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Home My WebLink About20081876.tiff FINDINGS AND RESOLUTION RE: FINDINGS AND RESOLUTION CONCERNING APPLICATION OF PCT, LLC, DBA THE SPA, FOR A MASSAGE PARLOR LICENSE The application of PCT, LLC, dba The Spa, 10763 Turner Boulevard, Unit A, Longmont, Colorado 80504, for a Massage Parlor License, came on for hearing on the 7th day of July, 2008, at 9:00 a.m., at which time the Board deemed it necessary to continue the matter to July 9, 2008, at 9:00 a.m., to allow the applicant to be present, and At said hearing on July 9, 2008, the Board of County Commissioners of Weld County, Colorado, having heard the testimony and evidence adduced at said hearing, having considered the testimony,evidence and remonstrances filed with said Board,and having carefully weighed the same, now makes the following findings: 1. The evidence discloses that the applicant has not sustained the burden of proof as to the desires of the inhabitants. 2. The applicant's past associations with the previous operator, coupled with statements obtained by the Weld County Sheriffs Office in the course of prior investigations, call into question the good character and reputation of the applicant. 3. The applicant has not proven the reasonable requirements of the neighborhood. 4. The applicant has not obtained the necessary credentials through certification, education, and/or licensure. 5. The establishment does not contain the proper furniture, fixtures, or equipment for the proposed business uses. RESOLUTION WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has considered the application of PCT, LLC, dba The Spa, 10763 Turner Boulevard, Unit A, Longmont, Colorado 80504, for a Massage Parlor License, and WHEREAS, said applicant has paid to the County of Weld the sum of $350.00 for the hearing fee, in addition to the other required fees, and WHEREAS, due to the Findings of the Board of County Commissioners in this matter as stated herein, the Board deems it advisable to deny said application for a Massage Parlor License for PCT, LLC, dba The Spa. 2008-1876 CO '. SO . LC0049 /�1 �L C' 7 -ice ..r>y MASSAGE PARLOR LICENSE - PCT, LLC, DBA THE SPA PAGE 2 NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that having examined said application, the qualifications of the applicant, and the testimony of those present at the hearing, does hereby deny said application. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 9th day of July, A.D., 2008. BOARD OF COUNTY COMMISSIONERS '., iz--„, WELD COUNTY, COLORADO ATTEST: %� -i a5iC ill H. Jerke, Chair Weld County Clerk to the ..a � ,�\ '` � ;,1 4 r Robert , ProTem BY: � ti/d i�� f•' �� o y Deputy Clerk . the Board (� Wilrcia °""'X APP VE AS TO F • C. UU vid E. Long uric Att ey Dougla Rademacher SOY of signature: 2008-1876 LC0049 MASSAGE PARLOR LICENSE By tion of the Board of County Commissioners of the County of Weld, State of Colorado, taken this day of July,2008,the application of PCT, LLC, dba The Spa, IS HEREBY GRANTED a Massage P for License for a term beginning July 9, 2008, and ending July 8, 2009, on property described as: 10 3 Turner Boulevard, Unit A, Longmont, Colorado 80504 This License authorizes CT, LLC, dba The Spa, to conduct business at said establishment in strict conformity to all of the I s of the State of Colorado and the rules and regulations relating thereto. This License is subject compliance with the terms and conditions as set forth in the application materials and to additio I conditions set forth by the Board and attached hereto. LICENSE (APPROVED) OR (APP VED WITH CONDITIONS) this 9th day of July, 2008. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO 7D EN William H. Jerke, Chair JUL 0 9 2008 ATTEST: Weld County Clerk to the Board BY: Deputy Clerk to the Board NOTE: THIS LICENSE MAY BE REVOKED FOR FAILING TO MEET THE CONDITI S SET FORTH HEREIN. cc: Sheriffs Office Liquor Enforcement Officer 2008-1876 LC0049 • • WELD COUNTY COLORADO MASSAGE PARLOR LICENSE APPLICATION/RENEWAL APPLICATION THIS APPLICATION and related documents must be filed with the Weld County Clerk to the Board, 915 Tenth Street, Greeley, Colorado_ 80631. Every question and item must be answered completely. A license fee payable by certified check or money order made payable to the Weld County Treasurer must be submitted with this application. The initial license fee is 350, and the annual renewal license fee is $150 .00. **For new applications, complete each answer thoroughly and attach additional sheets as needed.** **For renewal applications, complete each answer on the first page and all information in the balance of the application which is new.** ***ALL EMPLOYEES AND OWNERS MUST BE PHOTOGRAPHED AND FINGERPRINTED*** PCT, LLC Name of Applicant Date filed with Clerk & Recorder Applicant is a: Corporation Individual Partnership X Limited Liability Company The Spa Trade Name of Establishment (DBA) 33-1179230 F.E. I.N. Social Security Number N/A State Sales Tax Number 10763 Turner Blvd. , Unit A Longmont, CO 80504 Address of Premises Mailing Address City/ State/ Zip **Attach diagram of premises** ***If this is a transfer of ownership or renewal, complete the next question.*** N/A N/A N/A Present Trade Name/Establishment Present License No. Expiration 2008-1876 WELD COUNTY PERSONAL INFORMATION AND REFERENCES Note: This information must be completed by each individual applicant who will operate as a sole proprietor; for a partnership, by all general partners and limited partners owning more than 10% of the applicant; for a limited liability company, by all managers and all members owning more than 10% of the applicant; for a corporation, by all officers and all stockholders owning more than 10% of the corporation, and by all employees who will be administering massage as defined by C.R.S. 12-48 .5-101 et seq. The information provided in this PERSONAL INFORMATION AND REFERENCE document is necessary for the licensing authority or their assignees to perform the investigation. All questions must be answered completely. Each answer will be checked to its truthfulness, and a deliberate falsehood will jeopardize the success of the application. 1. Name of Business: The Spa (FTC LLC d/b/a The Spa) 2 . Your Name: Last Steinbach First Su 3 . Residence Address : 9766 Kalispell St. . Commerce City. CO 80077 4 . Date of Birth: June 21, 1962 5. Place of Birth: Korea 6. Physical Description: Height 5'4" Weight 120 lbs. Hair Color: Black Eye Color: Brown Sex: Male X Female Race Asian 7. Current Driver' s License: X Yes No If Yes, give Number 01-150-0566 Expiration Date 6-21-2013 , and State Colorado 8 . Are you a U.S. Citizen? Yes x No Are you a Naturalized Citizen? Yes x No If Yes, in what State Name of District Court: Date of Certificate: 9. Are you an alien? X Yes No If Yes, Alien' s Registration Card Number: 042-308-758 Permanent Residence Card Number: 042-308-758 10. Social Security Number: 518-33-7635 11. Name of current Employer: Self-employed with PCT LLC Type of Business: Address of Business/Place of Employment: Street and Number: City, State and Zip Code: Employer' s Telephone Number: Current Position: Supervisor's Name: 12 . Names of all relatives working in massage parlor industry: Name Relationship Position Employer Name To You Held and Location None 13 . Names of three (3) responsible character witnesses who can attest to your qualifications as a licensed operator. Indicate how many years you have known the individual. Name and Years Known Street Address City Zip Code Telephone (7 years) William F. Cooper III 9766 Kalispell St. . Commer Ciry. CO 80022 (101) 335-8425 (6 years) Larry K. Raile, Sr. 8968 Fox Dr. #104, Thornton, CO 80260 (303) 335-8425 (8 years) George R. Tsuda 3139 Green Dailey Rd. . Cheyenne. WY 82001 (307) 632-4327 STATE OF COLORADO COUNTY OF WELD 5�. -�� t.-ir'L��',__� � being first duly sworn, deposes and says that she/he is the Applicant, or a duly authorized representative of the Applicant, above-named and that the information set forth herein is true and correct to the best of his/her knowledge. The Applicant, or the Applicant's representative, further states that the additional information requested within this application which is given for the purpose of supporting the application for a massage parlor license is being filed simultaneously with the Weld County Clerk to the Board, which entity will submit the application to the Board of County commissioners of Weld County, which is the local licensing authority having jurisdiction over the applicant. Applicant Subscribed and sworn to before me this . clt'day of _cry , 200 . by at tt-, 1 . (,App., 7/ . ;f t) . -t�lc �2 Notary Public -",'�•' •: u; O My Commission expires: �. D it) - :� '\ i • 1. If applicant is a PARTNERSHIP, answer the following: Attach a copy of the partnership agreement. On what date did the partnership begin? Name of each general Home Address, Social Date partner and each City and State Security of limited partner with Number Birth more than 10% interest 2 . If applicant is a LIMITED LIABILITY COMPANY, answer the following: Attach a copy of: The Articles of Organization The Operating Agreement Certificate of Good Standing from Colorado Secretary of State On what date was the limited liability company formed? 9/10/07 Name of responsible party: Su Steinbach Name of each member Home Address, Social Date and manager with City and State Security of more than 10% interest Number Birth Su Steinbach 9766 Kalispell St. 518-33-7635 6/21/62 Commerce City, CO 3 . If applicant is a CORPORATION answer the following: Corporation is organized under the laws of the state of If corporation organized outside of Colorado, give date authorized to do business in Colorado: Attach copy of Certificate of Authority from Colorado Secretary of State. Date of incorporation: Date of last annual report to Secretary of State: Name of each officer Home Address, Social Date (identify president, City and State Security of vice-president, Number Birth treasurer & secretary Name of each Home Address, Social Date stockholder with City and State Security of more than 10% interest Number Birth Name of each Home Address, Social Date Director and/or City and State Security of Trustee of Number Birth Corporation 4 . Other than those listed above, identify all other persons, partners, stockholders, officers, directors, managers, members or firms who have or will have a financial interest in the applicant, either because they have an ownership interest in the business or property or because they have loaned money to the applicant. State their names and addresses and identify their relationship to applicant (ie. , bank, relative, friend, previous owners) . State also the nature of their financial involvement expressed in dollars or other items of value, (ie. , inventory, furniture or equipment, etc. ) . NAME ADDRESS INTEREST Attach copies of all promissory notes, security interests or other written agreements by which any person will share in the profits of gross proceeds of the establishment and any agreement relating to the business which is contingent in any way by volume, profit, sales, giving of advice, or consultation. If the agreement is not written, provide details of the agreement and identify the other party. 