HomeMy WebLinkAbout930272.tiffFINDINGS AND RESOLUTION
RE: FINDINGS AND RESOLUTION CONCERNING APPLICATION OF KEN SPOONER, DBA OUR
LITTLE STORE, FOR 3.2% BEER RETAIL LICENSE, AND AUTHORIZATION FOR CHAIRMAN
TO SIGN
The application of Ken Spooner, dba Our Little Store, 4821 Yellowstone
Drive, Greeley, Colorado 80634-9119, for a 3.2% Beer Retail License, came on for
hearing on the 31st day of March, 1993 at 9:00 a.m., and the Board of County
Commissioners of Weld County, Colorado, having heard the testimony and evidence
adduced upon said hearing, and having considered the testimony, evidence and
remonstrances filed with said Board, and having carefully weighed the same, now
makes the following findings:
1. The evidence discloses that the applicant has sustained the burden
of proof as to the desires of the inhabitants.
2. The applicant is of good character and reputation.
3. The applicant has proven the reasonable requirements of the
neighborhood.
RESOLUTION
WHEREAS, the Board of County Commissioners of Weld County, Colorado,
pursuant to Colorado statute and the Weld County Home Rule Charter, is vested
with the authority of administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has considered the application of Ken Spooner, dba Our
Little Store, 4821 Yellowstone Drive, Greeley, Colorado 80634-9119, for a 3.2%
Beer Retail License, for the sale of fermented malt beverages, containing not
more than 3.2% of alcohol by weight, for consumption off the premises, and
WHEREAS, said applicant has paid to the County of Weld the sum of $450.00
for the hearing fee, in addition to the other required fees, and
WHEREAS, due to the Findings of the Board of County Commissioners in this
matter, as stated herein, the Board deems it advisable to approve said
application for a 3.2% Beer Retail License for Ken Spooner, dba Our Little Store.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that having examined said application, the qualifications of
the applicant, and the testimony of those present at the hearing, does hereby
grant License Number 93-06 to said applicant to sell 3.2% fermented malt
beverages for consumption off the premises, only at retail at said location; and
the Board does hereby authorize and direct the issuance of said license by the
Chairman 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 April 7,
1994, providing that said place where the licensee is authorized to sell 3.2%
fermented malt beverages for consumption off 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.
930272
C'r�02-1
RE: 3.2% BEER LICENSE - OUR LITTLE STORE
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded,
adopted by the following vote on the 31st day of March, A.D., 1993.
ATTEST: d 14 /�
Weld County Clerk to the Board
BY:
eputy Cle k to the Board
APPROVED AS TO FORM:
County Attorney
BOARD OF COUNTY COMMISSIONERS
WEI1P: COUNTY, COLORADO
Constance L. Harpert, Chairman
Barbara J. Kirkmeye'r
930272
HEARING CERTIFICATION
DOCKET NO. 93-13
RE: APPLICATION FOR 3.2% BEER LICENSE - KENNETH SPOONER, DBA OUR LITTLE
STORE
A public hearing was conducted on March 31, 1993 at 9:00 A.M., with the
following present:
Commissioner Constance L. Harbert, Chairman
Commissioner W. H. Webster, Pro-Tem
Commissioner George E. Baxter
Commissioner Dale K. Hall
Commissioner Barbara J. Kirkmeyer
Also present:
Acting Clerk to the Board, Carol Harding
Assistant County Attorney, Bruce Barker
The following business was transacted:
I hereby certify that pursuant to a notice dated February 18, 1993, and
duly published February 25, 1993, in the Windsor Beacon, a public hearing
was conducted to consider the request of Kenneth Spooner, dba Our Little
Store, for a 3.2% Beer License for consumption off the premises only.
Bruce Barker, Assistant County Attorney, made this a matter of record.
Mr. Spooner said he opened Our Little Store on February 1, 1993, and he
now desires a 3.2% beer license. Mr. Barker reviewed the criteria for the
Board to consider, and he stated this establishment has been licensed on
and off over a number of years. Chairman Harbert asked for public
testimony. There was none. Commissioner Hall presented the results of
his on -site visit, as written in a letter to Mr. Spooner. Chairman
Harbert questioned what evidence the Board is to use to determine the
character of the applicant. Commissioner Hall reviewed the three letters
of reference which are attached to the application. Commissioner Webster
moved to approve the 3.2% Beer License for Kenneth Spooner, dba Our Little
Store, and authorize the Chairman to sign, based on the findings that the
establishment meets the required standards. Commissioner Hall seconded
the motion, which carried unanimously.
This Certification was approved on the 5th day of April, 1993.
ATTEST:
Weld County Clerk to the Board
By:
eputy Crk to the Board
TAPE #93-10
DOCKET #93-13
LC0021
APPROVED:
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
onstance L. Harbert, Chairman
ebsfer P o-Tem
George -'. Baxte
Dae K. Hall
arbara J. K kme er yze
930272
NOT I C E
DOCKET NO. 93-13
PURSUANT TO THE LIQUOR LAWS OF THE STATE OF COLORADO, OUR LITTLE STORE, 4821
YELLOWSTONE DRIVE, GREELEY, COLORADO 80634, HAS REQUESTED THE LICENSING
OFFICIALS OF WELD COUNTY, COLORADO, TO GRANT A 3.2% BEER LICENSE FOR CONSUMPTION
OFF THE PREMISES ONLY.
DATE OF APPLICATION: FEBRUARY 18, 1993
THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO, HAS DECLARED THAT THE
NEIGHBORHOOD TO BE SERVED WILL BE AS FOLLOWS:
All of Sections 22, 23, 24, 25, 26, and 27, Township 5
North, Range 66 West of the 6th P.M., Weld County,
Colorado
THE HEARING ON SAID LICENSE WILL BE HELD IN THE FIRST FLOOR ASSEMBLY ROOM, WELD
COUNTY CENTENNIAL CENTER, 915 10TH STREET, GREELEY, COLORADO, ON WEDNESDAY, MARCH
31, 1993, AT 9:00 A.M.
PETITIONS AND REMONSTRANCES MAY BE FILED AT THE CLERK TO THE BOARD OF COUNTY
COMMISSIONERS OFFICE, LOCATED IN THE WELD COUNTY CENTENNIAL CENTER, 915 10TH
STREET, THIRD FLOOR, GREELEY, COLORADO.
DATED AT GREELEY, COLORADO, THIS 22ND DAY OF FEBRUARY, 1993.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
BY: DONALD D. WARDEN
WELD COUNTY CLERK TO THE BOARD
BY: Shelly K. Miller
Deputy Clerk to the Board
PUBLISHED: February 25, 1993, in the Windsor Beacon
930272
NOTIQE
DOCKET NO.93.13 STREET, THIRD
FLOOR, GREELEY,
PURSUANT. TO THE COLORADO.
LIQUOR LAWS OF THE
STATE OF DATED AT GREELEY, COLORADO, . OUR COLORADO, THIS
LITTLE STORE, 4821 22ND DAY OF
YELLOWSTONE.FEBRUARY,1993.
DRIVE, GREELEY,
COLORADO 80634, - BOARD OF COUNTY
HAS REQUESTED THE COMMISSIONERS,
LICENSING OFFICIALS WELD COUNTY,
OF WELD COUNTY, COLORADO
COLORADO, TO
GRANT A 3.2% BEER BY: DONALD
ONLD.
LICENSE. FOR WARDEN, WELD
CONSUMPTION OFF COUNTY CLERK TO
THE PREMISES ONLY. THE BOARD
DATE OF BY: Shelly K. Miller,
APPLICATION: Deputy Clerk to the
FEBRUARY 18, 1993 Board
THE BOARD OF. Published In the
COUNT Y Windsor Beacon on
COMMISSIONERS OF February 25,1993.
WELD COUNTY,
COLORADO, HAS
DECLARED THAT THE
NEIGHBORHOOD TO
BE SERVED WILL BE
AS FOLLOWS:
All of Sections 22, 23,
24, 25, 26, and 27,
Township 5 North,
Range 66 West of the
6th P.M., Weld County,
Colorado
THE HEARING ON
SAID LICENSE WILL
BE HELD IN THE
FIRST FLOOR
ASSEMBLY ROOM,
WELD COUNTY
CENTENNIAL
CENTER, 915 10TH
STREET, GREELEY,
COLORADO, ON
WEDNESDAY, MARCH
31,1993, AT 9:00 A.M..
PETITIONS AND
REMONSTRANCES
MAY BE FILED AT THE
CLERK TO THE
BOARD OF COUNTY
COMMISSIONERS
OFFICE,LOCATED IN
THE WELD COUNTY
CENTENNIAL
CENTER, 915 10TH
Al lilAVIT OF PUBLICATION
STATE OF COLORADO
COUNTY OF WELD
I, KEITH HANSEN, of said County of Weld, being duly
sworn, say that I am publisher of
WINDSOR BEACON
SS
a weekly newspaper having a general circulation in said
County and State, published in the town of WINDSOR,
in said County and State; and that the notice, of which
the annexed is a true copy, has been published in said
weekly for / _successive weeks, that the notice
was published in the regular and entire issue of every
number of the paper during the period and time of
publication, and in the newspaper proper and not in a
supplement, and that the first publication of said notice
was in said paper bearing the date of the
;964 day of --? -t n u w& , AD., 19 a and
the last publication bearing the date of the
day of , A.D., 19_ and
that the said WINDSOR BEACON has been published
continuously and uninterruptedly for the period of 5
consecutive weeks, in said County and State, prior to the
date of first publication of said notice, and the same is a
newspaper within the meaning of an Act to regulate
printing of legal notices an advertisements, approved
May 18, 1931, and all prior cis ar as in force.
LISHER
Subscribed and sworn to before me this -' day
of C2-(- cR-w/ 19 q3
gia/1.4-1 )(51). ».n
NOTARY PUBLIC
My commission expires gy 2 / I S
930272
CERTIFICATE OF MAILING
The undersigned hereby certifies that a true and correct copy of the foregoing
Notice of Hearing, Docket #93-13, was placed in the United States mail, postage
prepaid, addressed to the following property owners.
DATED this
oNtth
KENNETH SPOONER
DBA OUR LITTLE STORE
4821 YELLOWSTONE DRIVE
GREELEY, CO 80634
day of 6.46 , 1993.
`J�I�I���.-���
Deputy C1 k to the Board
930272
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THIS LICENSE EXPIRES
THIS LICENSE MUSTBE POSTED IN PUBLIC VIEW
Liquor Enforcement Division
1375. Sherman Street
Denver. Colorado 80261
SPOONER KEN
OUR LITTLE_. STORE:
4821 YELLOWSTONE DR...
GREELEY CO 80634-9119
•
Account Number
Liability Information ..
LICENSE EXPIRES AT MIDNIGHT
Indust. Type Liability Date
County City Y
02-70072
.03' 206 ..5412 1 040893
APR 07; 1994
Type.
Name and Description of License
Fee
J
3:2 PERCENT. BEER. RETAIL LICENSE
COUNTY 85 PERCENT OAP FEE
$ 50.00
$ 42.50
TOTAL FEEIS)
$ 92.50
This licerise 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.
930272 MEW
P 387 473 650
RECEIPT FOR CERTIFIED MAIL
NO INSURANCE COVERAGE PROVIDED
NOT FOR INTERNATIONAL MAIL
(See Reverse)
COLORADO DEPT OF REVENUE
LIQUOR ENFORCEMENT DIVISION
STATE CAPITOL ANNEX
1375 SHERMAN ST
DENVER CO 80203
PS Form 3800, June 1985
Certified Fee
Special Delivery Fee
Restricted Delivery Fee
Return Receipt showing
to whom and Dale Delivered
Return Receipt showing to whom.
Dale. and Address of Delivery
TOTAl. Postage and Fees
.,
Postmark or Date
O 9O i3
SENDER:
• Complete items 1 and/or 2 for additional services.
• Complete items 3, and 4a & b.
• Print your name and address on the reverse of this form so
that we can return this card to you.
• Attach this form to the front of the mailpiece, or on the
back if space does not permit.
• Write "Return Receipt Req e " on the mailpiece
the article number.
3. Article Addressed to:
COLORADO DEPT , REVE
LIQUOR ENFORNT D
STATE CAP�IANNEXQc
1375 SHER .r ST
DENVER con .90203,-
E
fSI0N R
2 Q'
V
I also wish to receive the
following services (for an extra
fee):
1. ❑ Addressee's Address
next to 2. ❑ Restricted Delivery
Consult postmaster for fee.
4a. Aytjcle Number
4b. Service Type
dd❑� Registered
I�t Certified
❑ Express Mail
Insured
COD
Return Receipt for
Merchandise
7
5. Signature (Addressee)
6. Signature (Agent)
Date of Delivery
8. Addressee's Address (Only if requested
and fee is paid)
PS Form 3811, October 199O *us. oro+ Teo—sxs.ee1 DOMESTIC RETURN RECEIPT
DR 8403 (5/89)
Cob. Dept. of Revenue
Liquor Enforcement Division
1375 Sherman St.
Denver, CO 80261
Colorado
Fermented Malt Beverage
(3.2% Beer) License Application
IMPORTANT: For those retail licenses described in Column A below, this application and all
supporting documents must FIRST BE FILED IN DUPLICATE WITH, AND APPROVED BY, THE
License Issued Through
(Expiration Date)
Use License Account No.
for all reference
LOCAL LICENSING AUTHORITY (CITY, TOWN, COUNTY). Applications will not be accepted
unless all applicable questions are fully answered, all supporting documents correspond exactly
with the name of the applicant(s), and proper fees are attached.
LIABILITY INFORMATION
You may attach separate sheets or additional documents if necessary to fully complete this
County City Industry Type Liability Date
application. All documents must be typewritten or legibly printed in black ink.
Form DR 8404-I, 'Individual History Record" must be completed and filed in duplicate by the
following:
FEE PAID
• Each applicant • All general partners
Cash Fund
State
City
County
• All officers/directors of a corporation • Over 5% limited partners
86-1
45.9
37-1
49.1
• All stockholders of a corporation not subject • Managers
to the Securities and Exchange Act of 1934 • Each person required to file form
• Over 5% stockholders of a corporation subject DR 8404-I must submit fingerprints
to the Securities and Exchange Act of 1934 to the Local Licensing Authority.
NOTE: License status will not be given over the telephone. License will be mailed by the Liquor Enforcement
Division to the Local Licensing Authority upon issuance.
ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN
TOTAL.
APPLICANTS FOR BRAND NEW LICENSES, OR TRANSFERS OF OWNERSHIP
MUST CHECK THE APPROPRIATE BOXES BELOW IN EITHER COLUMN A OR COLUMN B
AND MUST ALSO CHECK EITHER BOX (18) OR (19).
•
45 - 9 (3) COLUMN A : STATE FEES , 45 - 9 (3) COLUMN B STATE FEES
18 2 New License Application Fee
PP $55C+G0
19 0 Transfer of Ownership Application Fee $250.00
V
18 0 New License Application Fee $250.00
19 0 Transfer of Ownership Application Fee $250.00
11 0 Retail 3.2% Beer (Fermented Malt $71.25
Beverage License) - City
11 0 Retail 3.2% Beer (Fermented Malt $92.50
Beverage License) - County
12 ❑ 3.2% Beer Wholesale License (Fermented Malt Bev,) $125.00
13 ❑ 3.2% Beer Manufacturers License (Fermented Malt Bev,) 125.00
14 ❑ 3.2% Beer Importer's License (Fermented Malt Bev,y 125.00
16 • Nonresident Manufacturer License 125.00
(Fermented Malt Beverage)
1. Name
of Applicant(s): If partnership, list partners' names (at least two); if corporation, name of corporation:
Lc f J p±r1-( (2 L- 5 P(i(� 1=n
Date filed with fed Authority:
2-4 J— "L>
1a. Applicant is a:
❑ Corporation Individual ❑ Partnership ❑ Other (specify)
F.E.I :�
t
El -07 2Z1 I O to
2. Trade Name of Establishment: (DBA)
Owl LITTIv 5'rM2.�'
State Sales Tax No.:
n 700?Z
Social Security No.:
Business Telephone:
3. Address of Premises: (Specify exact location of premises.Diagram of premises must accompany this application.)
L1 ;'t1 `ILC: LLD ws1`cN<- t>2 —
City:
County:
State:
Zip Code:
4. Mailing Address: (Number and Street)
5A MC
City or Town:
State:
Zip Code:
5. If this is a transfer of ownership application or renewal, you MUST answer the following questions about this business:
Present Trade Name of That Establishment (DBA):
Present State License No.:
Present Type of License:
Present Expiration Date:
6. Is the applicant, or any of the partners, or officers, stockholders or directors of said applicant (if a corporation),or manager,
under the age of eighteen years?
