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Home My WebLink About20052006.tiff RESOLUTION RE: APPROVE APPLICATION FOR TRANSFER OF OWNERSHIP OF TAVERN LIQUOR LICENSE FROM BUSY, INC., DBA BORDERLINE GALLEY AND COFFEEHOUSE, TO VIPER2, INC., DBA BORDERLINE GALLEY AND COFFEEHOUSE, AND AUTHORIZE CHAIR TO SIGN - SEPTEMBER 7, 2006 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, Viper2, Inc., dba Borderline Galley and Coffeehouse, presented to the Board of County Commissioners of Weld County, Colorado, an application for a Transfer of Ownership of a Tavern Liquor License for the sale of malt, vinous and spirituous liquors, said license previously held by Busy, Inc., dba Borderline Galley and Coffeehouse, and WHEREAS, pursuant to Exhibit 5-H of the Weld County Code, said applicant has paid the required fees to the County of Weld for a Transfer of Ownership of the existing license, and WHEREAS, said applicant has exhibited a State Liquor License for the sale of malt, vinous and spirituous liquors for consumption by the drink on the premises only, outside the corporate limits of any town or city in the County of Weld at the location described as follows: 68947 Highway 85 Carr, Colorado 80504 NOW,THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Weld County, Colorado, having examined said application and the other qualifications of the applicant, does hereby grant License Number 2005-14 to said applicant to sell malt, vinous and spirituous liquors for consumption by the drink on the premises only, only at retail at said location and does hereby authorize and direct the issuance of said license by the Chair of the Board of County Commissioners, attested to by the Clerk to the Board of Weld County, Colorado, which license shall be in effect until September 7,2006,providing that said place where the licensee is authorized to sell malt, vinous, and spirituous liquors for consumption by the drink on the premises only, shall be conducted in strict conformity to all of the laws of the State of Colorado and the rules and regulations relating thereto, heretofore passed by the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for revocation of the license. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said application. 2005-2006 LC0047 (WU. SO, APt t Oct —/5 -OC TRANSFER OWNERSHIP OF LIQUOR LICENSE - BORDERLINE GALLEY AND COFFEEHOUSE PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 13th day of July, A.D., 2005. BOARD OF COUNTY COMMISSIONERS � �� WELD COUNTY, COLORADO I r . 4 s fine � eimi EXCUSED r i., (. .? _• .�'' William erke, Chair rg%lU'• unty Clerk to the Board 1 IMF k. �� 211 .�j' � � 1 I Y 1 __ M. J. eile, Pro eT m Deputy Clerk t'% e Board EXCUSED D vid E. Long APR . D • (� , Robe . Masde Co ty tt rney Glenn Va d Date of signature: $ DD5 2005-2006 LC0047 THIS LICENSE MUST BE POSTED IN PUBLIC VIEW DR 8402102/03/041 STATE OF COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division 1881 Pierce Street,Suite 108 Lakewood,Colorado 80214 VIPER 2 INC BORDERLINE 68947 HIGHWAY 85 CARR CO 80612 ALCOHOLIC BEVERAGE LICENSE Liability Information Account Number County City Indust. Type Liability Date LICENSE EXPIRES AT MIDNIGHT 42-07852-0000 03 020 722110 C 090805 SEP 07, 2006 Type Name and Description of License Fee 2010 TAVERN LIQUOR LICENSE - $ 75.00 MALT, VINOUS, AND SPIRITUOUS 2190 COUNTY 85 PERCENT OAP FEE $ 425.00 TOTAL FEEISI $ 500.00 This license is issued subject to the laws of the State of Colorado and especially under the provision of Title 12, Articles 46 or 47. CRS 1973, as amended. This license is nontransferable and shall be conspicuously posted in the place above described.This license is only valid through the expiration date shown above.Questions concerning this license should be addressed to the Department of Revenue,Liquor Enforcement Division, 1375 Sherman Street,Denver,CO 80261. In testimony whereof,I have hereunto set my hand. -� � dfro-t SEP 0 9 2005 KA Division Director Executive Director s t 3 I m `e a o 3 III a •F L ,IIII II�I ❑ Q i :; 0 U I II I a in s N. H O o rW II II1III,II I', a oo ry a o .= U Z., GL III III1aI� 5 47 E C U c t. VVV W ,.g lei 4, O c •o c t, , c '!I?II � s 4 = vaa z b 1 m O ,-4 o o r �� ev b o �I co b0 u .fl O `� O O PI v y d ty w u c3 b. c • 0 .� s c O ❑ o s F u 14 Tu lg J - W O d o o O 39 -C C O v c-, (_/) O O O a O ,C 7 T u E U v u v 0.1 1 N OU z I rd O c '� u o ! s q�� dVD _ p^^ N C li N G V fl _ J1 Up A O id U W ., C 41 T o -i ;'1 m 1 O o H a e. 1 y 3ctl 6PID z , � r-1 LIfi "i W o et 0 o t� U c O o �\` J ❑ U Z F. -. co k Ti (Y.' W ° N w — V� � W 7 a �O t ^11 J G N — 14 c, �v p O v1 •p 4 W v? ^ ? > H y 4.4 o> M E 'S CA o y oa ?. O = 0,, a D o m •., " 4.. '� c g E O C aD O = W > W la v 1.1 N o 7 .1-1 O c w W ILII F m A 9 °' u •.o p o s al 00 CID H M r. . O C N .fl w VIII ., li t Ocif v 1.0-4u. C C :a C S A W r cn I�+q H =I 7 = .C °�' G N i b E / ° u ' k 7. c n F :4 z.G N A .. N N. COI t �"� - = P F id r !0 .. . 73 'tom. I I 4e! s.i ..c c ,... ta 5 , N . , a o v 0 a> O 'C .ee O u a O w ir .`�. d 0 '- O W Z .a p O O O [� 7 O W coA V- A td ° c O v] ° o z T U '> a a T cis ° ° O O o A U o U v44 cro F In :3 c o E^; c C 0 .l `:9 DR 5404 p 028011 Page, 21 DEPARTMENT USE ONLY COLORADO DEPARTMENT OF REVENUE DENVER ENFORCEMENT DIVISION COLORADO LIQUOR UENVEfl CO FORCE {{ RETAIL LICENSE APPLICATION ❑ NEW LICENSE SI TRANSFER OF OWNERSHIP 0 LICENSE RENEWAL • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN • APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL LICENSE FEE $ • APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO UOUOR AND BEER CODE(Cell 303-370-2165) 1. Applicant is applying as a ❑ Individual Z.Corporation ❑ Limited Liability Company ❑ Partnership(includes Limited Liability and Husband and Wile Partnerships) ❑ Association or Other 2 i nt It an L C.nam�g of LLC:it partnership,al least 2 partners names;it corporation,name of corporation Fein Number TU 1 � at Lnc. g0.46)7 2 Tr a Name of stabllshment(DBA) IS�g uvnestelephone $a✓de/ line, Appid 670 &%Z-0007 3 r ss of Prem s(specify exact tion of premises) 1, elU7 Ti9hulcuJ V6 County / feu ravd�)T/9.3 r<�ts/ CiI.lU'Y 0 "DP/al S,a � ZIP Lv fL/! 4, mg A rest' umber,and Shgpp C' 0r Town Sta ZI ode • 11b 5 i A'mnI bu'ct Or, El -,i/vnO (E) 05--) 6. If the premises curreggf have a liquor or beer license,you MUST answer the following questions: Present Trade Name of E,}tadishmenl BA) Present Stale License No. Present Class of License Presen Expiration Date Patht/moeQ//ec99 t&,4 e%u-k 09-80756-oro Ta/O 0Cl . Z005- Las SECTION A NONREFUNDABLE APPLICATION FEES IJAB SECTION B(CONT.) LIQUOR LICENSE FEES 2300 O Application Fee for New License $825.00 1985❑Resort Complex License(City( $500.00 2302 O Application Fee for New License- • 1986❑Resort Complex License(County) $500.00 w/Concurrent Review.. $92500 1988 Add Related Facility tD Resort Complex...$ 75.00 X Total 2310 O Application Fee for Transfer $825.00 1990O Club License(City) $308.75 2312 O Application Fee for Transfer- 1991 Club License(County) $308.75 w/Concurrem Review.. $925.00 2010 Tavem License(CM) $50000 LIA@ SECTION B LIQUOR LICENSE FEES 2011 Tavern License(County) $500.00 1905 O Retail Gaining Tavern License(City) $500.00 2012 O Manager Registration-Tavern $ 75.00 1906 O Retail Gaining Tavem License(County) . $500.00 2020O Arts License(City) $308.75 1940 O Retail Liquor Store License(City) $227.50 2021 O Ms License(County) $306.75 1941 O Retail Liquor Store License(County) $312.50 2030❑Racetrack License(City) $500.00 1950 O Liquor Licensed Drugstore(City) $227.50 2031 O Racetrack License(County) $500.00 1951 O Liquor Licensed Drugstore(County) $312.50 2040O0ptional Premises License(City) $500.00 1960 O Baer and Wine License(City) $351.25 2041 O Optional Premises License(County) $500.00 1961 O Beer and Wine License(County) $436.25 2045❑Vintners RestaurantLicense(City).. $750.00 1970 O Hotel and Restaurant License(City) $500.00 2046❑Vintners Restaurant License(County) $750.00 1971 O Hotel and Restaurant License(County) $500.00 2220O Add Optional Premises to H 8 R $100.00 X Total 19750 Brew Pub License(City) $75000 2370OMaster File Location Fee . $ 25.00XTotal 1978 O Brew Pub License(County) $750.00 23750 Master File Background $250.00 X Total 1980 O Hotel and Restaurant License w/opt premises(City)....$500.00 1981 O Hotel and Restaurant License w/opt premises(County) $500.00 1983 O Manager Registration-H 8 R $ 75.00 DO NOT WRITE IN THIS SPACE-FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION County City Industry Typo License Account Number Llebiliy Date License lowed Though (Expbatlon Data) FROM TO Sims City Gummy Managers Reg -750(999) 2190-100(999) 2190-100(999) -750(999) Can Fun.Nei 00Lio COM Fund 0-100'4 TOTAL 2300-100 2310.100 (999) (999) $ 2005-2006 LCoo'-I 1 ER 8404(r o282141 Page 2 APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET Instructions:This check list should be utilized to assist applicants with filing all required documents for licensure.All documents must be properly signed andcorrespondwith the name of the applicant exactly.All documents must be typedorlegibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. ITEMS SUBMITTED,PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED I. APPLICANT INFORMATION a A. Applicant/Licensee identified. {!l B. State sales tax license number listed or applied for al time of application. .6J C. License type or other transaction identified. .e( D. Return originals to local authority. 12'.E. Additional information may be required by the local licensing authority. II. DIAGRAM OF THE PREMISES a"A. No larger than 8l/2'X11". .r P1 B. Dimensions included(doesn't have to be to scale).Exterior areas should show control(fences,walls,etc.), C. Separate diagram for each floor(if multiple levels). D. Kitchen-identified it Hotel and Restaurant. III. PROOF OF PROPERTY POSSESSION ❑ A. Deed in name of the Applicant ONLY(or) gB. Lease in the name of the Applicant ONLY. C. Lease Assignment in the name of the Applicant(ONLY)with proper consent from the Landlord and acceptance by the Applicant. ❑ D. Other Agreement if not deed or lease. IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS ID A. Individual History Record(s)(Form DR 8404-I). g B. Fingerprints taken and submitted to local authority.(State authority for master file applicants.) ;X( C. Purchase agreement stock transfer agreement,and or authorization to transfer license. D. List of all notes and loans. V. CORPORATE APPLICANT INFORMATION(If Applicable) A. Certificate of Incorporation(and/or) Cg B. Certificate of Good Standing if incorporated more than 2 years ago. ❑ C. Certificate of Authorization it foreign corporation. Z'D. List of officers,directors end stockholders of parent corporation(designate 1 person as"prindpal officer). VI. PARTNERSHIP APPLICANT INFORMATION(K Applicable) ❑ A. Partnership Agreement(general or limited).Not needed if husband and wife. VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION(If Applicable) ❑ A. Copy of articles of organization(date stamped by Colorado Secretary of Slate's Office). ❑ B. Copy of operating agreement. ❑ C. Certificate of Authority(if foreign company). VIII. MANAGER REGISTRATION FOR HOTEL AND RESTAURANT,TAVERN LICENSES WHEN INCLUDED WITH THIS APPLICATION yo/.A. $75.00 lee. iitr B. Individual History Record(DR 8404-I). AUG-09-200'1 TUE 12:52 PM WELD CO GOVT FAX NO. 9703520242 P. 01/01 alala(I In ..3 R pal-or rylfadrp of alaaII mums,or maape}a a bnibl Np � I ammo as asanno ain't wbwywnWpartrvomors,way 0 it T. Ma of pap t dilashy any of the paps..X apsroaral :Molts*of roomer Ma Nmiad wapam:R. . GI mnacoholtampallprrai it a oorporaoro 01 miaow an a Ram olM Nola ml on •twwm eta lase monad (c) Parma. yeaalin be say long:**In lUSail coastal,shoot l beverage Mono impended orrwa.dt L' a tam a Ica appl Aron Man Nara doss).Psi as ass*fl COMetal Me proposal promises,been dead wroan fa LJ pasta)la .TH*nos warn natal. 0 2 O. Na I:t r ion as nolpana Mtn)NOD fa of my pytlk a DMA, ylam np nb wb ryad om eea ion requja .el Q Coh: IS; IM headset onus atom ow aver*,esaver*,a gonna! It it row a nryin..won deem ear been Wool lathe agpNan(dreaan.WW pasta, a •ms a merest 6 Gaited' la- many:a Mara alaahadva or dream If aaarpamm)t II ya,Rana mo name alas baaMaa an hi any carel%arinr tinantla Wont lneald bans raring oy lows tooamatonna. 0 m tt. Dada Asa a lad aiezof lNaMalaga him tarppauman aNit pampa be at Ball yaw trim Pwpram as llama llama by vbw ofowaahb,an at araram at ❑ O.hsatit Wm 0 OIMr(Ela4n In Dtla) _O 0 a.H rood,to MI of NSW and map,ad dam a ._ alm,EXACTLY a toy wpm on M gala' union • srrint Cl...•M.',.... ere_ 3. -4 i tnnc-0 tA'Lio We*dmi9 Attach.alarrI Man*or aaaaa ma and mom drafting dmmaoa)atlbn ahead the hod,hn.ay,walla panto'.. .Or.nn.Ma .ha ma mom Sit be ullaud for In as baton,aL ma damn shave to no lon a me a VT X n'.(Downy mw to boa Rant : IS. Wiwi CaNda wnR1 N.rs In this opal aliwMamdaq Damon.,liana.ponnorolha,mrpaila.,tonged IRMO wnMWa), r a•M naa ,wna y. ea equipment to a la Rae In Ilia atriaatriaor who will mare ma maremry from MI6 hba. Aladtoa rata I ! ' NAME DATE OP an /pal OR fa INTEREST NL . MOM al all andadaafly iraaunww,nary ramayamw,adeap.OIWV CAW aPwmem Oy WW12 ' tip amrsdl*e.wmaNaa,•MadNaar wmwtass no.)sWyann h,Ma porn at wagsproaa of and any aprarwm neap to Ms aaren PAP la ca bnp.nr or wrdlwmd at any lay by pawns, wns, PM a .at Wilco d aaupaion 19. Cadval ' or Neal aW lbara.aa again slit motional Pwelaw Nap a teStesn awtpkhp apdona Malta ban adopted? Number a :Optional Praha ores nomad. floe Ll.lne Pa CIWO IC. Liguori.] '.. snap San apparent mane N.lobar (a) •: lapcamfor Rusin Lkanaa MST MOM have a lanai Maul by M COONS pampa Ya�1p liana tsar(muET11EATTACNEO. J> 1a. Cmh I-mat wheal anew to aaMkq and mama fQ la isalnlaor OpaMMd ably for Ilia*soca.Wgnal.Farad.pada a that parfait and d �, ' (19 MIAs araSWlan a swlrydmartl Saran,baps or Maarof a roared waatluaa waft f 0 tit gm..way total Rao(of a potato et wary spa Sim a gadfly,WIaa for poaNaaygrad (a • .ham.orb War Ncawra Id) Maw big hes appllwnl wawa W*pte.lsa (R)..1 ywsreWXa) b ha Aire asa Mat Mao yaingera)-.._. i la bathos, - R Panto aaavaantAp0Noada OWN 0Xto top: I ml Hali aPDaaalaraoavae or egad Wafters ►rNlt n / q A Ca.r,.' psrmltw.ppuwaon maawtwaw t U ' 1Ta Him' Ib.aeapr.waee aaMeetNa1 Hld aan � �/ � ad t. .. Ma Rodiaanl a Tavern Ltoteea,IN dam ab It*y Rand(OR taw-0.,{ ' 170.0ao m' .- ad titles opw a to have a Nadi lllbam Kay aNNDD an �•a a h Era of 0abpat Ilya.mach Isms.tips a lkww and averment Weenier. 1a. Ta Olaf Cn.nr the eppaam or am oar pardon amen the'ppppbprand IMiSig It.psmaa.Shot~ aroetdr�.�� .. I.aaawas M1LC)or maiming mamas MC)aS any Wit trsaar Mande Mat Too No IntWyMp^'!°aw ro by ammo* int edR "i.pad Wrath and ..of alai lo as Cobao paayrfmaR.vwas7 0 yR Nyw.�°�'. a.parWrlta and Lames.pwaamfwmrt.aeeWanaa i r oR Moe 11 0(28/0 4)Page 4 19. If applicant is a corporation,partnership,association or limited liability company,applicant must list ALL OFFICERS,DIRECTORS, GENERAL PARTNERS.AND MANAGING MEMBERS.In addition applicant must list any stockholders,partners,or members with OWNER- SHIP OF 10%OR MORE IN THE APPLICANT.ALL PERSONS LISTED BELOW must also attach form DR 8404-I(Individual History record). and submit finger print cards to their local licensing authority. NAME HOME ADDRESS,CITY&STATE DOB POSITION %OWNED' im ben J GhcwW Lits-3 l;ichl✓d ii• 1:hcsttnctO Qaie✓ 1 I- •If total ownership percentage disclosed here does not total 100%applicant must check this box ❑ Applicant affirms that no individual other than these disclosed herein,owns 10%or more of the applicant Additional/ Documents to besubmitted by type of entity 2 COilPORATION ,vim Cert.of Inccrp. %Cert.of Good Stan6ng(if more than 2 yrs.old) ❑ Cert.of Auth.(if a foreign corp.) ❑PARTNERSHIP ❑Partnership Agreement(General or Limited) ❑Husband and Wfe partnership(no written agreement) ❑LIMITED LIABILITY COMPANY ❑Articles of Organization ❑ Cert.of Authority(If foreign company) ❑ Operating Agnnl. ❑ASSOCIATION OR OTHER Attach copy of agreements cleating association or relationshiya between the parties R istered Agent(il applicable) dress for Service 011.:20011.:2020 LW(e f rare, KF�3/S�t �2Fd // Ad 9e/ICG,r tcrvlCF,D- /9/2 ft-Alibi iA�J CIY . ,_/C/tF &-'L ,dv6i OATH OF APPLICANT (304-)&37--1lC $ I 1 declare under penalty of perjury in the second degree that this application and all attachments are true,correct,and complete to the best of my knowledge.I also acknowledge that it is my responsibility and the responsibility of my agents and employees to comply with the provisions of the Colorado Liquor or Beer Code which affect my license. Aa rued Signatur Tills D / ' /on/ OGj)het 1,1 OS • REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY(CITY/COUNTY) Date application filed with local authority Dale of local authority hearing(for new license applicants;cannot be less nS/G,J/ OD than 30 days from data of application 1247-311(1))C.R.S. 743/aoo THE LOCAL LICENSING AUTHORfTY HEREBY AFFIRMS: That each person required to file DR 8404.1(Individual History Record)has: Yes No ]'teen fingerprinted RR' ❑ ❑ Been subject to background investigation.Including NCIC/CCIC check for outstanding warrants . O O That the local authority has conducted,or intends to conduct,an inspection of the proposed premises to ensure that the applicant is in compliance with,and aware of,liquor code provisions affecting their class of license O O (Check One) ❑-Date of Inspection or Anticipated Date_ �qdt Upon approval of state licensing author' .1 The foregoing application has beeF=""- `� ag 9 �• - f, -•r .es,business to be conducted,and character of the applicant are satisfactory. Wedo r eport that such license,il. ted t �;�, ,'le requirements oltheneghborhoodand the desires of the adult inhabitants, p and will comply with the provisio ➢t "'e � or^i C.R.S. THEREFORE,THIS APPLICATION IS APPROVED. I t �s4); ft �I Local Licensing Authority for �` •jpv Telephone Number ❑ TOWN,CITY Weld County Colo ^,. ? (970)356-4000 X4200 E COUNTY Signature / ��fi p p/ Date M. J. C ile rr/ / ,�, a4 1:21-0-Tea07/19/7005 Signature ttest) tie Clerk to [he Board Date By: p!4,41 l v Deputy Clerk to the Board 07/13/2005 AFFIDAVIT OF TRANSFER AND STATEMENT OF COMPLIANCE Pursuant to the requirements of 12-47-303(3)(b), Colorado Revised Statutes, Licensee hereby states that all accounts for alcohol beverages sold to the Applicant are: Paid in full. There are no outstanding accounts with any Colorado Wholesalers. 