5 . Is applicant, or any of the partners (of a partnership) , or officers, stockholders or directors (of a corporation) , or managers or members (of a limited liability company) under the age of eighteen (18) years? Yes X No 6. If any of the above are under the age of eighteen (18) , identify by name and date of birth. N/A 7. Has the applicant or any of the partners, stockholders, officers, directors, managers, or members ever been convicted of a crime? Yes X No If yes, explain in detail. Omit minor traffic violations. N/A 8. Have persons lending assistance or financial support to the applicant, or the manager or employees ever been convicted of a crime? Yes X No If yes, explain in detail. Omit minor traffic violations. N/A 9. State whether the applicant owns or rents the premises . Owns x Rents Attach a copy of the deed or lease. 10 . Have you ever been denied a massage parlor license? Yes X No 11. Have you ever had a massage parlor license revoked? Yes X No 12 . You must submit complete plans and specification for the interior of the building if it is existence at the time of the Application. If the building has not yet been built, an architect' s drawing must be submitted along with the plans and specifications. WELD COUNTY COLORADO CONSENT TO RELEASE FINANCIAL INFORMATION TO WHOM IT MAY CONCERN: WHEREAS, an application for a Massage Parlor License has been submitted and I, j„L am associated with the applicant in the capacity of ,y c-r,p_ger , and I fully understand that an investigation of my credit standing and business reputation is necessary for the approval of the license, NOW, THEREFORE, I hereby consent to and authorize the release of any and all personal and business books, records, checkbooks, income accounts, forms and applicable data and information relative to my credit standing and business reputation by any person or entity having possession or control of this Consent To Release Financial Information, or a true copy of a signed copy thereof, upon the express condition, however, that the release of information is limited to an investigation conducted pursuant to the aforesaid licensing and operation thereunder; but this consent shall continue to operate so long as the above named licensee shall hold said license, if granted, and for the terms and conditions of any renewals or extensions thereof. IN WITNESS WHEREOF, I have set my hand and seal in the County of LOR_Ack , and State of CO\O o c1© , this 1'day of *sank? .2144STATE OF Cslcrc ) --� ss . COUNTY OF LAL-lcA Subscribed and sworn to before me this -T1--day of C 2001 , by S.— _5'1EL lbc-cA Notary Public r My commission expires : 7a . 8, ,,,qDt) c � \ c . • • PUBLIC NOTICE Pursuant to the Laws of the State of Colorado (Name of Applicant) PCT, LLC requested this licensing authority to grant a Massage Parlor License as provided by law for premises located at 10763 Turner Blvd. , Unit A. Longmont, CO 80504 A public hearing will be held on t his application on the _ day of , 20 at 9:00 a.m. before the Board of County Commissioners of Weld County in the Commissioner' s hearing Room of the Centennial Building, located at 915 10th Street, Greeley, Colorado. Petitions, remonstrances, and other written statements may be filed with the office of the Clerk to the Board at 915 10th Street, P.O. Box 758, Greeley, Colorado 80632 . BOARD OF COUNTY COMMISIONERS OF THE COUNTY OF WELD, COLORADO WELD COUNTY LICENSING AUTHORITY Date of Publication: Please Bill: Clerk to the Board Attn: 915 10th Street P.O. Box 758 Greeley, Colorado 80632 970-336-7215 • • FINGERPRINTING FOR MASSAGE PARLOR APPLICATION Complete and t,return to Sheriff's Department Date: /6 - J$- yT- / / Name: .≤4eI lV b,.4c , .5 O IC. Last First Middle 9+ C447 Address 9n 6. ko.Cdiroity 6Th-+ieneacn St £O Zip jay/ea Telephone Number 30 9/0 Sari Social Security Numberjl$- 33-76435 Date of Birth `o'al— (nZ Place of Birth /6512 if M V r Height: S ft Y in Weight: 1 2 6 Hair Color: 13 LwL/C Eye Color: pK.uc lvl Race: }=lg:Iti W Name of Massage Parlor: '7l,e SPA Received By: Signature: SHERIFF'S DEPARTMENT USE ONLY Mug No. FPC: FBI Number: FINGERPRINTING FOR MASSAGE PARLOR APPLICATION Complete and return to Sheriff's Department Date: Name: Last First Middle Address City St Zip Telephone Number Social Security Number_-_- Date of Birth Place of Birth Sex: M F Height: ft in Weight : Hair Color: Eye Color: Race: Name of Massage Parlor: Received By: Signature: SHERIFF'S DEPARTMENT USE ONLY Mug No. FPC: FBI Number: Date 03/10/08 SO WELD COUNTY RECORDS GREELEY 1950 "O" STREET GREELEY, CO 80631 RE: STEINBACH, SU OK DATE OF BIRTH: 06/21/1962 SOC: 518337635 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 the 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 that 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, Robert C. Cantwell, Director Colorado Bureau of Investigation EXHIBIT 1 FLOOR PLAN N 0 — a 00 o )a a)a a.v., o al.c = s W K E 0 W J E m 1 ;aso10 W m d E E O N c E 7 Iii 4*N 3 E E oo 0 o O N in U U aNi CL illiarN) sai 0 N E 3 N E E N o in IP Ft o I t r • , Ci _.,/ -th. a1 m O cA 00 2 m a)L ': O ti Jason EXHIBIT 2 COPY OF LEASE AGREEMENT AGREEMENT AGREEMENT(referred to in this document as"Agreement")made on the Effective Date set forth in the signatory section(referred to in this Agreement as the Signatory Section")between CASTLE TOWN INC., a Nevada corporation,hereinafter referred to as"Castle Town" and PCT LLC,a Wyoming Limited Liability Company as Sub-Lessee. In this Agreement the Sub-Lessee will sometimes be referred to as"PCT LLC,""Sub-Lessee," "You"or"Your." RECITALS A. You wish to sublease the area identified as 10763 Tumer Blvd,Unit A, Longmont,Colorado 80504. In this Agreement the area identified as 10763, Unit A, Longmont, Colorado shall be referred to as the"Building." B. This Agreement is being entered into for the purpose of defining the rights,duties and liabilities of Castle Town and You. IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN,THE PARTIES AGREE AS FOLLOWS: L Adequacy of Building. Castle Town sub-leases to You the Building for the period referred to in Section 3 of this Agreement. You have inspected the Building and the equipment and agree it is adequate without further addition,modification, change maintenance or repair for You to conduct Your business 2. Purpose of Sublease; Use. Sub-Lessee may use and occupy the Building for any lawful purpose and Sub-Lessee shall not use or occupy nor permit the Building,or any part thereof,to be used or occupied for any unlawful business,use or purpose,nor for any purpose or any manner which is in violation of any present or future governmental laws or regulations. It shall be Sub-Lessee's sole and exclusive responsibility to meet all licensing requirements of any governmental entity having jurisdiction over the use the Building is put to by Sub-Lessee. Sub- Lessee shall not allow any noise or other nuisances thereon which would cause disruption of normal activities on adjacent premises. 3. Term of Sublease. The term(the "Term")of this Agreement shall start and then terminate on the date set forth in the Signatory Section of this Agreement. Termination of this Agreement shall occur automatically upon the termination date provided in the Signatory Section. Possession of the Building shall be returned to Castle Town three(3)days prior to the termination of this Agreement. 4. Rent. You shall pay to Castle Town as basic rent the amount set forth in the Signatory Section of this Agreement. Payment is deemed made only when actually received by Castle Town as provided in the Signatory Section of this Agreement. The amount of monthly rent cannot be increased during the Initial Term set forth in the Signatory Section of this Agreement,however, if the rental term ends and You continue to occupy the Building, Castle Town may raise the rent if Castle Town gives written notice to You no later than ten(10)days prior to the end of the calendar month in which the increase is to take effect. 5. Utilities.Castle Town shall at its expense furnish such gas,electricity,water,sewer and trash pick up to the Building as are reasonably required by You in the conduct of Your business. Telephone and Korean Cable TV. Castle Town shall at its expense provide basic telephone service with one line through a local telephone provider chosen by Castle Town. You agree that You will not charge long distance calls or other calls that will result in any special charges such as a(900)call to the line provided by Castle Town. Any Long Distance calls or other calls charged to Castle Town will be charged to You at the prevailing rate plus$1.00 per minute. (For example if you make a 10 minute long distance call on the Castle Town line which is charged by the Carrier to Castle Town at$0.50 per minute You will pay Castle Town$15.00 for that 1 call. If you charge a(900)or other call that is charged to Castle Town at$3.00 per minute you will be charge$4.00 per minute for that call.) Castle Town at its expense shall provide Korean TV(basic only). Any pay per view or other special charges shall be charged back to You at the prevailing rate. If the special charges for Korean TV exceed$100.00 in any month You will be charged a sur charge equal to twice that amount. (Thus, if the special charges on Korean TV are$100.00 you will liable only for the actual charges [$100.00] as no sur charge will be due. If you charge$101.00 you will be charged$202.00). Sums in excess of the basic charges for telephone and Korean TV will be due on the I st day of the month after the receipt of the charges by Castle Town and shall be paid by you depositing these sums in addition to the monthly rent then due as provided in the Signatory Section of this Agreement. Your failure to comply with the terms of this section 5 will result in the disconnecting of the telephone and cable service without reduction of the Monthly Rent and application of the Security Deposit to all charges,at the option of Castle Town. 6. Relationship of Parties. Castle Town is not responsible for withholding or paying,and shall not withhold or pay, any amounts for withholding tax, FICA, insurance or other similar items relating to You or Your business. You shall be solely responsible for deducting and paying such items. You shall not be eligible or entitled to any of the benefits to which employees of Castle Town may be entitled,such as worker's compensation, unemployment compensation, insurance,paid vacations, paid holidays,pension,profit sharing, Social Security,and other benefits. Nothing in this Agreement shall be construed by Castle Town or You nor by any third party as creating an employer/employee relationship between Castle Town and You,and nothing contained herein shall be construed as creating a partnership or joint venture or any other agency between Castle Town and You, it being understood that the relationship between Castle Town and You is limited to sublessor and sublessee. Each party understands and agrees that Your business is a separate entity, separate and distinct from Castle Town's business and that Castle Town's business is a separate entity,separate and distinct from Your business conducted at the Building. 7. Damages. Castle Town shall not be liable to You for any damage by or from any act or negligence caused by the misuse of the Building by You. You agree to pay for any damage to the building, as well as all damage or injury suffered by Castle Town,caused by misuse or neglect of the Building by You or Your customers. 