7. (a) Has the applicant, or any of the partners, or officers, stockholders or directors of said applicant (if a corporation) ever
been convicted of a crime? If answer is "yes," explain in detail. Exclude minor traffic violations.
(b) Have persons lending assistance or financial support to the applicant, or the manager, or employees, ever been
convicted of a crime? If answer is 'yes; explain in detail. Exclude minor traffic violations.
a.
YES
IS
NO
�.il
7`V"
�iN':dao'•.
9""272 930176 I
2/27/,71
8. Has the applicant, or any of the partners, or officers, directors or stockholders of said applicant (if a corporation), or
manager, ever:
(a) been denied an alcoholic beverage license?
(b) had an alcoholic beverage license suspended or revoked?
(c) had interest in an entity that had an alcoholic beverage license suspended or revoked? If "yes," explain in detail.
YES
NO
NO
9. Has a fermented malt beverage license for the premises to be licensed been refused within the preceding year? If "yes,'El
explain in detail.
10. Does or did the applicant, or any of the partners, or officers, directors or stockholders of said applicant (if a corporation)
have a direct or indirect interest in any other Colorado Liquor or Fermented Malt Beverage License (include loans to or from
any licensee, or interest in a loan to any licensee)? If "yes," explain in detail.
11. State whether the applicant has legal possession of the premises by virtue of ownership or under a lease. If leased, list
name and address of landlord and term of lease:
12. Identify the persons, firms, or corporations who now, or will, have a financial interest, evidenced either by loans or equity
ownership in the business for which this license is requested. State the names and addresses of any such persons, and
the amount and source of such financial interest expressed in dollars or other items of value, such as inventory, furniture or
equipment (i.e., bank, relatives, friends, previous owners, etc.). Use separate sheet if necessary.
NAME
ADDRESS
INTEREST
13. List the names and addresses of all liquor businesses in which any of the persons in the previous question are materially
interested. Use separate sheet if necessary
NAME
BUSINESS
ADDRESS
Attach copies of all notes and security instruments, and any written agreement or details of any oral agreement, by which any person (including a
corporation) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or
conditional in any way by volume, profit, sales, giving of advice or consultation.
14. Colorado Manufacturer or Wholesaler applicants, answer the following:
(a) Does the applicant own, lease or operate any Colorado warehouse or storage plant in connection with this business?
If "yes," give full address.
(b) If the applicant is a wholesaler, does or did any owner, part owner, shareholder, director or officer have any direct or
indirect financial interest in a wholesaler, retailer, manufacturer or importer already licensed by the State of Colorado
to sell fermented malt beverage, or malt, vinous or spirituous liquor? If "yes," attach explanation in detail.
(c) Does the applicant have a valid Federal Basic Permit? If "yes; attach a copy of the permit; if "no; explain whether
one has been applied for.
¶age 2 of 4
15. Nonresident Manufacturer (fermented malt beverages) or Importer (fermented malt beverages) applicants, answer the
following:
(a) To what Colorado licensed wholesaler do you intend to ship your merchandise?
(b) Does or did any owner, part owner, shareh..Ider, director or officer of the applicant have any direct or indirect financial
interest in an importer, manufacturer or retailer already licensed by the State of Colorado to sell Fermented malt
beverages or malt, vinous or spirituous liquor? If 'yes,' attach explanation in detail.
(c) Does the applicant have a valid Federal Basic Permit? If 'yes,' attach a copy of the permit.
(d) Are you the primary source of supply in the U.S.? If 'no,' explain in detail.
,YES
NO
16. If the applicant is a partnership, answer the following: (Attach separate sheet if necessary.)
(a) Name of each general partner and each limited partner
holding a greater than 5% interest
Home Address, City and State
Social Security #
Date of Birth
(b) On what date was the partnership formed? Attach a copy of the partnership agreement (except for
partnerships consisting only of a husband and wife).
Date:
17. If the applicant is a corporation, answer the following:
(a) Corporation is organized under the laws of the State of: Date of Incorporation:
y
(b) Out-of-state corporations, give date authorized to do business in Colorado: (Attach romo. Secretary cate of of State)
from Colo. of State)
(c) Date of filing last annual corporate report to the Secretary of State:
(d) Name of each officer listed below:
Home Address, City and State:
Social Security #
Date of Birth:
President:
Vice -President:
Treasurer:
Secretary:
(e) Name all 5% or greater stockholders;
include actual owner or pledgee
Home Address, City and State
% of stock
Date of Birth:
(f) Name of all Directors or Trustees of
Corporation:
Home Address, City and State
18. Manager:
Page 3 of 4
Ssr
330272
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 Si nature:
�y
Title �,
()ll i��7/ :-
Date: /�
;OA 1_J
REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY
(Manufacturers, nonresident. manufacturers, Importers, wholesalers, limited wineries, and public transportation licensees
disregard the section below.)...:.
Is this application for a:
Each person required to
The liquor licensed premises
If "no," the building will
YES NO
x New License Transfer of Ownership Other (specify):
file DR 8404-I: Has
Background
is ready for occupancy
be completed and ready
been fingerprinted
NCIC and CCIC checked
and has been inspected by the Local Licensing Authority.
for inspection by (date)
X
X
X
C.R.S., as amended, 1246-117
(1) (a) The local licensing authority shall restrict
(I) Sales for consumption 'OFF'
(II) Sales for consumption 'ON' the
(III) Sales for consumption 'BOTH
(b) The provisions of paragraph (1)(a) shall
for under this article prior to July 1,
the use of said license to: CHECK ONE
the premises of the licensee; or X
premises of the licensee; or
ON AND OFF' the premises of the licensee.
not apply to any license issued or applied
1967, nor to any renewal or reissuance thereof.
The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are
satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires
of the inhabitants, and will comply with the provision of Title 12, Article 46, C.R.S. THEREFORE, THIS APPLICATION IS APPROVED.
Local Licensing Authority for:
WELD COUNTY, COLORADO
II
TOWN, CITY
COUNTY
Signature: r�
//
l
Title: CHAIRMAN PRO —TEN, WELD COUNTY
BOARD OF CONMISS
0•t•:
03/31/93
/y �l
Signature an et
/ /
T114: C TOaL
/ PUTY
Dale:,//,�C
03/ifpreni
aY r a the above pprovat should rk, if in a county, then by the chairman of
the board of county commissioners and the clerk to the board. If, by ordinance or otherwise, the Iota licensing authority is some other official, then
such approval should be given by such official.
930272
Page 4 of 4
# I l I R LS OW Ju ICE a:r
[�2vAp ST , LuICf- Coco
LICENSE hvo,
!cl— IS( -11
3.2 13 (-4 GE
S
MSS
DR 8404 - 1(2/89)
COLORADO DEPARTMENT OF REVENUE
LIQUOR ENFORCEMENT DIVISION INDIVIDUAL HISTORY RECORD
1375 Sherman Street
Denver, Colorado 80261
To be completed by each individual applicant, each general and over 5% limited partner of a partnership, each officer, director, and
over 5% stockholder of a public corporation, and the manager of the applicant.
NOTICE: This individual History Record provides basic information which is necessary for the licensing authorities' investigation. ALL
questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will
Jeopardize the application as such falsehood within itself constitutes evidence regarding the character and reputation of the
applicant.
1. Name of Business:
out I ITrI tr ¶ y—nrL&
Date:
I-1 8-13
Social Security Number:
2. Your Full Name: (last/first/middle)
SPWAFrc V ukIPrft Res(&
3. Also Known As: (maiden name/nickname, etc.)
4. Mailing Address: (if different from residence)
-Po 6ox '314 MIL1tK.F.J Gil RClSk-t3
Home Telephone:
SQ7- 2f31(0
5. Residence Address: (street and number, dry, state, zip)
I(j-7 c> JoSEP C 1LUl E,J B° '
6. Is your residence:
21 OWNED
Ill
If rented, from whom?
RENTED
7. Date of Birth:
naturalized, state where:
When:
Name of U.S. District Court:
Naturalization Certificate No.:
Date of Certificate:
If an alien, give Alien's Registration Card No.:
Permanent Residence Card No.:
9. Height:
Sell"
Weight:
ht
I 1()
Hair Color:
T
(LI.)
Eye Color:
t4A-7.FC
Sex:
M
Race:
CA U.
10. Do you have
AYES
a Colorado Drivers License? If yes,' give number:
ill NO .C
What is your relationship to the applicant? (sole owner, partner, corporate officer, director, stockholder or manager):
5OCE OWN€2
12. If Stockholder, Number of Shares Owned Beneficially or of Record:
Percent of Outstanding Stock Owned:
13. If Partner, state whether:
❑ GENERAL
• LIMITED
Percent of Partnership Beneficially Owned:
—
14. Name of Present Employer:
(C IJ S s0 ) P AtA-"'?r
15. Type of Business of Employment:
e rzo ER -Le S TO (2
16. Address of Business Where Employed: (street and number, city, state, zip)
903 gat A0 c7- Nt t c._u 1O7,) Ca S 6 Sy3
Business Telephone:
558 7- L/ L2- (
17. Present Position:
nwuert._
18. Marital Status:
M,
19. Name of Spouse: (Include maiden name if applicable)
Cco gx/vcr it S(4c)uT2._
20. Spouse's Date of Birth:
JuKAF tq
Place of Birth:
0mlaµA , tiEdn
21. Spouse's residence 'address, if different than yours: (give street and number, city, state, zip)
22. Spouse's Present Employer:
i(6/0'tS0efrie"17
Occupation:
ASST MGYt
23, Address of Spouse's Present Employer:
qn3 pa€AO Si MfLL(Kc,J
24. List the name(s) of all relatives working in the liquor industry, give their:
Name of Relative:
Relationship to You:
Position held:
Name of Employer:
Location of Employer:
930272
CONTINUED ON REVERSE SIDE
25. Do you now, or have you ever held a direct or indirect interest in a State of Colorado Liquor or Beer License? If 'yes; answer in detail.
•
OW PO
ILC P'S S v �t '1'TF I (.f A V C- A 3 .z Lt cE ASS C 7-1-(64-c 4 - I 5-6 49/
26. Do you now, or have you ever had a direct or indirect interest in a liquor or beer license, or been employed in a liquor or beer related business outside of the State of
Colorado? If lies; describe in detail.
YES ❑ NO
❑ YES P410
27. Have you ever been convicted of a crime, fined, Imprisoned, placed on probation, received a suspended sentence or forfeited bail for any offense in criminal or military
court? (Do not include traffic violations, unless they resulted in suspension or revocation of your driver's license, or you were convicted of driving under the influence
of alcoholic beverages.) If ''yes," explain in detail.
❑ YES LaNO
28. Have you ever received a violation notice, suspension or revocation for a liquor law violation, or been denied a liquor or beer license anywhere in the U.S.?
If yes; explain in detail.
❑ YES IS,,,NO
29. Have you ever held a gambling or gaming license or owned a Federal Gambling Stamp? If "yes," explain in detail below.
❑ YES KNO
State/Federal:
Year:
City:
State:
State/Federal:
Year:
City:
State:
30. Military Service: (branch)
R2N+Y
From:
MAP— Col
To:
Serial No.:
s-23 Ict 9ggo
31. List all addresses where you have lived for the last five years. (Attach separate sheet if necessary)
Type of Discharge:
► Ort4 2LE
Street and Number
City, State, Zip
From:
To:
I0-7 So JoS€r , x
M (LEI kEn.) Co g o s/3
JAJL 7t
1,9/INNr
32. List all former employers or businesses engaged In within the last five years. (Attach separate sheets if necessary.)
Name of employer:
Address: (street, number, city, state, zip)
Position Held:
From:
To:
LLcf(E) �3
Nei
7
33. List the names of persons who can vouch for your good character and fitness in connection with this application.
Name of reference:
Address: (street, number, city, state, zip)
No. of Years Known:
BCCGS
1 t 3 SO WALJ .Jo WNS w,J (4 8aS 9f
MILL\ K- .i���_iC� C� f:f-
(t 4/I+: f3EJAa_tvao q (b Q(LOAQ ST 14iU(ICEd
OATH OF APPLICANT
8o str3
f s--
i
I declare under penalty of perjury in the second degree that I have read the foregoing application and all attachments
thereto, and that all information therein is true, correct, and complete to the best of my knowledge.
Signature:
Title:
Date:
ICQ.b.1tt0>4r,.
6 i i -
9302701110,
At;
Wilk
COLORADO
March 21, 1993
Kenneth Spooner
Our Little Store
4821 Yellowstone Drive
Greeley, Colorado 80634
OFFICE OF BOARD OF COUNTY COMMISSIONERS
PHONE (303) 356-4000, EXT. 4200
FAX (303) 352-0242
P.O. BOX 758
GREELEY, COLORADO 80632
RE: Findings of the Investigation Concerning your Application for a 3.2%
Beer License for "Our Little Store" for Consumption OFF Premises
Dear Mr. Spooner:
Please be advised that the Board of County Commissioners of the County of
Weld, Colorado, has made favorable findings in its investigation
concerning your application for the proposed 3.2% Beer License, with the
licensed premises to be known as "Our Little Store", with the sales to be
for consumption OFF premises. The on -site visit which I conducted
revealed the following:
a. The proposed licensed premise is not connected to a different
licensed premise.
b. The applicant's diagram of the proposed licensed premise is correct.
c. There are no public or parochial schools, or principal campus of any
college, university, or seminary within 500 feet of the proposed
licensed premise.
d. The notice of hearing was posted by the applicant in such a manner
that the notice was conspicuous and plainly visible to the public.
The investigation of your character has shown that it is good and in
accordance with Section 12-46-108(1)(b), CRS.
As you know, the hearing on said license will be held in the First Floor
Assembly Room of the Weld County Centennial Center, at 915 Tenth Street,
Greeley, Colorado, on Wednesday, March 31, 1993, at 10:00 a.m.
Very truly yours,
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Dale Hall I
County Commissioner
skin
'4. _a is_.
mc-mORAnuum
To
From
Subj.a:
Commissioner Dale Hall
Clerk to Board (/
On -Site Inspection for Beer License
Dm* February 23, 1993
On February 22, 1993 you were designated the Commissioner to make an on -
site inspection concerning the application of Kenneth Spooner for a 3.2%
beer license for "Our Little Store", at 4821 Yellowstone Drive, Greeley,
Colorado. Please note, your inspection should be done ,, to
the hearing , 1993) to insure the sign is proper y posted at
that time. o owing s a checklist for that on -site inspection.
1.,; Establish that the applicant's premises are separate
and distinct from any liquor licensed premise, i.e.
liquor stores, taverns, etc. (Section 12-46-106(3)
2. Check the applicant's diagram of the premises to
verify that it is correct. Also be sure that the
premises are reasonably close to being occupied by
licensee or is currently occupied by him. (Section
12-46-101(2)(b)
3. Observe the other 3.2% beer on, off, and on/off
c,license establishments within the neighborhood, in
00J order to determine the necessity of the proposed
license. (Section 12-46-108(2)
4. Determine that
"The sign shall
the has been properly posted:
be o car` board material not less than
, composed of
t an and stating the of license
appli . or, the of the applicat on, the Ollrof
the , the and address of the applicant,
and o the place at which petitions or
remonstr es may be filed. If the applicant is a
partnership, the sign shall contain the names and
addresses of all partners and if the applicant is a
corporation, association or other organization, the
sign shall contain the names and addresses of the
president, vice-president, secretary and managing
officer or officers."
If you find all of the above items to be in order, please sign the
attached letter and return it to Carol for mailing. If you have any
questions or need additional information, please contact Bruce Barker.
AEPR D:
rker, Assistant County Attorne93027'
*al mEmoRAnDum
lURe To
Commissioner
From
Subject:
Clerk to Board
Date
February 23, 1993
On -Site Inspection for Beer License
On February 22, 1993 you were designated the Commissioner to make an on -
site inspection concerning the application of Kenneth Spooner for a 3.2%
beer license for "Our Little Store", at 4821 Yellowstone Drive, Greeley,
Colorado. Please note, your inspection should be done ten days prior to
the hearing (on March 21, 1993) to insure the sign is properly posted at
that time. Following is a checklist for that on -site inspection.