4+ Licensee hereby certifies that the following is a complete list of accounts re_ for alcohol beverages that are unpaid: Licensee and Applicant agree that all accounts will be paid for from the proceeds at closing by the: _Licensee _Applicant 4/4 Applicant will assume full responsibility for payment of the outstanding tic accounts as listed above. Licensee hereby authorizes the transfer of its Colorado Retail Liquor License to the Applicant, its agent, or a company, corporation, partnership or other business entity to be formed by the Applicant. Dated this 9 day of`n 212.1, , 2005. /05 Iii MIA t 91cWoy Ucensee(Seller) Date /lppiicant (Buye Date I q i S -N- I i 111 1 ! a i II .0-SLY 1 .6'.► , .f 6•.11 r ,.{6-�5L,0-.II .0-,Y• jef: t? ill O • arr 0 6 n 3 S ,v4 al .DQ lipb on it Co s. i .0-.b I Y 9 e g 7n lli; g rc in al Ii) 4 al gam.__ I dal 0-.L 0 bthi cr i? iii • n � � � 8Q ® m '° m ,- d i \ Iii ICI 1 it 1~9 I I M EC b z n Irma I Ir. A • 53,13.9 a ¶L ' �MO CL VI keit., in-r d . ;-ir I li inx • • I El 5 DI El I ri U- • Y rl Q -.:-iI O = r o En to woos woo. woos II • gp( �_ O - 4Eyg_�g1•y6-I 4Gf0•I OtYB-I Cr) I Cn / / Q .�9-,LI , .6 .Y-.6 F 11--.91 ,f6-.9 r O J DR 8404-I (06/02) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1881 PIERCE STREET RM 108A DENVER CO 60281 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant,all general partners of a partnership, all limited partners owning 10% (or more) of a partnership;all officers and directors of a corporation, all stockholders of a corporation owning 10% (or more)of the stock of such corporation;all limited liability company MANAGING members, Officers or other limited liability company members with a 10%(or more)ownership Interest in such company and all managers of a Hotel and Restaurant or a Tavern License. NOTICE:This Individual history record provides basic information which is necessary for the licensing authority investigation. All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood or omission will Jeopardize the application as such falsehood within itself constitutes evidence regarding the character of the applicant. 1. ame of Busin ss VI Pin Z P .MC/I 2.Y r Full Name(last, irs midd e) 3.List any other names you have used. 0.Mailing address cif different from reside • Home Telepho e NA- 103 (A/5- FI09 5.List all residence addresses below.Include current and previous addresses for the past five years. STREET AND NUMBER CITY,STATE, ZIP FROM TO *C rent S3 Kir biro? bti'ie, /7rt.Ciftnei, ea. 20S7�t/ '/oi evi n- g1,7 aye 1/er l?Qttp+ ashy-To r do coo5o , /9q 641 6.Oa a of Birth Social Security Numb�er(SSN) Place f Birthl�,, ,,//r— 7.U.S.Citizen? �/ oloI LCt.IU Yes 0 N if N turaMzed,stale where When Name of District Court it& AL./ Naturalization Certificate Number Date of Certification If an Alien,Give Mien's Registration Card Number Permanent Residence Card Number /t-a- flu-- Att /LP-, . E.Height Weight Hair Color Eye Color Sex Race 9.Do you have a current Driver's License?If so,give number&stale 5.1/ No $LM .au F W kYes ❑No 10.List the name(s)of relatives working in or holding a financial Interest In the Colorado alcohol beverage industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF EMPLOYER NPr 11,Have you ever applied for,held,or had an interest in a State of Colorado Liquor or Seer License,or loaned money,furniture or fixtures,equipment or Inventory,to any liquor or beer licensee?If yes,answer In detail. ❑Yes 'f+y�l No 12.Have you ever been convicted of a crime,or received a suspended sentence,defe�d entente,or forfeited ball for any offense in criminal or military court or do you have any charges pending?(If yes,explain in detail.) O Yes IYI No 13.Have you ever received a violation notice,suspension or revocation, liquor law violation,or have you applied for or been denied a liquor or beer or license anywhere In the U.S.?If yes,explain In detail. ❑Yes No 10.List all current and former employers or businesses engaged In within the last five years(Attach separate sheet if necessary) NAME OF EMPLOYER ADDRESS(STREET,NUMBER,CITY,STATE,ZIP) POSITION HELD FROM I TO SOrnpIL Bari. /IN N. Alain Si.Lran nnnF CD. Lenoir 2/0! amid 11,CI rtk! 15160 itit. h'V '- griada, eel: Lendir ' 97 t1/46Vee#rci &Qn.1j. .9(207 izi*Mo--h,&Y Lender its i/97 15.Financial Information. F;n of, purchase price$ 5✓O1 Qu0. (if buying an existing business)OR list the total amount of your investment in the new business, including notes,loans,cash,services or equipment,and operating capital $ Provide details of Investment. You must account for the sources of ALL cash(how acquired).Attach a separate sheet It needed. Type:Cash,Services or Equipment Where Obtained(Savings,Checking,Account,etc.) Amount eft (Y}up t5o n/G U1tac/On . . a6,oao. Peel si�ly0l c-Par s d s000. . Loan Information(attach copies of all notes or loans) Name of Lender Address Term Security Amount (,Q!J t2hcLoCe _ -- 16.Give name of bank where business account will be maintained;name the account will be maintained under;and the name or names of persons authorized to draw thereon. Oath of Applicant I declare under penalty of perjury In the second degree that this application and all attachments are true,correct,and complete to the best of my knowledge. Authorized Signature Title Date LIQUOR/BEER RENEWAL REVIEW FORM Date: July 7, 2005 TO: {DEPUTY} FROM: David Tuttle SUBJECT: Transfer of Ownership/Liquor License Check In accordance with the new procedure for Liquor and/or beer license checks, please review all records on the following establishment 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 renewal of the liquor and/or beer license. PLEASE RESPOND NO LATER THAN: June 20, 2005 Present Name of Establishment: New Applicant Name: ESTABLISHMENT: BUSY, INC Viper2, Inc DBA BORDERLINE dba Borderline Galley and 68947 Highway 85 Coffeehouse Carr, CO 80612 68947 Highway 85 Carr, Colorado 80612 Current license expires: October 16, 2005 Temporary Permit issued to Viper2, Inc. on 06/06/05 for 120 days. 7 No concerns 4,.2,l/ Deputy's Initials The Sheriffs Office had a concern and the deputy has mutually worked with the licensee 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 at Extension of the date and time of the Board of Commissioner's renewal hearing. MEMORANDUM KTo: Donna Bechler, Deputy Clerk to the Board June 9, 2005 hiDeFrom: Bethany Salzman, Zoning Compliance Officer, Dept. of Planning Services Subject: LC0047 COLORADO Review of the following liquor license renewal by the Department of Planning Services shows the following: 09-80756-0000 Viper2, Inc. dba Borderline Galley and Coffeehouse 68947 Highway 85 Carr, Colorado 80612 Zone District: A(Agricultural) This use is permitted through an "Amended Use by Special Review" (AmUSR-1096). Currently there are no active zoning violations on the above mentioned property. SERVICE.TEAMWORK,INTEGRITY,QUALITY MEMORANDUM TO: DONNA BECHLER, DEPUTY CLERK TO THE BOARD WI ID DATE:FROM: STEVE MEIER C. CT.06 07/0R 2 OSLICENSE INQUIRY COLORADO CC: CINDY SALAZAR, SARA EVANS ENVIRONMENTAL HEALTH SERVICES In response to your request, Environmental Health Services has reviewed the Retail Food Service Establishment file for Viper2 dba Borderline Gallery and Coffeehouse, located at 68947 Highway 85, Carr, Colorado. At this time, there are no problems or concerns regarding this establishment. Should you have any questions regarding this matter, please contact me at extension 2221 or via e-mail at sjmeier@co.weld.co.us. Thank you. Steve Meier M:\ENVIRONMENTAL HFAT Try SERVICESWOODNIemos\Liquor License Inquiry Shell doc MEMORANDUM fiTO: Bruce Barker May 10, 2005 ElkFROM: Donna Bechler, Deputy Clerk to the Board COLORADO SUBJECT: Temporary Permit and Transfer of Ownership Attached is the Transfer of Ownership Application, LC0047 for 09-80756-0000 Busy, Inc. dba Borderline 68947 Highway 85 Carr, Colorado 80612 Please review with comments and return. 2005-1660 ak Wi,{le Linti4-r it) lo'1(5 AGetzke; MAY-16-2005 NON 09:54 AN COMPASS BANK FAX NO. 3034855937 P. 02/07 May 13,2005 Letter of Recommendation Kimberly Chavez Weld County Liquor Division To Whom It May Concern: I am writing this letter of recommendation for Kimberly Chavez. I have known Kimberly for 33 years as I am her mother. She has always been a high achiever and very hi ener in whatever task she would take on. She has had a job from High School _ high_pr iry until present and has been a hr' i performer in oadh tasTc: 'Since 1995 when she rriat'ied her husband they have been very respbnsiible in their finances and have a strong understanding ndslo ays what ittbeen responsible t�ibtl le at his job as well as taking care d in life.Her husband also d of hiss family. work ethic and has alwaysP I feel Kimberly has shown that she can own and run a very successful business. Kimberly has a great since of value personally and professionally. Kimberly demonstrates sound business decisions. Si Diane Todd Vice President,Vectra Bank Colorado 720 947-8051 • NAY-16-2005 NON 09:55 AN COMPASS BANK FAX NO. 3034855937 P. 06/07 ammo%v.Imes -' �STOO Wont Deana.CO 602164415 COLONIPO roc 2»a, F )Mat TN( OF PUBLIC SAFETY May 14,2005 Ms.Barker, This is a letter of recommendation for Kimberly Chavez who is in the process of applying for a liquor license in the state of Wyoming. I have been in law enforcement for 19 years,for the past 4 years I have been a Background Investigator. I come in contact with all types of people and personalities and can determine what kind of person they are in a matter of minutes. I have known Kimberly for the past 13 years. She is a very mature,responsible and a hard working individual Her work ethic and integrity are something to be admired. If granted this liquor license you can be rest assured that it would definitely be in responsible hands. Kimberly would not,now or in the future,condone any behavior at the establishment that would put the license in jeopardy. If you have any Anther questions,please feel free to call me at 303 239 4452. m Own comma Jar MS MECUMS oaSOtoa Cant WM Palm' Susan Chavez Cant Background Investigator Dream el Colorado State Patrol aMaw see oaaan.o..a omk warty,w R.Si f Y,/ 1 ..se 0 ftut k,re Soft HAY-18-2005 HON 09:55 All COMPASS BANK FAX NO. 3034855937 P. 07/07 May 13, 2005 Weld County Liquor Division Regarding: Kimberly Chavez with Viper2 Inc. Letter of Recommendation: I have know Kimberly Chavez for over 12 years and know that within that time frame she has been very active within our local Chamber and has established herself well within the community. She is very knowledgeable and has a very strong financial background. Kimberly is very responsible and will be a successful ucc s l business owner in any business venue.Kimberly has a very positive attitude and works very well with people; she is a strong team player. Sincerely, PERSONAL FINANc7AL STAJEISENT . M of: t//DS tune/QM bbe rib j a'h a;Le z.. Aft merlad at ams 1 haara 3osaf Scatty Nanber, 55a ( / 344/0 Social Seaaily Number of Bilk /a S , 2 a Dale of Sac • inside:am Skeet 3 dig hike( : . Ramadan=Street sate.23p �`r/Le&M Q rd. 0 pd J cT 1�Z T may,Slate,23a lasidance Phase 30 31 85/_ 1.909 Residence Pia hmine snpinyer- (it S-7u'70 haziness Phone: no 9 37- (0I SI re// 8mtims ASS (ant Caet) UAIMILMES • (cram curial lash on hand in Ba*1Sariras Acaanfs $ 33 000, "L. Accounts Payette Notes RA or Other Retirement Accounts $ 000. — (Deec Payable in z Others Retirement . $ 5-00 000 -- / Sams Receivable S , k Wm) le Insurance-Cash Summnder Value Only = installment Assn= (Mbar) Mangle=in Section a) i me.Payments$ $ >toesaiBatndz IVasaapes an Real Estate , (Describe In Section 3) . $ -< (Describe in Section 4) tidal;A . r Zeal Estate (Describe in Section 4) :go 91•GtV. Unpaid Tames(Deamibe in Section 5) S / aersonal Property(Describe in Section 5) $ nil cm,"— Other List de..(Describe in Sedan 7) $ / Ilher Assets (Describe in Section 5) $ — Tend LJ.biies • • WIN cm. foni Assam 24 2.2?000.o, - .Lass Tani Aaets $ Piet Worth $01-4 CO Makes 1..Sawa of kreomw • Camtnoemt 1iabivae • Ware $ As Endorser or Co-t/uker s vet Uneasiness Income • $ Lanai Peens&,k aynarts t — &sal Fatale Income $ Prweion for Femme Income Tam i Miter Int orne ma to 2 rams) ,r. $ Other Special Debt $ Secu m 2.Notes Partin to Bilk and momems sialint ad___ .fan atlaai..re Wane id—Si a■part anla Original Ca Payment Fiequency SecuredlEndarsed Name and Address of Notelmider(s) Balance ' Amount Soar ) T�,�y Collateral dontga-ss 61, tat 6-01c _672g.G Zoo," manor-l.kk . ,2''i rnn_ ffa► c y S'— 1.Sins Waimea*need net he raeeled lilt you rat in Maas or one ninny nal eat e 2. Alen telel e .A aWalt support ar eine tie nann nee reed is Snaval nnaa you Vda a In est ,y erWdared a a n met spin the i/V s WM She At &I_ Apr 14 95i 4:30p- •719-590-9602 p.4 ARTICLES OF INCORPORATION • OF VIPER2,INC. The undersigned acting as the incorporator of a corporation for profit pursuant to Cold Revised Statutes (C.R.S.) 7-102-102, delivers these Articles of In film corporation to the Co Secretary of State for it &and states as follows: ARTICLE I NAME name of the corporation shall be Viper'1,Inc, ARTICLE II STOCK e total number of shares that the corporation is authorized to issue is 1,000 shares of no par co on stock ARTICLE III INDEMNIFICATION • corporation shall indemnify, to the fullest extent permitted by applicable lastin effect m time to time, any person, and the estate and personal representative of any sitch person,' gainst all liability and expense(including attorney's fees) incurred by reason of the tact that he or was a director or officer of the corporation or, while serving as a director or officer of the;c rporation, he is or was serving at the request of die corporation as a director, officer, employ , fiduciary, or agent of, or in any similar ma nagerial or fiduciary position of, anolier domesti or foreign corporation or other individual or entity or of an employee benefit plan. The corpo on shall also indemnify any person who is serving or has served the corporation as director,: officer, employee, fiduciary, or agent, and that person's estate and personal represent 've, to the extent and in the manner provided in any bylaw, resolution of the sharehol ers or directors,contract or otherwise,so long as such provision is legally permissible. A 719-580-9602 i' 6 Apr 14 05 4:30p ARTICLE VIII DOCUMENT DISTRIBUTION The name and mailing address of the individual who has caused this document to bi dely for filing and to whom the Secretary of State may deliver notice if filing of this doe t is refixed is: In . rating Services,Inc. c/o, had Schiller,Paralegal 2930 ustin Bluffs Parkway,Suite 100 Cob Springs,Colorado 80918 • r t I I � 3 -- -_y i� I Apr 14 05 I04:31p 719-590-9602 p.7 APR-14 r � t8U 02:43 PH COHPAS5 BANK rr FAX N0. 3034855937 p, 06 Apr 14. d5 a:2lp -.- 716-660-S602 p.6 j i 1 i I' . • I ` • ,I • I r, 1,1 hidsorly ate,estop s icapoobr,biro egad dlae Amok!d , (I l7 of Apn7 2QOS. i ' ill ly Yaa, ' ill ' I' cONBIIgT 0!nocorrzatrO Aosorr i • The uodrleeaad comae b i appointee*as the •te'!I;j• a0:paaad amhN la6,larClOd 1�,lpL li I i ' St, 1.-----cospittlAgoot. • . • i • . ' it I! • 1 Vii. • 4 I, ' • .� I• i __ Apr 14 05 4:31p 719-590-9602 p.8 , r 1^d Colorado Secretary of State Date and Time:20051156382 2005 03:12 PM i' document paper $123.00 Processing Fee Entity Id: 1 document is filed electronically: g 50.00 Doe F are subject to change. number 20051156391 ter ' fling Ind to obtain ' of filed documents vii piper demean to: Co Scatty of State Division I 1lroadtray,Suite 200 i • CO I0202-31O documents mum be typed orr acaite pdntad. MAC, I FOR ea CdocumentsY • I Statement of Trade Name I fled pursuant to§7-90-301,at seq.and§7-71-101 of the Colorado Revised Statutes(CRS) I 1D 20051156382 j 11 'tynme: ' VIPER2, INC. 2J name under which the esa is tranocted or the activities . conducted: BORDERLINE 3•; of Restricted Words(ro6 cam "bank"or'trust"«any derivative thereof nnA save xaaiwwd 0 "credit mica" ❑ "savings and loo" ,• ifs auksr mz+a,.ac sak.r r.Wrraara ❑ "imesmcen,"casualty","mutual",or"surety" 4.A option of the business or activities conducted the trade a i !l ANY LAWFUL BUSINESS ki. tome is needed,omit tin boa O mud include as atracbma of the bier activities conducted adder the bade name) t�liaat of die Stem naoarseda� I 3.