8. Compliance With Lease and Laws. In the event Castle Town's Lease for all or any part of the Building is terminated for any reason, You agree to vacate the Building along with Castle Town in accordance with the Lease. If the termination of the Lease is not due to Your violation of this Agreement the Security Deposit subject to the terms of this Agreement shall be returned to you. If the termination of the Lease is due to your violation of this Agreement the Security Deposit will be forfeited by You. 9. Repairs. You shall maintain the Building,and any equipment furnished by Castle Town to You, in good repair and condition during the continuance of this Agreement. In the case of damage arising from Your acts or negligence or Your customers or agents acts or negligence,You shall be responsible for the damage caused by You or Your agents or customers. 10. Alterations,Additions or Improvements. You shall not make any alterations, additions or improvements on or to the Building. If You violate this provision and make any alteration, addition or improvement they shall become the property of Castle Town and shall remain on and be deemed part of the Building at the termination of this Agreement. You will not be entitled to any compensation or reimbursement for any alteration, addition or improvement you make to the Building. 11. Liens. You shall undertake no activity of any kind or permit the placement of any lien on the Building. If You violate this provision,you will pay all amounts costs or expenses undertaken to remove and satisfy any such lien. 2 12. Access to Premises. You shall allow the Owner of the Building and Castle Town,including their respective agents or employees,free access to the Building at all reasonable times for the purpose of inspecting or making repairs,additions or alterations to the Building. 13. Signs. During the term of this Sub-Lease no signs or symbols shall be placed on windows or doors of the Building or any exterior part of the Building by You. Any sign so placed on the Building shall act as an immediate termination of this Sub-Lease and a forfeiture of all deposits made by You. 14. Sales,Assignments and Subleases. You shall not assign this Agreement or sublease the Building or any part thereof,or interest therein,without the prior written consent of Castle Town. This Agreement shall not be assigned by operation of law. Assignment or sublease of the Building without the prior consent of Castle Town will act an automatic forfeiture of the Security Deposit. Notwithstanding the foregoing an assignment to an entity owned exclusive, i.e. 100%by you does not require the prior consent of Castle Town. 15. Quiet Enjoyment. Subject to Your strict and timely compliance with the other provisions of this Agreement, Castle Town will defend Your peaceful enjoyment and possession of the Building during the term of this Agreement. 16. Default by Castle Town . If Castle Town fails or neglects to perform its obligations under this Agreement then You may,after reasonable notice in writing of not less than thirty(30)days,terminate this Agreement. 17. Default by Sub-Lessee. If You fail to cure any violation or default under the terms of this Agreement within 30 days after written notice to You of such violation or default then Castle Town may terminate this Agreement. In the event Castle Town reasonably believes that You have engaged in a use other than that permitted by Section 2 above, Castle Town may immediately terminate Your right to possession as provided in this Agreement. 18. Termination and Surrender. You shall,at the expiration of the Agreement,surrender any keys to the Building. You will also deliver the Building in the same condition as existed at the commencement of the Initial Term,reasonable wear and tear excepted. 19. Amendment. This Agreement may not be amended except by an instrument in writing and signed on behalf of Castle Town and You. 20. Successors and Assigns. Subject to any exception found in this Agreement,the terms and provisions of this Agreement shall be binding upon and inure to the benefit of Castle Town and You and their respective successors and assigns. 21. SECURITY DEPOSIT. In lieu of personal liability with respect to the terms,covenants and conditions of this Agreement there has been deposited with Castle Town a security deposit in the sum of$10,000.00 to be held by Castle Town without liability for interest, as security for the faithful performance by PCT LLC of all the terms,covenants,and conditions of this Agreement during the Term of this Agreement. If, at any time during the term of this Agreement, any sum payable by You to Castle Town shall be due and unpaid,then Castle Town may, at the option of Castle Town apply any portion of said deposit to the payment of any such unpaid rent or other sum. Upon request of Castle Town, You shall restore the security deposit to its original sum of ten thousand dollars $10,000.00. In the event of Your failure to keep and perform any of the terms, covenants and conditions of this Lease then Castle Town, at its option, may apply the Security Deposit until it is exhausted or so much of the Security Deposit as may be necessary,to compensate Castle Town for loss or damage sustained or suffered by Castle Town due to such breach on Your part. Should the entire deposit,or any portion thereof,be applied by Castle Town for 3 the payment of overdue rent or other sums due and payable to Castle Town by You,then You shall,upon the written demand of Castle Town, immediately remit to Castle Town a sufficient amount in cash to restore said security to the original sum deposited,and your failure to do so within five(5)days after receipt of such demand shall constitute a breach of this Agreement. Should You comply with all of said terms, covenants and conditions and promptly pay all of the rent as it falls due, and all other sums payable by You to Castle Town,the Security Deposit shall be returned to You no later than fifteen(15)days after the end of this Agreement less any portion of the Security Deposit which may have been utilized by Castle Town to cure any default or applied to any damages suffered by Castle Town. 22. Notices. Any notice from one party to another,required by the terms of this lease agreement,may be delivered in person to such party(delivered to one of two or more persons named as a party shall be effective notice to all),or shall be delivered by first class mail,postage prepaid,and shall be deemed given one day after the date mailed,addressed to the respective parties as follows: Castle Town Inc: Castle Town Inc.,357 Main St.,#3, Longmont,CO 80501. Telephone: 303-532-2861. Sub-Lessee: 10763 Turner Blvd. Longmont,CO 80504.303-772-1227 IN WITNESS WHEREOF,the parties have executed this Agreement in Weld County,Colorado, as set forth below in the Signatory Section. Effective Date of this Agreement November I,2008. Initial Term of this Agreement: Start Date:November 1, 2007,to Termination Date:July 31,2008. Monthly Sub-Lease Payment to be paid by Sub-Lessee to Castle Town as follows: I. On November 1,2007, Seven Thousand Five Hundred Dollars($7,500.00)for the month of November 2007. 2. Every month thereafter Sub-Lessee shall pay on the first day of each month($7,500.00.) Lease payments to be paid by Sub-Lessee depositing the monthly Lease Payments of($7,500.00)in the Castle Town corporate banking account using the deposit slips provided to Sub-Lessee by Castle Town. Sub-Lessor: Castle Town Inc. Sub-Lessee: PCT LLC,a Wyoming Limited Liability Company By the firm: Print Name: Su Steinbach, Manager Signature: 4 1 • • STATE OF WYOMING' . Office of the Secretary of State 1,MAX MAXPIBLD;SECRETARY OF STATE of the STATE OP WY'OM1N4,do . . -- hereby certify that the filing requirements for the goes of this certifieste have been Wiled, • • . CERTIFICATE OF ORGANIZATION .. .. PCT LLC • ' :, Accordingly,the undersigned,by virtue of the authority vested in me by law,hereby •.. • issues this Certificate. have affixed.itiey etrf tlst.Seal of the State of Wyotnmg&i :.: . ::.. official.certi fcatc at C ute,Wyoming on this le day`o.Se mber,2001..: ...: . . • • • • t►G r • i0 4.„ Jig �. , . 'qr By: Yolanda M.cionzal k... • r, _ .. .. .;.:, ntedDatei 091101.2407 ,'. .... :: • : .. .. .. .. .. • . .. : .. . ' • • WY Secretary of State FILED: 0911012007 02:00 PM ID: 2007-000543026:. ARTICLES OF ORGANIZATION FOR A D0.MFSTIC LIMITED LIABILITY COMPANY Wyoming Secr e'tasy of State phone(307)777-7311)7312 ThcCapitol Building,Room 110 Fax(307)777-5339 00 W.Loth Street E-mail:corporatiou( state.wy us • Cheyenne.WY 82002-0020 1. The name of the limited liability company is: PCT LLC 2. The period of its duration is; 1 . _ -- xjr:.. r t)r :..::.... ....Jo :/nwry'"!gti'"`P4r.s.......... ...,..... ..u..� 9F.z 4 -" ;1::,s:O;;Ai ;: • urmop6¢7)sredWuspwc{flc Jai.uarhas"Da 31,2033") 3. . The purpose for which the limited liability company is organized is: . •• •. , . . • Wellness Provider ' . • • 4. The name and addirets Of its registered agent is: Bt iaeas l"&1,mgs.uuer iu99.114 Inc • ' .. •. 1720 Carey Ave.,Cheyenne,Wyoming 82001 .' ••. t 1ht regisaY+d*tjpeser moo'Ui erefiida)irtra7,te:taitiYrlt hr this slarto►•ndtiiwraNr urfis►mgeit esrpeeo4cs ourlenre-rrl en uvat.ucr batbsese in MD stain.navttsgtft bnairrtas.Y affirm iderueival with;ikh rpgistst tt*give.Do*awe e a Pa>t()Ince 3w.;' iMit iDr.p • .. Box) 5. The mailing address where correspondence and annual report forms can be sent: 1.220 Carey Ave.,Cheyenne,Wyoming 82001 . 6. The total amount of cash and a description and agreed value of prOpettiotherthan cash ' contributed is: zem .�� • �.._. • --- —---- Ti. The total additional contributions,if any,agreed tobe.made by all is:mtt�Crs t.1 its`wh: orevesrts upon tbeba peningofWhichthey shall be made are: ..`s' . m additional conmbutrons are to be made tRss :. r 8. The right,ifgiven;of therneMbers to admit additionalizieinhers,and tlse.teis ;asid ot`t1r1e:':• • adtrtiSSlt)t13re. - _.._ y . 9. The right.if given„aft enxnainingmembersofthelimitedhabilitvcompanytocontira►et ehusule s on the death,resignation,expulsion.banlmuptcy or dissolution of a member or occurrence of any other event which terminates the confirmed membership of a member of the limited liability many: the limited liability company will not be continued . ... 10. Complete either item#1 or Item#2 1)The limited liability company is to be managed by a manager or managers.The names and ad- dresses of the managers who are to serve as manager;until the firstamnia',meeting of the members or until;thee suceesstttr electedaod ly are • 2:l The managemient of the limiied liability company is read to the niensbens,The i urteaarsd of the me bets et a _ Su Steinbach,9766:Kalispell Street,Cam.City,.GQ,t361(t22. . (� f 1 Date: t `'I Sipe&: . • • • Filing Fee:$10400 The time Mist iticlttde tvuerls"€.unU/edL;ir ilit}rt r i{iany,"ornsabbravtattons"it"4:•::. • "L.L.C.,>"I.unitedCorn/m y,"or its.abbtket us"t "or"LC.,""LtditiObiDliCOmapartyi7.-Lta.....• Liability Co."or"LiMited l tabifity Co:": :•. • • 2. Articles must be accon tpaudesd6htavvn•t�tettxeppctstttment.eiEecuted.Erytttereghtened' .. .•• •. 3 Make check payable eoSecretaryu(Smto. l lcda-Revised:12f2003 • COAISENT TO APPOINTMENT BY REGIS'T'ERED AGENT Wyoming Secretary of State Photte(307)7771311/7312 The Capitol Buiiding,Room 110 Fax(307)777.5334 200 W.24th Street F-mail:eorporatians@ ate:.wyits Cheyenne,WY 82002-0020 Business.Tqi l+7nc tntetna__:_�...�.....�.:,>:___.,... :.: :��-.:,votuntarity consent to sere as the registered agent for PCT t[c on the date shown beLovv • Tbe registered agent certifies that heL:(chock one) . • (af An individual who resides in ttrir:rye and:whose business of • fice is identical with the registered office; (ta) A domestic corporation or not-forprofit domestic corporation • © whose business ofce is identical with the registered a free,or . (ri A fotrign corporation or not-for profit foreign corporation au- thorized to transact business in this state whose business office is identical with the registered uIfl e: t } Dated this 1 day or Q . , . Signattner�f. tad ent 6°5;t:VICSS'-1't 1n 4P-C.ria� G •�, C.. Revised:.1412003 • • 0 0 oC Q >. o a) n y o o).c E a) = t. W WCe J 4 laso�� w E E o o O N E c E = d E o o .