1. Establish that the applicant's premises are separate
and distinct from any liquor licensed premise, i.e.
liquor stores, taverns, etc. (Section 12-46-106(3)
2. Check the applicant's diagram of the premises to
verify that it is correct. Also be sure that the
premises are reasonably close to being occupied by
licensee or is currently occupied by him. (Section
12-46-107(2)(b)
3. Observe the other 3.2% beer on, off, and on/off
license establishments within the neighborhood, in
order to determine the necessity of the proposed
license. (Section 12-46-108(2)
4. Determine that the sign has been properly posted:
"The sign shall be of cardboard material not less than
22" wide and 26" high, composed of letters not less
than 1" in height, and stating the type of license
applied for, the date of the application, the date of
the hearing, the name and address of the applicant,
and the address of the place at which petitions or
remonstrances may be filed. If the applicant is a
partnership, the sign shall contain the names and
addresses of all partners and if the applicant is a
corporation, association or other organization, the
sign shall contain the names and addresses of the
president, vice-president, secretary and managing
officer or officers."
If you find all of the above items to be in order, please sign the
attached letter and return it to Carol for mailing. If you have any
questions or need additional information, please contact Bruce Barker.
APPROVED:
C�//1✓
Bru-.Barker, Assistant County Attorney930 f
env
Z//8'/p3
To Whom It May Concern;
I have known Ken Spooner since he moved into Milliken approx.
fifteen years ago. Under his management, Ken's Superette has sold
3.2 beer for probably the lest ten years. I have a barber shop
located across the street from Ken's and I know of no problems
caused by these sales.
Ken Spooner and I belong to the M.J. Lions Club. I speak
highly of him as an individual and a businessman.
930272
TH��ZE
• 28 8. PARISH AVE. • P.O. BOX 400• PHONE 687-4626 • JOHNSTOWN, COLORADO
February 17, 1993
To whom it may ‘oncfrn:
It has been my pleasure to have known Ken Spooner for the last
13 years. He is an honest hard working businessman.
He has served on a variety of civic and political boards in the
town of Milliken and is an asset to the whole community.
His record and that of his store in Milliken is spotless.
Sincerely,
Clyde Briggs, PubliY er
930272
Xown of /1k
Police Department
1107 Broad Street P.O. Bo
February 17, 1993
Milliken Colorado 80543 (30 -2772 FAX (3O3) 587-2678
Randall S. Jacobson, Police Chief
To whom it may concerns
I have been Chief of Police of the Millikeriolice Department for
the past year.
Since becoming Chief, I have had several o
contact with KenS pooner, through his plac
involvement in Lions Club.
I have found Mr ;.:Spooner to be honest and
businessman. Hil business also holds a 3.
Milliken. Durini my time with the Millikel
have had no rep*ts of any violations of ai
S cerely,
c r - -
Randall S. iacolimon
Chief of Police
ions to come in
business and his
ind him to be a good
ser license in
olice Department, we
kind.
1930272
E
n4-bh
ZLZOCG
O
"JJC-(10 .) s FO N
AR22181450
B 1268 ..aC 02218450 06/28/90 16:30 p25,00 1/005
F 0779 MARY ANN FEOERSTEIN CLERK & RECORDER WELD CO, CO
BARGAIN AND SALE DEED
KNOW ALL MEN BY THESE PRESENTS, that we, 14114 AND TAFT GROUP,
a Colorado joint venture, AMO PARTNERS, a Colorado general partnership, NORTH
LONGMONT GROUP, a Colorado general partnership, ARNOLD LEASING
ASSOCIATES, a Colorado general partnership, 88TH AND PECOS GROUP, a Colorado
joint venture, NORTH LOVELAND GROUP, a Colorado joist venture, GOLDEN
FOODS, a Colorado general partnership, and PIERCE GROUP, a Colorado joint venture,
all whose addresses are 1055 Auraria Parkway, Suite 100, City and County of Denver,
State of Colorado, for the consideration of Ten Dollars and other good and valuable
consideration in hand paid, hereby sell and convey to VRM PARTNERS, a Colorado
general partnership, whose legal address is 105:5 Auraria Parkway, Suite 100, City and
County of Denver, State of Colorado, all of their right, title and interest, which constitutes
one hundred percent (100%) of the interests in, and to the following real property:
See Exhibit "A" attached hereto and incorporated herein by reference.
Pursuant to those certain Consents dated March 21, 1990, the partnerships and joint
ventures have authorized and designated Harold G. Arnold, as authorized Partner and/or
Joint Venturer and/or attorney -in -fact for the following partnerships and Joint ventures, to
execute this Deed to effectuate the conveyance of the properties described herein in
accordance with the terms hereof.
Signed and delivered this aliday of April, 1990
G. Arnold, as authorized Partner and/or
Venturer and/or attorney -in -fact for the
following partnerships and joint ventures.
14TH AND TAFT GROUP, a Colorado joint
venture, AMO PARTNERS, a Colorado general
partnership, NORTH LONGMONT GROUP, a
Colorado general partnership, ARNOLD
LEASING ASSOCIATES, a Colorado general
partnership, 88TH AND PECOS GROUP, a
Colorado joint venture, NORTH LOVELAND
GROUP, a Colorado joint venture, GOLDEN
FOODS, a Colorado general partnership, and
PIERCE GROUP, a Colorado joint venture.
STATE OF COLORADO )
COUNTY OF 41,'✓ )
The foregoing instrument was acknowledged before me this g&... day of April,
1990, by HAROLD G. ARNOLD, authorized Partner and/or Joint Venturer and/or
attorney -in -fact for the following partnerships and joint ventures: 14TH AND TAFT
GROUP, a Colorado joint venture, AMO PARTNERS, a Colorado limited partnership,
NORTH LONGMONT GROUP, a Colorado general partnership, ARNOLD LEASING
ASSOCIATES, a Colorado general partnership, urn AND PECOS GROUP, a Colorado
joint venture, NORTH LOVELAND GROUP, a Colorado joint venture, GOLDEN
FOODS, a Colorado general partnership, and PIERCE GROUP, a Colorado joint venture.
My commission expires: /-4O-
‘,4
'It%veeteclwiovdet442 90
��_ A
Notary Public
EXHIBIT A`
B 1268 REC 02218450 06/28/90 16:30 025.00 2/00$
F 0780 MARY ANN FEUERSTEIN CLERK &RECORDER WELD CO, CO
..............
Weld County, State, of Colorado
Parcel 1:
Covering the Land in the State of Colorado, County of Weld.
Described as:
Lots 12, 14 and 16,
Block 8,
TOWN OF WINDSOR
Parcel 2:
Covering the Land in the State of Colorado, County of Weld.
Described ass
Lots 1, 2, 3, 4 and 5,
Block 4,
in the TOWN OF AULT
Parcel 3:
Covering the Land in the State of Colorado, County of Weld.
Described as:
Lots 14, 15, 16, and 17,
in Block 3,
in the TOWN OF EATON,
WELD COUNTY, COLORADO,
EXCEPT Parcel as conveyed by deed recorded in Book 982, Page, 512,
Weld Countr Records.
Parcel 4:
A Part of Lots 14 to 17, inclulive,
Block 3,
TOWN OF EATON,
described as follows:
BEGINNING at the Northeast corner of said Lot 14;
thence West, along the North line of said Lot, 30 feet;..
thence South 100 feet to.a point on the South line of said Lot
17 which is 60 feet West of the Southeast corner of said Lot 17;
thence East, along the South line of said Lot 1.7, a distance of
60 feet to the Southeast: corner thereof;
thence Northwesterly, along the Easterly line of said Block 3,
a distance of 105 feet,; more or less, to the POINT_ OP. BEGINNING.
93
EXHIBIT A (cont.)
Weld county, State of Colorado
Parcel 5:.
Covering the Land in the State of Colorado, County of Weld.
Described as:
Lots 21, 22, 23 and 24,
HUNTERS SUBDIVISION OF BLOCK 51,
CITY OF GREELEY
B 1268 REC 02218450 06/28/90 16:30 *25.00 3/005
F 0781 MARY ANN FEUERSTEIN CLERK 6 RECORDER WELD CO, CO
Parcel 6:
Covering the Land in the State et Colorado, County of Weld.
Described as:
A parcel of land located in Tract 'A',
GREELEY PLAZA
as recorded under Reception No. 1432944 in the records of WELD
COUNTY, COLORADO, a subdivision being a part of the NEI/4 of Section
12, Township 5 North, Range 66 West of the 6th P.M., CITY OF
GREELEY, and being further described as follows:
COMMENCING at the Northwest Corner of the NE1/4 of said Section
12, and considering the North line of said Section 12 to bear North
89'54'00• East, with all bearings herein being relative thereto:
thence North 89'54'00• East, along the North Line of the NEI/4
of said Section 12, a distance of 68.11 feet;
thence South 00'06'00• East, 80.00 feet to a point on the South
Right -of -Way Line of 10th Street and U.S. Highway No. 34;
thence South 44'55'10• West, 7.27 feet;
thence South 00'03'07' East, 448.63 feet to the TRUE POINT OF
BEGINNING;
thence North 89'54'00' East, 150.00 feet;
thence South 00'03'07' East, 150.00 feet;
thence South. 39'54'00' West, 150.00 feet to a point on the East
Right -of -Way Line of 28th Avenue;
thence North 00'03'07' West, along the East Right -of -Way Line of
28th '.venue, 150.00 feet to the TRUE POINT OF BEGINNING.
Parcel 7:
Covering the Land in the State of Colorado, County of Weld.
Described as:
Lots 1 and 2,
Block 1,
EXCLUDING that portion of Lot 1 lying within dedicated 10th
Street,
HUNTER HEIGHTS,
an addition to the CITY OF GREELEY, O3�
COUNTY OF WELD .7 4
E7ffi1B3:T A (cent.)
Weld County, State of Colorado
Parcel 8:
Parcel 9:
B 1268 REC 02218450 015/28/90 16:30 525.00 4/005
F 0782 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
Covering the Land in the State of Colorado, County of Weld.
Described as:
OUTPARCEL A:
A tract of land located in the E1/2 of Section 13, Township 5 North,
Range 66 west of the 6th P.M., and being a part of Tract A, Block
1 of BRENTWOOD ?kilt SHOPPING CENTER ADDITION, CITY OF GREELEY,
and being sore particularly described as follows:
COMMENCING at the SE corner of said Tract A, and considering the
East line of Tract A, Block 1 of said Brentwood Park Shopping Center
to bear North 00'23'00" East with all other bearings contained
herein being relative thereto;
thence North 00'23'00" East, 247.40 feet;
thence North 89'37'00" West, 5.00 feet to the West right-of-way
line of 23rd Avenue and the TRUE POINT OF BEGINNING;
thence North 89'37'00" West, 81.71 feet;
thence South 00'23'00" West, 20.00 feet;
thence North 89'37'00" West, 40.00 feet;
thence North 00'23'00" East, 119.89 feet to a point on the -South T'
right-of-way line of Reservoir Road;
thence along Reservoir Road right -of -Way line by the following
two (2) courses: _
South 82`17'18" East, 100.72 feet; ' -"
36:07 feet along the arc of s..curve,to the right whose.radius is.
25.00 feet, central angle is'82'40'18" and whose chord bears South'
40'57'09" East, 33.02 feet;
thence South 00'23'00" West, 62.25 feet along the West right-of-way
line of 23rd Avenue to the TRUE POINT OF BEGINNING.
Covering the Land in the State of Colorado, County of Weld.
Described as:
Lot A,
HILL -N -PARE SUBDIVISION,
a subdivision of WELD COUNTY
Parcel 10:
Covering the Land in the State of Colorado, County of Weld.
Described as:
Lots 5, 6, 7, 8, 9 and 10,
Block 59,
in the TOWN OF MILLIKEN
t
EXHIBIT A (cont.)
Weld Canty, State of Colorado
B 1268 REC 02218450 06/28/90 16:30 *25.00 5/005
Parcel 11: F 0783 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
Covering the Land in the State of Colorado, County of Weld.
Described as: 2�
All that part of rot Twenty -fear (.24) and the South Half of Lot
Twenty -Three (23)
in CRANFORD'S SUBDIVISION OF BLOCK 162
in the CITY OF GREELEY, WELD COUNTY, COLORADO,
according to the recorded map or plat thereof, lying East of the
West 30 feet thereof,
TOGETHER WITH the North 10 feet of the West 30 feet of the South
half of said Lot Tventy-three (23) which is designated as a private
driveway.
Parcel 12:
Covering the Land in the State of Colorado, County of Weld.
Described ass
The North 90 feet of Lots 17 and 1S1
and all of Lots 19, 20, 21 and 22,
EXCEPTING the Southerly 115 feet of said Lots 19, 20, 21 and 22,
all in Block 2,
in the TOWN OF LA SALLE
930272
Sae
i
CONTRACT OF SALE (BRANDED)
This Contract of Sale made and entered into between Venta
Inc., 1055 Auraria Parkway, Denver, Colorado, hereinafter called
"Seller" and Ken Spooner, hereinafter called "Purchaser".
WITNESSETH
In consideration of the mutual promises herein contained,
Seller agrees to sell and deliver to Purchaser, and Purchaser
agrees to purchase, receive and pay for product(s) of the kind and
in the quantities and under the terms and conditions specifically
set forth in Commodity Schedule(s) annexed hereto and made a part
hereof.
1. Duration. This Contract shall become effective on the 1st day
of February, 1993, and shall continue in effect until the 31st day
of January, 1998 .
2. Products. The following Commodity Schedule(s) forming a part
of this Contract were affixed at or before the signing hereof.
COMMODITY SCHEDULE(S) DATE
1 -Commission Marketer February 1, 1993
By Mutual Agreement, this Contract may be amended from time to
time by adding other or additional schedules, substituting revised
schedules or by deleting one or more items or provisions from any
Commodity Schedule(s) listed hereinabove. Additional and revised
schedules shall be so marked and initialed by an authorized
representative of Seller and by Purchaser and shall be affixed to
and become a part of this Contract from and after the date
appearing on such additional or revised schedule(s). Deletions
shall be by notice given as provided herein and effective when
accepted.
3. Ouantitv. Seller agrees to sell to Purchaser and Purchaser
agrees to purchase from Seller the product(s) covered by this
Contract in the quantities shown on the applicable Commodity
Schedule(s). However, during any period of this Contract for which
the amount of any such product(s) that Seller is required to
deliver to Purchaser is prescribed by government rules, regulations
or orders, the quantity of such product(s) covered by this Contract
shall be the quantity so prescribed instead of the quantity shown
on the applicable Commodity Schedule(s). For purposes of the
Commodity Schedule(s), the "contract quantity" for any period shall
be the quantity of product(s) which Seller is obligated to sell and
Purchaser is obligated to buy under this Contract during that
period whether prescribed by the attached Commodity Schedule(s) or
by government rules, regulations or orders. It is specifically
17 - 1
930272
S
agreed and understood that any purchase or sale in excess of the
volumes described above shall not in any way be considered to
modify this Contract as regards quantities to be delivered.
4. price. The price of the product(s) covered by this Contract
shall be as stated in the applicable Commodity Schedule(s).
Purchaser agrees to pay cash (or at Seller's option, certified or
cashier's check, money order or other means approved by Seller) for
all goods delivered to Purchaser by Seller under the terms of this
Contract except deliveries for which credit has been previously
arranged in writing with Seller. Purchases made and not paid for
on delivery shall be payable at Seller's principal office unless
otherwise specified by Seller.
5. Control. Purchaser is an independent businessman with the
exclusive right to direct and control the business operation at the
premises, including the establishment of the prices at which
products and merchandise are sold. Seller reserves no control over
the business at the premises. Purchaser has no authority to employ
anyone as an employee or agent of Seller for any purpose.
6. Liability. Seller shall not be liable to Purchaser or to any
other person for any damage to or loss of property, or for injury
to or death of persons arising from Purchaser's operation pursuant
to this Contract and Purchaser agrees to indemnify, protect and
save Seller harmless from and against any and all losses, claims,
liabilities, suits and actions, judgments and costs, which shall
arise from or grow out of any injury to or death of persons and for
damage to or loss of property, directly or indirectly arising out
of, or resulting from, or in any way connected with Purchaser's
operation upon or use of the station or from the condition thereof
or of the adjoining streets, sidewalks or ways, whether sustained
by Purchaser or his agents or employees, or any other person, firm
or corporation which may seek to hold Seller liable.
7. Credit. While nothing herein shall be construed as obligating
Seller to extend any credit to Purchaser, in the event Seller in
its sole determination does elect to extend credit to Purchaser,
such extension of credit shall only be made in writing. If credit
is so extended it shall be extended on the following terms and
conditions:
(a) In the event payment is not made on or before the date,
a late payment charge in an amount established by Seller from
time to time, not to exceed the maximum allowed by law, may be
imposed for each month (and any part thereof) which elapses
from due date to the date payment is received by Seller.
