under the provisions of this Section, the Act or any other applicable law. ARTICLE IX GENERAL PROVISIONS 9.1 Entire Agreement. This Agreement embodies the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes any and all prior negotiations, understandings or agreements in regard thereto. 9.2 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. 9.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original. 9.4 Additional Documents. The Members agree to execute any additional documents and to perform any additional acts as are or may become necessary or convenient to carry out the purposes of this Agreement. 9.5 Third Party Beneficiaries. This Agreement shall not benefit or create any right any right or cause of action in or on behalf of any person other than the parties. 14 9.6 Amendments. Any amendments to this Agreement shall require the approval of at least two Members who together hold at least a majority of the Units, in a writing specifically stating the intent to amend this Agreement. 9.7 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, successors and assigns. In Witness Whereof, this Agreement is executed as of the date first above written. Sou Chris A. Schultz Steven R. Schultz 15 DR 0140 (02/16/11) DEPARTMENT OF REVENUE DENVER CO 80261-0013 Must collect taxes for: SALES TAX LICENSE STATE COLORADO USE ACCOUNT LIABILITY INFORMATION ISSUE DATE NUMBER ------_- for all references ccdary city industry type liability date ^pn^^ day year LICENSE VALID TO DECEMBER31 27835069-0000 03-0014-003 L 010113. Jan 15 13 2013 THIS LICENSE MUST BE POSTED AT THE FOLLOWING LOCATION IN A CONSPICUOUS PLACE: CROW VALLEY LIQUORS LLC 37937 HIGHWAY 14 BRIGGSDALE CO 80611-9232 IIIIIIIlrIIIIhlIIIIIi116PlIIuhuIIIIIIIl$uiIIrlrllIIl41i11 CROW VALLEY LIQUORS LLC ATTN: CHRIS A SCHULTZ PO BOX 101 BRIGGSDALE CO 80611-0101 A Detach Here A THIS LICENSE IS NOT TRANSFERABLE Executive Director Department of Revenue Letter Id: L1966697024 Important Verification Process If you are new to Colorado sales tax visit: www.Colorado.gov/revenue/salestaxbasics VERIFY that all information on your sales tax license is correct. Modify and update any errors you identify on the Internet through Revenue Online. Access your tax account, file returns, submit payments, verify sales tax licenses and view sales tax rates through Revenue Online at www.Colorado.gov/RevenueOnline All the information you need to register is on this document; have it with you before you begin. Follow these easy steps. 1. Go to www.Colorado.gov/Revenue0nline 2. Click on the Sign Up (Individual or Business) link on the right. 3. Click on Continue. Now dick on: Enter Taxpayer Information. Click on the down arrow in the Account Type list and select Other. Use the first 8 -digits of the account number shown on your license. Complete the rest of the screen. Next click on: Enter Login Information and complete the screen (this is information YOU get to create for the account). Next click on: Enter Account Information and complete the screen. Your Letter ID is: L1966697024 Then click the Submit button. You will see a confirmation page on your screen. You should receive a confirmation email from the Colorado Department of Revenue. If you do not, check your Junk email folder. Once you have your Authorization Code return to Revenue Online via the link in your email. Enter the Login ID and Password you created. 1. Click on the Login button. 2. Enter the Authorization Code from your email (first time only). 3. Click Login. You should then be in your account. NOTE: If you have additional tax types registered under the same Account Number, such as withholding, you will be able to view those tax types through the account. You do not need to create separate Login IDs and Passwords for each tax in your account. Filing Returns To file a return, go to Revenue Online(www.Colorado.gov/RevenueOnline). You must file a return for each reporting period. If you have no tax to report, file a "zero" return. Tax reporting and payment are your responsibility. To avoid late penalties and interest, file online on or before the due date. If you discontinue sales, you may close your business location through Revenue Online. Learn more and avoid unnecessary errors by attending our free sales tax classes! Sign up at www.TaxSeminars.state.co.us EPARTMENT OF THE Ir o IINTERNAL REVENUE SERVICE Y CINCINNATI OH 45999-0023 Date of this notice: 10-31-2012 Employer Identification Number: 46-1299475 Form: SS -4 Number of this notice: CP 575 B CROW VALLEY LIQUORS LLC CHRIS ANN SCHULTZ MBR PO BOX 101 BRIGGSDALE, CO 80611 For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 46-1299475. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. Form 1065 04/15/2014 If you have questions about the form(s) or the due date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Plethoric. We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. (IRS USE ONLY) 575B 10-31-2012 CROW B 9999999999 SS -4 IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this EIN on your tax -related correspondence and documents. If you have questions about your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Thank you for your cooperation. Keep this part for your records. CP 575 B (Rev. 7-2007) Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 B 9999999999 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 10-31-2012 ( ) - EMPLOYER IDENTIFICATION NUMBER: 46-1299475 FORM: SS -4 NOBOD INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 'II11'IIIIIII(1111'11IIIIIIIII,II IIIu,IIIIIIIII CROW VALLEY LIQUORS LLC CHRIS ANN SCHULTZ MBR PO BOX 101 BRIGOSDALE, CO 80611 To Whom It May Concern: It is my pleasure to write a letter of recommendation for Chris Schultz. She has been a very good friend of me and my late wife Alma, for approximately thirty years. We have known her as a very active person in various community activities, and political positions. She has been a loyal employee of Hensel Phelps Construction Co for over twenty years and retired this year. Chris has a very broad base of experience and involvement which gives her knowledge beyond many people. Chris and her husband Steven own and live on a ranch in the Briggsdale area where they raise livestock and farm. They have a wonderful family. Their integrity, honesty, and hard work set a very good example for others. It is an honor for me to recommend Chris Schultz to you for your business dealings and I know you will be pleased with her performance. Royce B Clark Retired Chairman, First National Bank of Greeley. 356 ch-i36 March 21, 2013 To Whom It May Concern: I have known Steve Schultz for at least 10 years, and consider him a very good friend. We have shared hunting trips together and have enjoyed watching our kids experience their earliest hunting adventures. Steve has taken a great pride in his children's accomplishments and has provided great guidance along the way. Steve has strong beliefs, and in these times of questionable judgment calls, you can rest assured that he knows the difference between right and wrong. I would certainly recommend Steve for any business adventure he plans to tackle, and know he will succeed. Sincerely, RandyCari La 5.6 3557 To Whom It May Concern: Please consider this letter of reference for Steven Schultz for his package liquor license application. I have known Steve for 30 years and in that time have observed him to be a responsible, moral and trustworthy person. He is a successful businessman and will apply his skills and honesty in this new endeavor along with his wife, Chris. Sincerely, Chuck Jackson 55_,),- 1355 Katie Ford 41688 County Road 74 Briggsdale, CO 8011 March 11, 2013 To whom it may concern: It is with great pleasure that I recommend Steven Schultz to obtain his liquor license. I have known him for seven years as our neighbor. Steven Schultz has always displayed a high degree of integrity, responsibility, and ambition. He is definitely a leader rather than a follower. In addition to his excellent accomplishments, he has proven his leadership ability by running his family cow calf operation for the past twenty years. He is also a most dependable neighbor and friend. His good judgment and mature outlook ensure a logical and practical approach to his endeavors. Steven Schultz would be an asset to any business, organization and community. I am happy to give him my wholehearted endorsement. Sincerely, Katie Ford March 14, 2013 To Whom It May Concern: Please accept this Letter of Recommendation for Chris Schultz. I have worked with and been a friend of Chris Schultz for more than 40 years. In that time I have known her to be honest, trustworthy and ethical. She will put aside her wants and needs to serve another. Given a choice, she will always do the right thing than go the easy way. I would trust her with my money or my family. Please feel free to contact me with any questions. Thank you, 1113- l-tc, Gloria I. Kane 970.556.4997 gloriajkane@gmail.com T Hensel Phelps Construction Co. 420 Sixth Avenue Greeley, CO 80631 P. O. Box O Greeley, Colorado 80632-0710 (970) 352-6565 (970) 352-9311 FAX March 18, 2013 Re: Recommendation for Chris Schultz To Whom It May Concern: I was the Vice President and General Counsel for Ilensel Phelps Construction Co. for approximately 20 years and currently serve as a Vice President of the Company in charge of the development division of Hensel Phelps. Chris Schultz worked in the legal department of Hensel Phelps for approximately 22 years, 20 of which 1 was the General Counsel. Throughout this period, Ms. Schultz was an extremely conscientious and productive employee who performed her duties with a high degree of competence and integrity. I understand that Ms. Schultz has applied for a license to operate a liquor store and I consider her to be fully qualified and a person of high integrity who will uphold and fulfill the responsibilities entailed in such a license. If you require any additional information, please feel free to contact me at (970) 346-7200. Sincerely, HENSEL PHELPS CONSTRUCTION CO. Eric L. Wilson Vice President ELW/kh Performance! v — N ON \O 03 0 z M 0 w U w RECEIVED FROM HOW PAID / QN CHECK MONEY ORDER 3C902 00 Aapaie ocrvgcnoo�� 9SL Xo8 Od pJeo8 a4; 01 >Iiaoo opeJolo0 'Aiuno0 PIaM N N O� 03 0 z w F C w U w RECEIVED FROM >- co a Li) a a O z S QN Y W MONEY ORDER U V Z2909 00 Aalaai0 99L X08 Od pieo8 NT 0l >pal3 opeJolo0 'Aluno0 PIaM 20130328-03091.txt DATE 03/15/2013 SO WELD COUNTY RECORDS GREELEY 1950 "0" STREET GREELEY, CO 80631 RE: SCHULTZ,STEVEN RALPH DATE OF