@o0 0 C 00 cc = 3 asexeevau,,:�- e. sn:':unss;rsme.res.., N U U e .AS-\\I . oa E o ti a) Eto' E N L H II o Lu er 5 a I H aaarxe ,:: xmex@; H ei v,'. . c f E E ! _ E E N o Hct CO 4i ;asoio : EXHIBIT 3 CERTIFICATE OF ORGANIZATION • III ..:STATE OF WYOMING t ftice°of the Secretary of State I.MAX MAXFJELI?,SECRETARY OF STATE of the STATE OF WYOMING,do • hereby certify that.the filing requirements for the issuances of this certificate have been fulfilled,:' CERTIFICATE OF ORGANIZATION PCI'LLC ::..,r�..,..,,..�..::cE''.:.'::.:r:?:}E.,,..:['.:'. '.._..:i:::'.': ..:'.' :.. .....:....: i'?::''• ,,,,.;:":,_:_ isa:::.i.: .....!?:i: `'::e.':':'T?../...,,,'...,,':..••Accordingly,the undersigned,by virtue of the authority vested:'in le by law,hereby• ':'.:::: _issues this Certificate: I have affixed hereto the Great Seal of the State of Wyoming and duly executed this ::..... official certificate at Cheyenne. Wyoming on this 10`''day of:September,2007. . • • • �x ti , J l ) - By: Yolanda M.Gonzalez . .__.::.:,'.:.•., Pitta Date,:09/10;20(17 .. EXHIBIT 4 ARTICLES OF ORGANIZATION • • WY Secretary of State . . FILED: 09/10/2007 02:00 PM ID: 2007-000543028 • ARTICLES OEORGANIZATIO FOR A DOMESTIC LIMITED LIABILITY COMPANY Wyoming Secretary of State PhOne(307)7774311/7312 The Capitol Building,Room 110 Fax (307)777-.O39 200W.24th Street . . E-mail:corporations@sta*e.xy.us ttZtl02-0020 • I • Thename of the limited liability company is: PCT i.I.C •. •:-.. =2:I.. i tse peperiodpfits duration is: ..•. "' alia iv the r Nr cfreeet_LLC tntc e44 it/f' i.i iiid ut: ti�,ii rta::rt number r<ft 0,71'S.ti a J .. . _or ma),he listed as[7 spcciflc date such ea"tie:.?).2155"1 .�,.. ..,. 3. .• The purpose for which tine h mitetl liability company ist;`rganizs d is: . . Weliness Provider . d. Then am•eandaddretsg.of its registered agent is BW.liax s Filing'.ante banal,tiie. 1720 Catty.A ,;t;b + W'yomirs _Ft2081 ---— --- ____-----.-.-- __. ____.__ • (.Tile rrgrstr*d emi may be an outividu al maidens en thin xta:.:trr a dnnrCA ri,-oe foreign tmrjrratian atOot lttedla t.•oUu el .. . '. :business in this stare;having a bolsi nets office blenticat MihAn:h registered<lite AO*owe a Poo.0 frit Boit to M alt • :. Bite) S. The mailing address where correspondence and annual report forms can be sent: • 1120 Caney Ave.,Cheyenne,Wyoming 82001 • • •:: : :,< 1 :N::':: Sttotala no ha 'a ptioti:and t raid:ofpi i'ir :t 1[p'ci• ••::::'.;.. :: ':' .' :.:::: -. .............• Cwt '7 ' The total additional contributions, tobemade ` altritscrsbets,,,, .,+ir►y,rtgtd by : or events upon the,happening of which they shall be made are. . . no additional contributions at-t:to be made 8. The tight,if given.of the members to admit additional members;and the tetrr s*ad.. . . arm' admission are: • • • The right,ifgiven,oftheremainingmembersofthelintitedliabilitycompanytoc.mtinueMebusiness bathe death,resignation,:expulsion,cpulsion,bankruptcy dissolution,of a member or occurrence of any other event whichteininatc,the ccmtinuedmemb hipof a Membertitthelimitedliability company: •• the limited liability company will not be txititinued • 1t. Completgeitber:tem gitteni#Z • 1} The limited liability company is to be managed by a manager or managers.The names and ad- . . • dresses of the managers who are to serve as tnanagt is until the first mutual ttteetittgolthe members of • • . their successtus are el qualify untilelected qua if are: • • • • • • ent of the limited liability ,,,may is reserved to the company mss.`[1 fes and • )... of tbe members are: • Su Ste€nba b;,9766:Kalispell Street,.Commeree City;CO.8ilt • • `':. ,. ,. . • • Signed:: • • Filing Fee:$100.00 • 1. The name must include tote words`Limited Liability Company,'or its abbreviations"LLC"or "L.L,(,; 'timited-Company,"or its abtueviaticros"LC' or"L.C.;""Ltd.Liability Company,""Ltd_ __ LiabiEityC.o.,".o -LimitedL ilityCo.". 2. • iictes most he accompanied by awtittnit iisaoitstmentc edited bythe registered Make check payable to Secretary.of5tite. • leth:, 1212 .... • EXHIBIT 5 OPERATING AGREEMENT Operating Agreement of PCT, Limited Liability Company PCT Limited Liability Company Operating Agreement This Operating Agreement (this "Agreement") is entered into this 10th day of November, 2007, by and between PCT, LLC (the "Company"), and Su Steinbach(the"Member"). Explanatory Statement The Member will organize and operate a limited liability company in accordance with the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the parties, intending legally to be bound, agree as follows: Section I Defined Terms The following capitalized terms shall have the meanings specified in this Section I. Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them. "Act" means the Wyoming Limited Liability Company Act, as amended from time to time. "Agreement" means this Agreement, as amended from time to time. "Cash Flow" means all cash funds derived from operations of the Company (including interest received on reserves), without reduction for any noncash charges, but less cash funds used to pay current operating expenses and to pay or establish reasonable reserves for future expenses, debt payments, capital improvements, and replacements as determined by the General Manager. "Code" means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law. "Company" means the limited liability company formed in accordance with this Agreement. "WSOS" means the Wyoming Secretary of State. "General Manager" is the Person designated as such in Section V. "Member" means Su Steinbach and any Person who subsequently is admitted as a member of the Company. 3 "Membership Interest" means a Person's share of the Profits and Losses of, and the right to receive distributions from, the Company. "Membership Rights" means all of the rights of a Member in the Company, including a Member's: (i) Membership Interest; (ii) right to inspect the Company's books and records; and (iii)right to participate in the management of and vote on matters coming before the Company. "Person" means and includes any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity. "Profit" and "Loss" means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company's taxable income or loss determined in accordance with the Code. "Regulation" means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code. "Transfer" means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means, voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer. Section II Formation and Name: Office; Purpose; Term 2.1. Organization. The Member caused Articles of Organization to be filed with the Wyoming Secretary of State on September 10, 2007. 2.2. Name of the Company. The name of the Company shall be "PCT, LLC." The Company may do business under that name and under any other name or names upon which the General Manager selects. If the Company does business under a name other than that set forth in its Articles of Organization, then the Company shall file a trade name certificate as required by law. 2.3. Purpose. The Company is engage in any lawful business. 2.4. Term. The term of the Company shall begin upon the acceptance of the Articles of Organization by the WSOS and shall continue in existence for perpetuity, unless its existence is sooner terminated pursuant to Section VII of this Agreement. 2.5. Principal Office. The principal office of the Company in the State of Wyoming shall be located at 1720 Carey Ave., Cheyenne, Wyoming, 82001, or at any other place which the General Manager selects. 2.6. Resident Agent. The name and address of the Company's resident agent in the State of Wyoming shall be Business Filings International, Inc., 1720 Carey Ave., Cheyenne, Wyoming, 82001. S. Section III Member; Capital; Capital Accounts 3.1. Initial Capital Contributions. Upon the execution of this Agreement, the Member shall contribute to the Company 100% of the initial capital contributions. 3.2. Additional Capital Contributions. The Member shall not be required to contribute any additional capital to the Company, and shall have no personal liability for any obligation of the Company. 3.3. No Interest on Capital Contributions. The Member shall not be paid interest on its Capital Contribution. 3.4. Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall not have the right to receive the return of any Capital Contribution. 3.5. Loans. The Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member agree. Section IV Profit, Loss, and Distributions 4.1. Distributions of Cash Flow and Allocations of Profit or Loss. 4.1.1. Profit or Loss. All Profit and Loss shall be allocated to the Member. 4.1.2. Cash Flow. Cash Flow for each taxable year of the Company shall be distributed to the Member no later than seventy-five (75) days after the end of the taxable year, or at such other time as the General Manager shall determine. 4.2. Liquidation and Dissolution. 4.2.1. If the Company is liquidated, the assets of the Company shall be distributed to the Member. 4.2.2. The Member shall not be obligated to restore any "negative capital account." 4.3. General. 4.3.1. Except as otherwise provided in this Agreement, the timing and amount of all distributions shall be determined by the General Manager. 57S 4.3.2. The General Manager is hereby authorized, upon the advice of the Company's tax counsel, to amend this Article IV to comply with the Code; provided, however, that no amendment shall materially affect distributions to the Member without the Member's prior written consent. Section V Management: Rights, Powers, and Duties 5.1. Management. 5.1.1. General Manager. the Company shall be managed by a General Manager, who may, but need not, be the Member. Su Steinbach is hereby designated to serve as the initial General Manager. 5.1.2. General Powers. The General Manager shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company for the purposes herein stated, and to make all decisions affecting such business and affairs, including, without limitation, for Company purposes, the power to: 5.1.2.1. acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible; 5.1.2.2. construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property; 5.1.2.3. sell, dispose, trade, or exchange Company assets in the ordinary course of the Company's business; 5.1.2.4. enter into agreements and contracts and to give receipts, releases, and discharges; 5.1.2.5. purchase liability and other insurance to protect the Company's properties and business; 5.1.2.6. borrow money for and on behalf of the Company, and, in connection therewith, execute and deliver instruments authorizing the confession of judgment against the Company; 5.1.2.7. execute or modify leases with respect to any part or all of the assets of the Company; 5.1.2.8. prepay, in whole or in part, refinance, amend, modify, or extend any mortgages or deeds of trust which may affect any asset of the Company and in connection therewith to execute for and on behalf of the Company any extensions, renewals, or modifications of such mortgages or deeds of trust; 5.1.2.9. execute any and all other instruments and documents which may be necessary or in the opinion of the General Manager desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Company; 5.1.2.10. make any and all expenditures which the General Manager, in its sole discretion, deems necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting, and other related expenses incurred in connection with the organization, financing, and operation of the Company; 5.1.2.11. enter into any kind of activity necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Company; and 5.1.2.12. invest and reinvest Company reserves in short-term instruments or money market funds. 