(b) Seller will furnish to Purchaser statements of
Purchaser's account on a monthly basis. Payment of any such
bills shall not prejudice the right of Purchaser to question
the correctness thereof; provided, however, all bills and
17 - 1
930272
statements rendered to Purchaser by Seller during any month
shall conclusively be presumed to be true and correct after
thirty (30) days following the end of any such month, unless
within said thirty (30) -day period Purchaser delivers to
Seller's accounting office issuing said statement written
exception thereto setting forth the item or items questioned
and the basis therefor. Time is of the essence in complying
with this provision.
(c) In the event there are additional business transactions
between Purchaser and Seller including without limitation
those relating to credit sales of products other than those
identified herein, promissory notes, or real estate, unless it
is clearly indicated in writing by Purchaser as to how
payments received by Seller from Purchaser are to be applied,
then such payments shall be applied by Seller in the following
order or priority: (i) trade accounts, (ii) promissory notes,
(iii) rentals or other amounts due under any other agreement
or transactions.
(d) Seller reserves the right to withdraw such credit
immediately at any time on giving to Purchaser notice thereof.
In the event credit is withdrawn, all amounts then due and
owing shall become payable, and all future sales by Seller to
Purchaser shall be for cash (or at Seller's option certified
or cashier's check, money order or other means approved by
Seller).
(e) Seller shall have the right but not the obligation to
offset any indebtedness owed by Seller to Purchaser against
any indebtedness owed by Purchaser to Seller, whether arising
from the sale of goods or product(s) under this Contract, or
from any other business transaction described in Paragraph
7(c) above.
8. Credit Cards. Purchaser specifically acknowledges receipt of
a copy of Conoco's credit card guide and agrees to be bound by all
of the terms and conditions thereof, as amended from time to time,
including but not limited to the following: Seller agrees to
purchase from Purchaser accounts receivable evidenced by credit
sales tickets representing the sale by Purchaser of those products
and services specified in Conoco's credit card guide, as amended
from time to time, provided such sales are made in accordance with
the requirements set forth in said credit card guide. Purchaser
expressly agrees that Seller shall have the right but not the
obligation to apply the proceeds of assigned accounts receivable
towards payment of any indebtedness owed by Purchaser to Seller,
whether arising from the sale of goods or product(s) under this
Contract or from any other business transaction described in
Paragraph 7(c). Purchaser further, agrees that credit sales tickets
not evidencing deliveries of product(s) or services authorized by
said credit card guide, or those which are not completed in
accordance with the requirements thereof, may be reassigned by
Seller to Purchaser. Purchaser also agrees that, upon such
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93027
reassignment, the value of such credit sales tickets shall
immediately become due and owing to Seller and may be deducted from
subsequent checks for payment of assigned accounts receivable.
9. Delivery. Delivery of the product(s) covered by this Contract
and passage of title and risk of loss shall be as stated in the
applicable Commodity Schedule(s).
10. Taxes. It is agreed that any duty, tax, fee or other charge
which Seller may be required to collect or pay under any municipal,
state, federal or other laws now in effect or hereafter enacted
with respect to the production, manufacture, inspection,
transportation, storage, sale, delivery or use of the product(s)
covered by this Contract shall be added to the prices to be paid by
Purchaser for product(s) purchased hereunder.
11. Failure To Pe form.
(a) Any delays in or failure of performance of either party
hereto shall not constitute default hereunder or give rise to any
claims for damages if and to the extent that such delay or failure
is caused by occurrences beyond the control of the party affected,
including, but not limited to, acts of God or the public enemy;
expropriation or confiscation of facilities; compliance with any
order or request of any governmental authority; acts of war,
rebellion or sabotage or damage resulting therefrom; embargoes or
other import or export restrictions; fires, floods, explosions,
accidents, or breakdowns; riots; strikes or other concerted acts of
workers, whether direct or indirect; or any other causes whether or
not of the same class or kind as those specifically above named
which are not within the control of the party affected and which,
by the exercise of reasonable diligence, said party is unable to
prevent or provide against. A party whose performance is affected
by any of the causes set forth in the preceding sentence shall give
prompt written notice thereof to the other party.
(b) Seller shall be under no obligation to make deliveries
hereunder at any time when in Seller's sole judgement it has reason
to believe that the making of such delivery would be likely to
cause strikes to be called against it or cause its properties to be
picketed.
(c) Seller shall not be required to make up deliveries
omitted on account of any of the causes set forth in this
paragraph.
(d) Nothing in this paragraph shall excuse Purchaser from
making payment when due for deliveries made under the Contract.
12. Excess Ouantities. In the event Seller should actually
deliver to Purchaser and Purchaser should actually accept and
receive during the term hereof quantities of product(s) in excess
of the maximum quantities herein provided, Purchaser agrees to pay
for said product(s) at the prices and in the method herein
provided. However, nothing in this paragraph shall be deemed to.
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authorize the purchase of quantities otherwise unauthorized under
monthly or annual quantity limitations.
13. Determination of Quantity and Quality. The quantity and
quality of product(s) sold hereunder shall be for all purposes
conclusively deemed to be the quantity and quality set forth in
Seller's document of delivery unless within seven (7) days of the
date of delivery Purchaser delivers to Seller written notice of
any claimed shortage in quantity or claimed deviation in quality.
Time is of the essence in complying with this provision.
14. Trademarks.
(a) Purchaser is permitted to display Conoco's trademarks
solely to designate the origin of said product(s) and Purchaser
agrees that petroleum products of others will not be sold by
Purchaser under any trade name, trademark, brand name, label,
insignia, symbol, or imprint owned by or used by Conoco, which
retains the right, subject to requirements of law, to withdraw
these from Purchaser at any time notwithstanding any request or
demand by Seller to the contrary. It is further expressly
understood and agreed that should Seller lose the right to grant
the right to use the signs, brands, trade names or trademarks of
Conoco for reasons other than those due to trademark abuse,
violation of federal or state law or other fault or negligence of
Seller which such abuse, violations, or other fault or negligence
is related to action taken in bad faith by Seller, then Seller
shall have the right to substitute the trademarks owned or
controlled by a refiner other than Conoco for the trademarks of
Conoco. In the event of such substitution, all references to
trademarks of Conoco in this Contract shall be deemed to refer to
the trademarks substituted by Seller hereunder. In the event of
such substitution, Seller undertakes to arrange for and bear the
cost, if any, of the replacement of such signs, symbols, and
similar indicia which must be replaced as a consequence of such
substitution. Upon termination of this Contract or prior thereto
upon demand by Seller, Purchaser shall discontinue the posting,
mounting, display or other use of said names, marks, labels,
insignia, symbols, or imprints except only to the extent they
appear as labels or identification of products manufactured or sold
by Seller and are still in the containers or packages designed or
furnished by Seller. Purchaser is not a licensee of Conoco's
trademarks and shall not mix, commingle, adulterate, or otherwise
change the composition of any of the product(s) purchased hereunder
and resold by Purchaser under said names, marks, labels, insignia,
symbols, or imprints. Seller is hereby given the right to examine
at any time, and from time to time, the contents of Purchaser's
tanks or containers in which said product(s) purchased hereunder
are stored and to take samples therefrom, and if in the opinion of
Seller any samples thus taken are not said product(s) and in the
condition in which delivered by Seller to Purchaser then Seller may
at its option cancel and terminate this Contract. If there shall
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be posted, mounted, or otherwise displayed on or in connection with
the premises any sign, poster, placard, plate, device or form of
advertising matter whether or not received from Seller, consisting
in whole or in part of the name of Conoco or any other trade name,
trademark, brand name, label, insignia, symbol or imprint owned by
Conoco or used by Seller in its business, Purchaser agrees at all
times to display same properly and to discontinue the posting,
mounting or display of same immediately upon Purchaser's ceasing to
sell Conoco's branded motor fuels (or other branded products of
Seller) or in any event upon demand by Seller. Purchaser further
agrees to take no action which will diminish or dilute the value of
such trademarks or other identifications owned or used by the
Seller.
(b) While using said trademarks, Purchaser shall:
(1) operate the station responsibly, with due care,
prudence, good judgment, and skill;
(2) treat all customers of the station courteously;
(3) not engage in dishonest, fraudulent, or scare -
selling practices;
(4) promote diligently the sale of motor fuel by the
station;
(5) perform all services in a good, workmanlike manner;
(6) maintain the restrooms in a clean, sanitary, and
well lighted condition and adequately provided with necessary
supplies;
(7) provide sufficient trained and courteous personnel
to serve the needs and desires of the motoring public; and
(8) keep the station, driveways, yards, lawns, shrubs
and other plantings neat and free from weeds, debris, snow,
ice, and rubbish.
15. Customer Service and Complaints. While using any trademark or
other identification of Conoco, as set forth in the preceding
paragraph, Purchaser agrees: (a) to render appropriate, prompt,
efficient, courteous service at the premises to Purchaser's
customers for such product(s), to respond expeditiously to all
complaints of such customers, making fair adjustment when
appropriate, and otherwise conduct Purchaser's business in a fair
and ethical manner and maintain the premises' facilities, all in a
manner which will foster customer acceptance of and desire for the
product(s) sold by Seller to Purchaser; (b) to provide sufficiently
qualified and neatly dressed attendants, uniformed as appropriate
to render first-class service to customers; (c) to keep the
restrooms clean, orderly, sanitary and adequately furnished with
restroom supplies; and (d) to assist in maintaining a high level of
customer acceptance of Conoco's trademarks by keeping the premises
open for dispensing of product(s) associated with such trademarks
during such hours each day and days each week as specified by
Seller.
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16. Quality. Specification or Name of Product. Seller shall have
the right at its sole discretion at any time during the life of
this Contract to change, alter, amend or eliminate any of the trade
names, trademarks or brands of petroleum product(s) covered by this
Contract. Seller may also, in its discretion, either (a) change or
alter the quality, grade, or specifications of any product(s)
covered by this Contract or (b) discontinue the availability of any
such product(s). If any such change or alteration materially
affects the performance of the product(s) or need of Purchaser
therefor for the purposes intended by Purchaser, Purchaser may
terminate this Contract as to any product(s) so affected on ten
(10) days' prior written notice to Seller; however, Purchaser may
not terminate this Contract for any change in quality or
specifications of any said product(s) resulting from compliance
with governmental regulations. Seller shall give Purchaser written
notice of discontinuance of the manufacture of any product(s)
covered by this Contract. The Contract shall terminate as to such
product(s) when such notice is effective. Both Seller and Conoco
shall have the right to enter the premises of the Purchaser or of
any of Purchaser's customers who have purchased product(s) sold to
Purchaser under this Contract and being offered for sale by such
customer under Conoco's trademark during the normal business hours
for the purpose of obtaining a sample or samples of any such
product(s) by paying Purchaser or customer of Purchaser the current
retail price therefor. Purchaser will include in its arrangements
with its customers the right of Seller to enter the premises of
such customers for the sole purpose stated in the preceding
sentence of this Paragraph and agrees to assist in the enforcement
thereof.
17. Assianment. This Contract shall not be transferred or
assigned by Purchaser in whole or in part, directly or indirectly
unless mandated by state law. Seller may assign this Contract in
whole or in part upon ten (10) days' prior written notice to
Purchaser.
18. Waiver. No waiver by either party of any breach of any of the
covenants or conditions herein contained to be performed by the
other party shall be construed as a waiver of any succeeding breach
of the same or any other covenant or condition.
19. Laws.
(a) Purchaser recognizes that it is handling hazardous
substances and agrees that in receiving, storing, handling,
offering for sale, selling, delivering for use, exchanging in trade
or using itself product(s) purchased from Seller, Purchaser will in
all respects exercise the strictest care required by law and that
it will comply with any and all of Seller's Applicable Safety
procedures specified in the attachment hereto as well as all
applicable federal, state and local laws, ordinances, as exist now
or hereinafter come into force, including, but not limited to,
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S
those governing dispensing equipment, pollution, the maximum sulfur
content of fuel, the maximum lead content of motor fuel and the
labeling of pump stands and dispensers of motor fuel, the use and
labeling of product containers, the use, maintenance and labeling
of product storage tanks, the prevention of spills, leaks, venting
or other improper escape from product containers or storage tanks,
and the method of cleanup or disposal of product which has leaked,
spilled, vented or otherwise improperly escaped from containers or
storage tanks. Purchaser understands and acknowledges that it is
an "operator" for purposes of 40 C.F.R. 280-81 and any other
federal, state and/or local laws, regulations or ordinances related
to the prevention of pollution from storage tanks or the taking of
corrective action therefor. PURCHASER WILL DEFEND, INDEMNIFY AND
HOLD SELLER, ITS SUCCESSORS AND ASSIGNS, HARMLESS AGAINST ALL
LOSSES, CLAIMS, CAUSES OF ACTION, PENALTIES AND LIABILITIES ARISING
OUT OF PURCHASER'S FAILURE TO COMPLY WITH THIS SUBPARAGRAPH, and
such failure by Purchaser shall entitle Seller to cancel any mutual
contract immediately as it applies to the product(s) affected by
such failure or other products which require the same standard of
care.
(b) In the event that any spills, leaks, venting or other
unintended discharge from product containers, pumps, piping or
storage tanks ("facilities") requires corrective action for any
reason or cause, Seller is authorized to suspend immediately its
supply and other obligations under this and related contracts until
such time as all required corrective action is completed, and
Seller is further authorized to enter the property at any time and
remove all motor fuels from any or all storage tanks owned by
Seller and, in its sole discretion, remove storage tanks and
related facilities owned by Seller. Seller shall be under no
obligation to replace, repair or restore storage tanks removed
pursuant to this provision and such suspension of obligations
and/or removal of storage tanks shall not constitute default
hereunder or give rise to any claims for damages or other
compensation. When all required corrective action is completed,
Seller may demand a renegotiation of any term of this or related
agreements, including the rental terms, in any reasonable manner
that compensates Seller for its out of pocket expenses and
additional necessary investments occasioned by the discharge or
restoration of the site.
(c) If at any time Seller determines that due to governmental
regulations, it is unable to increase the price of any of the
product(s) deliverable under this Contract by an amount which is
sufficient in Seller's judgment to reflect increases in either (1)
the cost of such product(s) to Seller or Seller's supplier or (2)
the fair market value of such product(s), which have occurred since
the date of this Contract or the date of the last increase in the
price of such product(s) whichever is later, Seller may cancel this
Contract upon thirty (30) days' written notice to Purchaser, or may
suspend this Contract while such limitation is in effect.
(d) It is understood by and between the parties that they are
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entering into this Contract in reliance on the laws, rules,
regulations, decrees, agreements, concessions and arrangements with
governments or governmental instrumentalities (hereinafter called
"Regulations") in effect on the date of this Contract. In the
event that, at any time or from time to time during the term of
this Contract, any of said Regulations are changed or new
Regulations become effective whether by law, decree or regulation
or by response to the insistence or request of any governmental
authority or person purporting to act therefor, and the effect of
such changed or new Regulations (1) is not covered by any other
provision of this Contract, and (2) in either party's judgement
reasonably exercised either (i) has a substantial adverse effect
upon such party (or in the case of Seller on Seller's suppliers),
or (ii) substantially increases the risk of performance by such
party under this Contract, such party shall have the option to
request renegotiation of the terms (including, without limitation,
price) of this Contract. Said option may be exercised at any time
after such changed or new Regulations are promulgated, by written
notice of desire to renegotiate. Such notice must contain the new
terms desired. If, after good faith negotiation, the parties do
not agree upon new terms satisfactory to both within sixty (60)
days after such notice is given, either party shall have the right
to cancel this Contract by giving thirty (30) days' written notice
to the other party within a reasonable time after the end of the
said sixty (60) -day period.
(e) Notwithstanding any other provision of this Contract, if
any state or local law, rule, regulation, or order (1) regulating
the price at which a product(s) to be delivered hereunder may be
sold, or (2) limiting the discretion of Seller to determine to whom
they will sell such product(s) becomes effective during the term of
this Contract in any state in which such product(s) is to be
delivered hereunder, Seller shall have the right to terminate this
Contract immediately.
20. potices. All written notices required or permitted to be
given by this Contract shall be deemed to be duly given if
delivered personally or sent by certified mail to Seller or to
Purchaser, as the case may be, at the address set forth above or to
such other address as may be furnished by either party to the other
in writing in accordance with the provisions of this paragraph.
The date of mailing shall be deemed the date of giving such notice,
except for notice of change of address, which must be received to
be effective.