( a1) Delayed effective date ( 17J7/ , Noti I ' I this do t of each mecument to be delivered et to the estate state for filing shall constitute the affirmation or I nd v' 's act and causing such every,under penalties of perjury,that the document is the: i ad on whose behalf�,orthar the individual in good tkith bellevei the document is the act and deed of the with the individual is causing the document to be delivered for filing,taken in coatamity mtNniments of part 3 of article 90 of title 7,CRS.,the constituent docornenta,and the organic ' stab! and that the individual in good faith believes the facts stated in the document are true and the complies with the requirements of that Part,the constituent documents,and the organic smmtcs ml notice applies to each individual who causes this or not arch individual is named in the document to be delivered to the secretary of document as one who bas caused it to be delivered. 6.N a)and addresMes)of the l(s)causing the document septet ere..3nY401d i Apr 14 05 '. 4: 31p 719-590-9602 p.9 1 be delivered for fling: �__ Michael !ncomora0rtn Savioas Inc . .� n 0k # maws..or Pars Olin Sax aebrseky 2830 Htlsdn BkdG:Pkwy#100 Coloradc Sp__ CC 80918 poi Hwy i jUnited States Aica4l me d+aw+wraayarwyaYalnsae•tar - —Ammo (ram.4'esn*a F"' din=<Jaa<aNwow tra us, ! !fay Sawa atilt*egad;0w Jocasta b k ra!s '*th Mr P7aaaabmiasalMaaarar_„t Iawatel Soma<e ach pOMaW,) Who'd y smttW by O sddrhdaa r�orb..aria 1 •t i :form,and related service wla d omded to provid4legal,business or tax advice,and are. While this form S believed to salley _ . ' tequirements as of revision date,compliance wiithout reprementation or th applicable law,as the same may amended from i responsibility of the uses of this foam. Questions should be addressed to the user's' i !I I i • 'l 1 i I • • • • Tip," hp l ell Rae.3/D4C y i • 1 I 4 Rpr 105 r4:31p 719-590-9602 p. 10 ' IRS Form SS-4 EN Ff agc 1 of 2 id I Mtn Application for Employer Identification Number E tlM I (Far cabby omployou l abirtilp, oolibat Sin), IIF --- .. Rains sun ►Saawrar aalnsJtala for ►ntlah ia�dbukrolwa) .... Kays bl•IB 7 � .a ay rarraarr.aanla, c• VINCa Salk IaradMmbq baba aaERI b Wu Mad ous Ia.Jsasaam y®i' rims attains Want Warn an Eno J) I� J CvaW,Ina 7+1• sr ruleno.aadM nut or P.O.boa) �FAYCNAVE2 NI I idliiiiii Way.r4 r2lP cads .' .. 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' , 4.Qa.gov/sa viga/review.do? 4/1+2005 NAY-18-2005 NON 09 54 AM COMPASS BANK FAX NO. 3034855937 P. 03/07 ORGANIZATION MEETING MINUTES • Viper Ins April 19, 2005 The directors of Viper Inc. met by agreement as of April 19, 2005, for the purpose of adopting:By-Laws,electing officers,and the organization of Viper Inc.. Kimberly Chavez acted as Chairman and Secretary. • Lance T. Harmon, attorney for the corporation, reported the filing on April 19, 2005 of original Articles of Incorporation of Viper Inc.with the Secretary of State of the State of Wyoming and that Viper Inc.was a duly constituted Wyoming corporation. E•Y-LAWS of Viper Inc.dated April 19,2005 wore adopted and they are attached to these minutes. OFFICERS were elected according to law as follows: PRESIDENT Kimberly Chavez SECRETARY Kimberly Chavez TREASURER Kimberly Chavez The following resolutions unanimously were adopted: RANKING RESOLUTION RESOLVED, that Kimberly Chavez as the president of the corporation be and the president hereby is,authorized in the name and on behalf of the corporation to establish such bank accounts with such banks and in such cities and states as the president,in the president's sole and absolute discretion,shall deem necessary or desirable,and such bank accounts shall be established in accordance with and governed by the general rules and regulations of such banks. MAY-16-2005 NON 09:54 All COMPASS BANK FAX NO. 3034855937 P. 04/07 IT IS FURTHER RESOLVED,that the Board of Directors and the corporation hereby approve and adopt any and all additional depository resolutions required by any such bank as maybe necessary to facilitate the establishment of such bank accounts. IT IS FURTHER RESOLVED, that the secretary of the corporation is hereby authorized to certify to any such bank that the depository resolutions in the particular form required by such bank were duly adopted and approved by the Board of Directors of the corporation as of the 19th day of April,2005 or any dates subsequent thereto, and the secretary is instructed to attach a copy of any such resolution to the minutes of the meeting. RESOLUTION TO ISSUE STOCK RESOLVED,that 100 sham of the no par voting common shares of Viper Inc.be issued to Kimberly Chavez in exchange for the consideration recorded in the books and records of the corporation. RESOLUTION TO ADOPT FISCAL YEAR RESOLVED, that the corporation adopt as its accounting period the fiscal year ending 3l December and that the corporate books of account shall be maintained the corporate income shall be computed,and the corporate tax returns shall be filed upon the basis of such fiscal year. $)'SOLUTION-SMALL BUSINESSSORPORAJ1ON( RESOLVED. that Viper Inc. hereby elects, effective immediately,to be treated as a small business corporation according to the provisions of Section 1362(a)of subchapter S of the Internal Revenue Code of 1986; and the shareholders having consented as required by law,the president is authorized and directed to file notice of such election with the director of the Internal Revenue Service. )RESOLUTION-INDEMNIFYING INCORPORATOR RESOLVED,that the Corporation shall indemnify and save the incorporator hermits'for all acts taken by it as incorporator of the Corporation, and shall pay all costs and expenses incurred by or imposed upon them as a result of the same,including compensation based upon the usual charges for any time expenditures required of it .2- MAY-16-2005 NON 0955 AN COMPASS BANK FAX NO. 3034855937 P. 05/07 In pursuit of the defense against any liability arising on account of acting as incorporator or arising on account of enforcing the indemnification right hereunder,and the Corporation releases it from all liability for any such act as incorporator not involving willful or grossly negligent misconduct. •the officer and director of the corporation was directed to commence the business of the ;corporation according to the Articles of Incorporation,the By-Laws,these minutes,and as may be neceasey. The meeting adjourned- Kimberly Chavez, the undersigned.being the directors of Viper Inc.hereby waives all notice of the foregoing meetins.and consents to all action taken at the meeting as shown by the above minutes- 46P4 f42,4 mberlyez ) -3- Colorado Secretary of State - Information On File Page 1 of 1 "4 17 US 1-: ClS C N 11. 1 • Elections center Business Center I nformatinn Centsr Licensing Center --r-•.'.� ..ary of 3:au H For this Record... Information On File Cert of Good Standing File Document Email Notification History,8 Documents ID Number: 20051156382 Name: VIPER2,INC. Business Home Business Information Registered Agent: Greg Chavez Business Search Registered Agent Street Address: 4853 Kingbird Drive,Firestone,CO 80504,Uni FAGS Registered Agent Mailing Address: Glossary Principal Office Street Address: 4853 Kingbird Drive,Firestone,CO 80504,Um Principal Office Mailing Address: Status: Good Standing Form: Corporation Jurisdiction: Colorado Formation Date: 04/14/2005 Term of Duration: Perpetual Annual Report Month: April You may: • View History and Documents • Obtain Certificate of Good Standing • File a Document • Set Up Email Notification Business Center.303 894 2200•Fax:303 869 4864•Forms fax back:303 860 6975•e-mail:4os.businessCisos.state.co.u; 2. Search I Contact us Privacy statement I Terms of use http://www.sos.state.co.us/bizBusinessEntityDetail.do;jsessionid=0000r1tFLJgmoARMes... 4/18/2005 Identify Results Page 1 of 1 • Parcel Valuation Account#: R0342294 Parcel*: 004921000012 Owners Name&Address: Property Address. PARRILL SHARON REVOCABLE TRUST Street: 68947 85 HWY PO BOX 5925 City:WELD CHEYENNE,WY 82003 Business/Complex: BORDERLINE GALLERY&COFFEE HOUSE Legal Description 19719-E PT NE4 21-12-66 BEG SODI1'E 301.9'OF NW COR NE4NE4 SOD1I'E 1023.25'589049'E 319' NOD11'W 1032.65' N88DO4'W 319'TO POB ALSO INCLUDING PT L2 SEC 21 BEG 589002'W 435'FROM MILE POST 38 N89D02'E ALG COLO-WYO BORDER 187.5'TO E LN L2 SODS Land Value $10,440 Land Assessed Value $3,030 ]mgr. Value $148.612 Imor.Assessed Value 543.100 Total Value $159,052 Total Assessed Value $46,130 Total :$2,961.56 Amount Due: $0.00 Tax Area: Bordering County: Township Ranee Section Quart.Sac Subdlylaon Name Block*Lot# 12 -66 -21 -0 -- Land Subtotal: Acres:8 Sale Price Sale Date Deed Type Reception # $0 11/5/2002 WDN 3003813 http://maps.merrick.com/Website/W eld/setSgl.asp?cmd=QUERY&DET=Parcel&pin=004... 5/12/2005 Weld County, Colorado Page 1 of 2 Weld County, Colorado CD m m ®m O • http://maps.merrick.corn/servlet/com,esri.esrimap.Esrimap7ServiceNameweldovr&Form... 5/12/2005 Weld County, Colorado Page 2 of 2 Legend 9eronad_Featuraa nCounty Bache Clip Limb +„• avren ® span ® seam omo 6:r n teem ® sr. ® Fe Imam WI F ° ® Gia,n Qtf ® Obd • Gatti Eg Gros \\ Naa • JaPromasn AV Keendara Kay • V Si \� WelOir Iapnur n Mead . Makin ® Now Rymer �\ Nyeyum Num ® An �� Ra1u,Y Starta Inman ® `aide Parade GM.Saation Gild Phonography Ihigh Rat) Photography Dow Fan) 004921000012 PARRILL SHARON REVOCABLE TRUST Total Taxes: 52,961.56 PO BOX 5925 Amount Due: 50.00 CHEYENNE,WY 82003 http://maps.merri ck.com/servleUcom.esri.esrimap.Esrimap?ServiceName=weldovr&Form... 5/12/2005 AUG-10 20 5 WED 03:48 PM CGMPASS BANK FAX NO. 3034855937 P. 02 4 gust 10, 2005 T ` is an amendment to the current lease which is between Clowns Dan,I.LC ord)and Viper,Inc(tenant). VI' 2,lac is made a party to the original lease as well R all terms and conditions in ► effect. Viper 2,inc DBA:Borderline Cantina occupies on the Colorado S ' bane. Viper Inc DBA;The Den Gentlemen's Club occupies the property on the W ming State Line. LORD.S2_CLOWN'S DEN Lt.C N vo Ghrnreler Ti Ic Mt°r✓ _r- 1:R]A1C& E 2114C TP e Ti le LAND AND BUILDING LEASE between (�O1,A)t1S Derr , LLC as LANDLORD and Viper, Inc. as TENANT / LAND AND BUILDING LEASE THIS LAND AND BUILDING LEASE(the "Lease") is made and entered into as of Mots 2 Vi 4 _2 (the "Effective Date"), betweend OLU 1Si�E(,I LLC ("Lan4lordf')and fxv 1C- ,-ES-.("Tenant"). RECITALS A. Landlord is the owner of the tract of real property(the"Real Property"or "Property"). The Property is more particularly described in Exhibit A attached hereto and for purposes hereof shall include all of Landlord's right,title and interest in and to all easements, appurtenances and rights relating to the Real Property. B. Tenant desires to lease from Landlord the Property so that Tenant may, in accordance with and subject to the terms,conditions,and restrictions of the Lease, operate Tenant's business at the Real Property location. The buildings and all improvements to or on the tract of Real Property, including but not limited to all site work,landscaping, fixtures, machinery,equipment and systems, utilities, and other improvements, is referred to as the "Building". The personal property and moveable trade fixtures(other than Landlord's Equipment, as defined in Section 22.03) located at the Demised Premises are owned by Tenant and/or leased from third parties including, without limitation, those items generally described on Exhibit B attached hereto, and are not included in the definition of Building or Real Property leased to Tenant pursuant to this Lease. C. The Property and the Building shall be referred to either individually or collectively as the"Demised Premises." D. Tenant desires to lease the Demised Premises from Landlord, and Landlord desires to lease the Demised Premises to Tenant, on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the lease of the Demised Premises and the rents, covenants and conditions herein set forth,Landlord and Tenant do hereby covenant, promise and agree as follows: ARTICLE I DEMISE OF PREMISES Landlord does hereby lease unto Tenant, and Tenant does hereby hire from Landlord, for the term hereinafter provided in Section 2.01,the Demised Premises for the use thereof by Tenant, Tenant's employees, concessionaires, licensees, agents, customers and invitees,which use shall be exclusive except as otherwise provided in Section 3.06 or elsewhere herein. ARTICLE II TERM Section 2.01 (a) The "Commencement Date" of this Lease shall be the date upon which Landlord delivers possession of the Demised Premises to Tenant which date shall be no later than June 1,2005. The Lease shall continue until the last day of the month which occurs five years after the Commencement Date(the"Original Lease Term") unless sooner terminated as hereinafter provided for. The"Lease Term", as such term is used herein, shall mean the Original Lease Term as extended(or as may be extended) pursuant to Section 2.02 below unless sooner terminated as hereinafter provided for. (b) This Lease shall be deemed to be in full force and effect upon the Effective Date. Notwithstanding any other provisions set forth herein,this Lease is specifically contingent upon Tenant entering into and successfully closing an Asset Purchase Agreement for the purchase of the business assets currently existing on the Demised Premises. In the event Tenant is unable to close on the Asset Purchase Agreement,this Lease shall be null and void and any consideration paid to the Landlord by Tenant shall be returned to Tenant and Tenant shall have no further obligations or responsibilities pursuant to this Lease. Section 2.02 Tenant shall have the option to extend the term of this Lease for up to two (2) separate option periods upon and subject to the terms set forth below in this Section 2.02. The first option period(the"First Option Period")shall commence at the expiration of the Original Lease Term. The second option period(the"Second Option Period") shall commence at the expiration of the First Option Period. The First Option Period and the Second Option Period are sometimes referred to herein collectively as the "Option Periods" and individually as an"Option Period." Each Option Period shall continue for a period of five (5)years from the commencement date of such Option Period. Except as otherwise expressly provided herein,all of the terms and conditions of this Lease applicable to the Original Lease Term shall continue to apply during each Option Period. To validly extend the Lease Term beyond the expiration of the Original Lease Term with the First Option Period (a), Tenant must and shall deliver to Landlord written notice of Tenant's election to so extend not later than six(6)months prior to the expiration of the Original Lease Term and (b)no event shall have occurred and be continuing which, with the passage of time or the giving of any required notice, would constitute an Event of Default(such event, a"Default). To validly extend the Lease Term for the Second Option Period, Tenant(x)must and shall deliver to Landlord written notice of Tenant's election to so extend not later than six (6)months prior to the expiration of the First Option Period, and(y)shall not be in default under any material term or condition of this Lease as of the date of such notice or the commencement of the Second Option Period. Without limiting anything contained in Article XXXIII hereof, time is of the essence in the performance of each provision of this Section 2.02. Either party, upon request of the other, shall execute and acknowledge, in form suitable for recording, an instrument confirming any such extension, with Tenant paying all applicable recording costs. Section 2.03 Landlord grants to Tenant the option to purchase the Demised Premises upon the satisfactory completion of the fifth year of the Lease for the appraised value of the real estate(which shall not be less than the purchase price paid by the Landlord in acquiring the Demised Premises). Said option shall continue until such time as the term of this Lease, including any extensions,expires. Additionally, during the first five years of the Lease, Landlord grants to Tenant a right or first refusal to purchase the Demised Premises in the event Landlord offers the Demised Premises for sale to any other party. Landlord agrees that prior to selling,assigning or otherwise transferring Landlord's interest in the Demised Premises to any third party, Landlord shall first offer to sell Landlord's interest in the Demised Premises to Tenant upon the same terms and conditions of the proposed sale to said third party. Landlord shall give thirty(30)days' written notice to Tenant of Landlord's intent to sell the Demised Premises to a third party. The notice shall describe with specificity the price and other terms of the proposed sale to the third party and shall offer to sell the Demised Premises to Tenant