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Home My WebLink About961867.tiff RESOLUTION RE: APPROVE CHANGE OF OWNERSHIP REQUEST FOR LIQUOR LICENSE FROM EL CHUBASCO, LLC, DBA EL CHUBASCO, TO J. MONTES, INC., DBA EL RODEO NIGHT CLUB, AND AUTHORIZE CHAIR TO SIGN 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, J. Montes, Inc., dba El Rodeo Night Club, presented to the Board of County Commissioners of Weld County, Colorado, an application for a Change of Ownership of a Tavern Liquor License, with extended hours, for the sale of malt, vinous and spirituous liquors for consumption by the drink on the premises only, said license previously held by El Chubasco, LLC, dba El Chubasco, and WHEREAS, pursuant to Weld County Ordinance No. 6, Section II., C., said applicant has paid the required fees to the County of Weld for a Change of Ownership of the existing license, and WHEREAS, said applicant has exhibited a State Liquor License for the sale of malt, vinous and spirituous liquors for consumption by the drink on the premises only, outside the corporate limits of any town or city in the County of Weld at the location described as follows: 3101 Highway 119, Longmont, Colorado 80504-9543, and WHEREAS, said applicant has agreed to certain conditions to the issuance of a new license, with such conditions being stated below. NOW, THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Weld County, Colorado, having examined said application and the other qualifications of the applicant, does hereby grant License Number 96-16 to said applicant to sell malt, vinous and spirituous liquors for consumption by the drink on the premises only, only at retail at said location and does hereby authorize and direct the issuance of said license by the Chair of the Board of County Commissioners, attested to by the Clerk to the Board of Weld County, Colorado, which license shall be in effect until October 9, 1997, providing that said place where the licensee is authorized to sell malt, vinous, and spirituous liquors for consumption by the drink on the premises only, shall be conducted in strict conformity to all of the laws of the State of Colorado and the rules and regulations relating thereto, heretofore passed by the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for revocation of the license, which is subject to the following conditions: A. That only those patrons who are 21 years of age or older and who are carrying on their persons adequate, currently valid identification of age (those documents set forth in Colorado Liquor Code Regulation 47-128.3) shall be allowed inside the premises during regular business hours, with the exception of employees. 961867 (1„e , So) .fifer EZZei_ o LC0019 CHANGE OWNERSHIP OF LIQUOR LICENSE - EL RODEO NIGHT CLUB PAGE 2 B. That a security guard shall be present on the premises at all times when alcoholic beverages are being sold or served. The applicant shall provide to the Weld County Sheriffs Office, within fifteen days of the issuance of the license for the operation of the tavern, copies of certificates of training for all such security guards and copies of certificates permitting all armed security guards to carry weapons. C. That adequate lighting to provide for the safety of all patrons and employees shall be installed and operated in the parking lot of the premises at all times. D. That all bartenders and wait staff, present and future, shall attend the T.I.P.S. program or similar training to learn when to stop serving alcoholic beverages to intoxicated patrons. The applicant shall provide to the Weld County Sheriffs Office, within forty-five days of the issuance of the license for the operation of the tavern, copies of certificates showing the successful completion of said training by the present bartenders and wait staff. E. That the tavern shall only sell alcohol on Thursdays, Fridays, Saturdays, and Sundays. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 2nd day of October, A.D., 1996. BOARD OF COUNTY COMMISSIONERS 0111• bitir WELD COUNTY, COLOF�ADO • Na 4/uel, ,��la , Barbara J. Kirkmeyer,,Chairm�'n iec� e - ;'-:1 �nty Clerk to the Board // �'�� E. Baxter, Pr -Tem ®• u\NAgt ki �_ii . 'J _I'eputy Clik to the Board Dale K. Hall r c._ zkZ A D O FO M: (2/7 ,Sam OP< . cam Constance L. Harbert 9 f my Atto ney ) ri W. H. Webster 961867 LC0019 THIS LICENSE„MUST BE POSTED IN PUBLIC VIEW DR 8402(10/921 STATE OF COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division 1375 Sherman Street Denver,Colorado 80261 J MONTES INC EL RODEO NIGHT CLUB 3101 HWY 119 LONGMONT CO 80504-9543 ALCOHOLIC BEVERAGE LICENSE Liability Information Account Number County City Indust. Type Liability Date LICENSE EXPIRES AT MIDNIGHT 10-93094-0000 03 206 5813 C 101096 OCT 09, 1997 Type Name and Description of License Fee 2010 TAVERN LIQUOR LICENSE — $ 50.00 MALT, VINOUS, AND SPIRITUOUS 2190 COUNTY 85 PERCENT OAP FEE $ 276.25 TOTAL FEES) $ 326.25 EXTENDED HOURS This license is issued subject to the laws of the State of Colorado and especially under the provision of Title 12, Articles 46 or 47, CRS 1973, as amended. This license is nontransferable and shall be conspicuously posted in the place above described.This license is only valid through.the expiration date shown above.Questions concerning this license should be addressed to the Department of Revenue, Liquor Enforcement Division. 1375 Sherman Street.Denver.CO 80261.4estimony whereof,I have hereunto set my hand. .t.t4 C % SW 1-47&1 L (t nCT 15 1996 Division Director Executive Dire for �t>;3f3SF ' .. Y , � ,7 l : R'P 6 S 3 - F.�{ l * . wV ErVz * �i l ,14• '.r„-, t-u .,� +/ltrw�, J ,..Y i/ 1, .'•! i /i,"e"E a!� i/N R *z\t l%r gkatt, t, {✓! ley s \xt zit tr' j�/ ��i;' ^"ati6 e l t � !�v/� Zxat; r'`E140W4 SW!/lki t7i • 'Vi � �ti -- :";,,Z it' N \�a rt- +q. f .a f ^c' qg ' ,; / .a. , at,[r 'ri.. a!�•' o'T' eSAgx: �1 r rr a _ k ` ,� o -y,_ 22 P: d � oGoao dk� m ��' " O u} v E141 iti4b I NCP a UT CIO 7 G st . fel U A .-]. C*J ti. i , I4 H ^ a+. 7- , 0 £ Ai ct zcil tl 0 on t3Th 0 ., xy. W H a A 5 fa m �' cn n m..O $° "I"J^ y4 Ts 1 r t''. p: m H V to a z H E 'd G'd Gp O a A ti O h0 z w a) 03 ci C r-$d I 1 • •\ m H G W c rn s O'C Or ,..z2 'r z o rc ° o Hm w = m •cd E rx a>im ( 0 ' av - u. x " b CY A I 0 o H.,°x H .�° o '-i �� _ CP mU ; } ti A o c w ` o ` m o o y U "T @° O.l`1 , PR la I- o o tl l � �� O f '. '+y �„ '. I V law u, o Ct • .. cn F - F Ts) H O v. - .a O •;// yi' i. (trio ,!y'�..m e[jyy1 i- O Y Vl _ V� 0.r_ M •- ✓J!N)i, 4 Oft \ A t o t O O x V) m O N W O ` m 0, "' CJ t eI ! rf�i \ I / C\r \ T I O a a 0 H 10. z m G q Vic a7 � ��d w0 �'j C\ ��_�� K .I .•• , ' x.J.`•. „ 6 O o W z 2 o O 5 w m ? r/,\ V^,+ :s ' ,, �� V _ i ° 77 u0 m P ° F p O 'r4 F0. r \\�,/�V ( y w • t ° Zs kn 'a a G y o o" �R'. �m tk{ l.A/! 4 11, z ° o 0) di cri a s w�1^O a a II IL O ° � H � ' t x � � of v � ': o.. V F w d '� �a .�.� T,•off 073 pg o k w W < a � Hy o � � ao A G o0Wto ti � hhi a F Z S 'a >, zNW �l6 °• .: y., c. .4) E $ mu j Y �� ' To, r1. 0 G7 " kl C O m y W ,Y I.a ,'l I V 6 IZ M 4J y s H 'tali O N t "1 _ " I • �I H ��'' E'•� •G m Z 3 m 0>1 v„ f4 �g^'" 1�}�. t W pE]� „ a o mcn o <r arm 0 a) H y C CI' .0 �•y t/ W t Hs. w a d H X. g o 0,,.7 off � � W av ^ 0 0 "" m m . O 21 DR 8411 (04/95) LIQUOR LICENSING PROCESSING DOCUMENT COLORADO DEPARTMENT OF REVENUE RETAIL LIQUOR & LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET 3.2% BEER LICENSE FEES DENVER CO 80261 1.Name of Applicant(s)(exactly as it appears on state application) J. MONTES, INC. 2.Trade Name of Establishment(DSA) EL RODEO NIGHT CLUB 3.Address of Premises(as it appears on the application) 3101 HIGHWAY 119 DO NOT WRITE IN THIS SPACE State Sales Tax No Business Phone • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN APPLIED FOR NONE YET •• APPLICL ANT MUSE T THE APPROPRIATE O(ES) City County LONGMONT WELD Ll?I36, SECTION') ':,LIQUOR LICENSE FEES ZIP Code d ElApplication Fee for New License $450.00 State COLORADO 80504 ¢. L Application Fee for Transfer of Ownership A50 0(1) .,rj.xys SECTION"rf„P4r170 �1.. ."'"_-: , s q 202.50 a ❑ Retail Liquor Store License(city) *y% , f; ❑ Retail Liquor Store License(county) 287.50 If applicant has a Beer and Wine, or Malt, Vinous f a ❑ Liquor Licensed Drugstore (city) 202.50 and Spirituous Liquor License,indicate your state , - ❑ Liquor Licensed Drugstore (county) 287.50 • Liquor License Account Na. ; ❑ Beer&Wine License(city) 177.50 2210-100(999)❑Retail Warehouse Storage Permit 50.00 ' a ❑ Beer&Wine License(county) 262.50 2280-100(999)❑Request to Change,Alter or Modify Premises 75.00 2 =A. 0 H&R License ID city ❑ county 326.25 1980-100(999)❑Addition of Optional Premises to Existing hotel/restaurant ❑ H&R License w/opt Prem❑ city ['county 326.25 $50.00 x •Total Fee �.. X x_ ❑ Club License ❑city ❑ county 135.00 26 �. 2320-100(999)❑Request to Change Corporation or Trade Name 25.00 t . [Tavern License❑ city ® county 135.00 2 100.00 yit `ie ❑ Arts License❑city ❑ county 2230.100(999)❑Request to Change Location 25.00 I' I e ❑ LJ Racetrack License city ❑county 326.25 2320-100(999)❑Duplicate License 100 00 ' , ..,QA ID Optional Premises License El city ID county 326.25 2320.7G0(999)❑Subpoena Testimony Fees •., ll ❑ Retail Gaming Tavern Lid] city ❑county 326.25 (use license no.21-94214) t s 0 BWS Special Event Permit each 25.00 +kx 'a -lt.'SECTIf?hb x ;)r" *l xi btr.r .�;" E ' a 0 Managers Registration(hotel&restaurant only) 75.0e, I Extended Hours C,...170.0_7 If applicant has a 3.2%Beer Retail license, indicate your.., z ❑ Renewal-attach DR 8404(application) •• state 3.2%License Account No. P ❑ Delivery Permit(liquor store/drugstore only) 2280-100(999)❑Request to Change,Alter or Modify Premises 75.00 x;; 2 SECTION E '';3;2%BEER.LtCENSE FEES 2330-100(999)❑Request to Change Corporate or Trade Name 25.00 �• $450.00❑ Application Fee for New License 2230-100{999)❑Request to Change Location 100.00 xa , Lk ❑ Application Fee for Transfer of Ownership 450.00 2330-1004999)0 Duplicate License 25.00 As'-r; 71.25 ,? ❑ Retail 3.2%Beer On Premises-(city) ,.• fix. ❑ Retail 3.2%Beer On Premises-(county) 92.50 M„;; �`SE ON C r-7,. s,; ; �•,` ❑ Retail 3.2%Beer Off Premises- (city) 71.25 -r * ❑ Retail 3.2%Beer Off Premises-(county) 92.50 If applicant has a Hotel/Restaurant liquor license and is El Retail 3.2%Beer On/Off Premises-(city) 71.25 registering a new manager, indicate your state Liquor m+• ., ❑ Retail 3.2%Beer On/Off Premises-(county) 92.50 • License Account No. ,'0 ❑ 3.2%Beer Special Event Permit each 10.00 1970-750(999)❑Managers Registration 75.00 `Jx ,,t- ❑ 3.2%Beer On/Off Premises Only Delivery Permit DO NOT WRITE IN THIS SPACE-FOR DEPARTMENT OF REVENUE USE ONLY 'LI NTY NFORMATION ; �. & xe a _ tr r a 4-r1d ; -9*. `, 6 �h'f,'"ts t1-slAftYtOuPugh ' *` +Licenra ACc8UMkNumber,', k y y taaY'li ty' e'€a'q. 1 .w ,��A ¢• 1^ ;i"0PinitfdrrDate) s :PL./ . . ft k$ xt¢ MN .'�,a7a • •h t'A bt IN /R¢¢ffi:;. ,91 ":'Pi''' x n.P .r z 1s: a 441. ' - Ap ~ $ ta'�+n x"a z"a� a °${ z Eax to 1'414" 9 4T + .. x'r 1 c r. 3� §, -It # %�# xe T @ -7 TR.. I Z I TY flex I T #b- tele k c ": - "{ S�/S' 'Rt4 Yr .+r i is } V $�#Y' Y CJ .P lit ,){F Kh 5 t�.' } ¢ d't ,2 �rf B } •gam ,��,9(� j x #7501999) 2180 (00,99J), ' '2190-100• :r e , � 970.760(999) ��/////7/7 jd: x s ; Y1 e +tS ? K$. ''/ Sffii.."is a1 "tx ,:..x '-}Jwi T Fx`•. , c u.)` B .f' .z��f' P. .I My ] n £ /]•r+� °'4X '7 T A}a•�S .. sp. �j$ Y /�'}��Y SKJ Cba,k` yC'N<..,, .13 Y ; .. t t t t 4f 9dt g d» x t t ''St,. , 99441 4 MI tpyy 'kli�.ti Ia R"ii$�'r f'• ' vI4 ' x p x r x White Copy-Department of Revenue Canary Copy-Liquor Enforcement Division Pink Copy-Local Authority Goldenrod Copy-Applicant DR 8404(02/94) St-in A,GE OF OWNEK5f--1I V COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 COLORADO LIQUOR OR 3.2 % FERMENTED MALT BEVERAGE LICENSE APPLICATION 1. Applicant is a Date filed with Local Authority ® Corporation (Attach DR 8177) ❑ Individual (Attach DR 8404-I) / I , -) F.E.I.N. ❑ Partnership (Attach DR 8441) ❑ Limited Liability Company (Attach DR 8405) APPLIED FOR la. Name of Applicant(s) If partnership,list partners'names(at least two);if corporation,name of corporation Social Security No. J. MONTES, INC. N/A 2. Trade Name of Establishment(DBA) State Sales Tax No. Business Telephone EL RODEO NIGH! CLUB APPLIED FOR NONE YET 3. Address of Premises(specify exact location of premises) 3101 HIGHWAY 119 City County State ZIP Code LONGMONT WEED CO 80504 4. Mailing Address (Number and Street) City or Town State ZIP Code 3101 HIGHWAY 119 LONGMONT CO 80504 5. If the premises currently have a liquor or beer license,you MUST answer the following question: Present Trade Name of That Establishment(DBA) Present State License No. Present Type of License Present Expiration Date El. RODEO NIGHT CLUBN 98-69189-0000 TIVERN 5-28-97 6. Is the applicant(including any of the partners,if a partnership;members or manager if a limited liability company;or officers,stockhold- Yes No ers or directors if a corporation)or manager under the age of twenty-one years? ❑ 7E- 7. Has the applicant(including any of the partners,if a partnership;members or manager if a limited liability company;or officers,stockhold- ers or directors 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 another entity that had an alcoholic beverage license suspended or revoked? ❑ If you answered yes to 7a,b or c,explain in detail on a separate sheet. 8. Has a liquor license for the premises to be licensed been refused within the preceding two years?If"yes,"explain in detail. ❑ 8a. Has a 3.2 beer license for the premises to be licensed been refused within the preceding one year?If"yes,"explain in detail. ❑ X' 9. Are the premises to be licensed within 500 feet of any public or parochial school,or the principal campus of any college, university or ❑ seminary? 10. Has a liquor or beer license ever been issued to the applicant(including any of the partners,if a partnership;members or manager if a n limited liability company;or officers,stockholders or directors if a corporation)?If yes,identify the name of the business and list any El kJ current financial interest in said business including any loans to or from a licensee. 11. Does the Applicant,as listed on line la of this application,have legal possession of the premises for at least 1 year from the date that this license will be issued by virtue of ownership or under a lease?(If yes,attach a signed copy of deed or lease.) xD ❑ ❑ Ownership ® Lease ❑ Other(Explain in Detail) a. If leased,list name of landlord and tenant,and date of expiration, EXACTLY as they appear on the lease: Landlord Tenant Expires 12f111T.Ff1 MONTES J. MONTES, INC. 9-16-97 ,` Attach a diagram of the area to be licensed(including dimensions)which shows the bars,walls,partitions,entrances,exits and what each room shall be utilized for in this business.This diagram should be no larger than 8 1/2"X 11".(Doesn't have to be to scale) 12. Who has(including persons,firms,partnerships,corporations,limited liability companies)or will loan or give money,inventory,furniture or equipment to or for use in this business;or who will receive money from this business.Attach a separate sheet if necessary. NAME ADDRESS INTEREST JEANETTE MONTES 605 E. 110TH, LOVELAND, CO 100 Z Attach copies of all notes and security instruments,and any written agreement or details of any oral agreement,by which any person (including partnerships,corporations,limited liability companies,etc)will share in the profit or gross proceeds of this establishment,and any agreement relating to the business which is contingent or conditional in any way by volume,profit,sales,giving of advice or consultation. 13. Optional Premises or Hotel and Restaurant Licenses with Optional Premises All Optional Premises applicants must attach a copy of the local ordinance or resolution authorizing the issuance of Optional Premises licenses. Number of separate Optional Premises areas requested. N/A 961867 DR 8404(2/94) Page 2 14. Liquor Licensed Drug Store applicants,answer the following: Yes No (a) Does the applicant for a Liquor Licensed Drug Store havtr a license issued by thetolorado Board of N/A Li LiPharmacy?COPY MUST BE ATTACHED. 