21. Termination.
(a) This Contract shall terminate upon expiration of the term
stated in Paragraph 1.
(b) This Contract may be terminated by Seller:
(i) if Purchaser makes any material false or misleading
statement or representation which induces Seller to enter into
this Contract, or which is relevant to the relationship
17 - 1
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a
from Seller to correct such failure. If such failure is corrected
and another failure to abide by any of said provisions thereafter
occurs, then a second (or subsequent written notice as required)
shall be given. Should there be a third such failure by Purchaser
to comply with any of said provisions, Seller may terminate this
Contract without affording Purchaser opportunity to correct such
third breach.
(e) Any termination of this Contract shall be accompanied
by such notice from Seller as may be required by law.
(f) Upon the expiration of the term hereof or upon
termination hereof, Seller shall have the right, at its option, to
enter upon the premises and to remove, paint out, or obliterate any
signs, symbols or colors on said premises or on the buildings or
equipment thereof which in Seller's opinion would lead a patron to
believe that Seller's products are being offered for sale at the
premises.
(g) Upon loss of Seller's right to grant the Conoco trademark
Seller may terminate this Contract pursuant to 'the notice
provisions of Paragraph 20. Seller will not be liable for the
consequences of such loss unless they result from an act by Seller
taken in bad faith for the express purpose of causing the loss of
Seller's right to grant the right to use the trademark.
(h) Termination of this Contract by either party for any
reason shall not relieve the parties of any obligation theretofore
accrued under this Contract.
22. Lease. If for any lawful reason, the accompanying Station
Lease, between C -Plus Inc. and Ken Spooner is terminated or not
renewed, then this Contract of Sale shall also terminate or not be
renewed at the time of such termination or non -renewal.
23. Accord. The parties to this Contract have discussed the
provisions herein and find them fair and mutually satisfactory and
further agree that in all respects the provisions are reasonable
and of material significance to the relationship of the parties
hereunder, and that any breach of a provision by either party
hereto or a failure to carry out said provisions in good faith
shall conclusively be deemed to be substantial.
24. Nature of and Modification of Agreement.
(a) In consideration of the granting and execution of this
Contract, it is understood and agreed that there shall be no
contractual obligation to extend or renew the period or terns of
this Contract in any way, and the parties agree that this Contract
shall not be considered or deemed to be any form of "joint venture"
or "partnership" at the premises of Purchaser or elsewhere.
(b) This Contract may be modified only by a writing signed by
both of the parties or their duly authorized agent.
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WAS
between the parties hereto;
(ii) if Purchaser becomes insolvent or commits an act of
bankruptcy or takes advantage of any law for the benefit of
debtors or Purchaser's creditors, or if a receiver is
appointed for Purchaser;
(iii) if possession of the business location(s) of the
Purchaser is interrupted by act of any government or agency
thereof;
(iv) if Purchaser fails to pay in a timely manner any sums
when due hereunder;
(v) if Purchaser defaults in any of its obligationsunder this
Contract;
(vi) if Purchaser is declared incompetent to manage his
property or affairs by any court, or if Purchaser is mentally
or physically disabled for three (3) months or more to the
extent that Purchaser is unable to provide for the continued
proper operation of the business of the Purchaser;
(vii) under the circumstances described in causes for
termination by Seller in Paragraph 19, Paragraph 25 or
Paragraph 30;
(viii) if Purchaser dies;
(ix) if Purchaser engages in fraud or criminal misconduct
relevant to the operation of the business of the Purchaser;
(x) if Purchaser is convicted of a felony or of a misdemeanor
involving fraud, moral turpitude or commercial dishonesty,
whether or not the crime arose from the operation of the
business of the Purchaser;
(xi) if Purchaser fails to purchase the minimum monthly
gallonage requirements outlined in Paragraph 1 of the attached
Commodity Schedule(s);
(xii) if there occurs any other circumstance under which
termination of a franchise is permitted under the provisions
of the Petroleum Marketing Practices Act (P.L. 95-297); or
(xiii) upon assignment of the Contract by Purchaser contrary
to Paragraph 17.
(c) If Seller has cause to believe that Purchaser has engaged
in fraudulent, unscrupulous or unethical business practices (which
shall include but not be limited to practices forbidden by federal,
state or local laws or regulations), Seller shall give Purchaser
written notice of its belief and shall state the specific grounds
therefor. Following the receipt of such notice, Purchaser shall be
given reasonable opportunity to discuss the matter with Seller's
representatives. If following such discussions (or reasonable
opportunity therefor) and after such investigation of the matter as
is reasonable under the circumstances, Seller reaches a good faith
conclusion that Purchaser has engaged in one or more such
practices, Seller shall have the right to terminate this Contract.
(d) For failure by Purchaser to comply with any of
theprovisions of Paragraph 14 of this Contract (except a failure
covered by Paragraph 21(c)) the following procedure shall apply:
Purchaser will be given seven (7) days after date of written notice
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IMES
25. Compliance with Laws: Severability of Provisions. Both
parties expressly agree that it is the intention. of neither party
to violate statutory or common law and that if any section,
sentence, paragraph, clause or combination of same is in violation
of any law, such sentences, paragraphs, clauses or combination of
same shall be inoperative and the remainder of this Contract shall
remain binding upon the parties hereto unless in the judgement of
either party hereto, the remaining portions hereof are inadequate
to properly define the rights and obligations of the parties, in
which event such party shall have the right, upon making such
determination, to thereafter terminate this Contract upon written
notice to the other.
26. Express Warranties: Exclusion of Other Warranties. Seller
warrants that the product(s) supplied hereunder will conform to the
promises and affirmations of fact made in Seller's current
technical literature and printed advertisements, if any, related
specifically to such product(s); that it will convey good title to
the product(s) supplied hereunder, free of all liens, and that the
product(s) supplied hereunder meet such specifications as have been
expressly made a part of this Contract. THE FOREGOING WARRANTIES
ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER
WRITTEN, ORAL OR IMPLIED. THE WARRANTY OF MERCHANTABILITY, IN
OTHER RESPECTS THAN EXPRESSLY SET FORTH HEREIN, AND WARRANTY OF
FITNESS FOR PARTICULAR PURPOSE, IN OTHER RESPECTS THAN EXPRESSLY
SET FORTH HEREIN, ARE EXPRESSLY EXCLUDED AND DISCLAIMED.
27. Entire Agreement. This writing is intended by the parties to
be a final, complete and exclusive statement of their agreement
about the matters covered herein. THERE ARE NO ORAL
UNDERSTANDINGS, REPRESENTATIONS OR WARRANTIES AFFECTING IT. No
amendment or alterations to this Contract shall have any effect
unless made in writing and signed by an authorized representative
of Seller and by Purchaser.
28. Damages. NO CLAIM SHALL BE MADE UNDER THIS CONTRACT FOR
SPECIAL, OR CONSEQUENTIAL DAMAGES, EXCEPT AS PROVIDED OTHERWISE BY
LAW.
29. Prior Agreements. This Contract cancels and supersedes any
prior agreements between the parties hereto, covering the purchase
and sale of product(s) covered by this Contract.
30. Other Rights of Termination. Purchaser agrees not to engage in
or permit any illegal or improper act or conduct, on or about the
premises where Seller's motor fuels are sold, which is detrimental
to Seller or any member of the public. Subject to any other
requirements of law, at the option of Seller, this Contract may be
terminated without further notice, (a) upon the failure of
Purchaser to desist from any such further acts or conduct after
written notice from Seller to do so, or (b) upon Purchaser's
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a
STATION LEASE (BRANDED)
This agreement, made dAtJ JAti•--r _c,
between C -Plus Inc. hereinafter "Lessor" and Ken Spooner,
hereinafter "Lessee".
WITNESSETH:
1. Lessor hereby leases to Lessee the premises and equipment
located at 4821 Yellowstone Drive in the City of Greeley in the
County of Weld, in the State of Colorado, which premises are to be
employed in connection with the sale, consignment or distribution
of motor fuel under the signs, brands, trademarks or trade names of
Conoco. It is understood and agreed that Lessor neither owns nor
controls the signs, brands, trademarks or trade names of Conoco
which are to be used at the above premises, but that Lessor may
supply those to Lessee only with the authorization of Conoco, which
retains the right, subject to requirements of law, to withdraw
these from Lessee at any time notwithstanding any request or demand
by Lessor to the contrary. Lessor owns all equipment on the
premises with the exception of items enumerated in Attachment "A".
The equipment shall be in good operating condition at the
commencement of this Lease.
2. The term of this Lease shall be 5 years, commencing on February
1, 1993, and ending on January 31, 1998. During the 6 months
ending August 1, 1993 Lessee may terminate this lease at any time
in the event that operation of premises is unprofitable to Lessee,
provided at least 30 days notice to terminate is given in writing
to Lessor.
3. Lessee shall pay a gallonage rental equal to the gross profit
from all fuel sales. Such rental shall be paid on motor fuel
dispensed from the station, and computed during each lease period.
Unless otherwise agreed in writing, gallonage rental shall be due
and payable monthly.
4. Lessee is an independent businessman with the exclusive right
to direct and control the business operation at the above
premises, including the establishment of the prices at which
products and merchandise are sold. Lessor reserves no control over
the business at the above premises. Lessee has no authority to
employ anyone as an employee or agent of Lessor for any purpose.
5. The parties to this Lease have discussed the provisions herein
and find them fair and mutually satisfactory and further agree that
in all respects the provisions are reasonable and of material
significance to the relationship of the parties hereunder. Any
breach of a provision of this Lease shall be grounds for
termination or non -renewal of the relationship.
930272
a-
failure to pay any amount when and as due, and no forbearance,
course of dealing, or prior payment shall affect these rights of
termination. If at any time the financial responsibility of
Purchaser shall become impaired or unsatisfactory to Seller, or
should Purchaser be in arrears in his accounts with Seller, Seller
may require, as a condition of making further deliveries under this
Contract, payment by Purchaser of all past due accounts and cash
payment for all future deliveries.
31. Commencement. This Contract or any modification thereof shall
not be binding upon Seller until signed on its behalf by an
authorized representative of Seller. Commencement of performance
hereunder prior to signing as above stipulated in no case shall be
construed as a waiver by Seller of this requirement.
32. Attorney's Fees. The parties agree that in the event of any
action, claim, or lawsuit between them the prevailing party will be
entitled to an award of reasonable attorneys' fees and costs as
part of any judgment rendered.
Executed this the 1 c day of JMuuA„'l , 19 93.
SELLER: yenta, Inc.
1055 Auraria Parkway
Denver, CO 80204
BY:
LE: Oft --1--.
PURCHASER: Ken Spooner
BY:
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Milliken, CO 80543
16, gee. _
930272
6. Lessee shall surrender possession of the station immediately
upon termination, cancellation, or non -renewal of this Lease.
Lessor shall have the right to repossess the premises immediately
upon termination, cancellation or non -renewal of this Lease.
Lessee shall leave the station in the same condition as it was
at the commencement of this Lease or in the same condition to which
it was brought by the efforts of Lessor after the commencement of
this Lease, except for (i) normal wear and tear and (ii) damage or
destruction not caused by Lessee's negligent or willful acts or
omissions.
If damage to or destruction of the premises (including fixtures)
was caused by the negligent or willful acts or omissions of Lessee,
Lessee will pay Lessor the cost of repair or replacement.
7. Lessor retains the right to enter and inspect the station at
reasonable times and in a reasonable manner with such employees and
equipment as Lessor may deem necessary to determine if the
obligations assumed by Lessee under this Lease are being fulfilled.
8. Lessor shall not be liable to Lessee or to any other person for
any damage to or loss of property, or for injury to or death of
persons arising from Lessee's operation pursuant to this Lease, and
Lessee agrees to defend, indemnify, protect and save Lessor
harmless from and against any and all losses, claims, liabilities,
suits and actions, judgments and costs, which shall arise from or
grow out of any injury to or death of persons and for damage to or
loss of property, directly or indirectly arising out of, or
resulting from, or in any way connected with Lessee's operation
upon or use of the station or from the condition thereof or of the
adjoining streets, sidewalks or ways, whether sustained by Lessee
or his agents or employees, or any other person, firm or
corporation which may seek to hold Lessor liable.
9. Any notice required by this Lease shall be in writing. It
shall be deemed served when delivered to the other party personally
or when mailed via certified mail to the other party at the address
indicated at the end of this Lease.
10. The parties may modify this Lease only by written amendment
executed by both parties hereto.
11. In the event of default of the Lessee on his'obligation to pay
rent to the Lessor on any date on which rent is due, the remainder
of the rent due to the end of the term of this Lease shall become
immediately due and payable.
12. Quiet Enjoyment.
(a) Lessor represents and warrants that (1) Lessor has the right
to make this Lease; (2) Lessee, on paying the rent herein reserved
and upon performing all of the terms and conditions of the Lease on
its part to be performed, shall at all times during the term herein
930272
demised, peacefully, exclusively and quietly have, hold and enjoy
the Premises.
13. Assignment By Lessee.
Lessee shall have the right upon written notice to and with
written consent of the Lessor, such consent not to be unreasonably
withheld, to assign this Lease at any time during the term of this
Lease or any extension or renewal thereof upon compliance with the
following conditions:
(q) The Assignee shall take subject to the provisions of this
Lease and shall agree in writing in recordable form, to be bound by
all terns, covenants and conditions of this Lease.
(b) No assignment shall release Lessee or any successor from
any obligation hereunder, except as such release have been given by
Lessor in writing, and the Lessor may, without first having sought
performance of any such obligation by any Assignee require the
performance thereof by the Lessee or nay successor.
14. Subletting by Lessee.
Upon written notice to and with written consent of the Lessor,
such consent not to be unreasonably withheld, Lessee shall have the
right to sublet all or part of the Premises hereby Leased at any
time during the term of the Lease or any extension or renewal
thereof upon compliance with the following conditions:
(a) Each Sublessee shall take subject to the provisions of
this Lease and shall agree in writing in recordable form to be
bound by all terms, covenants and conditions of this Lease;
(b) No sublease shall release Lessee or any successor from
any obligation hereunder, except as such release shall have been
given by Lessor in writing, and the Lessor may, without first
having sought performance of any such obligation by any Sublessee
require the performance thereof by the Lessee or any successor;
and,
(c) In the event any Sublessee cause an Event of Default as
defined in paragraph 31, Lessor may immediately terminate this
Lease and proceed either jointly or severally against Lessee or any
Sublessee as it may deem appropriate, unless Lessee has been given
a release by Lessor in writing prepared in recordable form.
15. Assignment by Landlord.
(A) Lessor shall have the right without consent of Lessee, to
assign this Lease at any time during the term of this lease or any
extensions or renewal thereof, subject however, to Lessor's
providing written notice, providing copies of relevant instruments,
and obtaining written recordable acceptance of this Lease from
assignee.
16. Lessee shall:
(a) operate the station responsibly, with due care,
prudence,good judgment, and skill;
(b) treat all customers of the station courteously;
930272
(c) not engage in dishonest, fraudulent, or scare -selling
practices;
(d) promote diligently the sale of motor fuel by the station;
{e) perform all services in a good, workmanlike manner;
(f) maintain the restrooms in a clean, sanitary, and well
lighted condition and adequately provided with necessary supplies;
(g) provide sufficient trained and courteous personnel to
serve the needs and desires of the motoring public;
(h) keep the station, driveways, yards, lawns, shrubs and
other plantings neat and free from weeds, debris, snow, ice, and
rubbish; and
(i) keep the station open for business and properly lighted
during all hours of operation specified in Attachment "B".
17. Lessee shall:
(a) use the station solely for the purpose of operating a
first-class motor vehicle service station for the sale of motor
fuel and other petroleum products, tires, batteries, accessories,
and other merchandise and services customarily supplied by a
service station (or relevant to the needs of the motoring public)
unless otherwise agreed in writing by Lessor and Lessee.