upon the same terms. Tenant shall have 30 days from the postmark date of said notice to exercise Tenant's first right of refusal by agreeing in writing to the terms of sale described in the notice. Tenant shall exercise this right by mailing to Landlord, postmarked on or before the 30th day,written notice of acceptance of the terms of sale. Upon exercise of Tenant's first right of refusal, Landlord shall sell the Demised Premises to Tenant upon the terms of sale provided in Landlord's notice and any other terms of sale mutually agreed upon between the parties. Should Tenant fail to respond within 30 days to Landlord's notice, or should Tenant decline to purchase the Demised Premises on the terms set forth, Landlord shall be free to sell the Demised Premises to the third party but only upon the terms set forth in the notice to Tenant. If Landlord shall negotiate or arrange different terms with the third party, Tenant shall be entitled to notice and a right of first refusal as to any sale upon such altered terms. In the event that Tenant fails or declines to exercise Tenant's first right of refusal and the Demised Premises is not sold to a third party, Tenant's right shall survive and Tenant shall again be entitled to notice and option to purchase as described above,however many times this may occur. ARTICLE III RENT Section 3.01 Tenant shall pay to Landlord, from and after the Commencement Date and thereafter throughout the Lease Term,the sums set forth in this Lease as "Rent" without prior demand therefore and without offset, deduction, or abatement except as may be otherwise expressly provided herein. Notwithstanding the foregoing,any amounts due by Tenant to Landlord hereunder for which no due date is expressly specified herein(e.g., the first day of each month) shall be due within ten(10) days following the giving to Tenant by Landlord of written notice of such amounts due, except if some other period of time following written notice or demand is otherwise expressly provided below, then such other period shall apply. As used herein, "Rent"shall be deemed to include not only Fixed Rent but also all additional sums payable or owed by Tenant under this Lease, including without limitation as set forth in Sections 3.05 and 3.07 ("Additional Rent"). Except as otherwise expressly provided herein, in the event of nonpayment by Tenant of any Rent, Landlord shall have the same rights and remedies in respect thereof regardless of whether such Rent constitutes Fixed Rent or Additional Rent. All payments of Rent to be paid to Landlord shall be paid to Landlord at its election, in one of the following manners(which shall be disclosed in writing to Tenant and may be changed only by a writing delivered to Tenant): (1) by mail at the Landlord's office indicated on the first page hereof or(2) by mail to any other place designated by Landlord upon at least thirty (30) days'prior written notice to Tenant. If the Commencement Date shall not be the first day of a calendar month,then the rent for such month shall be prorated based upon a Three Hundred Sixty-Five(365) day year. Section 3.02 Tenant agrees to grant a security interest to Landlord in those assets being purchase pursuant to an Asset Purchase agreement datedJ)I( , 2005, and to cooperate with Landlord in executing those documents reasonably necessary for Landlord to perfect Landlord's security interest, provided that the grant of such security interest does not violate any state or local law or ordinance. Section 3.03 Fixed Rent: The "Fixed Rent" for the Demised Premises for each month of the Lease Term shall be as follows: Monthly Annual Year I $11,250.00 $135,000.00 Year 2 $12,285.00 $147,420.00 Year 3 $12,776.40 $153,316.80 Year4 $13,287.46 $159,449.52 Year 5 $13,818.96 $165,827.52 Tenant shall pay to Landlord Fixed Rent in advance, without demand therefore, beginning on the Commencement Date and thereafter on the first day of each calendar month commencing with the Commencement Date. As further incentive for Landlord to grant such Lease to Tenant, Landlord and two guests will be allowed VIP status when they visit the establishment and any cover charges will be waived upon each said visit. Section 3.04 Intentionally left blank. Section 3.05 Additional Rent. (a) All "Real Estate Taxes" (as hereinafter defined)assessed against, or allocable or attributable to the Demised Premises (accruing after the Effective Date and during the Lease Term)shall be deemed to be Additional Rent and shall be payable by Tenant as contemplated by Section 3.05(b)below. Real Estate Taxes for the last year of the Lease Term shall be prorated based upon the most recent tax bill and shall be paid by Tenant to Landlord upon termination of the Lease.Any shortages will be paid by Tenant at the end of the lease term. As used herein, the term "Real Estate Taxes" means all taxes and general and special assessments and other impositions in lieu thereof, as a supplement thereto and any other tax which is measured by the value of real property and assessed on a uniform basis against the owners of real property, including excise taxes described in Section 3.05 (d)and any substitution in whole or in part of any of the foregoing due to a future change in the method of taxation. Nothing contained in this Lease, however, shall require the Tenant to pay any estate, inheritance, corporate, profits, transfer, franchise or income tax of Landlord, nor shall any of same be deemed Real Estate Taxes, unless same shall be specifically imposed in substitution for,or in lieu of, Real Estate Taxes, and then only to the extent same are limited to the Demised Premises as if it were the only property owned by Landlord. If by law, any general or special assessment or like charge may be paid in installments without any penalty or interest, then such assessment may be paid by Tenant in such installments and Tenant shall only be liable for the portion thereof that is allocable or attributable to the Lease Term or any portion thereof. (b) Tenant shall pay the Real Estate Taxes as additional rent directly to Landlord as a part of his monthly rental payment. Tenant will be provided the monthly Real Estate Tax amount within ten(10) days prior to the first monthly rental payment under the terms and conditions of this lease. In the event the real estate taxes increase during the lease term,the Landlord will provide the Tenant with the new assessment and a new monthly real estate tax amount ten days prior to the due date of the next monthly rental payment. (c) Tenant shall have the right at its own cost and expense,to seek an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Premises and/or contest the applicability of any Real Estate Taxes to the Demised Premises or the improvements thereon. Without limiting the foregoing, Tenant shall have the right to contest or cause to be contested,by appropriate legal proceedings conducted in good faith and with due diligence,at Tenant's sole cost and expense,the amount and validity or application, in whole or in part,of any Real Estate Taxes or lien therefore, provided that Tenant shall have deposited with Landlord adequate reserves for the payment of the taxes as required by Landlord (but in no event less than the amount of Real Estate Taxes in dispute),unless paid in full under protest or Tenant shall have furnished such security as may be required in the proceeding. In any instance where any such action or such proceeding is being undertaken by Tenant, Landlord shall reasonably cooperate with Tenant,at no cost or expense to Landlord, including participating (at Tenant's sole cost and expense) in any proceeding in which Landlord is a necessary party and execute any and all documents approved by Landlord required in connection therewith. Tenant shall be entitled to any refund (after the deduction therefrom of all reasonable expenses incurred by Landlord in connection therewith)of any Real Estate Taxes and penalties or interest thereon received by Tenant or Landlord, whether or not such refund was a result of proceedings instituted by Tenant,which have been paid by Tenant or paid by Landlord for the benefit of Tenant and repaid to Landlord by Tenant. (d) Tenant shall pay to Landlord, with each payment of Rent due hereunder, all taxes imposed upon Landlord with respect to rental or other payments in the nature of a gross receipts tax, sales tax,privilege tax or the like, whether imposed by a federal, state or local taxing authority,which when added to such rental or other payment shall yield to Landlord after deduction of all such tax payable by Landlord with respect to all such payments a net amount which Landlord would have realized from such payment had no such tax been imposed. Tenant shall have the right to contest any such taxes provided for in this Section 3.05(d) in accordance with provisions relating to contest set forth in Section 3.05(c) above. Notwithstanding the foregoing,but without limiting the preceding obligation of Tenant to pay all taxes which are imposed on the rental or other payments due under this Lease,in no event will Tenant be required to pay any net income taxes (i.e. taxes which are determined taking into account deductions for depreciation, interest,taxes and ordinary and necessary business expenses), franchise taxes of Landlord, any transfer taxes of Landlord or other tax imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part,of any of the Property or Landlord's interest in the Lease(not including,in any event,any increase in ad valorem taxes or Real Estate Taxes resulting from such transfer). Section 3.06 Matters of Record: Tenant hereby accepts each Demised Premises in the condition as of the date of possession hereunder, subject to all applicable zoning, municipal, county,and state laws, ordinances,and regulations, including private easements and restrictions, governing and regulating the use of the Demised Premises, and accepts this Lease subject thereto and to all matters disclosed thereby,and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as to the suitability of the Leased Property for the conduct of the Tenant's business. Section 3.07 Intentionally left blank. Section 3.08 Late Charge: In addition to all other remedies set forth in this Lease, any payment of Fixed Rent due to Landlord not received by Landlord within ten(10) days after such payment is due hereunder, and any payment of Additional Rent due to Landlord not received by Landlord when due hereunder, and if said payment is not made within five(5) days after written notice is received by Tenant from Landlord,the shall be deemed delinquent and cause Tenant to incur a late charge of five percent(5%)on each delinquent payment(or the applicable portion of such payment that is delinquent), due and payable immediately with the delinquent Fixed Rent or delinquent Additional Rent, as the case may be. Section 3.09 Character of Demised Premises: From the Commencement Date and thereafter throughout the Lease Term,Tenant shall conduct its businesses in a commercially reasonable manner. Section 3.10 Guaranty. To the extent limited herein, Kimberly Chavez,personally guarantees Tenant's obligations under this Jease. The personal guarantee of Kimberly Chavez shall be limited to an amount not to exceed three months of the then existing rental payments. Further, in the event of default and if Tenant reasonably cooperates with Landlord in conveying to Landlord all of the tangible personal property in which Landlord holds a security interest and assigning, to the extent assignable,the licenses and permits for the operation of the business to Landlord,the guarantee of Kimberly Chavez shall be null and void and she shall have no personal obligations hereunder. ARTICLE IV USE Tenant may use the Demised Premises to operate its businesses, including but not limited to beer, wine and liquor sales, a gentlemen's club, restaurant, convenience store, lottery sales and such other incidental uses related thereto in Tenant's discretion. Tenant may use the Demised Premises only for the uses expressly permitted under this Section, and for no other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. Notwithstanding any other provision of this Article, Tenant shall not use, or suffer or permit any person or entity to use,the Demised Premises or any portion thereof for any purpose in violation of any applicable law, ordinance or regulation applicable to the Demised Premises. ARTICLE V ACCEPTANCE OF DEMISED PREMISES Tenant acknowledges that it has visited the Demised Premises prior to execution of this Lease and has had the opportunity to perform all tests, studies and inspections that it desires,and that Tenant is accepting the Demised Premises in its AS IS condition existing on the date Tenant executes this Lease. ARTICLE VI ALTERATIONS Subject to the provisions of this Article VI,Tenant shall have no right to make changes, alterations or additions(collectively, "Alterations") to any Building in excess of One Hundred Thousand Dollars($100,000.00)without prior written consent of Landlord, which Landlord agrees it will not withhold unreasonably; provided,however, in no event shall any Alterations be made which, after completion,would: (i)reduce the value of the Building as it existed prior to the time that said Alterations are made; or(ii) adversely affect the structural integrity of the Building. Such amount shall increase by five percent (5%)on each anniversary of the Effective Date of this Lease. Any and all Alterations made by Tenant shall be at Tenant's sole cost and expense. Prior to the commencement of construction, Tenant shall deliver promptly to Landlord detailed cost estimates for any proposed Alterations, as well as all drawings,plans and other information regarding such Alterations (such estimates,drawings, plans and other information are collectively referred to herein as the"Alteration Information"), Landlord's review and/or approval of any Alteration Information shall in no event constitute any representation or warranty of Landlord regarding (x)the compliance of any Alteration Information with any governmental or legal requirements,(y)the presence of absence of any defects in any Alteration Information, or(z)the safety or quality of any of the Alterations constructed in accordance with any plans or other Alteration Information. Landlord's review and/or approval of any of the Alteration Information shall not preclude recovery by Landlord against Tenant based upon the Alterations,the Alteration Information, or any defects therein. In making any and all Alterations, Tenant also shall comply with all of the following conditions: (a) No Alterations shall be undertaken until Tenant shall have (i) procured and paid for, so far as the same may be required, all necessary permits and authorizations of all governmental authorities having jurisdiction over such Alterations, and(ii)delivered to Landlord at least fifteen(15)days prior to commencing any such Alterations written evidence acceptable to Landlord of all such permits and authorizations. Landlord shall, to the extent necessary(but at no cost,expense, or risk of loss to Landlord),join in the application for such permits or authorizations whenever necessary, promptly upon written request of Tenant. (b) Any and all structural Alterations of the Building shall be performed under the supervision of an architect and/or structural engineer. (c) Tenant shall notify Landlord at least fifteen(15) days prior to commencing any Alterations so as to permit,and Tenant shall permit, Landlord access to the Demised Premises in order to post and keep posted thereon such notice(s)as may be provided or required by applicable law to disclaim responsibility for any construction on the Demised Premises. (d) Any and all Alterations shall be conducted and completed in a commercially reasonable time period (subject to the terms of Article XVII),in a good and workmanlike manner, and in compliance with all applicable laws,municipal ordinances, building codes and permits, and requirements of all governmental authorities having jurisdiction over the Demised Premises,and of the local Board of Fire Underwriters, if any; and,within thirty(30)days after completion of any and all Alterations, Tenant shall obtain and deliver to Landlord a copy of the amended certificate of occupancy for the Demised Premises, if required under applicable law or by governmental authority. To the extent reasonably practicable,any and all Alterations shall be made and conducted so as not to disrupt Tenant's business; provided however that major alterations which require closing of the business on a temporary basis may be made so long as otherwise in compliance with the provisions of this Lease. (e) The cost of any and all Alterations shall be promptly paid by Tenant so that the Demised Premises at all times shall be free of any and all liens for labor and/or materials supplied for any Alterations subject to the next succeeding sentence. In the event any such lien shall be filed, Tenant shall,within five(5) days after receipt of notice of such lien,deliver written notice to Landlord thereof,and Tenant shall, within thirty (30) days after receipt of notice of such