15. Club Liquor License applicants answer the following and attach DR 8177: (a) Is the applicant organization operated solely for a national,social,fraternal, patriotic,political or athletic purpose and ❑ ❑ not for pecclniary gain? (b) Is the applicant organization a regularly chartered branch,lodge or chapter of a national organization which is ❑ Eloperated solely for the object of a patriotic or fraternal organization or society,but not for pecuniary gain? (c) How long has the club been incorporated? (d) How long has applicant occupied the premises NiA (Three years required) _ to be licensed as a club? 16. Colorado Manufacturer,Wholesaler or Limited Winery applicants,answer the following: (a) Will the applicant store or sell alcoholic beverages at more than one location in Colorado? If"yes,"provide the address of each location and explain the activity to be conducted at each location(e.g.,warehouse,salesroom,etc.) ❑ ❑ (Attach DR 8438 for each location) (b) If applicant is a wholesaler,does or did any owner,partner,shareholder,director,officer,member or manager have any direct or indirect financial interest in a wholesaler,retailer,manufacturer or importer already licensed by the State of Colorado to sell malt,vinous or spirituous liquor? If yes,attach explanation in detail. El ❑ (c) Does the applicant have a valid Federal Basic Permit or Brewers Notice? If"yes,"attach a copy;if"no,"explain whetht/A CI ❑ one has been applied for. 17. Nonresident Manufacturer(3.2%beer or malt liquor)or Importer(3.2%beer,malt,vinous or spirituous liquor)applicants,answer the following: (a) To what Colorado licensed wholesaler do you intend to ship your merchandise? (b) Does or did any owner, partner,shareholder,director,officer,member or manager have any direct or indirect financial interest in a wholesaler, retailer, manufacturer or importer already licensed by the State of Colorado to sell malt,vinous or ❑ ❑ spirituous liquor? It yes,attach explanation in detail. (c) Does the applicant have a valid Federal Basic Permit or Brewers Notice? If"yes,"attach a copy; if"no,"explain in detail. ❑ El (d) Are you the primary source of supply in the U.S.? If"no,"explain. El ❑ N/A ❑ ❑ (e) Are all your products registered in Colorado? If"no,"attach DR 8440 and register said products. 18. Name of Manager (If this is an application for a Hotel and Restaurant License,the manager must also submit a Manager Registration Form Date of Birth (DR 8367)and Individual History Record(DR 8404-1). JEANETTE MONTES 7-30-5! OATH OF APPLICANT ,e`er 1 declare under penalty of perjury in the second degree that this application and all attachments are true, correct, apt/ complete to the best of my knowledge. Authorized Signature Title Date 7-17-96 I(,y „r am `1 i 1 0nc FRESIDHBT 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 [i New License X Transfer of Ownership H Other(specify) r Each person required to file DR 8404-I: Yes IAIees No Has been fingerprinted Ica� Background, NCIC and CCIC checked ❑ The liquor licensed premises is ready for occupancy and has been inspected by the Local Licensing Authority. El If"no,"the building will be completed and ready for inspection by (date) 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 provisions of Title 12,Article 46 or 47,C.R.S. THEREFORE,THIS APPLICATION IS APPROVED. Local Licensing Authority for ❑ TOWN,CITY WELD COUNTY, COLORADO P COUNTY si lure �/ TiTitleCHAIR, BOARD OF WELD COUNTY Date 10/02/96 / COMMISSIONERS signature(enes0k. Title CLERK TO THE BOARD Date BY Vit.. b //zbL ,DY 10/02/96 If premises are located within a town or city,the above approval should be si ed by nd clerk,erk,if if b inta county,then by the chairman of the board of county commissioners and the clerk to the board. If,by ordinance or otherwise,the loca censing authority is some other official,then such approval should be given by such official. r- (-- Cop `' NoCt i 9 r 0.42 t e_ tie: 417:,,,, +� $, a Tool C/t z u it p a }Pool -Nit $ W a D.Treeetce_ do . ` cone_ C V tk x }N_ Q (Po -rim" Cu < , /5 ik.je SOS •op '_WoW 6.4v0-7 ell krill 1 o rs b/i .' " r:8177(i;3/s5J CORPORATE APPLICANT COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION INFORMATION AND 1375 SHERMAN STREET ROOM 600 DENVER CO 80261 CORPORATE REPORT OF CHANGES (303)866-3741 Liquor and 3.2 Beer License I Submit to Local Authority(Local Authority will submit to State) DO NOT USE THIS FORM TO REFLECT A CHANGE IN PARTNERSHIP. IF THERE IS A CHANGE IN PARTNERSHIP,USE THE DR 8404 AND FILE A CHANGE OF OWNERSHIP WITH YOUR LOCAL LICENSING AUTHORITY. Alta the following;documents to this applicant information: I rf Date Stamped Articles of Incorporation if incorporated less than 2 years. I 'Certificate of Good Standing dated within the last two years if Corporation is at least two old. ❑ Certificate;of Authority,if p foreign corporation. NOTE:All Officers"and Directors of the Applicant/Licensee must fill out a DR 8404-I (Individual History Record).Ail stockholders with a 10% (or,more).ownership'interest in the Applicant must also fill out a DR 8404-I(Individual History Record). Corporate Applicant Name State Tax Account Number State Liquor License Number J. riONTER, INN,. . j APPLIED FOR APPLIED FOR Trade Name Telephone Number F RODEO NIGHT CLUB NOEL YET. I Address of Licensed Premises City State ZIP Code 3101 HIGHWAY 1.99 iONGMONT CO 80504 Mailing Address if different than above City State ZIP Code SANE AS ABOVE ALL APPLICANTS MUST LIST CURRENT OFFICERS AND DIRECTORS. If currently licensed and this is achange of corporate structure, also identify the Officers/Directors replaced and attach a certificate of good standing, dated within the-last two years. Follow instructions in the shaded area above. Attach separate sheet if necessary. ,. CURRENT CORPORATE OrFICEkS Name Home Address DOB Replaces President .IFANETTE MONTES 605 F. 10TH,_-LOVELAND, ea 80537 N/A Vice-President VACANT -_ ___—.. Treasurer _ VACANT / . —_— Secretary JEANETTE MONTES (el.EAS$ SEE.StQin) N/A CURRENT DIRECTORS _ _ Name Home Address DOB Replaces JEANETTE MONTES (PLEASE SEE ABOVE) N/A LIST ALL STOCKHOLDERS AND PERCENTAGE OF STOCK NOW OWNED Is this corporation subject to the reporting requirements of the Securities and Exchange Act of 1934? (Publicly traded) ❑ Yes [ No If yes, list only those stockholders owning 10% (or more) of the issued stock. If no, list all stockholders. CURRENT STOCKHOLDERS Name Home Address DOB %of Stock Now Owned rEANET^'4' MO'VTFS (PLEASE SEE ABOVE) 100 % Registered Agent Address For Service DAN CARR 455 SHERMAN ST. , SULTE 3013, iJuWt.x, CO 802u3 OATH OF APPLICANT I declare under penalty of perjury in the second degree that this application and all attachments are true,correct,and complete to the best of my knowledge. Authorized Signature Title Date 6G't72 `' , '1121-L PRESIDENT 7-17-96 ' The foregoing changes have been received and examined by the Local REPOR OF LOCAL LICENSING AUTHORITY Licensing Authority. Local Licensing Authority For WELD COUNTY,dTY, C9 ,OBt.UO E County ❑ Town/City Si 'cure 1 i —_— [Title CHAIR, BOARD OF COUNTY Date 1 a fret t sj /i , j�/it ' :l,i COPi : SSlUNERS 10/0 '/96 p Attest r y ^ / Date CLERK TO THE BOARD EY•L_ L4.y3/ DEPU. Y 1 0 i 0 tE NOTE: Local authority, for all changes in Corporations, please submit all copies to the=Liquor Enforcement Division. An acknowledgment will be returned to the local authority. DR 8404-I (02/94) COLORADO DEPARTMENT OF REVENUE UOUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant,all general partners of a partnership,all limited partners owning 10%(or more)of a partnership;all officers and directors of a corporation,all stockholders of a corporation owning 10%(or more)of the stock of such corporation; all limited liability company MANAGING members,or other limited liability company members with a 10%(or more) ownership interest in such company and all managers of a Hotel and Restaurant license. 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 of the applicant. 1.Name of Business Date Social Security Number(s) EL RODEO NIGHT CLUB 7-17-96 2.Your Full Name(last,first,middle) 3.Also Known As(maiden name/nickname,etc.) MONIES, JEANETTE B. N/A 4.Mailing Address(if different from residence) Home Telephone SAME (303) 663-0318 5.Residence Address(street and number,city,state,ZIP) 605 E. 10TH, LOVELAND, CO 80537 6.Date of Birth Place of Birth 7.U.S.Citizen? PUEBLO, CO El Yes ❑ No If Naturalized,state where When Name of U.S.Distnct Court N/A Naturalization Certificate Number Date of Certificate It an Mien,Give Mien's Registration Card Number Permanent Residence Card Number N/A 8.Height Weight Hair Color Eye Color Sex Race 9.Do You Have a current Drivers License?If yes,give number,&state 5'1" 160 BRWN BRWN FEMALE LATIN AM. ❑X Yes ❑ No 10.Name of Present Employer 11.Type of Business or Employment HEWLETT PACKARD ELECTRONIC 12.Address of Business Where Employed(street number,city,state,ZIP) Business Telephone HIGHWAY 402, LOVELAND, CO (303) 679-3238 13.Present Position ASSEMBLY LINE 14.Marital Status 15.Name of Spouse(include maiden name if applicable) MARRIED RODOLFO MONIES 16.Spouse's Date of Birth Spouse's Place of Birth PUEBLO, CO 17.Spouse's residence address,if different than yours(street and number,city,state,ZIP) RAMP 18.Spouse's Present Employer Occupation UNEMPLOYED N/A 19.Address of Spouse's Present Employer N/A 20. List the name(s)of all relatives working in or having a financial interest in the liquor industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF EMPLOYER LOCATION OF EMPLOYER NONE 21.Do you now,or have you ever held a State of Colorado Liquor or Beer License.or loaned money,furniture,fixtures,equipment or inventory,to any Colorado Liquor or Beer Licensee?If yes,answer in detail ❑ Yes ER No CONTINUED ON REVERSE SIDE DR 8404-I(2/94) Page 2 22.Have you ever been convicted of a crime,or received a suspended sentence,deferred 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 drugs or alcoholic beverages.)If yes, explain in detail. ❑ Yes No 23.Have you ever received a violation notice,suspension or revocation fora liquor law violation,or been denied a liquor or beer license anywhere in the U.S.?If yes,explain in detail. ❑ Yes [ No 24.Military Service(branch) From To Serial Number Type of Discharge NONE 25. List all addresses where you have lived for the past five years.(Attach separate sheet if necessary) STREET AND NUMBER CITY,STATE,ZIP FROM TO 605 E. 10TH LOVELAND, CO 80537 1985 PRESENT 26.List all former employers or businesses engaged in within the last five years.(Attach separate sheet if necessary.) NAME OF EMPLOYER ADDRESS(STREET,NUMBER,CITY,STATE,ZIP) POSITION HELD FROM TO HEWLETT PACKARD HIGHWAY 402, LOVELAND, CO ASS. LINE 1977 PRESENT 27.What is your relationship to the applicant?(sole owner,partner,corporate officer,director,stockholder,member or manager) OFFICER, DIRECTOR, AND SHARE HOLDER 28.If stockholder,number of shares owned beneficially or of record Percent of outstanding stock owned 1000 SHARES 100 % 29.If partner,state whether 0 General 0 Limited Percent of Partnership Owned If Limited Liability Company(percent owned) N/A 30.Total amount you will invest in this business,including notes.loans,cash,services or equipment.and operating capital.(Reg.46-106.1 and Reg.47-107.1) Amounts $8,000 (APPROX.) 31. Identify the sources of all funds you will invest in this business as listed in 30 above. List all bank names, account numbers and the amount derived from such source.Also identify all persons authorized to sign on, or who are part owners of said account.(Attach copies of all your notes or loans used in or for this business.) Amounts Sources - Account Numbers Names on accounts or person who can sign on this account $ $8,000 PERSONAL FUNDS FROM CREDIT UNION JEANETTE MONTES $ ROCKY MOUNTAIN ACCT# Oath of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct,and complete to the best of my knowledge. Authorized Signature Ttle Date ?CaPRESIDENT 7-17-96 STATE OF COLORADO ) AFFIDAVIT COUNTY OF DENVER ) AFFIDAVIT WITH RESPECT TO SOURCE OF FUNDS TO BE INVESTED WITH THE FOLLOWING APPLICANT: 1. THE AMOUNT TO BE INVESTED IN THIS ENTERPRISE IS: $8,000.00 2. THE SOURCE OF SAID FUNDS IS: PERSONAL FUNDS. CREDIT UNION ACCOUNT. yi://,-Itd11:712112te..., PRESIDENT By: Subscribed and sworn to me this 11TH day of JULY 119 96 . p,PPY i�. O ¢ S Notary P • My Commission E -1• -s: 0.e.V 25-1999 `i. sTA7E + t.-,fY• • .41 .i", ,A `1 ei �.k` %YI ,+ - r.. �. it+n Aft- • ,y` f r a° -kb r x.. r 4 r,� _ f,..1�. �,5 � tr .�Gn ,�,q�s, `S x 5+C i 4P7 ‘ri .414 {`ill . 1 .ttiC ai 1 '.Akta ni 11 Y! 11>� . f Ilef a � {. Mlle fj' it rt V 1 1 N Y '4 MF` N .' *we I '+ /:. h 1. I t V 1 1 .'I i V tl aJ r `C 4'+l " }0_ I y,i ! l I I ��f �11 I'iMY I � {I.TI N'��..` \,Nr q.`11 1�,' I ram u1l`II ` 5�5� ..•�� _ 4 s 0 � i ,x _— _ _. ._ rIr:�x 1-C£#`'ti1 `..+ �S i s i.L. 4r - r- k .f.k.-�i.`_�__r xi'liS'-11'Aa4-se..9a 1.-a. 'vs.�'4, i4 :y a iii „ \, �, ^ rats ' ' �- a. U k \ ",` !t I.g 'vim p ._ 4. V---e .4 _,°, ''''-'.:'1':..1,:;:.!,'',,-',' edel,..„:4.ri="11I,5'',.1,.1'.,,v'.i i:,', Ss 1QT - 0 r 1 * ' 4" • w ♦ . >V>r ♦ rwnab `3Y„ r, t ill i I 1`r'`. J ,1a I� J •' it K w. , , 1 i.,Ff • 3i • - SIB }� - � oo' i*a N. \ `• \ �. .yF O � J ( � \ \- ;* N. 1«.. � y y Fr vtu iiv in ` \ NL- /G A ;1- O * H t }i$ 3 s. I l'.. 4tialr --,e`\": If 1 a C tM ti w. I,.a 7wgC cw 11 h V , AeA +u� - q 1 IL W i' .. Iu 0O.'�", ry C 4 ' ; e\Ljct1 ';\ — FS '.- r+ •4 -.- ` �,X i _ ``�' ;..r 11 IL W r PC ' L. 1. J N„ ,, --z , om } L 14,I \ • \! ; s.• _ _ _\t \ e , , A• :Th ... s% :1:1•:::::::-4:4::4$ f h ♦ ♦ \ r.Nk • 1 I II p V�•� v� Yyy• _ N SF-f xY#ill' yEw :ti i t oaf I\• .+„¢" 0iFl•AI"N '��pp€ �L a�:VA- 41:v ag. 4 ! k .41 in`E� I.�„h1 v F L0 . �e r i 1,4444 }I-.J.,S• 1 111 1C3V, iN%f l.itkaif'� pi '� 7 J robe T I- ..ly tf.t\V ye „ 1 j �"Viti” liyfill\. M.V 11 e\triS� riy.'\- `}�'S=C11 ..11 U✓ k . 1� Sq9Y�.. tlrt"_ "vi `ii Vti Y%rL4▪ :e " fC, i-aY J1�f •-. rF �` Y ' A.y V 0 .� '1*,t+. y :nn axw n3' �. ,.,r"Y'.c,:4-4r \, tip% �, ."y+\,-'• I :• <<c, 4r1 !n r - FILED COPY RECE1vE0 ARTICLES OF INCORPORATION JuN ' 0 1996 OF het J. MONTES, INC. THE UNDERSIGNED (a natural person at least eighteen (18) years of age) , acting as the Incorporator of a corporation to be incorporated under the laws of the State of Colorado Business Corporation Act, adopts these Articles of Incorporation. ARTICLE I i.-. - -_ Name t_T;=: :' ' - t The name of the Corporation is J. Mantes, Inc ARTICLE II Authorized Capital • The Corporation shall have authority to issue ten thousand (10 , 000) shares of common stock. ARTICLE III Offices A. The street address of the initial registered office of the Corporation is 455 Sherman Street , Suite 300 , Denver, Colorado, 80203 , and the initial Registered Agent at that address is Daniel W. Carr. The written consent of the initial registered agent to the appointment of such is set forth below. B . The address of the Corporation' s initial principal office is 3101 Highway 119 , Longmont , Colorado, 80504 . ARTICLE IV Incorporator The name and address of the incorporator is Daniel W. Carr, 455 Sherman Street , Suite 300 , Denver, Colorado 80203 . ARTICLE V Purposes The purpose for which the Corporation is organized is the transaction of any and all lawful business , including any and all things or acts required pursuant thereto . ARTICLE VI Preemptive Rights The Shareholders shall not have preemptive rights . ARTICLE VII Quorum for Shareholders' Meetings Except as bylaws adopted by the Shareholders may provide for a greater quorum requirement , a majority of the outstanding shares shall constitute a quorum at any meeting of Shareholders . Except as bylaws adopted by the Shareholders may provide for a greater voting requirement and except as is otherwise provided by the Colorado Business Corporation Act with respect to action on amendment to these Articles of Incorporation, on a plan of merger or share exchange, on the disposition of substantially all of the property of the corporation, on the granting of consent to the disposition of property by an entity controlled by the Corporation, and on the dissolution of the Corporation, action on a matter other than the election of directors is approved if a quorum exists and if the votes cast favoring the action exceed the votes cast opposing the action. Any bylaw adding, changing, or deleting a greater quorum or voting requirement for shareholders shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever are greater. ARTICLE VIII Board of Directors A. The corporate powers shall be exercised by or under the authority of, and the business affairs of the Corporation shall be managed under the direction of, a Board of Directors . B . The Directors shall be elected at each annual meeting of the Shareholders, provided that vacancies may be filled by election by the remaining Directors, though less than a quorum, or by the Shareholders at a special meeting called for that purpose . Despite the expiration of his or her term, a Director continues to serve until his or her successor is elected and qualifies . C . The initial Board of Directors is as follows : 1 . Jeanette Montes ARTICLE IX Cumulative Voting Cumulative voting shall not be permitted in the election of Directors . ARTICLE X Limitation on Director Liability A Director of the Corporation shall not be personally liable to the Corporation or to its Shareholders for monetary damages for breach of fiduciary duty as a Director; except that this provision 2 shall not eliminate or limit the liability of a director to the Corporation or to its Shareholders for monetary damages otherwise existing for (i) any breach of the director' s duty of loyalty to the Corporation or to its Shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) acts specified in Section 7-108-403 of the Colorado Business Corporation Act; or (iv) any transaction from which the Director directly or indirectly derived any improper personal benefit . If the Colorado Business Corporation Act is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation of liability provided by the preceding sentence, the liability of each director shall be eliminated or limited to the fullest extent permitted by the Colorado Business Corporation Act as so amended. Any repeal or modification of this Article X shall not adversely affect any right or protection of a director of the Corporation under this Article X, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article X, prior to such repeal or modification. ARTICLE XI Indemnification The Corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys' fees) incurred by reason of the fact that he is or was a director of the Corporation or, while serving as a director of the Corporation, he is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of , or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Corporation shall also indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent , and that person' s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the Shareholders or Directors, contract, or otherwise, so long as such provision is legally permissible . ARTICLE XII Effective Date The existence of the Corporation shall begin on the time and date of filing by the Secretary of State, as evidenced by the Secretary' s endorsement on the filed Articles . Incorporator 3 THE UNDERSIGNED consents to the appointment as the initial Registered Agent of S. Montes, Inc . Initial Registered Agent Date : 2 /3//14. 