(b) not use the premises for storage of junk, disabled
vehicles, used tires or batteries, other than on a temporary basis
in connection with servicing customers of the station;
(c) not use the station, without the prior written consent of
Lessor, for auto, truck or equipment rentals or as a parking lot;
(d) not obstruct any entrance, exit, pump island or service
area so as to deny free access to the motoring public or block
delivery carriers access to storage fill pipes;
(e) if the construction, maintenance and/or operation of the
station is pursuant to a conditional use permit or other approval
("permit") by a zoning board or other governmental agency, use the
station in accordance with all requirements contained in such
permit. If the station is subject to such a permit, a copy will be
delivered to Lessee and Lessee agrees to acknowledge receipt of the
copy on a form provided by Lessor;
(f) conduct all operations lawfully and in strict compliance
with all statutes and all ordinances, regulations, and other
requirements of governmental authorities;
(g) except as required by law or as agreed to in writing by
Lessor and Lessee, not display signs except those usual and
customary to advertise products and services offered for sale at
the station by Lessee;
(h) not place any buildings or other permanent improvements at
the station, or remove or make any alterations or changes in or to
the existing buildings and permanent improvements at the station
without prior written permission of Lessor;
(i) not store or sell illegal or prescription drugs or permit
the same to be used or consumed at the station;
18. (a) Lessee shall, at his expense: (i) maintain the station in
accordance with the standards enumerated in Paragraph 14; (ii) make
all repairs and replacements in accordance with Attachment "C";
(iii) pay all water, gas, electricity, telephone and other utility
930272
a
bills;
agreement; (v) pay all premiums and contributions required by
Workmen's Compensation, Unemployment Insurance, old age benefits
and other programs measured by the remuneration paid by Lessee to
his employees; (vi) pay all license, occupation and business fees
connected with Lessee's operation of the station; and (vii) pay all
costs of withdrawing, distributing and selling products at the
station. If Lessee fails to fulfill the obligations set forth in
(i), (ii), (iii), or (iv) above, Lessor may, in cases of urgency,
without waiving any other remedy allowable under law, take care of
such maintenance, make such repairs and replacements, or otherwise
perform such obligations. Lessee shall reimburse Lessor upon
demand if it is necessary for Lessor to fulfill Lessee's
obligations in (i), (ii), (iii), or (iv) above.
(b) Lessee shall be responsible for all maintenance, repairs
and replacements not specifically covered above.
19. Lessee shall pay all taxes levied or imposed on (i) Lessee's
property located at the station, and (ii) Lessee's operations
pursuant to this Lease including the withdrawal, distribution, sale
or delivery of the products handled at the station.
18. If the accompanying Contract of Sale is terminated or not
renewed for any lawful reason, this Station Lease shall also
terminate or not be renewed at the same time as such termination or
non -renewal.
20. LESSEE'S INSURANCE REQUIREMENTS
(a) Lessee shall obtain, and maintain in force continually
during the term of this Lease insurance equivalent to the
following:
(i) For Lessees engaged in automotive repair,
GarageKeepers Legal Liability Insurance covering fire, theft, or an
entire automobile, and collision with limits adequate to cover the
nnmbars of vehicles normally in the Lessee's possession
(ii) For Lessees engaged in the operation of an
automotive repair facility: Garage General Liability Insurance
covering operations and premises, complete operations and covering
all owned, hired or otherwise operated non -owned vehicles with
minimum limits of $1,000,000.00 per occurrence and $2,000,000.00
general aggregate.
(iii) For Lessee's, other than those engaged in the
operation of an automotive repair facility, Comprehensive General
Liability Insurance with minimum limits of $1,000,000.00 each
occurrence and $2,000,000.00 general aggregate.
(iv) Business Personal Property Insurance Adequate to
cover replacement costs of improvements added to building naming
Lessor as a loss payee.
(v) Workers/ Compensation Insurance as required by laws
and regulations applicable to and covering employees of Lessee.
Lessor shall not be named as additional insured on loss payee of
these policies.
434.)
930272
SUMP
(vi) During the term of this Lease Lessor shall be
responsible for the cost of Property Fire and Casualty Insurance
carried on the property.
Except as otherwise noted above Lessor shall be named as additional
insured on all such policies and all such policies shall require
sufficient prior notice to Lessor of any cancellation.
Certificates of Insurance for all such policies shall be furnished
to Lessor at Lessor's place of business.
Lessor and Lessee agree to waive any right of subrogation for any
property loss or damage covered by the above listed policies.
(b) The foregoing are minimum insurance requirements only and may
or may not adequately meet the entire insurance needs of Lessee.
If Lessor requires, before Lessor delivers possession of the
station to Lessee, Lessee shall furnish Lessor with certificates of
such insurance. The insurance required hereunder in no way limits
or restricts Lessee's obligation under Paragraphs 8 and 21a as to
indemnification of Lessor. Further, the insurance to be carried
shall be in no way limited by any limitation placed upon the
indemnity therein given as a matter of law.
21. Lessee shall maintain at the station, accurate records,
including dates, volumes, of (i) all deliveries and sales of motor
fuel. Lessor may examine the foregoing records at any reasonab:
time and Lessor agrees to keep the records confidential. Lessee
shall, on request from Lessor, provide a verified statement of
deliveries, sales and gross revenue within 5 days after the end of
each calendar month, twelve-month lease period, and/or any
cancellation or termination of this Lease. At Lessor's option,
Lessor may prescribe a written form which Lessee shall complete in
submission of such statements.
21a. Lessee recognizes that it is handling hazardous substances and
agrees that, in receiving, storing, handling, offering for sale,
selling, delivering for use, exchanging in trade or using itself
product(s) purchased from Lessor, Lessee will in all respects
exercise the strictest care required by law and that it will
comply with any and all of Lessor's Applicable Safety Procedures as
well as all applicable federal, state and local laws, ordinances,
regulations, rules and orders, as exist now, or as may hereinafter
come into force, including, but not limited to, those governing
dispensing equipment, pollution, the maximum sulfur content of
fuel, the maximum lead content of motor fuel and the labeling of
pump stands and dispensers of motor fuel, the use and labeling of
product containers, the use, maintenance and labeling of product
storage tanks, the prevention of spills, leaks, venting or other
improper escape from product containers or storage tanks, and the
method of cleanup or disposal of product which has leaked, spilled,
vented or otherwise improperly escaped from containers or storage
tanks. Lessee understands that it is an "operator" for purposes of
40 C.F.R. 280-81 and any other applicable federal, state and/or
930272
a
local laws, regulations, or ordinances related to the prevention of
pollution from storage tanks or the taking of corrective action
therefor. LESSEE WILL INDEMNIFY AND HOLD LESSOR, ITS SUCCESSORS
AND ASSIGNS, HARMLESS AGAINST ALL LOSSES, CLAIMS, CAUSES OF ACTION,
PENALTIES AND LIABILITIES ARISING OUT OF LESSEE'S FAILURE TO COMPLY
WITH THIS SUBPARAGRAPH, and such failure by Lessee shall entitle
Lessor to cancel this Lease immediately.
21b. In the event that any spills, leaks, venting or other
unintended discharge from product containers, pumps, piping or
storage tanks ("facilities") requires corrective action for any
reason or cause, Lessor is authorized to suspend immediately its
supply and other obligations under this and related contracts until
such time as all required corrective action is completed, and
Lessor is further authorized to enter the property at any time and
remove all motor fuels from any or all storage tanks owned by
Lessor and, in its sole discretion, remove storage tanks and
related facilities owned by Lessor. Lessor shall be under no
obligation to replace, repair or restore storage tanks removed
pursuant to this provision and such suspension of obligations
and/or removal of storage tanks shall not constitute default
hereunder or give rise to any claims for damages or other
compensation. When all required corrective action is completed,
Lessor may demand a renegotiation of any term of this or related
agreements, including the rental terms, in any reasonable manner
that compensates Lessor for its out of pocket expenses and
additional necessary investments occasioned by the discharge or
restoration of the site. Lessor shall inform Lessee within 30 days
of date of tank removal of Lessor's intent to replace, or not to
replace the tanks. Lessee may terminate this lease if Lessor does
not replace the tanks.
22. COMPLIANCE WITH LAWS AND SEVERABILITY OF PROVISIONS. Both
parties expressly agree that it is not the intention of either
party to violate statutory or common law and that if any sentence,
paragraph, clause or combination of same is in violation of any
law, such sentences, paragraphs, clauses or combination or same
shall be inoperative and the remainder of this Agreement shall
remain binding upon the parties hereto unless in either party's
judgement the remaining portions hereof are inadequate to define
the rights and obligations of the parties, in which event such
party shall have the right, upon making such determination, to
terminate this Agreement.
23. The failure of Lessor or of Lessee to insist upon performance
of any of the terms or conditions of this Lease, or to exercise any
right or privilege herein conferred, shall not be construed as then
or thereafter waiving any such terms, conditions, rights or
privileges, etc., but the same shall continue and remain in full
force and effect.
24. Lessor shall have a landlord's lien upon all fixtures,
equipment and movables of Lessee upon the premises for any sums due
hereunder. Lessor may distrain Lessee's property for any sums due
9; cO272
a
hereunder.
25. This Lease contains the entire agreement and there are no
further or other agreements or understandings, written or oral, in
effect between the parties relating to the subject matter hereof.
26. ATTORNEY'S FEES. The parties agree that in the event of any
action, claim, or lawsuit between then, the prevailing party will
be entitled to an award of reasonable attorneys' fees and costs as
part of any judgment rendered.
In Witness Whereof, the parties hereto have duly executed this
Lease as of the date first above written.
LESSOR: C -Plus Inc.
1055 Auraria Parkway
Denver, Colorado 80204
BY:
TITLE:
LESSEE: Ken Spooner
BY:
107 S. Josephine
Milliken, CO 80454
ADDRESS
930272
ATTACHMENT A TO STATION LEASE
LESSEE'S EQUIPMENT
Lessor owns all equipment on the leased premises with the exception
of:
Lessee shall not place any building or other permanent improvements
at the station or install any additional equipment, without the
written permission of Lessor in accordance with paragraph 15(h) of
the Station Lease.
930272
S
ATTACHMENT B
MOTOR FUELS DISPENSING HOURS OF OPERATION
It is agreed that the gasoline dispensing facilities shall be
open 7 days per week year round (except where government
regulations forbid). Hours of operation on each day are as
follows:
Sun Mon Tue Wed Thu Fri Sat
Open 6 AM 6 AM 6 AM 6 AM 6 AM 6 AM 6 AM
Closed 9 PM 9 PM 9 PM 9 PM 9 PM 2_2m 9 PM
These are the minimum hours of operation and they do not
preclude the Purchaser/Manager/Lessee (specify) from opening the
facility at other times. Holiday closings shall include Christmas
Eve, Christmas Day, New Year's Day & Thanksgiving Day.
Should the facility be closed, vacant, or unattended for seven
(7) or more consecutive days through no fault of the Seller/Lessor
(specify), the contract to which this schedule is attached may be
terminated at Seller's/Lessor's (specify) sole discretion unless
failure is caused by construction activities on the premises or on
the streets immediately adjacent to the premises.
The parties hereto expressly agree that it is not the
intention of either party to violate state or federal law and that
if the provisions of this attachment, or any portion thereof do not
conform to any laws existing or hereinafter coming into effect,
then the remaining portion of this attachment and the agreement to
which it is appended shall remain in full force and effect.
17 - 1
93O272
ATTACHMENT C
REPAIRS AND REPLACEMENTS
(MAINTENANCE RESPONSIBILITIES)
CODE KEY: C = Cleaning
M = Maintenance -Repair
R = Replacement
O = Owner of Equipment
Fee Owned Single Leine
ITEM
NO.
DESCRIPTION
LESSOR
LFSSEE
SITE IMPROVEMENTS
C
M
R
C
MR
1
RAMPS AND APPROACHES - including all ramps, curbs, culverts, headwalls, parking or
safety curbs, sidewalks, highway berm areas or parkways.
X
X
X
2
UNDERGROUND TANK AREA
A. Concrete Pad, Fill Caps, and Product 1.D.
B. Vents and Vent Pipes
C. Padlocks for Fill Caps
D. Underground Product Tanks and Piping
E. Submerged Pumps & Leak Detectors
F. Vacuum or Vapor Recovery Equipment
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
3
YARD PAVING
A. Concrete, Blacktop, or Gravel Covering
B. Parking Bumper & Concrete Curbs N/A
C. Parking Stall Striping Replacements (initially provided by ) N/A
X
X
X
X
X
X
D. Fencing N/A
E. Yard Sewers, Manholes, Drainage Ditches or Canals
F. Drive Sweepers or Snow Plowing Equipment N/A
930272
17 - 1
ITEM
NO.
4
DESCRIPTION
LESSOR
LEc.SEE
SITE IMPROVEMENTS
PUMP ISLANDS & ISLAND CANOPIES
A. Canopies
1. Structural, Fascia, Drainage, Washing, Painting, Signs
2. Electrical Fixtures, Ballasts, Lena Cover
3. Bulbs or Tubes & Starters
B. Islands
1. Steel Forms
a. Maintenance Painting
2. Island Merchandisers or Oil Display Racks
3. Pedestals (Pumps)
a. Initial Horn & Automatic Nozzles Warrantee Period
b. Replacement Hoses & Automatic Nozzles to Include Repair
c. Calibrate Pumps as Required by Governmental Authority
d. Replace Glass Panels on Pumps
4. Island Shelters ( Owned)
a. Island Shelter Heaters
S. Island Water & Air Service Linea
6. Island Light Fixtures & Poles
a. Painting
b. Tube Replacement
7. Drive Alarm & Hose
8. Windshield Cabinets, Water Buckets & Other Expendable Items
N/A
N/A
N/A
N/A
N/A
N/A
N/A
C
M
X
X
X
r
R
X
X
X
X
C
X
X
X
M
5
GRASS AREA & LANDSCAPING — including sprinklers maintenance equipment
GRAVEL REPLACEMENT
X
X
X
X
6
YARD SIGNS
A. Primary Identification Sign
1. Sign &Pole
2. Rec1amping (EXCEPT AS COVERED BY CONOCO)
3. Maintenance Painting
B. Miscellaneous Yard Signs
1. Directional Signs
2. Price Signs, Pole or Ground Mounted
3. Pump Signs
4. Operating Hours
S. Certified Service Sign, Ground, Window
6. Dealer Nuns Sign
7. Canopy Clearance Signs
C. Yard Lighting
1. Maintenance & Replacement Ballasts
2. R.elamPmg
N/A
N/A
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
7
WATER SYSTEM
A. Municipal Supply System
1. Initial Tap Fee & Underground Lines Main to Building
2. Operating Costs & All Materials, Repairs, Valves
B. Water System From Local Wells
1. Operating Costs and All Materials, Lubrication of Motors, Controls, etc.
X
X
X
X
X
X
X
X
X
8
9
REFUSE — TRASH, GARBAGE
TIRE MERCHANDISER & STORAGE (Owned by
N/A
X
X
X
10
TIRE RACKS, PORTABLE N/A
i _
ITEM
NO.
11 VENDING MACHINES
12 EXTERIOR PHONE BOOTHS
DESCRIPTION
SITE IMPROVEMENTS
c.OR LESSEE
M R C M R
X X X
X X X
930272
17 - 1
CODE KEY: C a Cleaning
M e MaitrwanceRepair
R - Replacement
O o Owner of Equipment
i
ITEM
NO.
1
DESCRIPTION
Pee Owned Single Lease
LESSOR
LESSEE
BUILDING EXTERIOR
SIDEWALKS
c
X
R
C
M
R
X
X
2
COLUMNS
3
WALLS
X
X
X
4
S
ALL WINDOWS, DOORS & STORE FRONT METAL
GUTTERS & DOWNSPOUTS
X
X
X
X
X
X
6
7
8
ROOFING - All Types
PAINTING & WASHING
A. Painting
1. Initial & Maintenance
B. Washing
1. Routine Washing & Cleaning Painted Surfaces
2. Major Washing Program
OVERHEAD DOORS
A. Initial Doors
B. Motor Operators & Stations
C. Normal Repair & Adjustment
D. Vehicular Damage
E. Front Door Hardware & Closures
P. Glass Replacement
N/A
N/A
N/A
N/A
N/A
N/A
X
X
X
X
X
X
X
X
930272
17 — 1
CODE KEY: C Cleaning
M Maintenance -Repair
R — Replacement
O — Owner of Equipment
Fee Owned Single Lease
ITEM
NO.