5.1.3. Extraordinary Transactions. Notwithstanding anything to the contrary in this Agreement, the General Manager shall not undertake any of the following without the approval of the Members: 5.1.3.1. any sale of all or substantially all of the assets of the Company; 5.1.3.2. the Company's lending more than $5,000.00 of its money on any one occasion. 5.1.3.3. the admission of additional members to the Company; and 5.1.3.4. the Company's engaging in business in any jurisdiction which does not provide for the registration of limited liability companies. 5.2. Meetings of and Voting by Members. A meeting of the Member and the General Manager may be called at any time by either the Member or the General Manger. The Member may also act by written consent. 5.3. Personal Services. 5.3.1. The Member shall not be required to perform services for the Company solely by virtue of being a Member. Unless approved by the General Manager, the Member shall not perform services for the Company or be entitled to compensation for services performed for the Company. S, 5.3.2. Unless approved by the Member, the General Manager shall not be entitled to compensation for services performed for the Company. However, upon substantiation of the amount and purpose thereof, the General Manager shall be entitled to reimbursement for expenses reasonably incurred in connection with the activities of the Company. 5.4. Duties of Parties. 5.4.1. (1) A General Manager elected pursuant to this Operating Agreement shall perform his or her duties as a manager in good faith, in a manner he or she reasonably believes to be in the best interests of the limited liability company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Person who so performs his duties shall not have any liability by reason of being or having been a General Manager of the Company. (2) In performing his duties, a General Manager shall be entitled to rely on information, opinions, reports, or statements of the following persons or groups unless he has knowledge concerning the matter in question that would cause such reliance to be unwarranted: (a) One or more employees or other agents of the Company whom the manager reasonably believes to be reliable and competent in the matters presented; (b) Any attorney, public accountant, or other person as to matters which the General Manager reasonably believes to be within such person's professional or expert competence; or (c) A committee upon which he does not serve, duly designated in accordance with a provision of the Articles of this Organization or this Agreement, as to matters within its designated authority, which committee the General Manager reasonably believes to merit confidence. 5.5. Liability and Indemnification. 5.5.1. The General Manager shall not be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act performed by the General Manager within the scope of the authority conferred on the General Manager by this Agreement, except for actions or omissions constituting fraud, gross negligence, or an intentional breach of this Agreement or applicable law. 5.5.2. the Company shall indemnify the General Manager for any act performed by the General Manager within the scope of the authority conferred on the General Manager by this Agreement, except for actions or omissions constituting fraud, gross negligence, or an intentional breach of this Agreement or applicable law. The Company shall promptly notify the Members whenever the General Manager has been so indemnified by the Company. S- 5.6. Power of Attorney. 5.6.1. Grant of Power. The Member constitutes and appoints the General Manager as the Member's true and lawful attorney-in-fact ("Attorney-in-Fact"), and in the Member's name, place and stead, to make, execute, sign, acknowledge, and file: 5.6.1.1. one or more articles of organization; 5.6.1.2. all documents (including amendments to articles of organization) which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification of this Agreement; 5.6.1.3. any and all other certificates or other instruments required to be filed by the Company under the laws of the State of Wyoming or of any other state or jurisdiction, including, without limitation, any certificate or other instruments necessary in order for the Company to continue to qualify as a limited liability company under the laws of the State of Wyoming; 5.6.1.4. one or more fictitious or trade name certificates; and 5.6.1.5. all documents which may be required to dissolve and terminate the Company and to cancel its articles of organization. 5.6.2. Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of an Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney. Section VI Transfer of Interests and Withdrawals of Members 6.1. Transfers. 6.1.1. The Member may freely Transfer all or any portion of or any interest or rights in his/her/its Membership Rights or Membership Interest. 6.1.2. The Transfer of a Membership Interest pursuant to this Section 6.1 shall not result, however, in the Transfer of any of the transferor's other Membership Rights, if any, and the transferee of the Membership Interest shall have no right to become a Member or exercise S. S any Membership Rights other than those specifically pertaining to the ownership of a Membership Interest. Unless otherwise agreed by remaining Members holding a majority of Percentages. 6.2 Amendment to Operating Agreement. Upon transfer of Membership Rights if less than all of the Membership Rights, the Member and the transferee shall adopt such amendments to this Operating Agreement in order to facilitate the taxation of the Company as a partnership for purposes of state and federal income tax laws. Section VII Dissolution, Liquidation, and Termination of the Company 7.1. Events of Dissolution. the Company shall be dissolved upon the written election of the Member. 7.2. Liquidating Trustee. If the Company is dissolved, the General Manager shall act as liquidating trustee. The General Manager shall liquidate and reduce to cash the assets of the Company as promptly as is consistent with obtaining a fair value therefor and, unless otherwise required by law, shall apply and distribute the proceeds of liquidation, as well as any other Company assets, first, to the payment of creditors of the Company, including the Member in his/her/its capacity as a creditor, in satisfaction of the liabilities of the Company; then to the Member. 7.3. Filing of Statement of Intent to Dissolve and Articles of Dissolution. If the Company is dissolved pursuant to Section 7.1, the General Manager shall promptly file a Statement of Intent to Dissolve with the WSOS. After the affairs of the Company are wound up pursuant to Section 7.2, the General Manager shall promptly execute and file Articles of Dissolution with the WSOS. If there is no General Manager, then the Articles of Cancellation shall be filed by the Member; failing this, the Articles shall be filed by the legal or personal representatives of the Person who last was the Member. Section VIII Books, Records, Accounting, and Tax Elections 8.1. Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts maintained in the Company's name. The General Manager shall determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein. 8.2. Books and Records. The General Manager shall keep or cause to be kept complete and accurate books and records of the Company and supporting documentation of transactions with respect to the conduct of the Company's business. The books and records shall be maintained in accordance with sound accounting practices and shall be available at the Company's registered office for inspection and copying at the reasonable request, and at the SS expense, of the Member during ordinary business hours. Without limiting any of the foregoing, the General Manager shall keep or cause to be kept at the registered office the following: 8.2.1. A current listing of the full name and last known business, residence, or mailing address of the Member and each Manager, both past and present; 8.2.2. A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; 8.2.3. Copies of the Company's federal, state, and local income tax returns and reports, if any, for the three most recent years; 8.2.4. Copies of any currently effective Agreement, copies of any writings regarding contributions of members or members' liability therefor, and copies of any financial statements of the Company for the three most recent years; 8.2.5. A statement prepared and certified as accurate by the General Manager which describes the amount of cash and a description and statement of the agreed value of the other property or services contributed by the Member. 8.3. Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company's taxable year shall be selected by the General Manager, subject to the requirements and limitations of the Code. 8.4. Reports. Within seventy-five (75) days after the end of each taxable year of the Company, the General Manager shall cause to be sent to the Member: (i) an annual compilation report, prepared by the Company's independent accountants in accordance with standards issued by the American Institute of Certified Public Accountants; and (ii) a report summarizing the fees and other remuneration paid by the Company to the Member, the General Manager, or any Affiliate in respect of the taxable year. In addition, within seventy-five (75) days after the end of each taxable year of the Company, the General Manager shall cause to be sent to the Member that tax information concerning the Company which is necessary for preparing the Member's income tax returns for that year. At the request of the Member, and at the prepared by independent accountants for the period requested by the Member. 8.6. Tax Elections. The General Manager shall not have the authority to make any Company elections under the Code. 8.7. Title to Company Property. All real and personal property acquired by the Company shall be held and owned, and conveyance made, by the Company in its name. S S Section IX General Provisions 9.1. Assurances. The Member shall execute all such certificates and other documents and shall do all such filing, recording, publishing, and other acts as the General Manager deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company. 9.2. Notifications. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively a "notice") required or permitted under this Agreement must be in writing and either delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested. Any notice to be given hereunder by the Company shall be given by the General Manager. A notice must be addressed to the Member at the Member's last known address on the records of the Company. A notice to the Company must be addressed to the Company's principal office. A notice delivered personally will be deemed given only when acknowledged in writing by the person to whom it is delivered. A notice that is sent by mail will be deemed given three (3) business days after it is mailed. Any party may designate, by notice to all of the others, substitute addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute addresses or addressees. 