BIRTH: SOC: xxx-xx- No Colorado record of arrest has been located based on above name and date of birth or through a search of our fingerprint files. The Colorado Bureau of Investigation's database contains detailed information of arrest records based upon fingerprints provided by Colorado law enforcement agencies. Arrests which are not supported by fingerprints will not be included in this database. On occasion the Colorado criminal history will contain disposition information provided by the Colorado Judicial system. Additionally, warrant information, sealed records, and juvenile records are not available to the public. Since a record may be established after the time a report was requested, the data is only valid as of the date issued. Therefore, if there is a subsequent need for the record, it is recommended another check be made. Falsifying or altering this document with the intent to misrepresent the contents of the record is prohibited by law and may be punishable as a felony when done with intent to injure or defraud any person. Sincerely, Ronald C. Sloan, Director Colorado Bureau of Investigation Page 1 20130326-10101.txt DATE 03/12/2013 SO WELD COUNTY RECORDS GREELEY 1950 "0" STREET GREELEY, CO 80631 RE: SCHULTZ,CHRIS ANN DATE OF BIRTH: SOC: XXX-XX- No Colorado record of arrest has been located based on above name and date of birth or through a search of our fingerprint files. The Colorado Bureau of Investigation's database contains detailed information of arrest records based upon fingerprints provided by Colorado law enforcement agencies. Arrests which are not supported by fingerprints will not be included in this database. On occasion the Colorado criminal history will contain disposition information provided by the Colorado Judicial system. Additionally, warrant information, sealed records, and juvenile records are not available to the public. Since a record may be established after the time a report was requested, the data is only valid as of the date issued. Therefore, if there is a subsequent need for the record, it is recommended another check be made. Falsifying or altering this document with the intent to misrepresent the contents of the record is prohibited by law and may be punishable as a felony when done with intent to injure or defraud any person. Sincerely, Ronald C. Sloan, Director colorado Bureau of Investigation Page 1 Tammy Waters From: Roy Rudisill Sent: Thursday, March 28, 2013 4:02 PM To: Tammy Waters Subject: RE: New Retail Liquor - Crow Valley Liquor LLC Attachments: image004.jpg; image001.jpg Follow Up Flag: Flag Status: No concerns from OEM Follow up Flagged Director Roy Rudisill Weld County Office of Emergency Management 1150 O St. Greeley Co. 80632 970-304-6540 Office 970-381-0417 Cell Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Tammy Waters Sent: Thursday, March 28, 2013 4:00 PM To: Bethany Salzman; Dan Joseph; Janet Carter; Frank Piacentino; Roy Rudisill Cc: Brad Yatabe; Sara Evans; Deb Adamson Subject: New Retail Liquor - Crow Valley Liquor LLC The following applicant has submitted a request for new Retail License. Please provide any comments you may have before April 12, 2013. A .pdf copy of the application materials is attached. ESTABLISHMENT: Crow Valley Liquor, LLC Crow Valley Liquor 37937 Hwy 14 Briggsdale, CO 80611 Current license expires: New License 1 Tammy Waters From: Sent: To: Subject: Janet Carter Friday, March 29, 2013 11:09 AM Tammy Waters RE: New Retail Liquor - Crow Valley Liquor LLC This is an existing facility accessing off of SH 14. Public Works doesn't have any comments at this time. Janet L Carter Traffic Engineer Weld County Public Works Dept. P.O. Box 758, Greeley, CO 80632 Tele-970.356.4000 ext 3726 Fax- 970.304.6497 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Tammy Waters Sent: Thursday, March 28, 2013 4:00 PM To: Bethany Salzman; Dan Joseph; Janet Carter; Frank Piacentino; Roy Rudisill Cc: Brad Yatabe; Sara Evans; Deb Adamson Subject: New Retail Liquor - Crow Valley Liquor LLC The following applicant has submitted a request for new Retail License. Please provide any comments you may have before April 12, 2013. A .pdf copy of the application materials is attached. ESTABLISHMENT: Crow Valley Liquor, LLC Crow Valley Liquor 37937 Hwy 14 Briggsdale, CO 80611 Current license expires: New License Tammy Waters Deputy Clerk to the Board 1150 O Street)P.O. Box 758fGreeley, CO 80632 tel: (970) 336-7215 X5226 1 Department of Planning Services 1555 N 17th Ave Greeley, CO 80631 (970) 353-6100 Weld County Building Inspection Referral Date: April 2, 2013 Applicant: Crow Valley Liquor Address: 37937 Hwy 14 Briggsdale, CO 80611 Project: Building referral for a Site Specific Development Plan and Use by Special Review Permit for the Expansion or extension of a Nonconforming Use (conversion of a restaurant into a package liquor store and for a new liquor license) in the A (Agricultural) Zone District. After reviewing the application and documents submitted, the Building Inspection Department has the following comments: 1. A Change of use building permit is required for the non conforming use of an A-2 Occupancy (Restaurant) to an M occupancy (package liquor store) Frank Piacentino Weld County Department of Building Inspection Hello