DESCRIPTION
LESSOR
LESSEE
BUILDING INTERIOR
CMRCMR
a
FLOORS
X
X
X
1
2
WALLS
A. All Wall Surfaces
B. Routine Washing or Surfaces
C. Major Washing Program
X
X
X
X
X
3
CEILINGS
A. Drywall, Metal, Suspended Lay -in
B. Light Fixtures, Ballasts, Lens Covers
C. Tubes, Bulbs, Lamps, Replacement
r
`C
x
_
X
X
X
X
X
X
X
X
4
SALES ROOM
A Shelving
B Counter'
C Desks
D. Chair
E. Safe
F. Area Map
G Map Rack
H. Rest Room Plaque & Key Tags
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
S
PUBLIC OR EMPLOYEE REST ROOMS
A. All Fixtures, Mirrors, Partitions, Soap and Toilet Paper Dispensers, and/or Stool
B. All supplies for Operation
C. Routine Washing of Surfaces
D. Rodding Toilets & Sewer Lines
X
X
X
X
X
X
X
X
X
X
X
X
6
SERVICE BAYS
A. Shelving. Tire Racks, Work Benches, Cabinets
B. Floor Drains and Sumps
C. Sump Pump & Pit
N/A
N/A
N/A
X
X
X
X
X
X
X
X
X
7
HEATING AND/OR AIR CONDITIONING SYSTEM
A. Filters
1 Oil
2. Air
B Ducts
C. Registers & Grills
D. Tanks
E. Exhaust Fans
F. Oil Burner Nozzles
G. Motors
1. Pulleys and Brits
I. Cost of Annual Maintenance Contract
Lessor will replace the system if necessary and will be responsible for anything
over $600.00 per year in maintenance.
_ —
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
930272
17 — 1
ITEM
NO.
DESCRIPTION
LESSOR
LESSEE
BUILDING INTERIOR
CMRCMR
8
FIRE EXTINGUISHERS
A. Recharging Fire Extinguishers
1. Recharging Fire Extinguishers Immediately After Discharge
2. Annual Recharging Fire Extinguishers (or as per local code)
X
X
X
X
X
X
9
SIGNS — BUILDING INTERIOR — LESSEE
X
X
X
10
EQUIPMENT
A. Air Compressors — Draining — Oil Change, Belt Adjustment & Replacement
B. Hoist, Automobile
1. Oil Replacement
C. Tire Changer and/or Spreader
D. Tube Teat Tank
E. Air & Water Linea
F. Air & Water Hoses, Gauges, Nozzles
G. Chassis and/or Gear Lube Pump & Piping
H. Air Reel
1. Hose Replacement & Head
I. Chassis and/or Gear Reel
1. Hose Replacement & Head
J. Portable Gear Equipment
1. Hose Replacement & Head
IC. Drain Oil Tank
1. Pump Out as Required
L. Jacks, Tools
M. Other Equipment
N. Motor Tune-up, Testers, Analyzers, Front End Alignment Equipment
O. Waste Oil Receiver — Portable
N/A
N/A
N/A
N/A
N/A
N/A
NIA
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
X
X
X
X
11.
Walk-in Cooler
X
X
X
SIGNS — BAY INTERIOR
The Cleaning, Maintenance -Repair and Replacement obligations imposed upon Lessor and Lessee hereunder relate only to such
buildings, improvements, fixtures, equipment and machinery listed herein which are located on the Leased Premises as of the
effective date of the attached lease, and such buildings, improvements, fixtures, equipment and machinery which are hereafter
placed thereon during the term of said lease. Lessor does not represent that all of the buildings, improvements, fixtures,
equipment and machinery listed in this Attachment C are located on said Leased Premises and the terms of Attachment C shall
not require or obligate Lessor to build, construct or place upon the Leased Premises any of the buildings, improvements,
fixtures, equipment and machinery listed herein. All existing equipment and improvements will be in operation and in good
working order at the time of transfer of possession.
•
920272
17 — 1
APPLICABLE SAFETY PROCEDURES
The laws and regulations concerning the handling of hazardous
materials addressed in this document include, but are not limited
to, the Federal Occupational Safety and Health Administration
(OSHA) Service Station Regulation 1910.106(g), which specifically
call
requires maintenance and reconciliation of accurate daily physical
and book inventory records of underground storage of petroleum
products to permit early detection of any leak from underground
tanks and/or piping installation as well as the Federal
Environmental Protection Agency (EPA) underground storage tank
regulations (40 C.F.R. Part 280-281 et seq). In addition to the
OSHA and EPA regulations, the following Daily Recordkeeping and
Inventory Control Program is adopted and included as The Applicable
Safety Procedures:
Operator shall on a DAILY BASIS, do the following:
(1) Gauge the physical measurements of all petroleum products
contained in Lessor's underground storage. This includes checking
for any water accumulation with water finding .pested;P'ts4-.(u) id
(2) Maintain adequate gasoline and diesel fuel inventory
records which shall include, by the type of product, a
reconciliation between sales, receipts and inventory on hand;
(3) Compute for each stored product its volume gain or loss;
(Note: The mere recording of pump meter readings and product
delivery receipts does not constitute adequate inventory records.)
(4) Keep underground storage fill and gauge boxes free of
ice, snow, water and parked vehicles prior to a transport delivery;
(5) Insure that all underground storage caps and fittings are
securely replaced after removal; and
In addition, Operator shall:
(1) Immediately notify the Lessor if one-half (1/2) inch or
more of water is present in any underground storage tank.
(2) IMMEDIATELY STOP SELLING PRODUCT TO THE PUBLIC if two (2)
inches or more of water is present or if he has any other reason to
suspect that 40 or more gallons of water are present in any
underground storage tank or that water may comprise 1% or more of
the product being dispensed. NO FURTHER PRODUCT DELIVERIES WILL BE
MADE BY THE SELLER UNTIL THE WATER IS REMOVED.
(3) Notify the Lessor immediately in the event of any
abnormal product quantity difference (either plus or minus) and
confirm such notification in writing with full details within three
17 - 1
930272
SNP
(3) days. NOTE: Abnormal product quantity differences, for the
purposes of this Program, are defined as any change in the trend of
normal daily product variation which is significant and any daily
volume difference of fifty (50) gallons or more.
(4) Permit Lessor and any local, state or federal enforcing
authority, during normal business hours, to inspect Operator
gasoline inventory records when Lessor desires to monitor
compliance with the Program and/or where there is cause to believe
there my be an underground storage leak and/or product
contamination.
(5) Report immediately to the Lessor's Maintenance Department
all broken underground storage caps and fittings.
(6) Inform the Lessor in a timely manner of any petroleum
dispensing equipment failure.
In all situations where Lessor provides a maintenance service
call for alleged water contamination and/or product losses, the
following procedure is to be employed:
(1) Operator (or an authorized employee) has the right to
observe the petroleum dispensing and/or storage equipment being
checked by Lessor's maintenance representative.
(2) Upon conclusion of the service call, Lessor's maintenance
representative will summarize findings and action taken, if any, on
a Maintenance Inspection Report which will then be signed by the
Operator (or an authorized employee).
(3) Operator shall be considered in violation of a
substantive provision of this Agreement if he fails to comply with
any portion of this Program. Such violation is an adequate reason
for the termination of this Agreement.
17 - 1
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P. 02
commence on 1-16-90
2. RENT.
C PLUS INC. LEASE
THIS Lease, made as of the 16th day of January , 1989, by and
between VRM PARTNERS, a Colorado General Partnership, herein referred to as
'Landlord") and C PLUS INC., a corporation organized under the laws of the State
of Colorado, having its principal office at 1055 Auraria Parkway, Suite 100,
Denver, Colorado. 80204 herein referred to as "Tenant', hereby agree that Tenant
shall Lease from Landlord the following real property which is located in
h821 Yellowstone Ihr., Greeley; 94s depicted on Exhibit '1", attached herein
referred to as the "Premises".
1. INITIAL TERM OF LEASE.
1.1. The initial term of this Lease shall be 20 years, and
until 1-15-2010
2.1. Tenant shall pay to Landlord during the term of this Lease, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, without any
setoff or deduction the following monthly rentals (hereinafter called "Monthly
Rentals").
2.1.1. For the eriod of
the Monthly Rental shall be
2.1.2. For the period of
the Monthly Rental shall be $1IIIIIIIIL
2.1.3. For the period of
the Monthly Rental shall be
2.1.4. For the period of
the Monthly Rental shall be 82IIIIIIIIE
2.2. Said Monthly Rentals shall be due and payable on the first day of
the month for each and every month during the term hereof, with the first Monthly
Rental due 1-16-90 . Monthly Rentals shall be paid by Tenant to such party or
parties at such address or addresses as Landlord may from time to time direct in
writing.
1-16-90 through 1-]5-95
1-16-95
1-16-2000
through 1-15-2000
through 1-152005
1-16-2005
through 1-15-2010
3. OPTION TO EXTEND TERN.
3.1. Tenant is hereby granted the option to extend this Lease
Three (3)additional terms of Five (5) years each upon the same terms
conditions contained in this Lease by giving the Landlord written notice of
exercise of such option at least ninety (90) days before the expiration of
initial or any renewal term. If such option shall be exercised, the rent for
extended or renewal period shall be as follows:
for
and
its
the
any
930272
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3.1.1. For the first renewal term, 1-14 - Jolb
I- IS -' Zolc , the Monthly Rental shall be Ste•
3.1.2. For the second renewal term,I -IL - 201E
1- 15 - aoao , the Monthly Rental shall be 5MIIIIIIint;
3.1.3. For the third renewal term, I - I L. - Doac
1- I' -o20a5 , the Monthly Rental shall be $.
4. IMPROVEMENTS AND REMOVAL OF PROPERTY.
4.1. Upon termination of this Lease pursuant to Paragraph 11 herein or
upon expiration of the Lease Term, any improvements made by Tenant to the land or
to any buildings or improvements located thereon become the property of the
Landlord.
through
through
through
S. TAXES AND CHARGES.
• 5.1. Tenant covenants and agrees to pay and discharge before
delinquency all real property taxes on the land. Tenant covenants and agrees to
pay and discharge on ■ timely basis but before the expiration of this Lease, any
other taxes, including any ad valorem taxes, taxes on rents, assessments, levies,
charges, costs, expenses, or liens which during the term of this Lease may rise
in respect of the occupancy, use or possession of said Premises to the end that
the rents hereinbefore reserved shall be received by Landlord unabated by any of
the foregoing or any charges of like kind or nature.
•
5.2. Tenant shall not, by reason of the foregoing provision, be
required to pay any of Landlord's corporation franchise taxes or fees,
inheritance or succession taxes, income or profits taxes, or any other property
or other taxes, or any other charge or assessment which may be levied or assessed
against the Premises on account of any real property of Landlord or its succes-
sors in Interest other than the demised Premises even though these may be
attached to these Premises.. Landlord agrees to execute such directions to the
taxing authorities as may be necessary to have all statements and notices
relating to the payment of taxes payable by Tenant to be mailed directly by the
taxing authority to Tenant. In the event any statements or notices should be
received by Landlord. Landlord shall forthwith deliver the same to Tenant.
5.3. Tenant shall have the right to contest payments which shall be
payable either by Tenant or by Landlord pursuant to Paragraphs 5.1 and 5.2 if
Tenant in good faith deems the same to have been illegally or improperly levied,
assessed, or charged against the Premises, and for that purpose shall have the
right to institute such proceedings or proceedings in the name of Landlord as
Tenant ma/ deem necessary, provided, however, that the expenses, incurred by
reason thereof shall be paid by Tenant. Landlord shall cooperate fully with
Tenant in any such proceeding, and may participate In any such contest.
5.4. The parties agree that before sale of the Premises for taxes or
other charges, they shall jointly or separately take such steps as may be
necessary to prevent the collection of said taxes out of the Premises. Nothing
FEB 18 '93 14:32 2 PRG .0
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L
herein contained'shall be construed to release or relieve either party from their
respective obligations to pay such taxes or other charges prior to any sale of
the Premises for nonpayment. a"
S.S. In the event either party hereto shall fail to perform the
covenants and agreements set forth in this paragraph, the other party may, at its
option, make any payment on behalf of the party failing to make the payment and
the defaulting party agrees to repay to the other party, upon demand, the full
amount so paid and expended by the other party, together with interest ■t the
rate of 122 per annum.
6. POSSESSION AND USE.
6.1. Tenant, by execution of this Lease represents that it has
physically inspected the Premises and is leasing them 'As Is" and shall be
responsible for all maintenance and improvement thereof for any reason during the
term of this Lease. Tenant may possess and use the Premises for any lawful
purpose whatsoever. Tenant agrees that all of its operations on the Premises
shall be conducted in accordance with all applicable laws, ordinances, decisions,
and governmental rules and regulations.
7. LIABILITY FOR USE OF PREMISES.
7.1. Tenant covenants and agrees that Landlord shall be free from
liability and claims for damages by reason of any injury to any person, including
Tenant, or damage to property arising from or in any way connected with the use,
occupancy or maintenance of any improvement during the term of this Lease or any
extension thereof. Tenant hereby covenants and agrees to indemnify and save
harmless Landlord from all liability, loss, costs and obligations on account or
arising out of any such injuries or losses, however occurring, including any
court costs or reasonable attorney's fees incurred in connection with defending a
suit or otherwise appearing in such action or in enforcing this Paragraph of this
Lease. Landlord agrees that Tenant shall have the right to contest the validity
of any and all such claims and defend, settle and compromise any and all such
claims of any kind or character and by whomsoever claimed, in the name of
Landlord, es Tenant may deem necessary, provided, that the expenses thereof shall
be paid by Tenant.
8. LIABILITY FOR DAMAGE OR DESTRUCTION.
g.i. Except as may be otherwise provided herein, Tenant shall bear all
risks of any loss, damage, or destruction to any buildings or improvements on the
Premises, and shall indemnify and hold Landlord harmless for any such loss,
damage, or destruction.
$.2. In the event that the Premises, or any part thereof, shall be
taken for any public or quasi -public use under any statute, or by right of
eminent domain, or by private purchase by any public authority in lieu of the
exercise of the right of eminent domain (any such matters being hereafter
referred to as a 'taking"), Landlord, Tenant and any person or entity having any
interest in the award or awards shall have the right to participate in any such
930272
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condemnation proceedings for the purpose of protecting their interests hereunder.
Each party so participating shall pay its own expenses therein.
6.3. If the whole of the Premises shall be so taken or if any part of
the Premises is so taken and the part not so taken is insufficient for the
reasonable operation of Tenant's business, in Tenant's sole end reasonable
judgment, then, in either of such events, this Lease and the term hereby granted
shall cease and expire on the date when possession shall be taken thereunder of
the Premises or part thereof, and all rents, taxes, and other charges shall be
prorated and paid to such date.
8.4. In the event that only a part of the Premises is so taken ■nd the
part not so taken shall be sufficient for the reasonable operation of Tenant's
business, in Tenant's sole and reasonable judgment this Lease shall remain in
full force and effect, subject to the provisions of Paragraphs 8.2 and 8.3.
B.S. In any taking, Landlord shall be entitled to the award for the
land and for consequential damages to and diminution of the assemblage or
plottage value of land not taken, and ■hall be entitled to that part of the award
allocable to the value of improvements and personal property belonging to
Landlord.
8.6. In any taking, Tenant shall be entitled to the award for such
personal property and trade fixtures as may belong to Tenant and may be taken in
condemnation. In addition, any part of the award allocable to the value of
Leasehold improvements made by Tenant, or allocable to loss of business, shall
belong to Tenant.
8.7. In the event that only a part of the Premises is taken and the
part not taken is sufficient for the reasonable operation of Tenant's business,
in the sole and reasonable judgment of Tenant, Tenant shall, as soon as
practicable after such taking, restore, relocate, or reconstruct that part of the
improvements not so taken to as near its former condition as to circumstances
will permit.
9. LANDLORD'S ACCESS TO PREMISES.
9.1. Landlord, or Landlord's agent or nominee, shall at all reasonable
times have access to the Premises for the purpose of examining or inspecting the
condition thereof to exhibit the Premises to prospective purchasers, to determine
if the Tenant is performing the covenants and agreements of this Lease, and to
post such reasonable notices as Landlord may desire to protect the rights of
Landlord.
10. REPAIRS.
10.1. Tenant, at its sole cost and expense, shall at its sole expense
including payment for all costs incurred of ■ny kind whatsoever for maintenance,
replacement, repair, and additional improvements at the premises, maintain and
keep the Premises in good condition and repair, subject to the terms of this
Lease.
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11. EVENTS OF DEFAULT ET TENANT AND RFEIEDIES OF LANDLORD.
11.1. If any one of the following events (hereinafter called "Events of
Default") shall occur:
11.1.1. Tenant shall neglect or fail to pay any installment of
the rent herein reserved at the time and in the manner herein provided;
11.1.2. Tenant shall file • voluntary petition in bankruptcy or
shall be adjudicated a bankrupt or insolvent, or shall file any petition or
answer seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under the present or any future
federal bankruptcy act or any other present or future applicable federal, state
or other statute or law, or shall seek or consent to or acquiesce in the
appointment of any trustee, receiver, or liquidator of Tenant or of all or any
substantial part of its properties or of the Premises; or,
11.1.3. Any execution or attachment ■hall be issued against
Tenant or any of Tenant's property as a consequence of which this Lease or the
Premises or any part thereof shall be taken or occupied by someone other than
Tenant;
11.1.4. Tenant shall violate any other material term or condition
of this Lease.