4 MINUTES OF AN ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF J. MONTES, INC. The organizational meeting of the Board of Directors named in the Articles of Incorporation of J. Montes, Inc . was held on the IS day of J 0 (3 , , 1996 , at 455 Sherman Street , Suite 300 , Denver, Colorado at 2 : 00 o' clock p.m. , pursuant to a written Call and Waiver of Notice of the Organizational Meeting of Directors, signed by all of said Directors, fixing said time and place . The following Directors, being all of the Directors of said corpora- tion, were present in person, to-wit : Jeanette Montes Upon motion duly made, seconded and unanimously carried, Jeanette Montes was chosen as Chairman and Secretary of the meeting. The Secretary presented to the meeting the written Call and Waiver of Notice of the Organizational Meeting of the Directors to the holding of the meeting, signed by all of the Directors above named. On motion duly made and seconded, it was ordered that this waiver and consent should be filed in the corporate minute book immediately preceding the minutes of this meeting. The Chairman then reported that the Articles of Incorporation of J. Montes, Inc . which were filed with the Secretary of State, State of Colorado, on the 31st day of May, 1996 , were being sent to the attorney for the corporation and that they would be filed, along with the Certificate . of Incorporation, in the corporate minute book. The Chairman then submitted to the meeting a set of proposed By-Laws for the regulation of the affairs of the corporation. The same were then taken up and read and considered, clause by clause . On motion duly made and seconded, it was unanimously: "RESOLVED, that the By-Laws submitted, read and considered at this meeting be, and the same hereby are, adopted as an for the By-Laws of this corporation, and that the Secretary be, and hereby is, instructed to attest the same and cause said By-Laws to be inserted in the corporate minute book immediately following the filed copy of the Articles of Incorporation. " The Secretary then presented to the meeting a form of stock certificate for the stock of the corporation. On motion duly made and seconded, it was unanimously: "RESOLVED, that the form of stock certificate presented to this meeting hereby is adopted as and for the form of stock certificate to be used for this corporation. FURTHER RESOLVED, that the specimen form of stock certificate presented to this meeting be attested by the Secretary and filed in the corporate minute book immediately following the minutes of this meeting. " The Secretary then presented to the meeting a proposed form of corporate seal for the corporation in the form of two concentric circles . Between their circumference, the name of the Corporation, J. MONTES, INC. and within the inner circle the words "SEAL - COLORADO" . An impression of the seal appears in the upper right- hand margin of this page . Upon motion duly made and seconded, it was unanimously : "RESOLVED, that the corporate seal in the form presented to this meeting with the words `J. MONTES, INC. - SEAL - COLORADO' thereon, hereby is adopted as and for the seal of this Corporation. " A discussion was then held concerning the election of officers for the coming year. Thereupon, the following nominations were made and seconded: President Jeanette Montes Secretary Jeanette Montes There being no further nominations, the foregoing persons were unanimously elected to the offices set forth opposite their respective names . The President and Secretary were duly authorized to select a bank or banks at which an account or accounts may be opened for the transaction of the business of the corporation and, upon motion duly made and seconded, the following resolution was unanimously approved: "RESOLVED, that the President and Secretary are hereby authorized to open a checking account or accounts in the name of the corporation at such bank or banks in the State of Colorado as may be selected by the Directors; and checks drawn on such account or accounts shall be signed by the : IT Upon motion duly made and seconded, the following resolution was unanimously approved: "RESOLVED, that all borrowing by the Corporation be approved by the Board of Directors and all notes or other evidences of indebtedness so approved be signed by the President . " A discussion was held regarding the application for a liquor license . Upon motion duly made and seconded, the following resolution was unanimously approved: 3 "RESOLVED, that the President is authorized to take all steps necessary to secure a tavern class liquor license on the premises at 3101 Highway 119, Longmont, Colorado. " The directors were informed that it was the wish of all persons interested in the formation of the corporation that 1, 000 shares of stock of the Corporation be issued to Jeanette Montex in exchange for $1, 000 . Upon motion duly made and seconded, the following resolution was unanimously approved: "RESOLVED, that the officers of the corporation be and are hereby authorized, empowered and directed to issue and deliver 1000 shares of stock in the corporation to Jeanette Montes in exchange for $1, 000 . " After discussion, it was unanimously determined that the Secretary shall cause to be established and kept properly posted at the principal office of the Corporation all proper books of account . After discussion, it was unanimously determined that the Secretary shall cause to be established and kept properly posted at the principal office of the corporation a stock ledger, and the stock certificates shall be issued only with the signature of the President and Secretary. It was unanimously decided that, until further vote by the directors, the office of the corporation shall be located at such place as may be determined by the Board of Directors from time to time . The President, Jeanette Montes, presented to the Directors a Plan, whereby the investors in this company would be entitled to the benefits of Section 1244 of the Internal Revenue Code, and requested that the Plan be adopted so that all common stock of this 4 company be issued in accordance with the requirements of said Plan, in order that the stock may qualify thereunder. Thereupon, upon motion duly made and seconded, the following resolution was unanimously adopted: "RESOLVED, that this company adopt the Plan presented to this meeting, a copy of which is attached hereto and incorporated as a part of these minutes, whereby the common stock of this company shall qualify as `Section 1244 Stock' , and the investors who are to be issued stock in accordance with the minutes hereinabove, shall be entitled to the benefits of Section 1244 of the Internal Revenue Code; and BE IT FURTHER RESOLVED, that the common stock of this company be issued in accordance with the requirements of said Plan, in order that said stock may qualify as Section 1244 stock. " There being no further business to come before the meeting, the same was, upon motion duly made, seconded, and unanimously approved, adjourned. Of • if / c1ckig) S-`retary 5 / CALL AND WAIVER OF NOTICE FOR ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF J. MONTES, INC. We, the undersigned, being all of the Directors named in the Articles of Incorporation of J. MONTES, INC. , do hereby call an organizational meeting of the Board of Directors of said Corporation to be held at 455 Sherman Street, Suite 300 , Denver, Colorado, on the // r day of -ac , 1996, at 2 : 00 o' clock p .m. , for the purpose of adopting By-Laws for the Corporation, adopting a corporate seal, electing officers for the coming year, issuing corporate stock to the shareholders, adopting a resolution concerning borrowing and banking arrangements, and for doing all such other things as may be necessary or desirable in connection with the organization of the corporation or the promotion of its business, and we hereby waive all statutory or by-law requirements as to notice of time, place and object of said meeting, and consent to the transaction thereat of any and all business pertaining to the affairs of the Corporation. Signed and executed in Denver, Colorado, this /S day of J .1I1 , 1996 . .(t-iYtp2.- -TQn -x2 Je ette Montes CORPORATE MINUTES OF J. MONTES, INC. The undersigned, being the PRESIDENT of J. Montes, Inc. hereby recognizes the following action taken at a meeting of stockholders and directors on the 15Txday of July 1996. "RESOLVED, that the Corporation is hereby authorized to take such steps as would be necessary to correctly report the current officers of this corporation: President: JEANETTE MONTES Vice President: VACANT Treasurer: VACANT Secretary: JEANETTE MONTES Executed this 15THday of July 1996. By: �) lQ Its: PRESIDENT BYLAWS OF J. MONTES, INC. ARTICLE I Shareholders 1 . ANNUAL SHAREHOLDERS' MEETING. The annual Shareholders' meeting shall be held on the date and at the time and place fixed from time to time by the Board of Directors; provided, however, that the first annual meeting shall be held on a date that is within six (6) months after the close of the first fiscal year of the Corporation, and each successive annual meeting shall be held on a date that is within the earlier of six (6) months after the close of the last fiscal year or fifteen (15) months after the last annual meeting. 2 . SPECIAL SHAREHOLDERS' MEETING. A special Shareholders' meeting for any purpose or purposes, may be called by the Board of Directors or the President . The Corporation shall also hold a special Shareholders' meeting in the event it receives, in the manner specified in Section VII . 3 . , one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by the holders of shares representing not less than one-tenth (1/10) of all the votes entitled to be cast on any issue at the meeting . Special meetings shall be held at the principal office of the Corporation or at such other place as the Board of Directors or the President may determine . 3 . RECORD DATE FOR DETERMINATION OF SHAREHOLDERS . A. In order to make a determination of Shareholders (1) entitled to notice of or to vote at any Shareholders' meeting or at any adjournment of a Shareholders' meeting, (2) entitled to demand a special Shareholders' meeting, (3) entitled to take any other action, (4) entitled to receive payment of a share dividend or a distribution, or (5) for any other purpose, the Board of Directors may fix a future date as the record date for such determination of Shareholders . The record date may be fixed not more than seventy (70) days before the date of the proposed action. B . Unless otherwise specified when the record date is fixed, the time of day for determination of Shareholders shall be as of the Corporation' s close of business on the record date . C. A determination of Shareholders entitled to be given notice of or to vote at a Shareholders' meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which the board shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting. D. If no record date is otherwise fixed, the record date for determining Shareholders entitled to be given notice of and to vote at an annual or special Shareholders' meeting is the day before the first notice is given to Shareholders . E. The record date for determining Shareholders entitled to take action without a meeting pursuant to Section I . 10, I . 11 , is the date a writing upon which the action is taken is first received by the Corporation. 4 . VOTING LIST. A. After a record date is fixed for a Shareholders' meeting, the secretary shall prepare a list of the names of all its Shareholders who are entitled to be given notice of the meeting. The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be alphabetical within each class or series, and shall show the address of, and the number of shares of each such class and series that are held by, each shareholder. B . The Shareholders' list shall be available for inspection by any shareholder, beginning the earlier of ten (10) days before the meeting for which the list was prepared or two (2) business days after notice of the meeting is given and continuing through the meeting, and any adjournment thereof, at the Corporation' s principal office or at a place identified in the notice of the meeting in the city where the meeting will be held. C. The secretary shall make the Shareholders' list available at the meeting, and any shareholder or agent or attorney of a shareholder is entitled to inspect the list at any time during the meeting or any adjournment . 5 . NOTICE TO SHAREHOLDERS . A. The secretary shall give notice to Shareholders of the date, time, and place of each annual and special Shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the date of the meeting; except that, if the Articles of Incorporation are to be amended to increase the number of authorized shares, at least thirty (30) days' notice shall be given. Except as otherwise required by the . Colorado Business Corporation Act , the secretary shall be required to give such notice only to Shareholders entitled to vote at the meeting. B . Notice of an annual Shareholders' meeting need not include a description of the purpose or purposes for which the meeting is called unless a purpose of the meeting is to consider an amendment to the Articles of Incorporation, a restatement of the Articles of Incorporation, a plan of merger or share exchange, disposition of substantially all of the property of the 2 Corporation, consent by the Corporation to the disposition of property by another entity, or dissolution of the Corporation. C. Notice of a special Shareholders' meeting shall include a description of the purpose for which the meeting is called. D. Notice of a Shareholders' meeting shall be in writing and shall be given: 1 . by deposit in the United States mail, properly addressed to the Shareholders' address shown in the Corporation' s current record of Shareholders, first class postage prepaid, and, if so given, shall be effective when mailed; or 2 . by telegraph, teletype, electronically transmitted facsimile, electronic mail, mail, or private carrier or by personal delivery to the shareholder, and, if so given, shall be effective when actually received by the shareholder. E . If an annual or special Shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that , if a new record date for the adjourned meeting is fixed pursuant to Section I . 