9.3. Complete Agreement. This Agreement constitutes the complete and exclusive statement of the agreement among the Member and the Company. It supersedes all prior written and oral statements, agreements or understandings, including any prior representation, statement, condition, or warranty. Except as expressly provided otherwise herein, this Agreement may not be amended without the written consent of all the Member. 9.4. APPLICABLE LAW ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, AND INTERPRETATION OF THIS AGREEMENT AND THE PERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAW, NOT THE LAW RELATING TO CONFLICTS OF LAWS, OF THE STATE OF WYOMING. 9.5. Section Titles. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof. 9.6. Binding Provisions. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns. 9.7. Jurisdiction and Venue. Any suit involving any dispute or matter arising under this Agreement may only be brought in the United States District Court for the District of Colorado or any Wyoming State Court having jurisdiction over the subject matter of the dispute or matter. S, All Members hereby consent to the exercise of personal jurisdiction by any such court with respect to any such proceeding. 9.8. Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the identity of the Person may in the context require. 9.9. Separability of Provisions. Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid. 9.10. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to be executed, as of the date set forth hereinabove. COMPANY By: tek Name: Su Steinbach Title:Manager MEMBER > 1 Su Steinbach � EXHIBIT 6 STATEMENT OF FOREIGN ENTITY AUTHORITY Document processing fee If document is filed on paper $125.00 If document is filed electronically Currently Not Available Fees& forms/cover sheets are subject to change. To file electronically,access instructions for this form/cover sheet and other information or print copies of filed documents,visit www.sos.state.co.us and select Business Center. Paper documents must be typewritten or machine printed. ABOVE SPACE FOR OFFICE USE ONLY Statement of Foreign Entity Authority filed pursuant to §7-90-301,et seq. and §7-90-803 of the Colorado Revised Statutes(C.R.S) ID number(if applicable): 1.True name: PCT LLC 0 2.Assumed entity name (if different from True name) 3. Use of Restricted Words(f any of these terms are contained in an entity name,true 0 "bank"or"trust"or any derivative thereof name of an entity, trade name or trademark ❑ "credit union" ❑ "savings and loan" stated in this document,mark the applicable 0 "insurance","casualty","mutual",or"surety" box): 4. Principal office street address: 9766 Kalispell St. 0 (Street name and number) Commerce City 114:4i $0.422 0 (City) (State) (Postal/Zip Code) (Province—if applicable) (Country—if not US) 4. Principal office mailing address: (if different from above) (Street name and number or Post Office Box information) (City) (State) (Postal/Zip Code) (Province-if applicable) (Country--if not US) 5. Registered agent: (if an individual): Steinbach a su p (Last) (First) (Middle) (Suffix) OR(if a business organization): 6.The person appointed as registered agent in the document has consented to being so appointed. AUTHORITY Page I of 3 Rev.6/15/2005 7. Registered agent street address: 9766 Kalispell St. 0 (Street name and number) Commerce City in CO 80022 (City) (State) (Postal/Zip Code) 8. Registered agent mailing address: (if different from above) (Street name and number or Post Office Box information) (City) (State) (Postal/Zip Code) (Province-if applicable) (Country-if not US) 9. Form of entity: Limited Liability Company 10.Jurisdiction of formation: Wyoming II. Date entity commenced(or expects to commence)transacting business or conducting activities in Colorado: 11/01/2007 q (mm/dd/yyyy) 12. (Optional) Delayed effective date: (mot/tic/4W) 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. 13.Name(s)and address(es)of the individual(s)causing the document to be delivered for filing: Groom n Patrick (Last) (First) (Middle) (Suffix) 822 7th St, Ste. 760 (Street name and number or Post Office Box information) Greeley o C, OD 80631 a (City) (State) (Postal/Zip Code) (Province-if applicable) (Country—ifnot US) (The document need not state the true name and address of more than one individual. However,if you wish to state the name and address of any additional individuals causing the document to be delivered for filing,mark this box O and include an attachment stating the name and address of such individuals.) Disclaimer: AUTHORITY Page 2 of 3 Rev.6/15/2005 C This form,and any related instructions,are not intended to provide legal,business or tax advice,and are offered as a public service without representation or warranty. While this form 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. Questions should be addressed to the user's attorney. AUTHORITY Page 3 of 3 Rev.6/15/2005 MASSAGE PARLOR REVIEW FORM Date: November 26, 2007 TO: {DEPUTY} FROM: CTB SUBJECT: Massage Parlor Application Please review all records on the following property for any associated reports during the last year and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering issuance of a Massage Parlor License. A hard copy of the application will be sent to you through inter-office mail. PLEASE RESPOND NO LATER THAN: December 10, 2007 ESTABLISHMENT: PCT, LLC CIO SU STEINBACH 10763 TURNER BLVD, UNIT A LONGMONT, COLORADO 80504 No concerns _ Deputy's Initials The Sheriffs Office had a concern and the deputy has mutually worked with the property owner to correct the concern. (Complete Attached Worksheet) Unresolved concerns exist requiring a Probable Cause Hearing scheduled by the Board of County Commissioners. (Complete Attached Worksheet) Please notify AIL NW 44/1)400/-- at Extension $176 of the date and time of the Board of Commissioner's hearing. Massage Parlor Worksheet The following concerns are noted: frt., grfAref't le7Ear o The property owner and the Sheriffs Office have collectively agreed to implement the following to correct concerns noted above: (A time line and corrective action should be listed for each concern) Property Owner, Please Print Date Property Owner Signature Deputy's Signature Use another sheet of paper or attach separate proposal to this packet if needed. Attach copies of all reports associated with this property for the last year. Both the Deputy and the Property will be required to attend the Massage Parlor Hearing to testify to the above agreement. Interoffice Memo �1'Rlpp Py : /. To: County Commissioners (via CTB) (a cogsFrom: Detective Alan Caldwell Date: 01/04/08 Topic: Massage Parlor Application for"The Spa" Licensing of the business establishment known as The Spa is not recommended. The license applicant, Su Ok Steinbach, is linked to the previous business that operated at the same location and whose owner,Yong Gates, was arrested for operating a place of prostitution in the same location where the applicant intends to conduct business. The applicant was also identified as a prostitute during a federal investigation. Summary: On November 4, 2002 Immigration and Customs Enforcement received information from the Colorado Bureau of Investigation concerning alleged criminal money laundering, alien harboring, and interstate prostitution within the State of Colorado. According to CBI, certain massage parlors were being utilized as illegal prostitution enterprises. On April 28, 2003 operation Rising Sun was authorized to investigate these allegations. On August 20, 2003 federal, state and local officers served 11 federal search warrants and 25 local search warrants in the Denver metro area and vicinity. One of the search warrants was executed at Sun Health Spa, located at 10763 Turner Boulevard, Longmont, Weld County, Colorado. (This is the same location were the applicant intends to conduct business.) The purpose of the search warrants was to find evidence of criminal interstate prostitution and alien harboring. During the investigation Su Ok Steinbach was contacted inside the business along with business owner Yong Cho Gates and another female. On August 13, 2004 ICE Special Agent Chris Robinson and Special Agent Gregory Wertsch interviewed Weld County resident Kenneth Brachtenbach. During the interview Brachtenbach stated that he has patronized Sun Health Spa on three occasions. Brachtenbach stated that on the first occasion he received a shower and a back massage from a woman, later identified as Steinbach. He stated that after the massage the woman asked him if he wanted anything else and made hand gestures indicating that masturbation, fellatio and intercourse could be purchased. Brachtenbach stated that he then paid $100 for fellatio. Brachtenbach stated that on the other two occasions that he went to the spa he paid between 150 and $175 for sexual intercourse. Special Agent Robinson showed a photo lineup to Brachtenbach. He was able to identify photo number five as being the prostitute with whom he had sexual encounters at Sun Health Spa. Photograph - 1 - number five on the photo line-up was identified as Su Ok Steinbach. On December 15, 2005 a Weld County undercover deputy was sent into Sun Health Spa and was offered sexual intercourse in exchange for$140 (Weld County case 05-6553, # 5). The female was later identified as Ok Yu Hui. Weld County deputies then assisted federal agents in the execution of a search warrant at that location. During the search of the premises deputies and federal agents found large amounts of currency, condoms, and lingerie, a douche, and k-y jelly. Steinbach was not on scene but her driver's license, social security card, Visa card, Frontier Airlines frequent flyer card, Delta Air lines frequent-flier card, United Airlines frequent flyer card, and Alaska Airlines frequent-flier card were found on the premises. Business owner Yong Gates was arrested for keeping a place of prostitution and Ok Hui Yu was arrested for prostitution. George Tsuda was detained and later released. On October 23, 2007 Weld County Detective Rinne and I escorted Planning and Zoning Officer Bethany Salzman and a building inspector to The Spa to notify them of the massage parlor application process. The front door to the establishment was locked. Next to the front door I observed a door bell. Eventually Steinbach opened the door and was contacted. Steinbach was dressed in a one piece tight fitting multicolor dress just long enough to cover her pubic area. Steinbach stated that she has been an employee of the spa for approximately two months. She said she was compensated by check for her services as a massage specialist. She stated that she did not know the name of the business owner and referred to him as "Lee". Steinbach stated that "Lee" was currently out of state. She said she was the only person in the establishment at the time. The hot tub inside the establishment had an open side panel exposing the interior engine to view. The interior of the establishment appeared to be in the same condition as I saw it when investigating Weld County case 05-6553. I observed a security video monitor in the rear kitchen/living room of the establishment which covered the exterior of the establishment according to Steinbach. On November, 2007 Steinbach submitted a massage parlor application to Weld County. She indicated that she was self employed through the business. The business was incorporated in the State of Wyoming. She listed George Tsuda as a character witness. On December 6, 2007 I met with CBI agent Mark Rule. On previous days I had contacted Agent Rule and requested his assistance with obtaining additional background information on Su Ok Steinbach. Agent Rule provided me with a wage