lien, discharge the same by bond or payment of the amount due the lien claimant. However, Tenant may in good faith contest such lien provided that within such thirty(30)day period Tenant provides Landlord with a surety bond reasonably acceptable to Landlord,protecting against said lien. ARTICLE VII REPAIRS AND MAINTENANCE Tenant, at its sole cost and expense, shall maintain the Demised Premises and each part thereof, in good order and condition, ordinary wear and tear and damage by casualty excepted, and, subject to the terms and conditions of Article VI, if and as applicable, shall make any necessary Repairs thereto, subject to the casualty and condemnation provisions of this Lease. When used in this Article VII,the term "Repairs" shall include all such actions necessary for Tenant to properly maintain the Demised Premises in good order and condition and in compliance with all applicable laws. Landlord shall have no duty whatsoever to maintain,replace,upgrade, or repair any portion of the Demised Premises except in the event the damage necessitating such repair is solely and directly caused by the negligence or misconduct of Landlord. If Tenant fails or neglects to commence and diligently proceed with all necessary Repairs or fulfill its other obligations as set forth above within twenty(20)days after receipt of notice of the need therefor or otherwise obtaining knowledge of the need therefor(except in emergency situations involving risk of further damage to the Demised Premises or injury to persons in which case no such time period shall be applicable) and/or fails to diligently make such repairs within a reasonable time period, then Landlord or its agents may enter the Demised Premises for the purpose of making such Repairs or fulfilling those obligations. All costs and expenses incurred as a consequence of Landlord's action shall be paid by Tenant to Landlord as Additional Rent within fifteen (15)days after Landlord delivers to Tenant copies of invoices for such Repairs or other obligations. Except in the case of emergency, Landlord shall give Tenant ten(10)days' written notice before taking any such action. ARTICLE VIII COMPLIANCE WITH LAW Tenant shall, throughout the Lease Term, at its sole cost and expense, comply with all laws and regulations of federal, state, municipal and local governments, departments, commissions and boards pursuant to law, or directives or orders issued pursuant thereto, including without limitation all Environmental Laws and the Americans With Disabilities Act,with respect to,regarding, or pertaining to the Demised Premises.Notwithstanding the foregoing, Tenant may, subject to the terms and conditions of this Section,contest or appeal such requirements or orders. To the extent any such contest or appeal by Tenant suspends any and all obligations on the part of Tenant, Landlord, or the Demised Premises to comply with such requirements or orders, and suspends any and all applicability of such requirements or orders to the Demised Premises, Tenant shall not be required to comply with any such laws,regulations, orders, requirements or rules. In no event shall any such appeals, contests or proceedings pursued by Tenant subject Landlord to criminal liability or any civil liability. Upon final resolution of any such appeal, proceeding or contest pursued by Tenant,Tenant shall comply with the judgment, finding or order of the governmental authority so resolving such appeal,proceeding or contest, and shall be liable in full for any and all fines, penalties, charges or costs of any type whatsoever which accrue during the pendency of any contest or appeal. Landlord represents and warrants that as of the Commencement Date, the Demised Premises are in compliance with all laws and regulations of federal, state, municipal and local governments, departments, commissions and boards pursuant to law, or directives or orders issued pursuant thereto, including without limitation all Environmental Laws and the Americans With Disabilities Act. ARTICLE DC UTILITIES Without limiting any of Tenant's obligations set forth in Article III, Tenant shall be solely responsible for,and shall pay the cost of all utility services provided to the Demised Premises throughout the Lease Term. ARTICLE X DISCLAIMER AND INDEMNITY Section 10.01 As used in this Lease,."Landlord Parties"means, collectively, Landlord, Landlord's lenders,and Landlord's members,partners, trustees,ancillary trustees, officers, directors, shareholders,beneficiaries,agents, employees and independent contractors, succesors, assigns and lenders, to any of the foregoing. To the extent not prohibited by law, none of the Landlord Parties shall be (and Tenant hereby agrees that they shall not be) liable, under any circumstances(except in the event of, and then only to the extent directly attributable to,Landlord Parties negligence or misconduct)for any loss, injury, death or damage to person or property(including but not limited to the business or any loss of income or profit therefrom)of Tenant, Tenant's members, officers, directors, shareholders, agents,employees, contractors, customers,invitees or any other person in or about the Demised Premises, whether the same are caused by(I)fire, explosion,falling plaster, steam, dampness, electricity, gas, water,or rain or(2)breakage, leakage or other defects of sprinklers,wires, appliances, plumbing fixtures, water or gas pipes,roof,air conditioning,lighting fixtures, street improvements, or subsurface improvements or(3)theft,acts of God, acts of the public enemy, riot, strike, insurrection, war,court order, requisition or order of governmental body or authority, or(4)any act or omission of any other occupant of the Demised Premises or any other party, or(5) operations in construction of any private, public or quasi-public work,or(6)any other cause, including damage or injury which arises from the condition of the Demised Premises, from occupants of adjacent property, from the public, or from any other sources or places,and regardless of whether the cause of such damage or injury or the means of repairing the same are inaccessible to Tenant, or which may arise through repair, alteration or maintenance of any part of the Demised Premises or failure to make any such repair, from any condition or defect in, on or about the Demised Premises. Section 10.02 Tenant hereby fully and forever releases, discharges, acquits, and agrees to indemnify, protect,defend(with counsel selected by Tenant and approved by Landlord, such approval not to be unreasonably withheld)and hold the Demised Premises,and each of the Landlord Parties wholly free and harmless of, from and against any and all claims, demands, actions, causes of action, settlements, obligations, duties, indebtedness, debts,controversies, losses, remedies,choses in action, liabilities,costs,penalties, fines, damages, injury,judgments,forfeiture, losses (including without limitation diminution in the value of the Demised Premises)or expenses(including without limitation attorneys' fees, consultant fees, testing and investigation fees, expert fees and court costs), whether known or unknown,whether liquidated or unliquidated: (a)arising out of or in any way related to or resulting directly or indirectly from: (i)the use, occupancy or activities of Tenant, its agents,employees, contractors or invitees in or about the Demised Premises, (ii)any failure on the part of Tenant to comply with any applicable law, including without limitation all Environmental Laws; (iii) any default or breach by Tenant in the performance of any obligation of Tenant under this Lease; and(iv) any other loss,injury or damage described in Section 10.01 above caused(whether by action or omission) by Tenant, its agents, employees,contractors or invitees; provided, however,that the foregoing indemnity shall not be applicable to the extent any such claims are directly attributable to the negligence or misconduct of such Landlord Party. All of the personal or any other property of Tenant kept or stored at, on or about the Demised Premises shall be kept or stored at the risk of Tenant. Section 10.03 Tenant hereby fully and forever releases, discharges, acquits, and agrees to indemnify,protect, defend(with counsel selected by Tenant and approved by Landlord, such approval not to be unreasonably withheld)and hold the Demised Premises,and all Landlord Parties wholly free and harmless of, from and against any and all claims, demands, actions, causes of action, settlements,obligations, duties, indebtedness, debts, controversies, losses,remedies,choses in action, liabilities, costs,penalties, fines, damages, injury,judgments, forfeiture, losses (including without limitation diminution in the value of the Demised Premises)or expenses (including without limitation attorneys' fees, consultant fees,testing and investigation fees, expert fees and court costs),whether known or unknown,hereafter arising, whether liquidated or unliquidated, arising out of or in any way related to or resulting directly or indirectly from work or labor performed, materials or supplies furnished to or at the request of Tenant. Section 10.04 Landlord and Tenant each(a)represent to the other party that such representing party has dealt with no broker or brokers in connection with the negotiation, execution and delivery of this Lease and (b)hereby agrees to indemnify, defend,protect (with counsel selected by the other party)and hold such other party wholly free and harmless of, from and against any and all claims or demands for any and all brokerage commissions and/or finder's fees due or alleged to be due as a result of any agreement or purported agreement made by such indemnifying party. Section 10.05 The provisions of this Article X shall survive the expiration or sooner termination of this Lease. ARTICLE XI INSURANCE Section 11.01 Tenant will maintain,with financially sound and reputable insurers, public liability, fire and extended coverage and property damage,rent loss or business interruption and other types of insurance with respect to its business and the Property (including all Buildings now existing or hereafter erected thereon)against all losses, hazards, casualties, liabilities and contingencies as customarily carried or maintained by persons of established reputation engaged in similar businesses and as Landlord shall reasonably require and in such amounts and for such periods as Landlord shall reasonably require. Without limitation of the foregoing,Tenant shall maintain or cause to be maintained policies of insurance with respect to each Real Property in the following amounts and covering the following risks: (a) Comprehensive"all risk" insurance covering loss or damage to the Buildings caused by fire, lightning,hail, windstorm, explosion, vandalism, malicious mischief, and such other losses,hazards, casualties, liabilities and contingencies as are normally and usually covered by"All Risk"or special property policies in effect where such Buildings are located endorsed to include all of the extended coverage perils and other broad form perils, including the standard "all risks"or Special clauses, with such endorsements as Landlord may from time to time reasonably require including, without limitation, building ordinance or law coverage sufficient to provide coverage for costs to comply with building and zoning codes and ordinances including demolition costs and increased cost of construction. (b) The policy(ies)referred to in Subsection(a) above shall be in an amount equal to one hundred percent(100%)of the full replacement cost of the Building and the furniture, fixtures and equipment at the Real Property(without any deduction for depreciation), and shall contain a replacement cost endorsement and an agreed amount or waiver of co-insurance provisions endorsement. (c) Broad form boiler and machinery or breakdown insurance in an amount equal to the full replacement cost of the Building at the Real Property(without any deduction for depreciation) in which the boiler or similar vessel is located, and including coverage against loss or damage from(1) leakage of sprinkler systems and(2) damage, breakdown or explosion of steam boilers,electrical machinery and equipment, air conditioning,refrigeration,pressure vessels or similar apparatus and mechanical objects now or hereafter installed at the applicable Real Property. (d) Business interruption or rent loss insurance in an amount equal to the gross income or rentals from each Real Property for an indemnity period of twelve(12) months, such amount being adjusted annually. (e) During any period of construction,reconstruction, renovation or alteration at the Real Property, a complete value, "All Risks"Builders Risk form or "Course of Construction"insurance policy in non-reporting form and in an amount reasonably satisfactory to Landlord. (0 Commercial General Liability insurance covering claims for personal injury,bodily injury,death or property damage occurring upon, in or about the Real Property on an occurrence form and in an amount not less than$1,000,000 per occurrence and$2,000,000 in the aggregate and shall provide coverage for premises and operations, liquor liability,products and completed operations and contractual liability. (g) If required by applicable state laws, worker's compensation, employer's liability insurance in an amount of$1,000,000 per accident, per employee and in the aggregate, and in accordance with such laws, subject to the statutory limits of the states in which the Property is located. (h) Such other insurance and endorsements, if any, with respect to the Real Property and the operation thereof as Landlord may reasonably require from time to time, provided same are customarily required by institutional lenders for similar properties in the general vicinity of the applicable Real Property. Section 11.02 In the event Landlord decides to place a mortgage on the real estate and the lender requires insurance, each carrier providing any insurance, or portion thereof, required by this Section shall be licensed to do business in the jurisdiction in which the applicable Real Property is located, and shall have a claims paying ability rating by S&P of not less than"A"and an A.M. Best Company, Inc. rating of not less than A and financial size category of not less than XIII. Except as otherwise expressly set forth in this Lease, Tenant shall cause all insurance(except general public liability and workers' compensation insurance)to contain a mortgagee clause and loss payee clause in favor of Landlord's lender in accordance with this Section to be payable to Landlord's lender as a mortgagee and not as a co-insured, as its interest may appear. Section 11.03 All insurance policies and renewals thereof(i) shall be in a form reasonably acceptable to Landlord, (ii) shall provide for a term of not less than one year, (iii) if the same are insurance policies covering any property (a) shall include a standard non-contributory mortgagee endorsement or its equivalent in favor of and in form acceptable to Landlord's lender, (b)shall contain an agreed value clause updated annually (if the amount of coverage under such policy is based upon the replacement cost of the applicable Property) and(c) shall designate Landlord or Landlord's lender as"mortgagee and loss payee." In addition, all property insurance policies(except for flood and earthquake limits)must automatically reinstate after each loss, and the commercial general liability and umbrella policies shall contain an additional insured endorsement in favor of Landlord's lender. Section 11.04 Any insurance provided for in this Article may be effected by a blanket policy or policies of insurance, or under so-called "all-risk" or "multi-peril" insurance policies, provided that the amount of the total insurance available with respect to the Demised Premises shall provide coverage and indemnity at least equivalent to separate policies in the amounts herein required,and provided further that in other respects,any such policy or policies shall comply with the provisions of this Article. Any increased coverage provided by individual or blanket policies shall be satisfactory, provided the aggregate liability limits covering the Demised Premises under such policies shall otherwise comply with the provisions of this Article. Section 11.05 Every insurance policy carried by either party with respect to the Demised Premises shall(if it can be so written)include provisions waiving the insurer's subrogation rights against the other party to the extent such rights can be waived by the insured prior to the occurrence of damage or loss. Subject to the above, each party hereby waives any rights of recovery against the other party for any direct damage or consequential loss covered by said policies against which such party is protected by insurance whether or not such damage or loss shall have been caused by any acts or omissions of the other party, but such waiver shall operate only to the extent such waiving party is so protected by such insurance coverage. Section 11.06 Each insurance policy required to be carried by Tenant hereunder shall include a provision requiring the insurance carrier