3 . (C) , notice of the adjourned meeting shall be given to persons who are Shareholders as of the new record date . F. If three (3) successive notices are given by the Corporation, whether with respect to a Shareholders' meeting or otherwise, to a shareholder and are returned as undeliverable, no further notices to such shareholder shall be necessary until another address for the shareholder is made known to the Corporation. 6 . OUORUM. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. [A majority] [One-third (1/3) ] of the votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on the matter. If a quorum does not exist with respect to any voting group, the President or any shareholder or proxy that is present at the meeting, whether or not a member of that voting group, may adjourn the meeting to a different date, time, or place, and (subject to the next sentence) notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment . If a new record date for the adjourned meeting is or must be fixed pursuant to Section I . 3 . (C) , notice of the adjourned meeting shall be given pursuant to Section I . 5 . to persons who are Shareholders as of the new record date . At any adjourned meeting at which a quorum exists, any matter may be acted upon that could have been acted upon a the 3 meeting originally called; provided, however, that, if new notice is given of the adjourned meeting, then such notice shall state the purpose or purposes of the adjourned meeting sufficiently to permit action on such matters . Once a share is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting. 7 . VOTING ENTITLEMENT OF SHARES . Except as stated in the Articles of Incorporation, each outstanding share, regardless of class, is entitled to one (1) vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on at a Shareholders' meeting. 8 . PROXIES; ACCEPTANCE OF VOTES AND CONSENTS . A. A shareholder may vote either in person or by proxy. B . An appointment of a proxy is not effective against the Corporation until the appointment is received by the Corporation. An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form. C. The Corporation may accept or reject any appointment of a proxy, revocation of appointment of a proxy, vote, consent, waiver, or other writing purportedly signed by or for a shareholder, if such acceptance or rejection is in accordance with the provisions of Sections 7-107-203 and 7-107-205 of the Colorado Business Corporation Act . 9 . WAIVER OF NOTICE . A. A shareholder may waive any notice required by the Colorado Business Corporation Act, the Articles of Incorporation or these Bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver. B . A shareholder' s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice, and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, 4 unless the shareholder objects to considering the matter when it is presented. 10 . ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or permitted to be taken at a Shareholders' meeting may be taken without a meeting if all of the Shareholders entitled to vote thereon consent to such action in writing. Action taken pursuant to this section shall be effective when the Corporation has received writings that describe and consent to the action, signed by all of the Shareholders entitled to vote thereon. Action taken pursuant to this section shall be effective as of the date the last writing necessary to effect the action specify another date, which may be before or after the date the writings are received by the Corporation. Such action shall have the same effect as action taken at a meeting of Shareholders and may be described as such in any document . Any shareholder who has signed a writing describing and consenting to action taken pursuant to this section may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder' s prior consent thereto is revoked, if such writing is received by the Corporation before the effectiveness of the action. 11 . MEETINGS BY TELECOMMUNICATIONS . Any or all of the Share- holders may participate in an annual or special Shareholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting. ARTICLE II Directors 1 . AUTHORITY OF THE BOARD OF DIRECTORS . The corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, a Board of Directors . 2 . NUMBER. The number of Directors shall be fixed by resolution of the Board of Directors from time to time and may be increased or decreased by resolution adopted by the Board of Directors from time to time, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent director . 3 . OUALIFICATION. Directors shall be natural persons at least eighteen (18) years old but need not be residents of the State of Colorado or Shareholders of the Corporation. 4 . ELECTION. The Board of Directors shall be elected at the annual meeting of the Shareholders or at a special meeting called for that purpose . 5 5 . TERM. Each Director shall be elected to hold office until the next annual meeting of Shareholders and until the Director' s successor is elected and qualified. 6 . RESIGNATION. A Director may resign at any time by giving written notice of his or her resignation to any other director or (if the Director is not also the secretary) to the secretary. The resignation shall be effective when it is received by the other director or secretary, as the case may be, unless the notice of resignation specifies a later effective date . Acceptance of such resignation shall not be necessary to make it effective unless the notice so provides . 7 . REMOVAL. Any Director may be removed by the Shareholders [of the voting group that elected the Director] , [with or without cause] [but only with cause] , at a meeting called for that purpose . The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is removal of the Director. A Director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal [but may not be removed if the number of votes sufficient to elect the Director under cumulative voting is voted against such removal] . 8 . VACANCIES . A. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors : 1 . The Shareholders may fill the vacancy at the next annual meeting or at a special meeting called for that purpose; or 2 . The Board of Directors may fill the vacancy; or 3 . If the Directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the Directors remaining in office . B . Notwithstanding Section II . 8 . (A) , if the vacant office was held by a Director elected by a voting group of Shareholders, then, if one or more of the remaining Directors were elected by the same voting group, only such Directors are entitled to vote to fill the vacancy if it is filled by Directors, and they may do so by the affirmative vote of a majority of such Directors remaining in office; and only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the Shareholders . C. A vacancy that will occur at a specific later date, by reason of a resignation that will become effective at a later 6 date under Section II . 6 or otherwise, may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs . 9 . MEETINGS . The Board of Directors may hold regular or special meetings in or out of Colorado . A regular meeting 'shall be held in the principal office of the Corporation on the first Monday, which is not a Federal holiday, after the first day of each calendar quarter, commencing at 10 : 00 Mountain Time, without notice of the date, time, place, or purpose of the meeting. The Board of Directors may, by resolution, establish other dates, times and places for additional regular meetings, which may thereafter be held without further notice . Special meetings may be called by the President or by any two (2) Directors and shall be held at the principal office of the Corporation unless another place is consented to by every Director. At any time when the Board consists of a single Director, that Director may act at any time, date, or place without notice . 10 . NOTICE OF SPECIAL MEETING. Notice of:a special meeting shall be given to every Director at least twenty-four (24) hours before the time of the meeting, stating the date, time, and place of the meeting. The notice need not describe the purpose of the meeting. Notice may be given orally to the Director, personally, or by telephone or other wire or wireless communication. Notice may also be given in writing by telegraph, teletype, electronically transmitted facsimile, electronic mail, mail, or private carrier. Notice shall be effective at the earliest time it is received; five (5) days after it is deposited in the United States mail, properly addressed to the last address for the Director shown on the records of the Corporation, first class postage prepaid; or the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, postage prepaid, in the United States mail, and if the return receipt is signed by the Director to which the notice is addressed. 11 . QUORUM. Except as provided in Section II . 8 , a majority of the number of Directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by law. 12 . WAIVER OF NOTICE . A. A Director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice . Except as provided by Section II . 12 . (b) , the waiver shall be in writing and shall be signed by the Director. Such waiver shall be delivered to the Secretary for filing with the corporate records, 7 but such delivery and filing shall not be conditions of the effectiveness of the waiver. B . A Director' s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless, at the beginning of the meeting or promptly upon his or her later arrival, the Director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting. 13 . ATTENDANCE BY TELEPHONE . One or more Directors may participate in a regular or special meeting by, or conduct the meeting through, the use of any of any means of communication by which all directors participating may hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. 14 . DEEMED ASSENT TO ACTION. A Director who is present at a meeting of the Board of Directors when corporate action is taken shall be deemed to have assented to all action taken at the meeting unless : A. The Director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; or B . The Director contemporaneously requests that his or her dissent or abstention as to any specific action taken be entered in the Minutes of the Meeting; or C. The Director causes written notice of his or her dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the Secretary (or, if the Director is the Secretary, by another Director) promptly after adjournment of the meeting. The right of dissent or abstention pursuant to this Section II . 14 . as to a specific action is not available to a Director who votes in favor of the action taken. 15 . ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or permitted by law to be taken at a Board of Directors' meeting may be taken without a meeting if all members of the Board consent to such action in writing. Action shall be deemed to have been so taken by the Board at the time the last Director signs a writing describing the action taken, unless, before such time, any director has revoked his or her consent by a writing signed by the Director and received by the Secretary or any other person authorized by the Bylaws or the Board of Directors to receive such 8 a revocation. Such action shall be effective at the time and date it is so taken unless the Directors establish a different effective time or date . Such action has the same effect as action taken at a meeting of Directors and may be described as such in any document . ARTICLE III Committees of the Board of Directors 1 . COMMITTEES OF THE BOARD OF DIRECTORS . A. Subject to the provisions of Section 7-109-106, the Board of Directors may create one or more committees and appoint one or more members of the Board of Directors to serve on them. The creation of a committee and appointment of members to it shall require the approval of a majority of all the Directors in office when the action is taken, whether or not those directors constitute a quorum of the Board. B . The provisions of these Bylaws governing meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees and their members as well . C. To the extent specified by resolution adopted from time to time by a majority of all the Directors in office when the resolution is adopted, whether or not those Directors constitute a quorum of the Board, each committee shall exercise the authority of the Board of Directors with respect to the corporate powers and the management of the business and affairs of the Corporation; except that a committee shall not : 1 . Authorize distributions ; 2 . Approve or propose to Shareholders action that the Colorado Business Corporation Act requires to be approved by Shareholders; 3 . Fill vacancies on the Board of Directors or on any of its committees; 4 . Amend the Articles of Incorporation pursuant to Section 7-110-102 of the Colorado Business Corporation Act; 5 . Adopt , amend, or repeal bylaws; 6 . Approve a plan of merger not requiring Shareholder approval ; 7 . Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors ; 9 8 . Authorize or approve the issuance of sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares; except that the Board of Directors may authorize a committee or an officer to do so within limits specifically prescribed by the Board of Directors . D. The creation of, delegation of authority to, or action by, a committee does not alone constitute compliance by a Director with applicable standards of conduct . ARTICLE IV Officers 1 . GENERAL. The Corporation shall have as officers a President, a secretary, and a treasurer, who shall be appointed by the Board of Directors . The Board of Directors may appoint as additional officers a chairman and other officers of the Board. The Board of Directors, the President, and such other subordinate officers as the Board of Directors may authorize from time to time, acting singly, may appoint as additional officers one or more vice presidents, assistant secretaries, assistant treasurers, and such other subordinate officers as the Board of Directors, the President, or such other appointing officers deem necessary or appropriate. The officers of the Corporation shall hold their offices for such terms and shall exercise such authority and perform such duties as shall be determined from time to time by these Bylaws, the Board of Directors, or (with respect to officers who are appointed by the President or other appointing officers) the persons appointing them; provided, however, that the Board of Directors may change the term of offices and the authority of any officer appointed by the President or other appointing officers . Any two (2) or more offices may be held by the same person. The officers of the Corporation shall be natural persons at least eighteen (18) years old. 2 . TERM. Each officer shall hold office from the time of appointment until the time of removal or resignation pursuant to Section IV. 3 . or until the officer' s death. 3 . REMOVAL AND RESIGNATION. Any officer appointed by the Board of Directors may be removed at any time by the Board of Directors . Any officer appointed by the President or other appointing officer may be removed at any time by the Board of Directors or by the person appointing the officer. Any officer may resign at any time by giving written notice of resignation to any Director (or to any Director other than the resigning officer if the officer is also a director) , to the President, to the Secretary, or to the officer who appointed the officer. Acceptance of such resignation shall not be necessary to make it effective, unless the notice so provides . 10 4 . PRESIDENT. The President shall preside at all meetings of Shareholders, and the President shall also preside at all meetings of the Board of Directors unless the Board of Directors has appointed a chairman, vice chairman, or other officer of the Board and has authorized such person to preside at meetings of the Board of Directors instead of the President . Subject to the direction and control of the Board of Directors, the President shall be the chief executive officer of the Corporation and as such shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect . The President may negotiate, enter into [, ] and execute contracts, deeds, and other instruments on behalf of the Corporation as are necessary and appropriate to the conduct to the business and affairs of the Corporation or as are approved by the Board of Directors . The President shall have such additional authority and duties as are appropriate and customary for the office of President and chief executive officer, except as the same may be expanded or limited by the Board of Directors from time to time . 