report for Steinbach which shows that wages were paid to her by Yong Gates while employed at the Sun Spa between 2003 and 2005. Respectfully, lan Caldwell Detective—Weld County - 2 - MEMORANDUM TO: JENNY VANEGDOM, CTB ••i FROM: DAN JOSEPH IENVIRONMENTAL HEALTH SERVICE C DSUBJECT: MASSAGE PARLOR APPLICATION ATE:COLORADO CC: CINDY SALAZAR; SARA EVANS In response to your request, Environmental Health Services has reviewed the Retail Food Service Establishment file for The Spa, located at 10763 Turner Boulevard, Longmont, Colorado. The Department recommends the following: 1) Obtain a swimming pool/spa license(recommendation) 2) Obtain a Retail Food Establishment license (required if food prepared in kitchen is served to clients) In addition, Dan Joseph attempted to inspect the premises on December 7, 2007, and found that the facility had an open sign, but that the door was locked. Dan pushed the buzzer and knocked on the door but received no answer. The Department recommendations are only based on a review of the paper work. Should you have any questions regarding this matter, please contact me via e-mail at Joseph@co.weld.co.us or by phone at 970-304-6415 extension 2206. Thank you. Dan Joseph Environmental Specialist III MEMORANDUM 01M1‘, To: Jenny VanEgdom, Deputy Clerk to the Board January 16, 2008 From: Bethany Salzman, Zoning Compliance Officer, Dept. of Planning Services Subject: LC0049 COLORADO Review of the following liquor license application by the Department of Planning Services shows the following: PCT, LLC, dba The Spa c/o Su Steinbech (owner c/o Patrick Groom, Attorney Witwer, Oldenburg, Barry&Johnson, LLC 822 7th Street, Suite 760 Greeley, CO 80631 Zone District: C-3 Commercial (through COZ-106) This use is permitted through a Site Plan Review(SPR-107) permit. No violations are occurring on the property at this time: however, per 12-48.5 C.R.S.a Massage Parlor permit is also required in order to operate in Weld County. If approved,the Department of Building Inspections will conduct a thorough building inspection. If corrections are required, they will need to be corrected within a timely fashion. Please notify me of the scheduled hearing date related to this case. SERVICE.TEAMWORK.INTEGRITY,QUALITY n MEMORANDUM rin TO: Stephanie Arries, Assistant County Attorney November 30, 2007 VIIDc FROM: Jenny VanEgdom, Deputy Clerk to the Boarkl r V'Z_ COLORADO SUBJECT: Massage Parlor Application �� Please find an attached copy of the Massage Parlor Application for the following applicant: PCT, LLC, dba The Spa Go Su Steinbech (owner) do Patrick Groom, Attorney Witwer, Oldenburg, Barry & Johnson, LLC 822 7th Street, Suite 760 Greeley, Colorado 80631 ESTABLISHMENT LOCATION: 10763 Turner Boulevard, Unit A Longmont, Colorado 80504 Please review with comments and return. Also, our office needs guidance concerning Setting the Neighborhood and Designating a Commissioner to make an on-site inspection, since this is a brand new process. Thank you. 11414 Liquor CHECKLIST FOR ON-SITE INSPECTIONS OF PREMISES FOR APPLICATIONS PURSUANT TO THE COLORADO MASSAGE PARLOR CODE 1. Check the applicant's diagram of the premises to verify that it is correct. Specifically, has the applicant"complied with the architect's drawing and plans and specifications submitted upon application?" C.R.S. §§ 12-48.5-113 and 12-48.5-115(4). 2. Check to see if the"building in which the business is to be conducted is ready for occupancy with such furniture, fixtures, and equipment in place as are necessary"to allow the applicant to carry on the practice of massage. C.R.S. § 12-48.5-104(4). "Massage" means "a method of treating the body for remedial or hygienic purposes, including but not limited to rubbing, stroking, kneading, or tapping with the hand or an instrument or both." C.R.S., § 12-48.5-103(5). 3. Observe if there are other massage parlors within the neighborhood in order to determine the reasonable requirements of the neighborhood. C.R.S., § 12-48.5-104(4). 4. Check to see that the premises has posted on it in a"conspicuous place" a sign providing notice of the hearing before the Board of County Commissioners. C.R.S., § 12-48.5- 104(2). When was it posted? 5. Is the premises a location where a massage license was refused in the past two years on the basis that the reasonable requirements of the neighborhood and the desires of its inhabitants did not provide it justification? C.R.S. § 12-48.5-105(3). LexisNexis(TM) CD Page 1 of 1 12-48.5-115. Results of investigation decision ol:authorities. . (1) Not less than five days prior to the date of the hearing, the local licensing authority shall make known its findings based upon its investigation, in writing, to the applicant and other interested parties. The local licensing authority has authority to refuse to issue any license for good cause, subject to judicial review. (2) Before entering any decision approving or denying the application, the local licensing authority shall consider, except where this article specifically provides otherwise, the facts and evidence produced as a result of its investigation, including the reasonable requirements of the neighborhood for the license for which application has been made, the desires of the inhabitants, the number, type, and availability of other massage parlors located in or near the neighborhood under consideration, and any other pertinent matters affecting qualifications of the applicant for the conduct of the business proposed. (3) Any decision of a local licensing authority approving or denying an application shall be in writing stating the reasons therefor and shall be made within thirty days after the date of the public hearing, and a copy of such decision shall be sent by certified mail to the applicant at the address shown in the application. (4) No license shall be issued by any local licensing authority after approval of an application until the building in which the business is to be conducted is ready for occupancy with such furniture, fixtures, and equipment in place as are necessary to comply with the provisions of this article, and then only after inspection of the premises has been made by the licensing authority to determine that the applicant has complied with the architect's drawing and plans and specifications submitted upon application. Source: L. 77: Entire article added, p. 739, § I, effective July 1. http://198.187.128.12/colorado/Ipext.dll/Infobase4/1/186d6/1 b5db/1d764/1e86... 1/25/2008 LexisNexis(TM) CD Page 1 of 1 12-48.5-106. Refusal of license bs local Iicensing,autlwrit4. The local licensing authority shall refuse a license if the premises on which the applicant proposes to conduct its business do not meet the requirements of this article, or if the character of the applicant or its officers or directors is such that violations of this article would be likely to result if a license were granted, or if, in its opinion, licenses already granted for the particular locality are adequate for the reasonable needs of the neighborhood. Source: L. 77: Entire article added, p. 736, § 1, effective July 1. http://198.187.128.12/colorado/Ipext.dll/Infobase4/1/186d6/1 b5db/1d764/1e86... 1/25/2008 BOARD OF COUNTY COMMISSIONERS PHONE (970)336-7204, EXT.4200 FAX: (970) 352-0242 P.O. BOX 758 O GREELEY, COLORADO 80632 COLORADO July 1, 2008 PCT, LLC, dba The Spa Attn: Su Steinbech 10763 Turner Boulevard, Unit A Longmont, Colorado 80504 RE: Report of Investigation for Colorado Massage Parlor License Application - PCT, LLC, dba The Spa Dear Ms. Steinbech: On February 7, 2008, I traveled to the proposed massage parlor licensed premises known as The Spa, located at 10763 Turner Boulevard, Unit A, Longmont, Colorado. While there I made an on-site inspection regarding the massage parlor license application filed. The application will be heard by the Board of County Commissioners on, July 7, 2008, at 9:00 a.m. My inspection revealed the following: 1. The proposed licensed premises generally complies with the "architect's drawing and plans and specifications submitted upon application?" C.R.S. §§ 12-48.5- 113 and 12-48.5-115(4). 2. The building in which the business is to be conducted is not"ready for occupancy with such furniture, fixtures, and equipment in place as are necessary" to allow the applicant to carry on the practice of massage. C.R.S. § 12-48.5-104(4). "Massage" means "a method of treating the body for remedial or hygienic purposes, including but not limited to rubbing, stroking, kneading, or tapping with the hand or an instrument or both." C.R.S., § 12-48.5-103(5). There were only beds there for massages, with no massage tables present. 3. There are no other massage parlors within the neighborhood. C.R.S., § 12-48.5-104(4). 4. The sign noticing the place, date, and time of the hearing for the massage parlor license application was posted by the applicant in such a manner that the notice was conspicuous and plainly visible to the public, when I was there on June 30, 2008. C.R.S., § 12-48.5-104(2). 5. The premises is not a location where a massage license was refused in the past two years. C.R.S. § 12-48.5-105(3). Very truly yours, BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO a Douglas Rademacher, Commissioner cc: Bruce Barker, County Attorney cc: Patrick Groom, Applicant's Attorney 06/10/2018 17 01 FAX 14808360847 lit 001/004 AGREEMENT AGREEMENT(referred to in this document as"Agreement")made on the Effective Date set forth in the signatory section(referred to in this Agreement as the Signatory Section")between CASTLE TOWN INC., a Nevada corporation,hereinafter referred to as"Castle Town"and the Sub-Lessee whose name is set forth in the Signatory Section. In this Agreement the Sub-Lessee will sometimes be referred to as"Sub-Lessee,""You"or "Your." RECITALS A. You wish to sublease the area identified as 10763 Turner Blvd, Unit A, Longmont,Colorado 80504. In this Agreement the area identified as 10763,Unit A, Longmont, Colorado shall be referred to as the"Building." B. This Agreement is being entered into for the purpose of defining the rights,duties and liabilities of Castle Town and You. IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN,THE PARTIES AGREE AS FOLLOWS: 1. Description of Premises.Castle Town subleases to You the Building for the period referred to in Section 3 of this Agreement. You have inspected the Building and the equipment and agree it is adequate without further addition, modification,change maintenance or repair for You to conduct Your business 2. Purpose of Sublease;Use. Sub-Lessee may use and occupy the Building for any lawful purpose and Sub-Lessee shall not use or occupy nor permit the Building,or any part thereof, to be used or occupied for any unlawful business, use or purpose,nor for any purpose or any manner which is in violation of any present or future governmental laws or regulations. It shall be Sub-Lessee's sole and exclusive responsibility to meet all licensing requirements of any governmental entity having jurisdiction over the use the Building is put to by Sub-Lessee. Sub- Lessee shall not allow any noise or other nuisances thereon which would cause disruption of normal activities on adjacent premises. 3. Term of Sublease. The term(the "Term")of this Agreement shall start(except as provided in Section 21 of this Agreement)and then terminate on the date set forth in the Signatory Section of this Agreement. Termination of this Agreement shall occur automatically upon the termination date provided in the Signatory Section. Possession of the Building shall be returned to Castle Town three(3)days prior to the termination of this Agreement. 