insuring such policy to provide Landlord with not less than thirty(30)days' prior written notice of any cancellation in such policy. If any insurance policy required to be and in fact carried by Tenant and covering the Demised Premises or any part thereof is cancelled or is threatened by the insurer to be cancelled, or if the coverage thereunder is reduced in any way by the insurer for any reason,and if Tenant fails to remedy the condition giving rise to cancellation, threatened cancellation, or reduction of coverage within 48 hours after notice thereof by Landlord, Landlord may, in addition to all other rights and remedies available to Landlord, enter the Demised Premises and remedy the condition giving rise to such cancellation,threatened cancellation or reduction, and Tenant shall forthwith pay the cost thereof to Landlord(which cost may be collected by Landlord as Additional Rent)and Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Demised Premises as a result of any such entry. In the event Tenant fails to procure or maintain any policy of insurance required under Article XI, Landlord may, at its option,purchase such insurance and charge Tenant all costs and expenses incurred in procuring and maintaining such insurance as Additional Rent. ARTICLE XII DAMAGE OR DESTRUCTION Section 12.01 Subject to the provisions of Section 12.04 and Section 12.05 below, if at any time during the Lease Term,the Demised Premises or any part thereof shall be damaged or destroyed by fire or other casualty of any kind or nature, Tenant shall commence within Forty-Five(45)days after the first date of such damage or destruction and thereafter diligently proceed to repair, replace or rebuild such Demised Premises as nearly as possible to its condition and character immediately prior to such damage with such variations and Alterations requested by Tenant as may be permitted under (and subject to the provisions of) Article VI(the "Restoration Work"). Section 12.02 All property and casualty insurance proceeds payable to Landlord or Tenant(except(i) insurance proceeds payable to Tenant on account of Tenant's trade fixtures or inventory and business interruption insurance carried by Tenant and(ii) insurance proceeds payable from comprehensive general public liability, or any other liability insurance) at any time as a result of casualty to the Demised Premises shall be paid jointly to Landlord and Tenant for purposes of payment for the cost of the Restoration Work, except as may be otherwise expressly set forth herein, and advanced from time to time for such purposes as the work progresses upon certified request of Tenant's architect. Landlord and Tenant shall cooperate in order to obtain the largest possible insurance award lawfully obtainable and shall execute any and all consents and other instruments and take all other actions necessary or desirable in order to effectuate same and to cause such proceeds to be paid as hereinbefore provided. The proceeds of any such insurance in the case of loss shall,to the extent necessary,be used first for the Restoration Work with the balance, if any,payable to Landlord. If the insurance proceeds are insufficient to complete the Restoration Work necessary by reason of such casualty, Tenant shall pay the amount required to complete such work. Section 12.03 This Lease shall not be affected in any manner by reason of the total or partial destruction to any Demised Premises or any part thereof, or any reason whatsoever, and Tenant,notwithstanding any law or statute,present or future, waives all rights to quit or surrender any Demised Premises or any part thereof. Fixed Rent and Additional Rent required to be paid by Tenant hereunder shall not abate as a result of any casualty. ARTICLE XIII EMINENT DOMAIN Section 13.01 If all of the Demised Premises are taken by exercise of the power of eminent domain(or conveyed by Landlord in lieu of such exercise)this Lease will terminate on a date (the "termination date")which is the earlier of the date upon which the condemning authority takes possession of the premises or the date on which title to the premises is vested in the condemning authority. If more than 25%of the rentable area of the Buildings is so taken, Tenant will have the right to cancel this Lease by written notice to Landlord given within 20 days after the termination date. If less than 25% of the rentable area of the Buildings is so taken, or if the Tenant does not cancel this Lease according to the preceding sentence,the monthly rent will be abated in the proportion of the rentable area of the Buildings so taken to the rentable area of the Buildings immediately before such taking, and Tenant's rent will be appropriately recalculated. ARTICLE XIV COVENANTS OF LANDLORD AND TENANT Section 14.01 Landlord and Tenant represent,warrant and covenant to the other that each such party currently has, and as of the Effective Date will continue to have,the right and lawful authority to enter into this Lease and perform their respective obligations hereunder. Landlord further represents,warrants and covenants to Tenant that, from and after the Effective Date until the termination of the Lease Term, and provided Tenant is not in default under this Lease, Tenant shall have quiet enjoyment of the Demised Premises as against any adverse claim of Landlord or any other party. Section 14.02 Tenant may from time to time in writing request Landlord to join with Tenant(at Tenant's cost and expense), (i)to grant,modify or amend easements, licenses, rights of way and other rights and privileges in the nature of easements for the purposes of providing utilities and the like to the Demised Premises, (ii) release existing easements and appurtenances relating to the provision of utilities and the like to the Demised Premises, (iii)grant,modify, amend or release reciprocal easement agreements, restrictive covenants, subdivisions,annexations and the like,(iv)grant immaterial portions of the Demised Premises in connection with,or in lieu of, takings or dedications for public use, and (v) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord, necessary or appropriate to make or confirm such actions to any person. Landlord shall not unreasonably refuse to join in any such action and shall not unreasonably withhold its consent thereto in writing,provided that no Default or Event of Default shall have occurred and be continuing hereunder and provided that an officer of Tenant shall have certified to Landlord that such action is being taken in the ordinary course of Tenant's business, does not interfere with and is not detrimental to the conduct of business on the Demised Premises, does not impair the usefulness or fair market value of the Demised Premises or any contemplated future use by Landlord of the Demised Premises, and was made for no or only nominal consideration. Notwithstanding the foregoing, Landlord shall have no obligation to join in,or consent to, any such action if such action presents a material risk of liability, expense or adverse tax consequences to Landlord. ARTICLE XV INSOLVENCY Section 15.01 If at any time during the Lease Term, (1)proceedings in bankruptcy shall be instituted(voluntarily or involuntarily)by or against Tenant which result in an adjudication of bankruptcy, and with respect to any involuntary proceeding, Tenant shall consent to the commencement thereof or any such proceeding not so consented to by Tenant is not stayed or withdrawn within sixty(60) days after commencement thereof or (2) if Tenant shall file, or any creditor or other person shall file against Tenant, any petition in bankruptcy(i.e., seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief)under the Bankruptcy Act of the United States of America(or under any other present or future statute, law or regulation), and such filing is not vacated or withdrawn within sixty (60) days thereafter, or(3) if a trustee or receiver shall be appointed to take possession of the Demised Premises, or of all or substantially all of the business or assets of Tenant and such appointment is not vacated or withdrawn and possession restored to Tenant within thirty(30) days thereafter, or (4) if a general assignment or arrangement is made by Tenant for the benefit of creditors, or(5)if any sheriff,marshal, constable or other duly-constituted public official takes possession of the Demised Premises, or of all or substantially all of the business or assets of Tenant by authority of any attachment,execution,or other judicial seizure proceedings,and if such attachment or other seizure remains undismissed or undischarged for a period of thirty(30)days after the levy thereof,or (6) if Tenant shall admit in writing Tenant's inability to pay its debts as they become due; the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding; or, if within sixty(60)days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement,composition,readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, then an Event of Default under this Lease shall have occurred on the part of Tenant and Landlord may, at its option in any of such events,on thirty(30) days notice to Tenant, if such action is not vacated or withdrawn during such thirty(30)day period, immediately recapture and take possession of the Demised Premises and terminate this Lease pursuant to process of law. ARTICLE XVI DEFAULT Section 16.01 Events Of Default. The occurrence of any of the following shall constitute an event of default("Event of Default") on the part of Tenant: (a) Nonpayment of Rent. Failure to pay any installment of Fixed Rent or Additional Rent due and payable hereunder on the date when payment is due pursuant to the terms of this Lease, and such failure shall continue until five(5) days after written notice from Landlord. (b) Insolvency. The occurrence of any event described in Article XV above. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, within such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease. (c) Environmental. Tenant's violations of any Environmental Laws or the Release of any Hazardous Materials, such violation continuing for a period of thirty (30)days after written notice of such failure, or such longer period as is reasonably necessary to remedy such default, provided that Tenant commences an appropriate response action for such violation or Release within such thirty(30)day period and continuously and diligently pursues such remedy at all times until complete. (d) Delivery of Documents. The failure by Tenant to deliver any of the documents required pursuant to the terms of this Lease within the time periods required pursuant to such sections and such failure continues for ten (10)days after written notice from Landlord. (e) Other Obligations. The failure by Tenant to timely perform any obligation,agreement or covenant under this Lease, other than those matters specified in Sections 16.01(a)-(f)above, and such failure continuing for a period of thirty(30) days after written notice of such failure is delivered to Tenant(or such longer period, up to but not exceeding an additional ninety(90)days, as is reasonably necessary to remedy such default, provided that Tenant commences the remedy within such thirty(30)day period and continuously and diligently pursues such remedy at all times during the additional ninety(90) day period.) Section 16.02 Remedies Upon Default. If an Event of Default by Tenant occurs, then, in addition to any other remedies available to Landlord at law or in equity or elsewhere hereunder,Landlord shall have the following remedies: (a) Termination. Landlord shall have the right, with or without notice or demand, immediately upon expiration of any applicable grace period specified herein, to terminate this Lease, and at any time thereafter recover possession of all or any portion of the Demised Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the same by any lawful means, and repossess and enjoy all or any portion of the Demised Premises without prejudice to any of the remedies that Landlord may have under this Lease. If Landlord elects to terminate the Lease, Landlord shall also have the right to reenter the Demised Premises and take possession of and remove all equipment and fixtures of Tenant, if any, in such Demised Premises. In connection with any such repossession, Tenant(and any affiliate of Tenant holding a liquor license with respect to the Demised Premises) shall provide reasonable cooperation in transferring its liquor license to Landlord, or in assisting Landlord in obtaining a liquor license. If Landlord elects to terminate this Lease and Tenant's right to possession, or if Tenant's right to possession is otherwise terminated by operation of law,Landlord may recover as damages from Tenant the following: (i) all Rent then due under the Lease through the date of termination; (ii)the cost of reletting the Demised Premises; and (iv) any other costs and expenses that Landlord may reasonably incur in connection with the Event of Default. Landlord shall use commercially reasonable efforts to mitigate Tenant's damages for any such default; provided, however, that Landlord's efforts to mitigate shall not waive Landlord's right to recover damages which are calculated consistent with Landlord's duty to mitigate. (b) Continuation After Default. If Landlord does not elect to terminate this Lease,then this Lease shall continue in effect, and Landlord may enforce all of its rights and remedies under this Lease, including, without limitation,the right to recover Rent as it becomes due, and Landlord, without terminating this Lease, may exercise all of the rights and remedies of a landlord under Wyoming law, subject to Article 32 hereof. Landlord shall not be deemed to have terminated this Lease except by an express statement in writing. Acts of maintenance or preservation,efforts to relet the Demised Premises,or the appointment of a receiver upon application of Landlord to protect Landlord's interest under this Lease shall not constitute an election to terminate Tenant's right to possession unless such election is expressly stated in writing by Landlord. Notwithstanding any such reletting without such termination, Landlord may at any time thereafter elect to terminate Tenant's right to possession and this Lease. If Landlord elects to relet the Demised Premises for the account of Tenant, the rent received by Landlord from such reletting shall be applied as follows: first, to the payment of any and all costs of such reletting (including,without limitation,attorneys' fees, brokers' fees, alterations and repairs to any of the Demised Premises, and tenant improvement costs); second, to the payment of any and all indebtedness other than Rent due hereunder from Tenant to Landlord; third, to the payment of any and all Rent due and unpaid hereunder; and the balance, if any, shall be held by Landlord and applied in payment of future Rent as it becomes due. If the rent received from the reletting is less than the sum of the costs of reletting,other indebtedness due by Tenant, and the Rent due by Tenant,then Tenant shall pay the deficiency to Landlord promptly upon demand by Landlord. Such deficiency shall be calculated and paid monthly. Section 16.03 Indemnification. Nothing in this Section shall be deemed to affect Tenant's obligation to indemnify, defend,protect and hold harmless Landlord and the other Landlord Parties under Article X of this Lease, and such obligation shall survive the termination or expiration of this Lease. Section 16.04 Waiver of Notice/Performance by Landlord. Notwithstanding any provision herein, (a) if Tenant is required to comply with any governmental requirement, Tenant shall not be entitled to notice of default from Landlord and right to cure beyond the period within which such compliance may be required by applicable law or government agency; or(b)if in Landlord's reasonable determination the continuance of any default by Tenant for the full period of notice provided for herein will constitute a threat of injury or harm to persons or property, Landlord may,with or without notice, elect to perform those acts with respect to which Tenant is in default for the account and at the expense of Tenant. If by reason of such governmental requirement or default by Tenant, Landlord is compelled or elects to pay any sum of money, (including without limitation attorneys'fees, consultant fees,testing and investigation fees, expert fees and court costs), such sums so paid by Landlord,plus an administrative charge of fifteen percent(15%)of such sums, shall be due as Additional Rent from Tenant within ten(10) days of written demand therefore from Landlord. Section 16.05 Tenant's Subleases. If Landlord elects to terminate this Lease on account of any Event of Default, then Landlord may: (i)terminate any sublease by a subtenant and any license, concession, or other consensual arrangement for possession entered into by Tenant and affecting any of the Demised Premises which are not the subject of a nondisturbance agreement executed by Landlord;or(ii) choose to succeed to Tenant's interest in such arrangement. Absent a nondisturbance agreement between Landlord and subtenant, no payment by a subtenant