5 . VICE PRESIDENT. The Vice President, if any, or, if there are more than one, the Vice Presidents in the order determined by the Board of Directors or the President (or, if no such determination is made, in the order of their appointment) , shall be the officer or officers next in seniority after the President . Each Vice President shall have such authority and duties as are prescribed by the Board of Directors or President . Upon the death, absence, or disability of the President, the Vice President, if any, or, if there are more , the Vice Presidents in the order determined by the Board of Directors or the President, shall have the authority and duties of the President . 6 . SECRETARY. The Secretary shall be responsible for the preparation and maintenance of minutes of the meetings of the Board of Directors and of the Shareholders and of the other records and information required to be kept by the Corporation under Section 7- 116-101 of the Colorado Business Corporation Act and for authenticating records of the Corporation. The Secretary shall also give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board of Directors, keep the minutes of such meetings, have charge of the corporate seal and have authority to affix the corporate seal to any instrument requiring it (and, when so affixed, it may be attested by the Secretary' s signature) , be responsible for the maintenance of all other corporate records and files and for the preparation and filing of report to governmental agencies (other than tax returns) , and have such other authority and duties as are appropriate and customary for the office of secretary, except as the same may be expanded or limited by the Board of Directors from time to time. 7 . ASSISTANT SECRETARY. The Assistant Secretary, if any, or, if there are more than one, the Assistant Secretaries in the 11 order determined by the Board of Directors or the Secretary (or, if no such determination is made, in the order of their appointment) , shall, under the supervision of the Secretary, perform such duties and have such authority as may be prescribed from time to time by the Board of Directors or the Secretary. Upon the death, absence, or disability of the Secretary, the Assistant Secretary, if any, or if there are more than one, the Assistant Secretaries in the order designated by the Board of Directors or the Secretary (or, if no such determination is made, in the order of their appointment) , shall have the authority and duties of the Secretary. 8 . TREASURER. The Treasurer shall have control of the funds and the care and custody of all stocks, bonds, and other securities owned by the Corporation, and shall be responsible for the preparation and filing of tax returns . The Treasurer shall receive all moneys paid to the Corporation and, subject to any limits imposed by the Board of Directors, shall have authority to give receipts and vouchers, to sign and endorse checks and warrants in the Corporation' s name and on the Corporation' s behalf, and give full discharge for the same . The Treasurer shall also have charge of disbursement of funds of the Corporation, shall keep full and accurate records of the receipts and disbursements, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the Board of Directors . The Treasurer shall have such additional authority and duties as are appropriate and customary for the office of Treasurer, except as the same may be expanded or limited by the Board of Directors from time to time . 9 . ASSISTANT TREASURER. The Assistant Treasurer, if any, or, if there are more than one, the Assistant Treasurers in the order determined by the Board of Directors or the Treasurer (or, or, if no such determination is made, in the order of their appointment) , shall, under the supervision of the Treasurer, perform such duties and have such authority as may be prescribed from time to time by the Board of Directors or the Treasurer. Upon the death, absence, or disability of the Treasurer, the Assistant Treasurer, if any, or if there are more than one, the Assistant Treasurers in the order designated by the Board of Directors or the Treasurer (or, if no such determination is made, in the order of their appointment) , shall have the authority and duties of the Treasurer. 10 . COMPENSATION. Officers shall receive such compensation for their services as may be authorized or ratified by the Board of Directors . Election or appointment of an officer shall not of itself create a contractual right to compensation for services performed as such officer. 12 ARTICLE V Indemnification 1 . DEFINITIONS . As used in this Article : A. "Corporation" includes any domestic or foreign entity that is a predecessor of the Corporation by reason of a merger or other transaction in which the predecessor' s existence ceased upon consummation of the transaction. B . "Director" means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation' s request as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan. A director is considered to be serving an employee benefit plan at the Corporation' s request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director. C. "Expenses" includes counsel fees . D. "Liability" means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses . E. "Official capacity" means, when used with respect to a director, the office of director in the Corporation and, when used with respect to a person other than a director as contemplated in Section V. 1 . (A) , the office in the Corporation held by the officer or the employment , fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the Corporation. "Official capacity" does not include service for any other domestic or foreign corporation or other person or employee benefit plan. F . "Party" includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding. G. "Proceeding" means any threatened, pending, or completed action, suit , or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal . 2 . AUTHORITY TO INDEMNIFY DIRECTORS . A. Except as provided in Section V. 2 . (D . ) , the Corporation may indemnify a person made a party to a proceeding 13 because the person is or was a director against liability incurred in the proceeding if : 1 . The persons conducted himself or herself in good faith; and 2 . The person reasonably believed: a. In the case of conduct in an official capacity with the Corporation, that his or her conduct was in the Corporation' s best interests; and b. In all other cases, that his or her conduct was at least not opposed to the Corporation' s best interests; and 3 . In the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful . B . A director' s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of section V. 2 . (A. ) (2 . ) (b. ) . A director' s conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of Section V. 2 . (A. ) (1 . ) . C. The termination of a proceeding by judgment , order, settlement , conviction, or upon a plea of nolo contendere or its equivalent is not , of itself, determinative that the director did not meet the standard of conduct described in this Section V. 2 . D. The Corporation may not indemnify a director under this Section V. 2 . : 1 . In connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or 2 . In connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived an improper personal benefit . E . Indemnification permitted under this Section V. 2 . in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding. 14 3 . MANDATORY INDEMNIFICATION OF DIRECTORS . The Corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the proceeding. 4 . ADVANCE OF EXPENSES TO DIRECTORS . A. The Corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if : 1 . The director furnishes to the Corporation a written affirmation of the director' s good faith belief that he or she has met the standard of conduct described in Section V. 2 . 2 . The director furnishes to the Corporation a written undertaking, executed personally, or on the director' s behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and 3 . A determination is made that the facts then known to those making the determination would not preclude indemnification under this Article . B . The undertaking required by Section V. 4 . (A. ) (2 . ) shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment . C. Determinations and authorizations of payments under this Section V. 4 . shall be made in the manner specified in Section V. 6 . 5 . COURT-ORDERED INDEMNIFICATION OF DIRECTORS . A director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner: A. If it determines that the director is entitled to mandatory indemnification under Section V. 3 . , the court shall order indemnification, in which case the court shall also order the Corporation to pay the director' s reasonable expenses incurred to obtain court-ordered indemnification. B . If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in Section V. 2 . (A. ) or was adjudged liable in the 15 circumstances described in Section V. 2 . (D. ) , the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in Section V. 2 . (D. ) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification. 6 . DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF DIRECTORS . A. The Corporation may not indemnify a director under Section V. 2 . unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section V. 2 . The Corporation shall not advance expenses to a director under Section V.4 . unless authorized in the specific case after the written affirmation and undertaking required by Section V.4 . (A. ) (1 . ) and V.4 _ (A. ) (2 . ) are received and the determination required by Section V. 4 . (A. (3 . ) has been made . B . The determination required by Section V. 6 . (A. ) shall be made : 1 . By the Board of Directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or 2 . If a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors designated by the Board of Directors, which committee shall consist of two (2) or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee . C. If a quorum cannot be obtained as contemplated in Section V. 6 . (B . ) (1 . ) , and a committee cannot be established under Section V. 6 . (B . ) (2 . ) if a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by Section V. 6 . (A. ) shall be made : 1 . By independent legal counsel selected by a vote of the Board of Directors or the committee in the manner specified in Section V. 6 . (B . ) (1 . ) or V. 6. (B. ) (2 . ) , or, if a quorum of the full Board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full Board of Directors; or 2 . By the Shareholders . 16 D. Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel . 7 . INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS . A. An officer is entitled to mandatory indemnification under Section V. 3 . and is entitled to apply for court-ordered indemnification under Section V. S . , in each case to the same extent as a director. B . The Corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the Corporation to the same extent as a director. C. The Corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent than is provided in these Bylaws, if not inconsistent with public policy, and if provided for by general or specific action of its Board of Directors or Shareholders or by contract . 8 . INSURANCE. The Corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Corporation, or who, while a director, officer, employee, fiduciary, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the Corporation would have power to indemnify the person against the same liability under Section V. 2 . , V. 3 . , or V. 7 . Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has an equity or any other interest through stock ownership or otherwise . 9 . NOTICE TO SHAREHOLDERS OF INDEMNIFICATION OF DIRECTOR. If the Corporation indemnifies or advances expenses to a director under this Article in connection with a proceeding by or in the right of the Corporation, the Corporation shall give written notice of the indemnification or advance to the Shareholders with or before the notice of the next Shareholders' meeting. If the next 17 shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the Shareholders at or before the time the first Shareholder signs a writing consenting to such action. ARTICLE VI Shares 1 . CERTIFICATES . Certificates representing shares of the capital stock of the Corporation shall be in such form as is approved by the Board of Directors and shall be signed by the chairman or vice chairman of the Board of Directors (if any) , or the President or any Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. All certificates shall be consecutively numbered, and the names of the owners, the number of shares, and the date of issue shall be entered on the books of the Corporation. Each certificate representing shares shall state upon its face : A. That the Corporation is organized under the laws of the State of Colorado; B . The name of the person to whom issued; C. The number and class of the shares and the designation of the series, if any, that the certificate represents; D. The par value, if any of each share represented by the certificate; E. Any restrictions imposed the Corporation upon the transfer of the shares represented by the certificate . 2 . FACSIMILE SIGNATURES . Where a certificate is signed: A. By a transfer agent other than the Corporation or its employee, or B. By a registrar other than the Corporation or its employee, any or all of the officers' signatures on the certificate required by Section VI . 1 . may be facsimile. If any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been placed upon, any certificate, shall cease to be such officer, transfer agent, or registrar, whether because of death, resignation, or otherwise, before the certificate is issued by the Corporation, it may nevertheless be issued by the Corporation with the same effect as if he or she were such officer, transfer agent , or registrar at the date of issue . 3 . TRANSFER OF SHARES . Transfers of shares shall be made on the books of the Corporation only upon presentation of the certificate or certificates representing such shares properly endorsed by the person or persons appearing upon the face of such certificate to be the owner, or accompanied by a proper transfer or assignment separate from the certificate, except as may otherwise be expressly provided by the statutes of the State of Colorado or by order of a court of competent jurisdiction. The officers or transfer agents of the Corporation may, in their discretion, require a signature guaranty before making any transfer. The Corporation shall be entitled to treat the person in whose name any shares are registered on its books as the owner of those shares for all purposes and shall not be bound to recognize any equitable or other claim or interest in the share on the part of any other person, whether or not the Corporation shall have notice of such claim or interest . 4 . SHARES HELD FOR ACCOUNT OF ANOTHER. The Board of Directors may adopt by resolution a procedure whereby a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons . The resolution shall set forth: A. The classification of Shareholders who may certify; B . The purpose or purposes for which the certification may be made; C. The form of certification and information to be contained herein; D. If the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or the closing of the stock transfer books within which the certification must be received by the Corporation; and E . Such other provisions with respect to the procedure as are deemed necessary or desirable . Upon receipt by the Corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the Shareholder making the certification. ARTICLE VII Miscellaneous 1 . CORPORATE SEAL. The Board of Directors may adopt a seal, circular in form and bearing the name of the Corporation and the words "SEAL" and "COLORADO, " which, when adopted, shall constitute the seal of the Corporation. The seal may be used by causing it or a facsimile of it to be impressed, affixed, manually reproduced, or rubber stamped with indelible ink. 2 . FISCAL YEAR. The Board of Directors may, by resolution, adopt a fiscal year for the Corporation. 