4. Rent. You shall pay to Castle Town as basic rent the amount set forth in the Signatory Section of this Agreement. Payment is deemed made only when actually received by Castle Town as provided in the Signatory Section of this Agreement. The amount of monthly rent cannot be increased during the Initial Term set forth in the Signatory Section of this Agreement, however, if the rental term ends and You continue to occupy the Building,Castle Town may raise the rent it'Castle Town gives written notice to You no later than ten(10)days prior to the end of the calendar month in which the increase is to take effect. 5. Utilities. Castle Town shall at its expense furnish such gas,electricity,water,sewer and trash pick up to the Building as are reasonably required by You in the conduct of Your business. Telephone and Korean Cable TV,Castle Town shall at its expense provide basic telephone service with one line through a local telephone provider chosen by Castle Town. You agree that You will not charge long distance calls or other calls that will result in any special charges such as a(900)call to the line provided by Castle Town. Any Long Distance calls or other calls charged to Castle Town will be charged to You at the prevailing rate plus S 1.00 per minute. (For example if you make a 10 minute long distance call on the Castle Town line which is charged by the Carrier to Castle Town at$0.50 per minute You will pay Castle Town S15.00 for that call. If you charge a(900) or other call that is charged to Castle Town at$3.00 per minute you will be charge 54.00 per minute for that call.) • 06/10/2018 17.01 FAX 14808360847 ®002/004 Castle Town at its expense shall provide Korean TV(basic only). Any pay per view or other special charges shall be charged back to You at the prevailing rate. If the special charges for Korean TV exceed$100.00 in any month You will be charged a sur charge equal to twice that amount. (Thus, if the special charges on Korean TV arc$100.00 you will liable only for the actual charges ($100.00]as no stir charge will be due. If you charge$101.00 you will be charged $202.00). Sums in excess of the basic charges for telephone and Korean TV will be due on the 1" day of the month after the receipt of the charges by Castle Town and shall be paid by you depositing these sums in addition to the monthly rent then due as provided in the Signatory Section of this Agreement. Your failure to comply with the tents of this section 5 will result in the disconnecting of the telephone and cable service without reduction of the Monthly Rent and application of the Security Deposit to all charges,at the option of Castle Town. 6. Relationship of Parties. Castle Town is not responsible for withholding or paying,and shall not withhold or pay,any amounts for withholding tax,FICA, insurance or other similar items relating to You or Your business. You shall be solely responsible for deducting and paying such items. You shall not be eligible or entitled to any of the benefits to which employees of Castle Town may be entitled, such as worker's compensation,unemployment compensation,insurance, paid vacations,paid holidays, pension,profit sharing,Social Security,and other benefits. Nothing in this Agreement shall be construed by Castle Town or You nor by any third party as creating an employer/employee relationship between Castle Town and You,and nothing contained herein shall be construed as creating a partnership or joint venture or any other agency between Castle Town and You,it being understood that the relationship between Castle Town and You is limited to sublessor and sublessee. Each party understands and agrees that Your business is a separate entity, separate and distinct from Castle Town's business and that Castle Town's business is a separate entity,separate and distinct from Your business conducted at the Building. 7. Damages. Castle Town shall not be liable to You for any damage by or from any act or negligence caused by the misuse of the Building by You. You agree to pay for any damage to the building, as well as all damage or injury suffered by Castle Town,caused by misuse or neglect of the Building by You or Your customers. 8. Compliance With Lease and Laws. In the event Castle Town's Lease for all or any part of the Building is terminated for any reason, You agree to vacate the Building along with Castle Town in accordance with the Lease. If the termination of the Lease is not due to Your violation of this Agreement the Security Deposit subject to the terms of this Agreement shall be returned to you. If the termination of the Lease is due to your violation of this Agreement the Security Deposit will be forfeited by You. 9. Repairs, You shall maintain the Building,and any equipment furnished by Castle Town to You,in good repair and condition during the continuance of this Agreement, In the case of damage arising from Your acts or negligence or Your customers or agents acts or negligence,You shall be responsible for the damage caused by You or Your agents or customers. IC. Alterations,Additions or Improvements. You shall not make any alterations,additions or improvements on or to the Building. If You violate this provision and make any alteration, addition or improvement they shall become the property of Castle Town and shall remain on and be deemed part of the Building at the termination of this Agreement. You will not be entitled to any compensation or reimbursement for any alteration, addition or improvement you make to the Building. I l, Liens. You shall undertake no activity of any kind or permit the placement of any lien on the Building, If You violate this provision,you will pay all amounts costs or expenses undertaken to remove and satisfy any such lien. 12. Access to Premises. You shall allow the Owner of the Building and Castle Town, including their respective agents or employees,free access to the Building at all reasonable times for the purpose of inspecting or making repairs,additions or alterations to the Building. 2 08/1O/2018 17 01 FAX 14808360847 4003/004 13. Signs. During the term of this Sub-Lease no signs or symbols shall be placed on windows or doors of the Building or any exterior part of the Building by You. Any sign so placed on the Building shall act as an immediate termination of this Sub-Lease and a forfeiture of all deposits made by You. 14. Sales.Assignments and Subleases. You shall not assign this Agreement or sublease the Building or any part thereof, or interest therein,without the prior writen consent of Castle Town. This Agreement shall not be assigned by operation of law. Assignment or sublease of the Building without the prior consent of Castle Town will act an automatic forfeiture of the Security Deposit. 15. Ouiet Eniovment. Subject to Your strict and timely compliance with the other provisions of this Agreement,Castle Town will defend Your peaceful enjoyment and possession of the Building during the term of this Agreement. 16. Default by Castle Town , If Castle Town fails or neglects to perform its obligations under this Agreement then You may, after reasonable notice in writing of not less than thirty(30)days,terminate this Agreement 17. Default by Sub-Lessee. If You fail to cure any violation or default under the terms of this Agreement within 30 days after written notice to You of such violation or default then Castle Town may terminate this Agreement. In the event Castle Town reasonably believes that You have engaged in a use other than that permitted by Section 2 above,Castle Town may immediately terminate Your right to possession as provided in this Agreement. 18. Termination and Surrender. You shall,at the expiration of the Agreement, surrender any keys to the Building. You will also deliver the Building in the same condition as existed at the commencement of the Initial Term, reasonable wear and tear excepted. 19. Amendment. This Agreement may not be amended except by an instrument in writing and signed on behalf of Castle Town and You. 20. Successors and Assigns. Subject to any exception found in this Agreement,the terms and provisions of this Agreement shall be binding upon and inure to the benefit of Castle Town and You and their respective successors and assigns. 21. Massage License. In the event your application for a massage license is rejected by the appropriate licensing authority then this lease agreement shall be void from its inception and treated as never being executed by either of the parties to this Agreement. 22. Notices. Any notice from one party to another,required by the terms of this lease agreement, may be delivered in person to such party(delivered to one of two or more persons named as a party shall be effective notice to all),or shall be delivered by first class mail, postage prepaid,and shall be deemed given one day after the date mailed,addressed to the respective parties as follows: Castle Town Inc: Castle Town Inc.,357 Main St.,#3, Longmont,CO 80501. Telephone: 303-532-2861. Sub-Lessee: 10763 Turner Blvd.Longmont,CO 80504. 303.772-1227 M WITNESS WHEREOF,the parties have executed this Agreement in Weld County, Colorado,as set faith below in the Signatory Section. The Rest of This Page Left Blank Intentionally • 06/1G/2018 17 02 FAX 14808360847 gt 004/004 Term of this Ageement: Start Date Contingent on the condition set forth in Section 21 to Termination Date: July 31,2009. Monthly Sub Lease Payment to be paid by Sub-Lessee to Castle Town as follows: 1. In the event this Lease Agreement becomes effective after July 1,2008,as a result of the conditions found in Section 21 of this Agreement the Lease Payment will be prorated for July with Sub-Lessee paying a pro-rata daily rate of($250.00)times the number of days remaining in the Month of July 2008. On August 1,2008, Sub-Lessee will pay Seven Thousand Five Hundred Dollars(57,500.00). 2. Thereafter Sub-Lessee will pay on September 1,2008(57,500.00)and on the first day of each following month Sub-Lessee will pay($7,500.00)through and including July 2009. Cast Town: Sub-Lessee: Print Name: Signature: 4 ‘ a 4 of wilpe 0o y• COLORADO °� -� CI July 1, 2008 : m X •Ox PCT, LLC, dba The Spa m pp Attn: Su Steinbech M O 0 10763 Turner Boulevard, Unit A m X _i Longmont, Colorado 80504 cmm n o O RE: Report of Investigation for Colorado cn r CO dba The Spa 5 O > C. r:. > v Dear Ms. Steinbech: o O z c o On February 7, 2008, I traveled to the prof ct,; o The Spa, located at 10763 Turner Bouleva q... w N an on-site inspection regarding the massac or! �f� ro', be heard by the Board of County Commis UP:: r' 0 D O My inspection revealed the following: c w 1 71 Z 1. The proposed licensed prer to O C O C and plans and specification: _ r H -I Z W -1 113 and 12-48.5-115(4). T te H n m O 73 W W 2. The building in which the bL _ 0 o C m m with such furniture, fixtures, the applicant to carry on the = 1 zz- d a C -0 "Massage" means "a metho ` go gulch)0 Z D purposes, including but not z_ 0 44 > D the hand or an instrument o 7,--- n 0-1-1 r beds there for massages, w - 0Z Y - * .1cc1 3. There are no other massage _ De minz C.R.S., § 12-48.5-104(4). o mzi0 Z7 ZE Z.._ O o 0 4. The sign noticing the place, _ o c license application was post = col o was conspicuous and plain!! 2008. C.R.S., § 12-48.5-10, _ 2 0 a V 5. The premises is not a location where a massage license was refused in the past two years. C.R.S. § 12-48.5-105(3). Very truly yours, BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Douglas Rademacher, Commissioner cc: Bruce Barker, County Attorney cc: Patrick Groom, Applicant's Attorney Hello