with respect to a sublease shall entitle such subtenant to possession of any Property after termination of this Lease and Landlord's election to terminate the sublease by the subtenant. If Landlord elects to succeed to Tenant's interest in such arrangement,then Tenant shall,as of the Effective Date of notice given by Landlord to Tenant of such election,have no further right to, or interest in, any rent or other consideration receivable under that arrangement. Section 16.06 Remedies Cumulative. All rights, privileges,elections, and remedies of Landlord are cumulative and not alternative with all other rights and remedies hereunder, at law or in equity to the fullest extent permitted by law. The exercise of one or more rights or remedies by Landlord shall not impair Landlord's rights to exercise any other right or remedy to the fullest extent permitted by law. ARTICLE XVII UNAVOIDABLE DELAYS,FORCE MAJEURE If either party shall be prevented or delayed from punctually performing any obligation or satisfying any condition under this Lease by any strike, lockout, labor dispute, inability to obtain labor,materials or reasonable substitutes thereof, Acts of God,present or future governmental restrictions, regulations or control, insurrection, sabotage, fire or other casualty,final determination of insurance and condemnation claims, or any other condition beyond the control of the party, exclusive of financial inability of a party,then the time to perform such obligation or satisfy such condition shall be extended by the delay caused by such event, but only for a reasonable period of time not to exceed, in any event, 180 days. The provisions of this Article shall in no event, however,operate to delay the Commencement Date or to excuse Tenant from the prompt payment of Fixed Rent, or Additional Rent. ARTICLE XVIII NO WAIVER The failure of Landlord or Tenant to insist upon strict performance of any of the terms and conditions hereof shall not be deemed a waiver of any rights or remedies that party or any other such party may have,and shall not be deemed a waiver of any subsequent breach or default in any of such terms, covenants or conditions. ARTICLE XIX NOTICES Whenever it is provided herein that notice, demand,request or other communication shall or may be given to either of the parties by the other, it shall be in writing and, any law or statute to the contrary notwithstanding, shall not be effective for any purpose unless same shall be given or served as follows: (a) If given or served by Landlord, (1) by hand delivery to Tenant, (2) by mailing same to Tenant by registered or certified mail,postage prepaid, return receipt requested, or(3)by delivery by overnight courier such as Federal Express, all delivered and addressed to Tenant at the following address: Ut z"Lnc,,₹ - 4%SS KinaJl iV k Fve..41.12Auc4C to SaS6LI With copies which shall not constitute notice hereunder)to: S-4-0C.-C. 4c 3/44-etym. VYtCM.• 21 S Sfvee*- Iron 15Sl c u , wb 7300 ► (b) If given or served by Tenant,(1)by hand delivery to Landlord, (2) by mailing same to Landlord by U.S. registered or certified mail,postage prepaid,return receipt requested,or(3) by delivery by overnight courier such as Federal Express,all delivered and addressed to Landlord at the following address: k( tc4Sn ri\A-Q.#(g- L At lavvl ,Co 8 053 4 (c) All notices,demands, requests or other communications hereunder shall be deemed to have been given or served: (1)if hand delivered, on the date received (or the date delivery is refused)by the recipient party; (2) if delivered by registered or certified mail,three (3) days after the date of posting as marked on the U.S. postage receipt; and(3)if by Federal Express or similar overnight courier service,on the date of receipt(or the date delivery is refused)by the recipient party. (d) Either Landlord or Tenant may at any time during the Lease Term designate one additional party to whom copies of notices must be sent. (e) Either Landlord or Tenant may from time to time change its address for receiving notices under this Lease by providing written notice to the other party in accordance with this Article XIX. ARTICLE XX ACCESS Section 20.01 Landlord and its designees shall have the right on not less than Twenty- Four(24)hours'prior written notice(except in the event of an emergency, where no prior notice shall be required)to Tenant to enter upon any of the Demised Premises at reasonable hours accompanied by an employee of Tenant to inspect such Demised Premises or, during the period commencing one hundred eighty(180) days prior to the end of the Lease Term, for the purpose of exhibiting same to prospective tenants. Landlord's right to enter and inspect any of the Demised Premises shall include the right to take samples of Environmental Media(as defined in Article)(XXVII)as necessary to confirm the presence or absence of Hazardous Materials. Such entry and/or inspection shall not unreasonably interfere with Tenant's ability to conduct its business operations from the Demised Premises and Landlord shall indemnify Tenant from and against any and all claims, losses or liability incurred by Tenant as a result of injuries to persons or property caused by the gross negligence or willful misconduct of Landlord in connection with such entry and inspection, unless an Event of Default has occurred, or Landlord's entry is a result of an emergency at the applicable Property. ARTICLE XXI SIGNS No additional signage shall be installed on any of the Demised Premises until all governmental approvals and permits required therefore are fast obtained and all fees pertaining thereto have been paid by Tenant. ARTICLE XXII IMPROVEMENTS AND FIXTURES Section 22.01 Any and all portions of the Building, all other improvements on the Real Property at the Commencement Date and all fixtures on the Demised Premises at the Commencement Date shall be the property of Landlord. In the event that Tenant installs or erects fixtures or improvements to the Demised Premises after the Commencement Date, such fixtures or improvements shall at the expiration or earlier termination of the Lease, become the property of Landlord and remain upon and be surrendered with the Demised Premises. Notwithstanding the foregoing provisions, Tenant shall be liable for all property taxes, assessments,and similar charges assessed against or allocable to any fixtures or equipment at the Demised Premises (irrespective of whether such fixtures are owned by Landlord or Tenant) and which are attributable to any period of time during the Lease Term. This Section 22.01 is subject to Section 22.02 below such that the foregoing shall not be deemed to apply to Tenant's moveable trade fixtures. Section 22.02 All trade fixtures, (generally described on Exhibit B hereto and as subsequently may be installed by Tenant), shall be and remain the property of Tenant and may be removed by Tenant or others entitled to remove same at any time during the Lease Term provided that Tenant is not in default of this Lease and subject to any security interest in favor of Landlord and that such removal shall in no way affect Tenant's covenants with respect to the operation of the Demised Premises pursuant to Section 3.09. Tenant shall repair all damage to the Demised Premises caused by removal of any such trade fixtures by Tenant or its subtenants, licensees or mortgagees. Section 22.03 During the Lease Term, Tenant shall be entitled to use Landlord's equipment ("Landlord's Equipment")in Tenant's operations at the Demised Premises. Landlord's Equipment shall include the following items located at each Demised Premises on the Commencement Date: coolers, HVAC systems and ventilation units (except any of such items that are leased by Tenant pursuant to the Equipment Lease). Tenant shall keep the Landlord's Equipment in good working order and repair(normal wear and tear excepted), shall not remove Landlord's Equipment from the Demised Premises and shall not permit any lien or other encumbrance to attach to Landlord's Equipment except any such liens that are being contested by Tenant in good faith by appropriate proceedings and that have been bonded over by Tenant to the satisfaction of Landlord. Tenant shall keep the equipment insured and shall be responsible for any casualty or other loss to Landlord's Equipment or occasioned by Landlord's Equipment. Tenant shall at all times have a system in place to identify the Landlord's Equipment from any trade fixtures or equipment of Tenant, and any items of equipment not so identified shall conclusively be presumed to be the property of Landlord. Section 22.04 Tenant hereby authorizes Landlord to take all steps necessary in Landlord's reasonable judgment to perfect any security interest granted by Tenant to Landlord under this Lease, including without limitation by filing or recording financing statements regarding the subject property. ARTICLE XXIII END OF TERM Upon the expiration or earlier termination of the Lease Term, Tenant shall peaceably and quietly quit and surrender the Demised Premises,and all Alterations which are then part of the Demised Premises, broom clean and in good order and condition, subject to reasonable wear and tear and except as provided in Articles XII and XIII. Tenant shall, within thirty(30)days prior to the end of the Lease Term,transfer to Landlord all plans, drawings, other Alteration Information, and technical descriptions of the Property, and shall assign to Landlord all assignable permits, licenses, authorizations and warranties with respect to the Property(in each case to the extent not previously transferred or assigned to Landlord). This Article XXIII shall survive the expiration or termination of the Lease. ARTICLE XXIV HOLDING OVER If Tenant holds over in possession after the expiration of the Lease Term, then such holding over shall not be deemed to extend the Lease Term or renew this Lease, but rather the tenancy thereafter shall continue as a tenancy at sufferance pursuant to the terms and conditions herein contained,with the Fixed Rent based on a four percent annual increase as heretofore calculated; and Tenant shall be responsible for the consequences of any unauthorized holdover and shall indemnify,defend,protect(with counsel selected by Landlord) and hold Landlord Parties wholly free and harmless of, from and against any and all damages, losses, costs, expenses and claims arising therefrom, including reasonable attorneys fees and costs. ARTICLE XXV ASSIGNMENT AND SUBLETTING Section 25.01 This Lease shall be fully assignable by the Landlord or its assigns, subject to the terms of Article XXXIV. Section 25.02 (a) Neither Tenant,nor Tenant's successors or assigns, shall assign in whole or in part, by operation of law or otherwise, this Lease,or sublet the Demised Premises, in whole or in part,or permit the Demised Premises or any portion of it to be used or occupied by others,or enter into a management contract or other arrangement whereby the Demised Premises shall be managed or operated by anyone other than the owner of the Tenant's leasehold estate,without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld. Any disposition of an ownership interest in Tenant, either directly or indirectly,in such a manner that the ultimate beneficial owners of Tenant,through one or more tiers of ownership, transfer "control"of Tenant, shall be deemed to be an assignment of this Lease. "Control"shall mean ownership of voting securities sufficient to elect a majority of the board of directors of a corporation,or analogous ownership interests of non-corporate entities. Provided Tenant remains liable for all its obligations under this Lease and any guarantor remains liable under any guaranty of this Lease, Landlord shall not unreasonably withhold consent to an assignment of this Lease to an individual,partnership or corporation if such individual,partnership or corporation has, in the reasonable opinion of Landlord, a record of timely payment of obligations and compliance with applicable laws and is a commercially and financially sound individual,partnership, or corporation. Tenant may assign or sublease the Demised Premises without the consent of Landlord if such assignment or sublease is to a partnership of which Tenant is a general partner or a corporation of which Tenant is the majority shareholder or to the parent corporation of Tenant or an affiliate under common control of the parent corporation of Tenant; provided further that no such assignment or sublease shall relieve Tenant of any liability hereunder, and Tenant shall not transfer its interest as a general partner(or as a majority shareholder as the case may be)without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld. (b) Tenant shall submit current financial statements of any proposed assignee or sublessee together with Tenant's request for Landlord's approval of any proposed assignment or sublease, except if the proposed assignee or sublessee is a partnership of which Tenant is a general partner, or is a corporation or limited liability company of which Tenant is a major shareholder,parent company or an affiliate under common control. (c) If this Lease is assigned or transferred, or if all or any part of the Demised Premises is sublet or occupied by any party other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the Rent reserved in this Lease, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any covenant or condition of this Lease,or the acceptance of the assignee, transferee, subtenant or occupant as tenant,or a release of Tenant from the performance or further performance by Tenant of its obligations under this Lease. Section 25.03 An assignment made with Landlord's consent or as otherwise permitted hereunder shall not be effective until Tenant delivers to Landlord an executed counterpart of such assignment containing an agreement,in recordable form, executed by the assignor and the proposed assignee, in which the assignee assumes the performance of the obligations of the assignor under this Lease throughout the Lease Term. Section 25.04 This Lease shall be binding upon,enforceable by, and inure to the benefit of the parties hereto and their respective heirs, successors, representatives and assigns. Section 25.05 Notwithstanding any of the above,Tenant may enter into a sublease agreement for the occupancy of the kitchen and restaurant area of the Demised Premises. Landlord hereby consents to such sublease. ARTICLE XXVI LANDLORD'S LOAN; TENANT'S LOAN Section 26.01 In the event of a foreclosure proceeding, the exercise of the power of sale under any mortgage or deed of trust or the termination of a ground lease, Tenant shall, if requested,attom to the purchaser thereupon and recognize such purchaser as Landlord under this Lease; provided,however, Tenant's obligation to attorn to such purchaser shall be conditioned upon such purchaser's written agreement not to disturb Tenant's interest in this Lease, except that such purchaser shall be entitled to enforce all rights and remedies of Landlord hereunder. Section 26.02 Provided that Tenant and Landlord shall secure any required consent from Landlord's lenders, Tenant shall have the right to encumber or hypothecate Tenant's interest in the leasehold estate created by this Lease but only with a leasehold deed of trust securing a loan from a lender(a"Lender"), leasehold mortgage, assignment of leases, assignment, security agreement, and/or other security document(collectively, a "Leasehold Mortgage"). All proceeds from such Leasehold Mortgage shall remain the property of Tenant. Section 26.03 A Leasehold Mortgage shall encumber only Tenant's leasehold interest in the Demised Premises, and shall not encumber Landlord's right title or interest in the Demised Premises. Landlord shall have no liability whatsoever for the payment of the note or any obligation secured by any Leasehold Mortgage or any other provisions of such note or the Leasehold Mortgage or related obligations. Should there be any conflict between the provisions of this Lease and of any Leasehold Mortgage,the provisions of this Lease shall control. No Leasehold Mortgage will be for a term longer than the Term of this Lease, as and if extended as provided herein. Either prior to or concurrently with the recordation of the Leasehold Mortgage, Tenant shall cause a fully conformed copy thereof and of the note secured thereby to be delivered to Landlord,together with a written notice containing the name and post office address of the Lender(as defined herein). Section 26.04 If Landlord declares a default under this I lance, Landlord shall notify any Lender who has given Landlord a prior written request for such notice of such default by sending a copy of the default notice required under this Lease to the Lender. Section 26.05 Immediately upon the recording of the Leasehold Mortgage, Tenant, at Tenant's expense, shall cause to be recorded in the office of the County Recorder of each county in which each of the Demised Premises are located,a written request duly executed and acknowledged by Landlord for a copy of any notice of default and of any notice of sale under the Leasehold Mortgage, as provided by the law in which the