19 3 . RECEIPT OF NOTICES BY THE CORPORATION. Notices, Shareholder writings consenting to action, and other documents or writings shall be deemed to have been received by the Corporation when they are received: A. At the registered office of the Corporation in the State of Colorado; B . At the principal office of the Corporation (as that office is designated in the most recent document filed by the Corporation with the Secretary of State for the State of Colorado designating a principal office) addressed to the attention of the Secretary of the Corporation; C. By the Secretary of the Corporation wherever the Secretary may be found; or D. By any other person authorized from time to time by the Board of Directors, the President, or the Secretary to receive such writings, wherever such person is found. : 4 . AMENDMENT OF BYLAWS . These Bylaws may at any time and from time to time be amended, supplemented, or repealed by the Board of Directors . THE UNDERSIGNED DIRECTORS have adopted the foregoing Bylaws as the initial Bylaws of J. Montes, Inc . , effective �,� I„ is-- , 1996 . I/J CYAL41- Jean to Montes 20 09-10-96 03:25PM FROM DILL, DILL & CARR TO 19703520242 P002/002 STATESik‘S%64 vPADO 187 DEPARTMENT OF STATE CERTIFICATE I, VICTORIA BUCKLEY, Secretary of State of the State of Colorado hereby certify that According to the records of this office J. METES, INC. (COLORADO CORPORATION) file # 961073717 was filed in this office on MAY 31, 1996, and has complied with the applicable provisions of the laws of the State of Colorado and on this date is in good standing and authorized and competent to transact business or to conduct its affairs within this state. Dated: SEPTEMBER 3, 1996 SECRETARY OF STATE ■ ■ SEP 10 ' 96 15: 20 3037773823 PAGE . 002 WELD COUNTY ATTORNEY'S OFFICE rap t 4 PHONE: (970) 356-4000, EXT. 4391 FAX: (970) 352-0242 915 TENTH STREET GREELEY, COLORADO 80632 lID C. October 22, 1996 COLORADO Dan Carr, Esq. Dill, Dill, Car, Stonbraker&Hutchings 455 Sherman Street, Suite 300 Denver. CO 80202 FACSIMILE: (303) 777-3823 RE: Proposed Resolution Approving Liquor License for J. Montes, Inc., d/b/a El Rodeo Nightclub Dear Dan: Enclosed is a proposed resolution approving the change of ownership request for J. Montes, Inc., d/b/a El Rodeo Nightclub. Please review the conditions set forth in the resolution and respond to me to let me know if those conditions as stated are agreed to by your client. If you should have any suggested changes to those conditions, please feel free to call me at(970)356-4000, extension 4390. If these conditions are agreeable as stated, please sign below and send the same to my office at: P.O. Box 1948, 915 10th Street, Greeley, CO 80632,and fax to me the signed letter at(970)352-0242. The Board of County Commissioners of Weld County has received the liquor license from the State of Colorado Department of Revenue. The Weld County license will be issued when the resolution is completed. If you should have any questions or comments regarding this letter or the enclosed, please feel free to call me at the number set forth above. Thank you for your attention to this matter. -Sint y � i ruce T. Bar er,1Weld County Attorney The conditions stated in the proposed resolution are agreed to by J. Montes, Inc.,d/b/a El Rodeo Nightclub. Dan Carr, Attorney for J. Montes, Inc., d/b/a El Rodeo Nightclub BTB/Im:Let/Carr pc Clerk to the Board 09-30-96 09:5PAM FROM DILL, DILL & CARR TO 19703520242 P002/003 DILL DILL CARR STONBRAKER & HUTCHINGS A PROFESSIONAL CORPORATION Daniel W.Carr John A Hutchings ATTORNEYS AT LAW John I.Coates Leslie Block Kaye H.Alan Dill Casey D.Pelson Robert A.Oil Jon Stonbraker Thomas M.Dunn Patrick D.Tooley September 30, 1996 Via fax: (970) 352-0242 Bruce Barker, Esq. County Attorney's Office 915 Tenth St. Greeley, CO 80632 RE: J. Montes, Inc. Dear Bruce: Attached please find the Agreement which has been executed by all parties. I believe this now satisfies all the requirements, and it is my understanding we are scheduled for hearing on the application of J. Montes, Inc. on Wednesday, October 2, 1996, at 9 :00 a.m. Sinc�eerr�e�lyy,, // edivi-A Daniel W. Carr DWC/scs Att. 455 SHERMAN STREET,SUITE 300/DENVER,COLORADO 80203/FAX(303)777-3823/(303)777-3737 SEP 30 ' 96 9 : 44 3037773823 PAGE . 002 09-30-96 09:50AM FROM DILL, DILL & CARR TO 19703520242 P003/003 SENT BY: 3-22-86 ; 4:12PM ; KINKO'S LOVELAND 90377798234 2/ 2 Agteemyrlt • THIS AGREEMENT is made and entered into between RODOLFO MONIES,party of tho first part,and JOSEA,.VILLALOBOS,CASINO GUERRERO,and EL CHIJBASCO,LLC,party oldie second part. FOR AND IN CONSIDERATION of the premises and covenants stated herein,parties do hereby • agree as follows: 1. Rodallb Mantes la the entrant owner of the real property at 3101 HWY I19,in Weld County, Colorado,and the assignee of Helm andlsarao Chavez of the lease dated February 21,1996 with Cabin Guerrero,Jose A Villabbos,and El Chubasco,LLC. 2. The parties hereby agree that the lease dated February 21,1996,and all extensions thereof shall terminate as of September 30,1996,and RI Chubasco,LLC shall surrender possession of the pianists at that time to the owner. 3. Monies agrees to accept the pranises in its current condition,and no further charges shall be made under the lease for cleaning,damage,rent,real property taxes,utilities,or any other obligation under the lease ageerna t 4. Mantes agrees to hold Gabiao Guerrero,Jose Vdlalobos,and El Chubasco.LLC hamiless from any further liability uader the lease to&len or Issum Chavez or any other person claiming any interest in the lease or the premises. 5. J.Mantes,Inc.agrees that he will purchase from El Chubasm,LLC all of its liquor,boa, inventory,supplies mid glassware. The parties agree that on September 30,1996 the parties will meet together at the proethcs,take an inventory,and pat a value oa the inventory mowing to the cost to El Qmbsco,LLC. This money will be paid to El Chubascer,LLC at such time as the Weld County Board of Commissioners issues a hmporay permit for tavern Sgtarlicenee to.1.Mantes,Inc. If a temporary permit is not asamd and approved within 14 days after September 30,1996,they El Chuhuco,LLC may talsu possession of the inventory,supplies and gh sswum and Monies will snake it available to El Chubasco, LLC upon demand. • • . •. ...• ':lM� .... b, Any moddloatian of this agreement shall be in writing and signed by all parties. OWNER/LANDLORD: TENANTS: � • EL CHUBASCO,LLC IbftelettPO MAn 912 4/, _` . .'� � Roddfo Mantes Data Ga inn Guerrero,Manage --Date • Jaw Villalobos,Manager Date %2. le ��b ooGnefrro Inch y U �� slrl 9 /91 Jose Villabboa,Individually Data • n-94s 19706693231 09-29-96 05:26PM P002 #36 SEP 30 ' 96 9: 45 3037773823 PPGE . 003 lt 1 '} t F �1 }1I )111P i is FOIP MI wrolnsRs u ERlr :'; "` • QOr11ntS AND THE rulers SNOW CONSULT sat gErotE atrUnO T•.BUSItVF&9MAW • • This kale.staled T.ely, t 4. I OQA —.it between Rmdp4 Tinmtww ,- anal J. Montag, Inc, wL°°d ' .. ----------- IS Tenant. In emmkbntiod mf the payment artaEtat and the TMdbrmante of the(*Yen and egreemeotaby the tenant set firth heacin. ncr famdlad does bent,lease in the Tenant the following describedpr mjmt situate in_ Tlni n a'nr Roads loth State of Colorado;the address of which b alnL . . Ewa (Long legal — please Bee attached) Said premine,with all the appurtenances,are loadd to the Thant from the date of. Sus until the date of Sepromba r 1S, 1497 at and for a rend for the full seem of g SA nn 0—a—=t iY 011vabk in mdlllhiy lea dimeMa ofs SA COO .— • .. • in admired,on the t rot day Breech calendar month during the term of this lease,payable tit_ ,— 60S 8, LOth, Loveland, CO 80537 • mad,a.r ..4 without notice, , THE I. Th'I'f tleha shall t r CONSIDERATION� py tb had,THE LEASING OF THE PREMISES AGREES AS FOLLOWS: 2. The Tenant swim the tapir:bn stoma lease,eoneankr de Omahas le at good 1 Cad Wan as when tht'Ibeune eocred the Menthes, ordinary wear and tar tempted,The Tenant shed bop all demand no end troand the promises tree and dear o(ke and sn wi hap the entire enerirr menial live fiom an liner,dirt,debris and obstructions and keep the promises In a elate and sanitary nondkion as ruednd by the, adiaecn oldie City and county in whale the properly it Aram. laedbricI..T e Thus shall not sublet any part of the premise;nor Srads the leas, any intern Swain.withoutthe eaters corn of the a. The Maud thin use the madam only u---lllght..Cluh Tie, sl'ig .pppTrascal) Indahnllua ago tit prepmtaeefa - laws dike United State,ey pie Stile ofCulaatq of of the ordinances of the dryer town hi which Lid tympani io4i ni prohibitedby the peneknersuffer any 41w*rtyaduct,noiseasSsancehae leukarytoannoyordisturbanyperonssmin:l4ngadjd.eitpuaianeither S. The stoma sba0 neither hold,not attempt to hold,the epyyer i Matins a Ins tocanonor progeny oaeatatedbr any attident.condit =o q,upon, n n and employees liabinPonguyigj rytlmits to,dehcth,widpg,the!nodded re cropping ortte plumbing or.en noon ma to,fin,or na suallch a eta 1,coed including,or ea,butall it limits i caused by insertional urea dam rots et annuity of Ow r.andtcrd.Notwitknandngnsew dot)the L.ndlad dmmayh have Brmwe t it pairdimly , of the mainu(nathe a ora ye;In the meet that the improramnt;upon themulltaAte danagadbythhene$;nand,reckidaibbrriimondoed got nomissio Tenant hold Landlord, agent;Invitees,leenxes or contractors,the Reset shall bear the Nil tat or royals a rnplacemeat.The T damage a to turd,weeny agents and their respeulre waesicn end aadpfis,hermits tad indemnified hint ail Injury,Inn,claims ai anypersnorproperlywhibtmthednmiscdpremsesoranyotherpartorLandhmlYproperty warning in any sow euteineeet'a budnng,wilds Is amalodld by as set nr emi on of Tenant,Ira empl a'eae,spate,invitees.Yeenaeen or eentraclon•The teamed is me responsible rot say derma or deaaydbn to Ns'Routs personal property. 6. The Minn shall neither permit as sulk said mesas,or the walls or floors thereof,to be endangered by overloading,nor said premien to be used rot any teurpose which would tender tie imam htaepe cold at gm ins ngem risk may hazardous.not make any 'licentious in or chump a am a sham mid pterada without Ant obtaining the written consent of stet Ian/lord. 1- The mien than obtain and hob in kg three,at Thnam'r apease,flea and liability immune,se rosy be reaoeemy required by the tabard.Ruud shall provide wan of wet heaeoce patio upon the I. fa'taun shall punk to Landlord to place a"Per Rem"sign Landlordakeisedd iiromiera al WI)link after silty MI)days before the end of ihtt kite. 9. The 7Ynact chill allowthe Landlord to peter upon the premise*tinny raaenabte hour. IT IS EXPRESSLY UNDERSTOOD AND AGREED RETWEzie LANDLORD AND TENANT AS Mien: • tit. 7T a Tenant shall be rasyrsattle for paying the Mowing: fl Eleotrie Oaias f]RV Xhlaaitorialdervtcrs Otter ukr Y19ewer zk71'ltryza f3RafumDial The f3landkrd 4 7rnus open to dear au the mrpmwrurents interior and exterior welts,door,ceiling,root►,sewer secessions,north*ithe hm,Including i but not limited's repair et theiri expellee sae, Us the met she Laatitdyd Y esperatbie for repair of the and lined to mod m Landlord arch at con the premise todaldeg[emir and the Landlord than be arcanea reasonable time thou to m lib to amity the Ltnmtrdefamy aaeatidoa apes the II. No assail,meta.,or Implied.k an t�kd a oyalime to ace he all said nts h nivel'°tan r l breech a default of any pee or mu of the agreements hereof shag I�e deemed a trken to he a 12. ]f,aflar the ex meucrNeaChotdeM1ult sir abn of this lama the Tenant shell remain In possession of the premise and emulous w ray roar without I w.itteeI earccnent as to NO poemdpn,gaga such tenancy Wall he regarded a a month4o4nonth tenancy,et a monthly r.'mal.alpine in advance, II equivalent to the lox mmmth's rem paid under tics knee,and subject to at the(semi and condklow otthb dean 13. it the prmisesarofMneo dany part perttt rent Lunderisnotpaid,thennetundtordmay,;wibwtbrineo ebaq and Snout temdndhti thison 1Wgatedb I . II Iondlmd may tout tent,:dins lachaipe d premiers and root the none far such rem,mod u such .rah chat and r5 trlWretamxy bra tagdred,pvYy reedit farehnarommto txplr so egcz,ixd 'cape muse l+ D ea rope sad aht'peeM shdlhe liahla nor ehr balemm°fa: is tense a._—until rho nth pasemof 14. The Landlmd aeknowkdgee peusipt era&peak in peamount o $ ixd kv l MNs tarn of,%.L lam oedantanraarellofritekrn i.uadtionssadconsenantesatidsleas.Theuedla�A`-- pMno rean default of this Ilseandabellsmuttothe7lmnr thy the helium.The'neantmaynotonly h endsocurerosyaa,ortlacershermm hens w the pork aaedoWa abylpttkpa apply the death haMntder to sloe aayrnaw efth. .. . . rent reaarwad Na.1a14.101w lA6 nlilniA4 wit .... .... . „. _... &s as Peigidena 1741 wain St.,Dent=,MO9202_Of3119L7tab-1.9d ' C�T� s3. .If din'fraud+lull is is arrow In Nyman of any butaIauat Vital,or any patine thereof.or In d• ault Oran atnemew set oath 1, and the deliryll'elutes apeoseuel lira enter'et then(3)days eller the default burattorr within mite or tweet Pali n la;lino tho Iaadlord(a)dc(I tle may,attic Landlord oodun,undertake any Mthe lb110W e'er(b)terminate the Tamil rigid to possenien of the ptrinJsee end Maker annddreptant theh pier due: °�, slrtohu(rbo r'.duredn Fort*flurry and Detainer gtawe,(N mover PI present and Altura dun mhw •e`en session i9larmiseted by a rpwn ufdeliWL wl tin m Y once,s I p and mix q fMlBigrkY M[he it a orldlar(ra,the T'as and ll evadytle regedy to rant De equity !anal tul;jle[to the Lan 4pirsl pe o(tlm term,dte 4 ntar Chdll be 1c.l a (ld!for Ave rant itt;uu.m IJ-IO�IV7.7.C.R S.I Ntllrh 4 tocu+Dol'atdf dladl duly Io rcdfipn¢wrh chmasys P may terminate Me TcoamS nonunionby Ibis rotbrmcq In the event ulwaut to epplien di law hue o10gtd9e aJg err myayl terming and Me Tcasae abo ''ted �W ai ril Lag Notice 0 Quit unthai�[�right to ct U Je sus to mina dte eaee,wrur, th. afdte 'l.mdtad pwpa1Y a Ihepram ten+nag be per ate'Inrm;aatrat dig 4w11um Nm1l hart.the Lladllit they mortalhoePrere what ��a'ed ill Miele or m pert by and me elu,aeata,erothereupry god If,to tdewje(pin iva ur premises are damaged hi soy drop,and the Ward nforms the hunt ft does Act dyk Landlord'tt, aj llM s d art 4 to mid minaie this le if the then atisham shell terminals ea abs dmworeach Injury.A the emu u(wch talnlnwdu IN Tan ant k pa�wf°eeaekhSimSNlrnn1110t![hisleysn. Of MO ;anal shall sot by is the for to l andlord:shall begraofad a license to ester thepromises'anew at ro snlnWo t surrender toremove a t:the legal s 908118181(11 and st stall act b0 and drolr not be wing for subsequent w laid event The Landkmld,sg hawr h eight times to+ommro h llace the any bat the right to Inamwii nsmll premises. ,damage or injury to the pmpeny to person of thet.lbuanl or not tjre and sear to pay lord rope ire thoninety ore within ses�n nlsely1 days,this nemshah centim :1Ytbu(ug and Mated lit Tenantshahn%bo my tined topalr.o In rem Itir any Mamie ofesid ninety(90)days Marine euwhleb the promisee are whole unliteminency. masonabk attorney?kin Ier to namtheoth,t the ter?+�'ar7itg 1a�it>ch dispute shrms of gjl en late titled, ddtilooh4�atber damages undir Thu lease,NO the mtma is Ill. In m the other 19. litho aver+Ma payvent my ment Mil at paid bythe tenantnot whale tau(t et day;¢ter nx payment ism dome,�Lu a+ga cog;to lee wm of 91 of me Tenant svrdviog a `d"tleranedmt or Mier inlay by nay gerentmvdtl A ThU Iran is right Whb h petin agency,all anh:ccds shall be Paid to the landlord',around',ow declare this lose ended,and an rights of Tatilth uaunt ;nnLnetd annum that hithe even the Termed hauo 21. The Meant and the Landlord further shall setmlayo and ctyao +'ley inaalvent the Landlord may sine • • This lease shall he suhadlnam to at misting god future nwrky mantle far the mantises.AU Bottom shall be in wshin and be rSollalif danvenrdormutbytintdanmalcutdanotherwinpmr{dedby taw,tothegeactdropatis.thulYtetmorvrovlti ?Fmk g peinva or unenforceable,the ee.0161ndea or this lease slid not be Premed ibemby and thrill bra valid end eutbnzuble to the t11 titan Thb lame shal only he nrodtaed ITe nsmem stoned by both lease invalitted by id twenasore lard'Sot.Warn need herein,the dogula:shag lndudethe plural, a dull he bindles on the parties.elt(ir personal representatives, }( Aapc_ Land7ard /AodolFo Mantes ban • TormtlefiiMontae s Inc. s r�?tt 1i1'1e ,4. 1a/1 bra paw For value recalled.I tusrantee the GUARANTEE late M)mad Mthe rent mad thepedhtmmw of the eaMmnacts and agrrememe by the lane!in the within • Siivti '- .. ..- f1S51CNM(iNT AM]ACfl lANCE t).: Magid ell right,Mk sad items in and to the within lane to_ —.