11.1.5. Upon the occurrence of any Event of Default listed in
Paragraphs 11.1.1, 11.1.2, 11.1.3, or 11.1.4 above, Landlord shall give Tenant
thirty (30) days written notice of intention to terminate this Lease, which
notice shall fully describe the Event of Default on which said notice is based,
and if at such time Tenant has obtained financing from a third party lender, such
third party lender shall, without objection from Landlord immediately assume this
Lease in its entirety and cure all defaults of Tenant prior to the expiration of
said thirty (30) days, and thereupon at the expiration of said thirty (30) days,
unless the event of default shall have been previously remedied or the Tenant
shall have previously commenced and continues taking action for the purpose of
remedying or obviating such event of default and shall thereafter in good faith
prosecute such action to completion, or if said third party lender fails to
exercise its rights to assume this Lease in its entirety and cure all defaults of
Tenant, Landlord may then either (1) terminate this Lease, or (2) re-enter the
Premises by summary proceedings or otherwise, remove all persons and property
from the Premises without liability to any person for damages sustained by reason
of such removal, and re -let the Premises at such rental and upon such other terms
and conditions as Landlord in its sole discretion may deem advisable. In such
event Tenant shall remain liable for the monthly rent reserved in this Lease,
plus the reasonable cost of obtaining possession of and re -letting the premises
and of any repairs and alterations necessary to prepare them for re -letting, less
the rents received from such re -letting, if any. Any and all deficiencies so
payable by Tenant shall be paid on the first of each and every month. No such
re-entry or taking possession of the Premises by Landlord shall be construed as
an election on its part to terminate this Lease unless a written notice of such
intention be given to Tenant or unless the termination thereof be decree by a
court of competent jurisdiction. Notwithstanding any such re -letting without
930272
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termination, Landlord may at any time thereafter elect to terminate this Lease
for such previous breach. Should Landlord at any time terminate this Lease for
any breach in addition to any other remedies it may have, it may recover from
Tenant all damages it may incur by reason of such breach, including the cost of
recovering the Premises. All remedies herein conferred upon Landlord shall be
cumulative and no one exclusive of any other remedy conferred herein or by law.
If Tenant is in default, Landlord may prevent removal of property from the
Premises by any lawful means it deems necessary to protect its interests.
12. QUIET ENJOYMENT.
12.1. Landlord represents and warrants that (a) Landlord is the owner
of the Premises in fee simple and has the right to make this Lease; (b) Tenant,
on paying the rent herein reserved and upon performing all of the terms and
conditions of the Lease on its part to be performed, shall at all times during
the term herein demised, peacefully, exclusively and quietly have, hold and enjoy
the Premises; (c) the Premises are free from all liens and encumbrances.
13. ASSIGNMENT BY TENANT.
13.1. Tenant shall have the right upon written notice to and with
written consent of the Landlord, such consent not to be unreasonably withheld, to
assign this Lease at any time during the term of this Lease or any extension or
renewal thereof upon compliance with the following conditions:
13.1.1. The Assignee shall take subject to the provisions of this
Lease and shall agree in writing in recordable form, to be bound by all terms,
covenants and conditions of this Lease.
13.1.2. No assignment shall release Tenant or any successor from
any obligation hereunder, except as such release shall have been given by
Landlord in writing, and the Landlord may, without first having sought
performance of any such obligation by any Assignee require the performance
thereof by the Tenant or any successor; and,
13.1.3. In the event any Assignee causes an Event of Default as
defined in Paragraph 11 and if Tenant has obtained financing from • third party
lender, said third party lender shall have the right without objection from
Landlord, to immediately assume this Lease in its entirety and cure all defaults
of Tenant or any Assignee. However, if not cured in thirty (30) days, Landlord
may terminate this Lease to Tenant and any Assignee and proceed either jointly or
severally against Tenant or any Assignee as it may deem appropriately, unless
Tenant has been given a release by Landlord in writing, prepared in recordable
form.
14. SUBLETTING BY TENANT.
14.1. Upon written notice to and with written consent of the Landlord,
such consent not to be unreasonably withheld, Tenant shall have the right to
sublet all or part of the Premises hereby Leased at any time during the term of
this Lease or any extension or renewal thereof upon compliance with the following
conditions:
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14.1.1. Each Subtenant shall take subject to the provisions of
this Lease and shall agree in writing in recordable form to be bound by all
terms, covenants and conditions of this Lease;
14.1.2. No Sublease shall release Tenant or any successor from
any obligation hereunder, except as such release
ehalfirst benaesought
shall
have
been
given
Landlord in writing, and the Landlord may,
performance of any such obligation by any Subtenant require the performance
thereof by the Tenant or any successor; and,
14.1.3. In the event any Subtenant causes an Event of Default as
defined in Paragraph 11, Landlord may immediately terminate this Lease to Tenant
and any Subtenant and proceed either jointly or severally against Tenant or any
Subtenant es it may deem appropriate, unless Tenant has been given a release by
Landlord in writing prepared in recordable form.
15. ASSIGNMENT BY LANDLORD.
15.1. Landlord shall have the tight without consent of Tenant, to
assign this Lease at any time during the term of this Lease or any
extensions
r
renewal thereof, subject however, to Landlord's providing written notice,
providing copies of relevant instruments, and obtaining written recordable
acceptance of this Lease from assignee.
16. EXPENSES, EXCLUSIVE EFFECT, AND WAIVER ON BREACH.
16.1. It is further covenanted and agreed by and between the parties
hereto that the breaching party shall pay and discharge all costs, attorney's
fees, and expenses that shall arise from enforcing the covenants of this Lease by
Landlord or Tenant, or by their respective heirs, executors, administrators,
successors or assigns. No breach by either party hereto under the provisions of
this Lease shall affect any other agreement between the parties, except as
specifically provided herein or in such other agreements. No waiver by either
party of its rights to enforce any provision hereof, after any breach on the part
of either party, shall be deemed ■ waiver of its right to enforce each and all of
the provisions hereof upon any further or other breach on the part of either
party.
17. ARBITRATION.
17.1. Any and all matters of controversy, dispute or disagreement of
any kind or character existing between the parties and arising out of or in any
way involving the interpretation or application of the terms of this Lease which
the parties are unable to resolve themselves shall be subjected to arbitration at
the request of either party through the American Arbitration Association in
accordance with its then existing rules for commercial arbitration. The
arbitrator shall be empowered to beer and determine the matter in question and
his determination shall be final and binding upon the parties. Cost of the
arbitration shall be shared equally except that preparation and representation
costs shall be assumed by each party.
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18. UNLAWFUL PROVISIONS.
18.1. Any provision of this Lease in violation of any law or ordinance
shall not invalidate this Lease, and any unlawful provision shall be deemed
separate and part form all other provision herein and stricken from. this Lease.
The parties shall attempt to prepare a mutually acceptable substitute provision
for any provision stricken from this Lease due to illegality, and shall
subsequently incorporate the substituted provision by a written modification to
this Lease. All remaining terms and provisions shall remain in full force and
effect as thought he stricken provisions has never appeared in this Lease. Each
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law. Neither party shall be required to indemnify the other for
any damages or losses resulting from a determination that • Lease provision is
unlawful.
19. NOTICES.
19.1. All notices required or which may be given hereunder shall be
considered as property given if delivered in writing personally or by certified
United States mail, postage prepaid with return receipt requested, to the parties
at the following add
Landlord:
Tenant:
20. RECORDATION OF LEASE.
20.1. The parties agree that if either party desires that this Lease be
placed on public record, that a memorandum of this Lease rather than the Lease
itself shall be recorded. It is further agreed, however, that the full Lease
shall be recorded in the event that any title company insuring title for Landlord
or Tenant shall require such recording.
Ss.% rr set -c raft- 1
Yenta, Inc.
1055 Auraria Parkway, #100
Denver, Colorado 80204
21. SUCCESSORS.
21.1. This agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns. All covenants herein shall be deemed to
touch and concern the land and to run with the land and be binding upon every
owner and occupier thereof.
22. GOVERNING LAW.
22.1. All questions respecting this Lease, its validity and
interpretation of its terms shall be governed by the laws of the state where the
Premises are located.
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23. SERVICES AND UTILITIES.
29.1. Tenant shall provide and pay for all services and electricity,
water, heat, sewage, refrigerated air conditioning, window cleaning and building
maintenance service and all other services and utilities used in, upon or about
the Premises by Tenant or any of its sub -tenants, licensees or concessionaires
during the term of this Lease. Landlord shall not be liable for the stoppage or
interruption of any said services or utilities.
24. HOLDING OVER.
24.1. Any holding over after the expiration of the term of this Lease,
with the consent of Landlord, shall be construed to be a tenancy from month -to -
month, cancellable upon thirty (30) days written notice, and at a rental and upon
terms and conditions as existed during the last year of the term thereof.
25. CONSTRUCTION OF LEASE.
25.1. The language in all parts of this Lease shall in all cases be
construed as a whole according to its fair meaning and not strictly for or
against either Landlord or Tenant. Paragraph headings in this Lease are for
convenience only and are not to be construed as a part of this Lease or in any
way defining, limiting or amplifying the provisions hereof. Time is of the
essence of this Lease and of every term, covenant and condition hereof. The
words 'Landlord' and "Tenant", as used herein, shall include the plural as well
as the singular. The neuter gender includes the masculine and feminine. In the
event there is more than one Tenant or Landlord, the obligations to be performed
shall be joint and several.
26. SUBORDINATION.
26.1. Landlord expressly reserves the right ■t any time to place liens
and encumbrances on and against the unimproved land, superior in lien and effect
to this Lease and the estate created hereby. This Lease, at the option of
Landlord, is and shall be subject, subordinate, and inferior to the lien and
estates of any liens and hereafter imposed by Landlord upon the unimproved land.
Tenant agrees to execute and deliver upon demand any instrument or instruments
subordinating this Lease to any such liens or encumbrances as shall be desired by
Landlord. Notwithstanding the foregoing, Landlord shall not cause this Lease to
be terminated by any such subordination and Landlord shall obtain from any future
lender a so-called "non -disturbance agreement' insuring that upon any foreclosure
of Landlord's interest, Tenant would not be dispossessed providing Tenant vas not
in default under this Lease. Tenant is also hereby granted the right to make any
payment to a mortgage or other lien holder of the unimproved land for the benefit
of Landlord and shall be given notice of such payment when due and deduct the
same from the next rental payment due Landlord.
27. ABANDONHENT.
27.1. Tenant shall not vacate or abandon the Premises at any time
during the term of this Lease; and, if Tenant shall vacate, abandon- or surrender
930272
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the term of this Lease; and, if Tenant shall vacate, abandon or surrender the
Premises or be dispossessed by process of law or otherwise, any personal property
left on the Premises shall be deemed to be abandoned at the option of Landlord.
The parties agree that any temporary suspension of business arising out of or
resulting from an effort to comply with any statute, rule, regulation, or order
of any court or government agency shall not constitute abandonment.
28. Tenant LIENS.
28.1. Tenant shall keep the Premises and the improvements thereon free
and clear of all liens arising out of or claimed by reason of any work performed,
materiel furnished or obligations incurred by or at the instance of Tenant, and
shall indemnify and save Landlord and the Premises harmless of all such liens or
claims of liens and all attorney's fees and other costs and expense incurred by
reason thereof. In the event any such lien attaches to the Premises or the
property located thereon, Landlord may deem that to be an event of default and
terminate the Lease within thirty (30) days after notifying the Tenant of the
same if Tenant has not caused the same to be removed before the end of said
thirty (30) day period, or a third party lender has not assumed the Lease,
provided however, that Tenant, at its sole cost and expense, shall have the right
to contest the validity of any claim or lien in good faith so long as such lien
or claim does tot constitute a default by Tenant under any mortgage, or deed of
trust. Upon a final determination of the validity of such lien or claim, Tenant
shall immediately pay any Judgment rendered against it with all proper costs and
charges, and shall have such lien released without cost to Landlord.
28.2. If Tenant has not removed the lien or claim within the time
permitted in Paragraph 28.1, Landlord, at his option, may pay the amount of such
lien or claim or discharge the same by deposit, and the amount so paid or
deposited, with interest thereon computed at 2Z above the then existing prime
rate of interest at United Bank of Denver or its successor in Denver, Colorado,
shall be deemed additional rent reserved under this Lease, and shall be payable
immediately, and with the same remedies to Landlord as in the case of default in
the payment of rent as herein provided.
29. FORCE MAJEURE.
29.1. If either party hereto shall be delayed or prevented from the
performance of any act required hereunder by reason of acts of God, strikes,
lock -outs, labor troubles, inability to procure materials, restrictive
governmental laws or regulations or other causes without fault and beyond the
control of the party obligated (financial inability expected), performance of
such act shall be excused for the period of the delay and the period for the
performance of any such act shall be extended for a period equivalent to the
period of such delay; provided, however, nothing in this section contained shall
excuse Tenant from the prompt payment of any rental or other charge required of
Tenant hereunder, except ♦s may be expressly provided elsewhere in this Lease.
90. INSURANCE.
30.1. Tenant shall provide a policy of liability insurance with respect
to loss or damage to the Premises by fire or by any other casualty or cause; and
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L�
Tenant shall also maintain liability insurance ag . 'aims for bodily injury
or death occurring on, in or about the Premises, sidewalks or streets, property
or passageways adjoining the Premises, affording protection with respect to
bodily injury or death of at least One Million Dollars (51,000,000.00) for any
one person and at least One Million Dollars ($1,000,000.00) for any one accident
and Seventy -rive Thousand Dollars (575,000.00) for damage to property.
30.2. All insurance provided for shall be effective at the Tenant's
expense under valid and enforceable policies issued by insurers of recognized
responsibility reasonable acceptable to the Landlord. Such policies shall insure
the Landlord and the Tenant as their interests may appear and shall also have
loss payable clauses in favor of and in form acceptable to any first mortgagee of
the demised Premises, as its interest may appear. Each such policy or
certificate therefore shall contain an agreement by the insurer that such policy
shall not be cancelled without at least ten (10) days prior written notice to
both Landlord and Tenant. Certificates of the insurers, or actual policies,
shall be delivered by the Tenant to the Landlord on or before ten (10) days,
prior to the anticipated beginning date of this Lease, and thereafter at least
fifteen (15) days before the expiration date of such policy.
30.3. If either party so requests and it can be so written, and if it
does not result in additional premium, all insurance which is carried by either
party with respect to the Premises, whether or mot required, shall include
provision which either designate the requiring party as oafs of the insureds or
deny to the insurer acquisition by subrogation of rights or recovery against the
requesting party to the extent such rights have been waived
bthe
insured
dlpaparty
ty
prior to occurred of loss or injury. The requesting party shall be
have duplicated or certificates of any policies containing such provisions. Each
party hereby waived any rights or recovery against the other for loss or injury
against which the waiving party is protected by insurance containing provisions
denying to the insurer acquisition by subrogation of rights of recovery,
reserving, however, any rights with respect to any excess of loss or injury over
the amount recovered by such insurance.
30.4. Each five (5) years Landlord shall have as right to request an
increase in the liability policy limits to reflect the then current economic
conditions. Tenant shall provide such increase if readily available from a
reputable insurance company at reasonable cost.
31. ENTIRE AGREEMENT.
31.1. This Lease and the covenants and agreements set forth herein are
and shall constitute the entire agreement between the parties at the Premises are
heretofore referred, unless amended by subsequent written supplemental agreement.
Each party to this Lease hereby acknowledges and agrees that the other patty has
made now warranties, representations, covenants or agreements, expressed or
implied, to such party other than those expressly set forth herein, and that each
party in entering into and executing this Lease has not relied upon any
warranties, representations, covenants or agreements other than those expressly
set forth herein.
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SNTTN BROOKS BOLSHOUN
FAX NO. 2 -
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IN WITNESS WHEREOF, the parties have executed this Lease as of the day
and year first above written.
Landlord: YEN PARTNERS, A Colorado .B€ eral Partnership
By: ARNOLD LEASING
General P
Tenant: C PLUS
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FEB-18-93 THU 14;29
SMJT'1 BROOKS BOLSHOUN
FAX NO. 2 — P. 01
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VENTA INC.
GARY A. WETZBARGER
Operations Manager
(303) 892-7171
1055 Aurarla Pky., Suit. 100, Denver CO 80204
FEB 18 '93 14:29
900272,
2 PAGE.001
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