Demised Premises are located. Section 26.06 If title to Landlord's estate and to Tenant's estate are acquired by the same person or entity, other than as a result of termination of this Lease,no merger shall occur if the effect of such merger would impair the lien of any Leasehold Mortgage. ARTICLE XXVII MAINTENANCE OF OUTSIDE AREAS Section 27.01 The term "Outside Areas" shall refer to all areas outside of the Buildings including all sidewalks, driveways, lighting, parking lot, entryways, landscaping,trash enclosures, and trash compacting and loading areas on the Demised Premises. Section 27.02 Tenant shall be responsible for maintaining the Outside Areas in a neat and clean condition, and shall ensure that debris from the operation of the mixed used development on the Demised Premises is removed on a regular basis. Tenant shall also maintain the outside of the premises including, but not limited to, outside lighting, parking lot, and entryways. ARTICLE XXVIII CERTIFICATES Section 28.01 Intentionally left blank. ARTICLE XXIX RELATIONSHIP OF PARTIES Nothing contained in this Lease shall be construed to create the relationship of principal and agent,partnership,joint venture or any other relationship between the parties hereto other than the relationship of Landlord and Tenant. Except as otherwise expressly provided herein,this Lease shall not in any way impose any liability upon the members, stockholders, officers,directors or trustees of Landlord or Tenant if Landlord or Tenant should be a limited liability company,corporate entity, or trust, or upon the stockholders, officers, directors or trustees of Landlord or Tenant if Landlord or Tenant should be a corporate entity or trust. If more than one person or entity is named as the Tenant hereunder, the obligations under this Lease of all such persons and entities as Tenant shall be joint and several. ARTICLE XXX RECORDING Neither Landlord nor Tenant shall record this Lease; however, upon the request of either party hereto,the other party shall join in the execution of a memorandum of lease for the purposes of recordation in the form attached hereto as Exhibit C and by this reference incorporated herein(the "Memorandum"). The Memorandum shall describe the parties, the Demised Premises,the term of this Lease,any special provisions other than those pertaining to Rent and shall incorporate this Lease by reference. Tenant shall pay all costs charged or collected by the County Recorders to record the Memoranda. ARTICLE XXXI • CAPTIONS AND SECTION NUMBERS The captions, section numbers, and index appearing in this Lease are inserted only as a matter of convenience and in no way define, limit,construe or describe the scope or intent of such sections or articles nor in any way affect this Lease. ARTICLE XXXII APPLICABLE LAW This Lease shall be governed by, and construed in accordance with the laws of the State of Wyoming;provided, however, that any forcible entry and detainer action or similar proceeding shall be governed by the laws of the state in which the applicable Real Property is located. If any provision of this Lease or the application thereof to any person or circumstances shall,to any extent,be invalid or unenforceable,the remainder of this Lease shall not be affected thereby, and each provision of the Lease shall be valid and enforceable to the fullest extent permitted by the law. ARTICLE XXXIII ENTIRE AGREEMENT This Lease and the Exhibits attached hereto, all of which form a part hereof, set forth all the covenants,promises, agreements, conditions and understandings between Landlord and Tenant concerning the Demised Premises, and there are no covenants, promises, agreements, conditions or understandings heretofore made, either oral or written, between them other than as herein set forth.No modification, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by each party. Time is of the essence of this Lease. ARTICLE XXXIV LIABILITY OF THE PARTIES Without limiting any guaranty of Tenant's obligations hereunder,the obligations of Landlord and Tenant under this Lease are not personal obligations of the individual members,partners,directors, officers, shareholders,agents or employees of Landlord or Tenant. Tenant shall look solely to the Demised Premises for satisfaction of any liability of Landlord and shall not look to other assets of Landlord nor seek recourse against the assets of the individual members, partners, directors, officers, shareholders, agents or employees of Landlord. Whenever Landlord transfers its interest, Landlord shall be automatically released from further performance under this Lease and from all further liabilities and expenses hereunder,provided the transferee of Landlord's interest assumes all liabilities and obligations of Landlord hereunder from the date of such transfer. ARTICLE XXXV ATTORNEYS' FEES If any legal action should be commenced in any court regarding any dispute arising between the parties hereto, or their successors and assigns, concerning any provision of this Lease or the rights and duties of any person in relation thereto,then the prevailing party therein shall be entitled to collect its reasonable expenses, attorneys' fee and court costs, including the same on appeal. As used herein,the term "prevailing party"means the party who,in light of the claims, causes of action, and defenses asserted, is afforded greater relief. ARTICLE XXXVI SUBSTITUTION Section 36.01 Intentionally Deleted Section 36.02 Landlord and Tenant each waive any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waive any claim or defense which asserts that the Lease is anything other than a true Lease. Landlord and Tenant covenant and agree that they will not assert that this Lease is anything but a true Lease. Landlord and Tenant each stipulate and agree not to challenge the validity, enforceability or characterization of the Lease of the Property as a true lease and further stipulate and agree that nothing contained in this Lease creates or is intended to create a joint venture, partnership(either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Landlord and Tenant each shall support the intent of the parties that the Lease of the Property pursuant to this Lease is a true lease and does not create a joint venture, partnership(either de jure or de facto), equitable mortgage,trust, financing device or arrangement, security interest or the like, if, and to the extent that,any challenge occurs. ARTICLE XXXVII ENVIRONMENTAL Section 37.01 Tenant will not cause or permit the storage, use, generation, or disposition of any hazardous materials in, on, or about the Demised Premises by Tenant, its agents, employees,or contractors. Tenant will not permit the Demised Premises to be used or operated in a manner that may cause the Demised Premises to be contaminated by any hazardous materials in violation of any hazardous materials laws. For purposes of this Lease, "hazardous materials"means any explosives, radioactive materials,hazardous wastes, or hazardous substances, including without limitation substances defined as "hazardous substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended;the Hazardous Materials Transportation Act of 1975; the Resource Conservation and Recovery Act of 1976; or any other federal,state, or local statute, law, ordinance,code,rule,regulation, order, or decree regulating,relating to, or imposing liability or standards of conduct concerning hazardous materials, waste, or substances now or at any time hereafter in effect(collectively, "hazardous materials laws"). Tenant will be solely responsible for and will defend,indemnify and hold Landlord,his agents,and employees harmless from and against all claims, costs, and liabilities, including attorneys'fees and costs, arising out of or in connection with Tenant's breach of its obligations in this paragraph. ARTICLE XXXVIII ADDENDA Section 38.01 The following exhibits have been agreed to by the parties and attached hereto or initialed by the parties prior to the execution hereof, it being the intention of the parties that they shall become a binding part of this Lease as if fully set forth herein. Exhibit A Location/Legal Description/Address of the Real Property Exhibit B Tenant's Personal Property List Exhibit C Memorandum of Lease ARTICLE XXXIX COUNTERPARTS Section 39.01 This Lease may be executed in counterparts and shall be binding on all the parties hereto as if one document had been signed. The delivery of an executed copy of this Lease by facsimile transmission shall have the same force and effect as the delivery of the original, signed copy of this Lease. IN WITNESS WHEREOF, the parties have executed this Lease to be effective as of the date first above written. LANDLORD: 6 1flwh•S OQw\ , LLC 1 Aspen Drive,#85 Loveland, CO 82007 By: Name: cr&.,pp SEAN sr Title: (.e ; Pt.CT TENANT: LLC VipeAr inc . • Name: (� tat VIEW-11°C Title: y�Q s f ,d- raSkttRALW reigtjake GRANT OF EASEMENT SharronParrill,a single person,whose address is P.O.Box 5676,Cheyenne,Laramie County, Wyoming(hereinafter called"Grantor"),for and in consideration ofTen Dollars(510.00)said other good and valuable consideration in hand paid,conveys and warrants to Sharon Parrill,whose address is P.O. Box 5676, Cheyenne, Laramie County, Wyoming (hereinafter called "Grantee"), an easement,and right-of-way for ingress end egress on,over and across the following.deacribed real estate situated in Laramie County,Wyoming: A 40.00 foot access easement running Northeast parallel with U.S. Highway 85 approximately 320 feet,then curving to the West and running Weatapproximately290 feet parallel to and adjacent with the Wyorrtng-Colorado border across a portion of Lot)(NEI/4 NE1/4) of Section Twenty-one(21)North,Township Twelve(12)North, Range Sixty-six (66) West of the 6a P.M, Laramie County, Wyoming,being more perticulary described on Exhibit A attached hereto(hereinafter the"Subservient Parcel'). The easement granted hereby is for the benefit of surd is appurtenant to that real property,or any portion thereof,in the County of Weld,State of Colorado,described ea follows: All that portion of the Northeast Quarter of the Northeast Quarter (NEI/4 NE I/4)of Section Twenty-one(21),6' Township Twelve(12) North. ate of C�rado,ybeinggiir 66)West of the more marticululy described on Exhibit of B attached hereto(hereinafter the"Dominant Parcel'). The easement granted hereby is for the benefit of and is appurtenant to the above described Dominant Parcel,and includes the right of ingress and egress,over that road upon the Subservient Parcel,which shall be appurtenant to the Dominant Parcel of real property owned by Grantee. The grant of easement shalllast so long as Grantee,and her heirs and assigns do not expand the scope of tbe easement by way of subdividing the Dominant Parcel or to include access to more than the presently existing property. Grantee is to have this easement for the purpose of ingress and egress,by pedestrian,vehicle, or other travel,to and from the Dominant Parcel by the owner thereof,the owner's guests,and other persons having business or social reason for visitation. To have and to bold the easement hereby granted unto the Grantee,her successors and assigns,as appurtenant to the said Dominant Parcel of the Grantee. DATED: This day of -. U 4/ .2002 mSharon Pam ,.(��//J STATE OF WYOMING ) COUNTY OF LARAMIE )SS The foregoing Chant of nt was acknowledged before me by Sharon Pang,a single person, this , day of 2002. Witness my hand and official seal. My commission expires: AMIX . ./.62/447<41444 Notary ° iuruutlmdga rr.e .N1 ter fff FMJ2?Da! OM fa IS% Notary public Exhibit A To Grant of Easement Legal Description: Beginning at the point of intersection of the line common to Section 16 and said Section 21 with aforementioned westerly right-of-way lute of present US.Highway 85(right-of-way conveyed to the State of Wyoming by that certain Warranty Deed recorded in Book 564, Page 498 on the I I•day of February, 1955,at the office of the Larantie County Cleric and Ea-Officio Register of Deeds), from which the comer common to Sections 15, 16, 21 and 22 of aforementioned township, a 3)4" dia. Iron pipe, bears S.89'18'E. based on solar observation,594.3 feet distance;thence N.89'I8'W., along said section line, a distance 176.9 feet to the point of intenectionofsaidaection line with aforementioned easteriyrigld-of- way line of former U.S.Highway 85;thence 3.28'38'E.,along last- mentioned right-of-way line,a distance of 321,6 feet to a point on the Wyoming-Colorado boundary line;thence N.89'02'45"E,along said boundary line,a distance of 54.0 feet to a Colorado Department of Highways concrete monument with brass tablet,from which Mile PostNwnber37,a grader blade sal in concrete,bearsN.89'02'45"E., 3,892.9 feet distance; thence northerly, along aforementioned westerly right-of-way line end being along a curve to the left having a radius of 5.579.6 feet, a central angle of 2'53'10" and a chord bearing N.6'23'W., an arc length of 281.0 feet to the point of beginning. • Irl//�N�1NNINIII�IN 'lleo°"'" tariffs iliStr 32 8 41.J 1 Pgt 185 r ccwr,.w rsra a s a Exhibit B To Grant of Easement Legal Description: Beginning at a point which is South 0'11'East,301.9 feet South of the Northwest Carver(NW Cor)of the Northeast Quarter(NE/)of' the Northeast Quarter(NEV,)of Section 21;thence South 0'11'East, 1023.25 feet to a point;thence East,South$9'49'East,319 feet to a point;thenceNorth 0'11'West,1032.65 feet to a point thence West, North 81'04'West,319 feet to the Point of Beginning,County of Weld,State of Colorado. • • ieiasamaoe � '�tai?.La Pit 3z>o Ira l$ Pit t 1592 4 \MYa�tL�aNITr. W Mar L tW I Lease ofBullding I,Sharon Parrill, do hereby lease property and building known as Borderline, for the period of two years:January 1,2002 through December 31,2003.Sharon Parrill, hereby tamed as Lessor and Busy,Inc.named as Lessee. Busy Incorporated will be doing business in said building under the name of Borderline Cantina. Terms of lease payment:Busy,Inc will pay for all loans on said property in exchange for use of building and equipment. 1. American national Bank-82217.50 2. American National Bank- 815.00 January 1,2002 1,Pres. Inc. S p $r�'� AJ 1 . Ujy Sharon t• ll Form No.1Oaa•4 C(C0e7) B 1440 REC 02387501 05/09/94 16:08 410.00 2/002 F 2015 HARP ANN FRUERSTEIN CLERK & RECORDER WELD CO, CO SCHEDULE C The land referred to In Schedule A is situated In the State of Colorado, County of Weld and Is described as follows: PARCEL I: All that portion of the Northeast Quarter of•ths Northeast Quarter (NE1/4 NE1/4) of Section Twenty-one (21), Township Twelve (12) North, Range Sixty-six (66) West of the 6th P.H. , County of Weld, State of Colorado, more particularly described as follows: Beginning at a point which is South 0'11' East, 301.9 feet South of the Northwest • Corner (NW Cur) of the Northeast Quarter (NE1/4) of the Northeast Quarter (NE1/4) of Section 21; thence South 0'11' East, 1023.25 feet to a point; thence East, South 89'49' East, 319.feet to a point; thence North, North 0'11' West, 1032.65 feet to a point; thence West, North 88'04' West, 319 feet to the Point of Beginning. County of Weld, State of Colorado. PARCEL II: A part of Lot Two (2), in Section Twenty-one (21), Township Twelve (12) North. Range Sixty-six (66) West of the 6th P.M. , County of Weld, State of Colorado, described as follows: Beginning at a point on the Colorado-Wyoming boundary line at a point from which Mile Post 38, a grader blade set in concrete bears south 89'02'45" West, a distance of 435 feet; thence North 89'02'45" East, along the Colorado-Wyoming boundarly line, 187.5 feet to a point Where the Colorado-Wyoming boundary line intersects the East line of said Lot 2; thence South 0'51' West along the East line of said Lot 2, diet]nce of 143 9 feet: thence North 87'31' Watt 141.9 feet; thence North 24'13'15" WesE;.110.8 feet; • thence North 3'10'30" East, 33.6 feet to the Paint of Beginning. County of Weld, State of Colorado. - .- _ �._. WARRANTY DEED Stephen N. Caldwell and Patricia E. Caldwell . husband and 1lil., grantor, of Cheyeous, Wyoming , for and • in consideration of Ten Dollars And Other Good And Valnihks consideration in hand paid, receipt whereof 1a hereby acknowledged, CONVEY AND:ifu1NBANT TO Oberon Perrill. a single a, oera , whose address is P.O. sex t Cheyenne. WY 52003 , the following described real estate, situate in Laramie County end State of Wyoming, hereby releasing and waiving all rights under and by virtue of the homestead exemption laws of the State, to-wit: See Attached Schedule C SUBJECT to all easements, reservations and restrictions presently of record in the office of the County Clerk for Lamamie County, Wyoming. / WITNESS ow- hand, thlsday cfdi ri ! , 1994. (7.+1e7.- - Stephen H. Caldwell, a married son Patr sin R. Cal wise/tale married person State of Wvoaifp ) County of 'anima ) u.The foregoing instrument was acknowledged before as $tepben B. Caldwell. • ia% parsoafid icia E. Caldwell,by married neracn, this day of �J/ 1995 Witness my hand and official seal. //` A^ / Notary Pub 1 ./4 C f .v a i ze-/>7 My Commission Expires: • - OJ a • men uuc4z ."1uv'wit pi \�J MQf- yy w sr (y Hello