__ -_� enWor mime,the heirs attestors and snips uf the the term understanding and the hall pay and ment Mfur mot YemendamWepert max Mail the covenants and eeeemntThatsheylitnrrxhgp seidndahleto. igilOr win pa the and folly perform the tt mane and greemeats in cam the vet alb donfawd In l in eutid leaseo by lit bent.'fhaasd agrcv le make ell the payments and paformell rho covenants vtd agrxmordta contained in the leeassee and agreed to lby heT knee t. -... CONSENT OF ASSIGNMENTpole Coesend to the std&utaat of Mc*think*to_Iehe costal to auWoaehtof c think elm the -. • __ttwenant]en an pan of the ham as herein mentioned,a UM further oral able Cur rigmid ten Pryaa`ut ofthn re land miser,o an(Nth( mat.Mull be mace without further written*cement gnmem of mid tearer auh,lritlsg oY, premises,a any pan • e�aaum M LANDLORD'S ASSIGNMENT i»: la cotakkuadoa Moue Millar,in hand paid I hereby maim to_ ----�-----my Lotemu in the within lease,and{hr rant therein nerved. •a► Da; kIYtIPy.t 11�4.rrj� 1-,. 1 t�hi4v p yyI S a . : Y ( a • THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE Mgt is CONSULT LEGAL COUNSEL BEFORE SIGNING BUSINESS LEASE This lease,dated To ly 19, 1996 ,is between Rndel fn Montns ,as Landlord, J. Montes, Inc. and ,as Tcnant. In consideration lithe payment of the rent and the performance ofthe covenants and agreements by the Tenant set forth herein, the Landlord does hereby lease to the Tenant the following described premises situate in 11n1 nrnrpnrated Wpld County,in the State of Colorado;the address of which is 11(11 Hi ghuny 119, I mignon t, CO RO SO4 Ympenr Amor. (Long legal - please see attached) Law psngan Said premises,with all the appurtenances,are leased to the Tenant from the date of Saptnmhe r 1 S- 1996 until the date of Soptamhar 16, 1997 at and for a rental for the full term off 56 OOO nnnually payable in monthly installments of$ Si 500 in advance,on the Est day of each calendar month during the term of this lease,payable at 605 E. 10th, Loveland, CO 80537 ,without notice. Amen THE TENANT,IN CONSIDERATION OF THE LEASING OF THE PREMISES AGREES AS FOLLOWS: I. The Tenant shall pay the rent for the premises above described. 2.The Tenant shall,at expiration of this lease,surrender the premises in as good a condition as when the Tenant entered the premises, ordinary wear and tear excepted.The Tenant shall keep all sidewalks on and around the premises free and clear of ice and snow;keep the entire exterior premises free from all litter,din,debris and obstructions;and keep the premises in a clean and sanitary condition as required by the ordinances of the city and county in which the property is situate. 3.The Tenant shall not sublet any part of the premises,nor assign the lease,or any interest therein,without the written consent of the Landlord. 4. The Tenant shall use the premises only at Night el oh wi fh liquor 1lrense (suhjerI ro li cans ing npprown1) and shall not use the premises for any purposes prohibited by the laws of the United States or the State of Colorado.or of the ordinances of the city or town in which said premises are located,and shall neither permit nor suffer any disorderly conduct,noise or nuisance having a tendency to annoy or disturb any persons occupying adjacent premises. 5. The Tenant shall neither hold,nor attempt to hold,the landlord,its agents,contractors and employees.liable for any injury,damage, claims or loss to person or property occasioned by any accident,condition or casualty to,upon,or about the premises including,but not limited to,defective wiring,the breaking or stopping of the plumbing or sewage upon the premises,unless such accident,condition or casualty is directly caused by intentional or reckless acts or omission of the Landlord.Notwithstanding any duty the Landlord may have hereunder to repair or maintain the premises,in the event hatthe improvements upon the premises are damaged by the negligent,reckless or intentional act or omission of the Tenant or any employees,agents.invitees,licensees or contractors,the Tenant shall bear the full cost of such repair or replacement.The Tenant shall hold landlord,Landlord's agents and their respective successors and assigns,harmless and indemnified from all injury,loss,claims or damage to any person or property while on the demised premises or any other part of landlord's property,or arising in any way out ofTenant's business,which is occasioned by an act or omission of Tenant,its employees.agents.invitees,licensees or contractors.The Landlord is not responsible for any damage or destruction to the Tenant's personal property. 6. The Tenant shall neither permit nor surfer said premises.or the walls or floors thereof,to be endangered by overloading,nor said premises to be used for any purpose which would render the insurance thereon void or the insurance risk more hazardous,nor make any alterations in or changes in,upon,or about said premises without first obtaining the written consent of the landlord. 7. The Tenant shall obtain and keep in full force,at Tenant's expense,fire and liability insurance as may be reasonably required by the Landlord.Tenant shall provide copies of such insurance policies upon the landlord's request. 8. The Tenant shall permit the Landlord to place a"For Rent"sign upon the leased premises at any time after sixty(60)days before the end of this lease. 9.The Tenant shall allow the Landlord to enter upon the premises at any reasonable hour. IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN LANDLORD AND TENANT AS FOLLOWS: 10. The Tenant shall be responsible for paying the following: DQlectric t]eGas [M'ater 41 Sewer Ill Phone Refuse Disposal Llanitorial Services ❑Other nla The ❑Landlord ❑Tenant agrees to keep all the improvements upon the premises,including but not limited to,structural components, interior and exterior walls,floors,ceiling,roofs,sewer connections,plumbing.wiring and glass in good maintenance and repair at their expense. In the event the Landlord is responsible for repair of the premises,the Tenant shall be obliged to notify the Landlord of any condition upon the premises requiring repair and the Landlord shall be provided a reasonable time to accomplish said.repair. 11. No assent,express or implied,to any breach or default of any one or more of the agreements hereof shall be deemed or taken to be a waiver of any succeeding or other breach or default. 12. If,after the expiration of this lease,the Tenant shall remain in possession of the premises and continue to pay rent without a written agreement as to such possession,then such tenancy shall be regarded as a month-to-month tenancy,at a monthly rental,payable in advance. equivalent to the last month's rent paid under this lease,and subject to all the terms and conditions of this lease. U. If the premises are left vacant and any part of the rent reserved hereunder is not paid,then the Landlord may,without being obligated to do so,and without terminating this lease,retake possession of the said premises and rent the same fur such rent,and upon such conditions as the Landlord may think best,making such changes and repairs as may be required,giving credit for the amount of rent so received less all expenses of such changes and repairs,and the Tenant shall be liable for the balance of the rent herein reserved until the expiration of the term of this lease. 14. The landlord acknowledges receipt ofa deposit in the amount off n/a to be held by the Landlord for the faithful performance of all of the terms,conditions and convenants of this lease The Landlord may apply the deposit to cure any default under the terms of this lease and shall account to the Tenant for the balance.The'Tenant may not apply the deposit hereunder to the payment of the rent reserved hereunder or the performance of other obligations. Na 1044.Rev.1-96. BUSINESS LEASE `'S) Bradford Publishing,1143 Waste St.,Dearth CO 10202—(303)292-2500—1.96 Copyright 1985 The printed portions of this form approved by the Colorado Real Estate Commission(NTD 81-11-83) IF TINS FORM IS USED IN A CONSUMER CREDIT TRANSACTION,CONSULT LEGAL COUNSEL,, TILLS IS A LEGAL INSTRUMENT,IF NOT UNDERSTOOD,LEGAL,TAR GA OTHER COUNSEL SHOULD BE CONSULTED BEFORE SIGNING. PROMISSORY NOTE u.s.5 260.000.00 LONGMONT ,Colorado Dated: May 17. 1996 1. FOR VALUE RECEIVED,the undersigned(Borrower)promi.e(s)to pay HELEN CHAVEZ AND ISAURO CHAVEZ ea joint tenants or order,(Notch)the principal rum of TWO HUNDRED SIXTY THOUSAND & 00/100 U.S.Dollars,with interest on the unpaid principal balance from May 17 , 1996 ,until paid,at the rate of 10.000 percent per annum. Principal and interest shall be payable at 800 ELLIOTT STREET. LONGMONT. CO R0501 ,or such other place as the Note Holder may designate,in 108 payments of THREE THOUSAND SIX HUNDRED SIXTY & 45/100 Dollars (U.S.S 3.660,45 ), due on the 1ST day of each MONTH ,begisuting July 01 , 1996 . Such payments shall continue until the entire indebtedness evidenced by this Note is fully paid; provided, however, if not sooner paid, the entire principal amount outstanding and accrued interest thereon, shall be due and payable on June 01 . 2005 2. Borrower shall pay to the Note Holder a late charge of 5 %of any payment not received by the Note Holder within 5 dayt after the payment is due. 3. Payments received for application to this Note shall be applied fun to the payment of late charges,if any,second to the payment of accrued interest at din rate specified below,if any,third,to accrued interest first specified above,and the balance applied in reduction of the principal amount hereof. 4. If any payment required by this Note is not paid when due, or if any default under any Deed of Trust securing this Nom occurs,the entire principal amount outstanding and accrued interest thereon shall at once become due and payable at the option of the Note Holder(Acceleration);and the indcbtednew shall bear interest at the rate of 18,OD percent per annum from the date of default. The Note Holder shall be entitled to collect all reasonable coin and expenses of collection and/or suit,including,but not limited to reasonable altomeye fees. 5. Borrower may prepay the principal amount outstanding under this Note,in whole or in pan,at any time without penalty except Any partial prepayment Wall be applied agairst the principal amount outstanding and than not postpone the due date of any subsequent payments or change the amount of such payments. 6. Borrower and all other makers, sureties,guarantor'',and endorsers hereby waive presentment,notice of dishonor and protest,and they hereby agree to any extensions of time of payment and partial payments before,at,or after maturity. This Note shall be the joint and several obligation of Borrower and all other makers,sureties,guarantors end endorsers,and their successors and assigns. 7. Any notice to Borrower provided for in this Note shall be in writing and shall be given and be effective upon(I)delivery to Borrower or(2)mailing such notice by first-claw U.S.mail,addressed to Borrower at the Borrower's ddress mad below,or to such other address as Borrower may designate by notice to the Note Holder. Any notice to the Note Holder shall be in writing and shall be given and be effective upon(I)delivery to Note Holder or (2)by mailing such notice by first-class U.S.mail,to the Note Holder at the addren stated in the lint paragraph of this Note,or to such other address as Note Holder may designate by notice to Borrower. 8. The indebtedness evidenced by this Note is secured by a Deed of Trust dated Hay 17 1996 ,and until released said Deed of Trust contains additional nights of the Note Holder. Such rights may cause Acceleration of the indabtednesa evidenced by this Note. Reference is made to mid Deed of Tsai for such additional terns. Such Deed of Trust grads tights in the propeny identified as follows: I'ropeny Address: 3101 HWY 119 r LONGMONT, CO 80504 /� (CAUTION: SIGN ORIGINAL NOTE ONLY/RETAIN COPY) i< nf/t, l cn SCA-O cAQ s RODOLFO MONTES Borrowers Address: 105 E. 10TH STREET LOVELAND, CO 80537 KEEP THIS NOTE IN A SAFE PLACE THE ORIGINAL OP nos NOTE MUST BE EXHIBITED TO THE PUBLIC TRUSTEE IN ORDER TO RUI PACE A DEED 01'TRUST SECURING THIS NOTE Fa No.35074294 Steuwt Tide of Dena,Inc. No.MID 51-11413 Itaduory Note NOTE AND DEED OF TRUST INSTRUCTIONS The following information is furnished to STEWART TITLE OF DENVER INC. by the undersigned for preparation of a Promissory Note and Deed of Trust in connection with the Contact to Buy and Sell Real Estate dated May 09, 1996 by and between HELEN CHAVEZ AND ISAURO CHAVEZ seller(s)and RODOLPO MONTES purchaser(s)regarding the sale of the property known as 3101 HWY 119, LONOMONT, CO 80504 STEWART TITLE has been provided the information contained herein to complete a Promissory Note and Deed of Trust and shall not be liable for the sufficiency of such information. Note is secured by a First Y Second Third Deed of Trust(check one) Note Amount: $ 260,000.00 Interest Rate: 10 Interest shall begin to accrue on May 17, 1996 (date). Payment Amount: S 3,660.45 Payments are due on the 1ST day of each MONTH beginning July 01, 1996 with the entire outstanding principal balance and accrued interest due June 01, 2005 The late charge shall be 5 %of payment after 5 days. Prepayment penalty: N/A • The indebtedness shall bear interest at the increased rate of 18.00 %per annum from date of Notice of Acceleration is given(default rate),(if applicable). The payment of all other sums, paragraph 2B of Deed of Trust, shall provide for interest at the rate of %per annum. Paragraph 23 of Deed of Trust regarding collection of escrow funds: shall apply No shall not apply NO The form of Promissory Note to be used is: (check one) ( ) Promissory Note-NTD 81-11-83 (I ) Promissory Note-NTD 82-3-95 The form of Deed of Trust to be used is(check one) ( ) Deed of Trust-TD 72-11-83(Due on Transfer-Strict) ( ) Deed of Trust-TD 73-11-83(Due on Transfer-Creditworthy Restriction) ( ) Deed of Trust-TD 74-I1-83(Assumable- loot Due on Sale) Beneficiary: HELEN CHAVEZ AND ISAURO CHAVEZ as Joint Tenants I Tenants in Common (check one) Payment to be mailed to: HELEN CHAVEZ AND ISAURO CHAVEZ 800 ELLIOTT STREET LONOMONT, CO 80501 Borrowers Mailing Address: 105 E. 10TH STREET LOVELAND, CO 80537 Additional Information: Dated this 17TH day of May, 1996 moms Lender Borrower Lender C Borrower Listino Broker and for A,rnr Lisa • The printed pad^m of this lam approved by the Colorado Real pale CmmWlm 01)72.1143) W TIDS FORM IS USED IN A CONSUMER CREDIT TRANSACTION.CONSULT LEGAL COUNSEL. THIS IS A LEGAL INSTRUMENT.IF NOT UNDERSTOOD,',CAL,TAY OR OTHER COUNSEL SHOULD aE CONSULTED REVOKE SIGNING. DEED OF TRUST (Due on Transfer-Strict) THIS DEED OF TRUST is made this 17th day of Nay , 1996 ,between RODOLFO MONTES (Borrower), whose address is 105 E. 10TH STREET LOVELAND, CO 80537 and the Public Trustee of the County in which the Property(see paragraph I)is situated(Trustee);for the benefit of HELEN CHAVEZ AND ISAURO CHAVEZ, as joint tenants (Lender),whose address is 800 ELLIOTT STREET, LONGMONT, CO 80501 Borrower and Lender covenant and agree as follows: 1.Property in Trust. Borrower,in consideration of the indebtedness herein recited and the trust herein created,hereby grants and conveys to Trustee in trust,with power of sale,the following described property located in the County of WELD State of Colorado: • which has the address of 3101 HWY 119„ LONGMONT, CO 80504 (Property Address),together with all its appurtenances(Property). 2.Note;Other Obligations Secured. This Deed of Trust is given to secure to Lender: A.the repayment of the indebtedness evidenced by Borrower's note(Note)dated May 17, 1996 in the principal sum of TWO HUNDRED SIITY THOUSAND & 00/100 U.S.Dollars,with interest on the unpaid principal balance from May 17, 1996 ,until paid,at the rate of 10.000 percent per annum,with principal and interest payable at 800 ELLIOTT STREET, LONGMONT, CO 80501 or such other place as the Lender may designate,in 108 payments of THREE THOUSAND SIX HUNDRED SIXTY 6 45/100 Dollars(U.S.$ 3,660.45 )due on the 1ST day of each MONTH beginning July 01, 1996 ;such payments to continue until the entire indebtedness evidenced by said Note is fully paid;however,if not sooner paid,the entire principal amount outstanding and accrued interest thereon,shall be due and payable on June 01, 2005 and Borrower is to pay to Lender a late charge of 5 %of any payment not received by the Lender within 5 days after payment is due;and Borrower has the right to prepay the principal amount outstanding under said Note,in whole or in part,at any time without penalty except N/A B.the payment of all other sums,with interest thereon at %per annum,disbursed by Lender in accordance with this Deed of Trust to protect the security of this Deed of Trust;and C.the performance of the covenants and agreements of Borrower herein contained. 3.Title. Borrower covenants that Borrower owns and her the right to grant and convey the Property,and warrants title to the same, subject to general real estate taxes for the current year,easements of record or In existence,and recorded declarations, restrictions,reservations and covenants,if any,as of this date and except 4.Payment of Principal and Interest. Borrower shall promptly pay when due the principal of and interest on the indebtedness evidenced by the Note,and late charges as provided in the Note and shall perform all of Borrower's other covenants contained in the Note. 5.Application of Payments.All payments received by Lender under the terms hereof shall be applied by Lender first in payment of amounts due pursuant to paragraph 23(Escrow Funds for Taxes and Insurance),then to amounts disbursed by Lender pursuant to paragraph 9(Protection of Lenders Security),and the balance in accordance with the terms and conditions of the Note. File No.35074194 Stews Tide or aaulda,4r. No.1D 91.1183 Deed of Truss(Due m Tnwra-cuts) _ w 6. Prior Mortgages and Deeds of Trust;Charges;liens. Borrower shall perform all of Borrower's obligations under my prior dad of smut and any other prior Bens. Borrower shall pay all taxes, es mnca,and other charges, fines and impositions attributable to the Property which may have or attain a priority over this Deed of Trost, and leasehold payments or ground mats, if any,in the manner set out in paragraph 23(Escrow Funds for Taxes and Insurance)or, if not required to be paid in such manner, by Borrower nuking payment when due, directly to the payee thereof. Despite the foregoing, Borrower shall not be required to make payments otherwise repriced by this paragraph If Borrower,after notice to Lander,shall in good faith coated such obligation by, or defend enforcement of such obligation in,legal proceedings which operate to prevent the enforcement of the obligation or forfeiture of the Property or any part thereof,only upon Borrower making all such contested payments and other payments as ordered by the court to the registry of the court in which such proceedings arc filed. 2. Property Insurance. Borrower shall keep the improvements now existing or hereafter petted on the Property insured against loss by fire or hazards included within the term 'extended coverage'in an amount at lean equal to the lesser of(I)the insurable value of the Property or(2)an amount sufficient to pay the sums secured by this Deed of Trust as well as any prior encumbrances on the Property. All of the foregoing shall be known as'Property Insurance'. The insurance earner providing the insurance shall be qualified to write Property Insurance in Colorado and shall be chosen by Borrower subject to Lender's right to reject the chosen carrier for reasonable cause. All insurance policies and renewals thereof cull include a stand- ard mortgage clause in favor of Lender,and shall provide that the insurance carrier shall notify Lender at least len(10)days before cancel- lation,termination or any material change of coverage. Insurance policies sell be furnished to Lender at or before closing. Lender sail have the right to hold the policies and renewals thereof. In the event of lose,Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of lots if not nude promptly by Borrower. Insurance proceeds shall be applied to restoration or repair of the Property damaged,provided such restoration or repair is economically feasible and the security of this Deed of Trust is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Deed of Trust would be impaired, the inurance proceeds shall be applied to the sums secured by this Deed of Trust,with the excess, if any, paid to Borrower. if the Property is abandoned by Borrower,or if Borrower fails to respond to Lender within 30 days from the date notice is given in accordance with paragraph 16 (Notice)by lender to Borrower that the insurance carrier offers to settle a claim for insurance benefits, Lender is authorized to collect and apply the insurance proceeds, at Lender's option, either to restoration or repair of the Property or to the sums secured by this Deed of Trust. Any such application of proceed,to principal shall not extend or postpone the due date of the installments referred to in paragraphs 4 (Payment of Principal and Interest)and 23(Escrow Funds to Taxes and Insurance)or change the amount of such installments. Notwithstanding anything herein to the contrary,if under paragraph 18(Acceleration;Foreclosure;Other Rcnwliea)the Property is acquired by Lender, all right, tide and interest of Borrower in and to any insurance policies and in and to the proceeds thereof resulting from damage to the Property prior to the salt or acquisition shall pan to Lender tithe extent of die sums secured by this Deed of Trost immediately prior to such sale or acquisition. All of the rights of Borrower and Lender hereunder with respect to insurance carriers, insurance policies and insurance proceeds are • subject to the rights of any holder of a prior deed of was with respect to said insurance caries,policies and proceeds. 8. Preservation and Maintenance of Property. Borrower shall keep the Property in good repair and shall not commit wane or permit permit impairment or deterioration of the Property and shall comply with the provisions of any lease If this Deed of Trust Is on a leasehold. Borrower cull perform all of Borrower's obligation.under any declmtions, covenants, by-laws, rules,or other documents governing the use,ownership or occupancy of the Property. 9. Protection of Lender's Security. Except when Borrower has exercised Borrower's rights under paragraph 6 above,if the Borrower fails to perform the covenants and agreements contained in this Deed of Troll, or ifa default occurs in a prior lion, or if any action or proceeding is conunenced which materially affects Lender's interest in the Property,then Lender, at Lender's option, with notice to Borrower if required by law,may mak:such appearances,disburse such unu end take such actions as is necessary to protect Lender's interest,including, but not limited to,disbursement of rateable sUomey'a fees end entry upon the Property to make repairs.Borrower (hereby assigns to Lender any right Borrower may have by reason of soy prior encumbrance on the Properly or by law or othewsc to cure any default under said prior encumbrance. Any amounts disbursed by Lender outward to this paragraph 9, with interest thereon, shall become additional indebtedness of Borrower secured by this Deed of Trust. Such announta shall be payable upon node's from Lender to Borrower requesting payment thecof, and Lender may bring suit to collect any amounts so disbursed plus interest specified in paragraph 2B(Note;Other Obligations Secured). Nothing contained in this paragraph 9 shall require Lender to incur any expense or take any action hereunder. 10. Inspection. Lender may make or cause to be made reasonable entries upon and inspection of the Property,provided that Lender shall give Borrower notice prior to any such inspection specifying reasonable cause therefor elated to lender's interest in the Property. II. Condemnation. The proceeds of any award or claim for damages,direct or consequential,in connection with any condemnation or other taking of the Property, or pen thereof, or for conveyance in lieu of condemnation, am hereby assigned and shall be paid to Lender as herein provided. However,all of the rights of Borrower and Lender hereunder with respect to such proceeds are subject to Usc rights of any holder of a prior deed of trust. In the event of a teal taking of the Property,the proceeds shall be applied to the sums secured by this Deed of Trust,with the excess, if ray, paid to Borrower. In the event of a partial taking of the Property,the proceeds remaining after taking out any pan of the sward due any prior lien holder(net award)shall be divided between Lender and Borrower,in the sane ratio as the amount of the sums secured by this Deed of Trust immediately prior to the date of taking bean to Borrower's equity in the Property immediately prior to the date of taking. Borrower's equity in the Property mum the fair market value of the Property less the amount of unu secured by both dais Deed of Trost and all prior liens (except taxes)that are to receive any of the award,all at the value immediately prior to the date of taking. If the Property is abandoned by Borrower,or if,after notice by Lender to Borrower that the condemnor offer,to make an award or settle a claim for damages,Borrower fats to respond to Lender within 30 days after the date such notice is given,Lender is authorized to collect and apply the proceeds,at Lender's option,either to restoration or repair of the Property or to the sums secured by this Deed of True. Any such application of proceeds to principal shall not extend or postpone the due date of the installments referred to in paragraphs 4 (Payment of Principal end Interest)and 23(Escrow Funds for Taxes and Insurance)nor change the amount of such installments. 12. Borrower Not Released. Extension of the time for payment or modification of amortization of the ems secured by this Deed of Trost granted by Lender to any successor in interest of Borrower shall rot operate to release,in any manner,the liability of the original Borrower,nor Borrower's successor*in interest,from the original urns of this Deed of Trust.Lender shall not be required to commence proceedings against such successor or refuse to emend time for payment or otherewise modify amortization of the sums secured by this Deed of Trust by reason of any demand made by the original Borrower nor Borrower's successors in interest. 13. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy hereunder,or otherwise afforded by law,shall not be a waiver or preclude the exercise of any such right or remedy. 14. Remedies Cumulative. Each remedy provided in the Note and this Deed of Trust is distinct from and cumulative to all other rights or remedies under the Note and this Deed of Trutt or afforded by law or equity,and may be exercised concurrently,independently successiv ely. or IS. Successors and Assigns Bound; Joint and Several Liability; Captions. The covenants and agreements herein contained shall bind,and the rights hereunder shall insure to, the respective successors and assigns of Lender and Borrower,subject to the provisions of paragraph 24(Transfer of the Property;Assumption). All covenants and agreements of Borrower sell be joint and several. The captions and headings of the paragraphs in this Dad of Trost are for convenience only and are not to be used in interpret or define the provisions hereof. 16. Notice. Except for any notice required by law to be given in another manner,(a) any notice to Borrower provided for in this Deed of Trost shall be in writing and shall be given and be effective upon(I)delivery to Borrower or(2)mailing such notice by fiaclass U.S.nail,addraased to Borrower at Borrower's address stated herein or at such other address at Borrower may designate by notice to Lender as provided herein,and(b)any notice to Lender shall be in writing and sell be given and be effective upon(I)delivery to Lender Of(2)mailing such notice by BIN-class U.S.mail, to Lender's address ated herein or to such other address as Lender may designate by notice to Borrower as provided herein. Any notice provided for in this Deed of Trust shell be deemed to have been given to Borrower or Lender when given in any manner designated heroin. I]. Governing Law;Severebility. The Note and this Deed of Trost shell be governed by the law of Colorado. In the event that any provision or clause of this Deed of Trost or the Note conflicts with the law, such conflict shall not affect other provisions of the Deed of Trust or the NOW which can be given effect without the conflicting provision,and to this end the provisions of the Deed of Trust and Note are declared to be severable. 1ge2 • 18. Acceleration;Foreclosure;Other Remedies. Except as provided in paragraph 24 (Transfer of tee Properly;Assumption), upon Borrower's breach of any covenant or agreement of Borrower in this Deed ofTaat, or upon default in a prior lien upon the Property, (unless Borrower has exercised Borrower's rights under paragraph 6 above). at Lender's option, all of the sums secured by this Deed of Trust shall be immediately due end payable (Acceleration). To exercise this option, Lender may invoke the power of sale and any other remedies permitted by law. Lender shall be entitled to collect all reasonable costa and expenses incurred in pursuing the remedies provided in this Deed of Trust,including,but not limited to,reasonable aeorncy's fees. If Lender invokes the power of sale, Lender shall given written notice to Trustee of such election. Trustee shall give such notice to Borrower of Borrower's rights as is provided by law. Trustee shall record a copy of such notice as required by law, Trustee shall advertise the time and place of the rule of the Property,for not less than four weeks in a newspaper of general circulation in each county in which the Property is situated, and shall mail copies of such notice of sale to Borrower and other persons as prescribed by law. After the%pm of such tune as may be required by law, Trustee,without demand on Borrower, shall sell the Property at public auction to the highest bidder for cash at the time and place(which may be on the Property or any part thereof as permitted by law)in one or more parcel as Trustee may think best and N such order as Trustee may determine. Lender or Lender's designee may purchase the Property at any sale. It shall not be obligatory upon the purchaser at any such ale to ere to the application of the purchase money. Trustee shall apply the proceeds of the sale in the following order: (a)to all reasonable costs and expenses of the sale,including,but not'sloshed to,reasonable Trustee's and stomcy's found cats of title evidence;(b)to all sums secured by this Deed of Trod;and(c)the excess,if any,to the person or persons legally entitled thereto. 19. Borrower's Right to Curt Default. Whenever foreclosure is commenced for nonpayment of any sums due hereunder,the owners of the Property or parties liable hereon shall be entitled to cure mid defaults by paying all delinquent principal and interest payment/ due as of the date of cure, costs, expenses, late charges, attorney's fees and other fees all in the manner provided by law. Upon such payment, this Deed of Trust and the obligations secured hereby shall remain in full forte and effect a though no Acceleration had occurred,and the foreclosure proceedings shall be discontinued. 20. Assignment of Rents; Appointment of Receiver, Lender in Possession. As additional security hereunder, Borrower hereby signs to Lender the rents of the Property; however, Borrower shall, prior to Acceleration under paragraph Ill(Acceleration; Foreclosure;Other Remedies) or abandonment of the Property, have the right to collect and retain such rants as they become due and payable. Lender or the holder of the Trustee', certificate of purchase Wall be entitled to a receiver for the Property after Acceleration under paragraph 18 (Acceleration; Foreclosure; Other Remedies), and Wall also be so entitled during the time covered by foreclosure proceedings and the period of redemption,if any: and shall be entitled thereto as a matter of right without regard to the solvency or insolvency of Borrower or of the then owner of the Property, and without regard to the value thereof. Such receiver may be appointed by any Coen of competent jurisdiction upon ex pane application and without notice-notice being hereby expressly waived. • Upon Acceleration under paragraph 18 (Acceleration; Foreclosure; Other Remedies) or abandonment of the Property,Lender,in person,by agent or by judicially-appointed receiver, shall be entitled to enter upon, take possession of and manage the Property and to collect the rents of the Property including those past due. All rams collected by Lender or the receiver shall be applied,first,to payment of the costs of preservation and management of the Property, second, to payments due upon prior liens, and then to the sums secured by this Deed of Trust. Lender and the receiver shall be liable to account only for those rents actually received. 21. Release. Upon payment of all rums secured by this Deed of Trust, Lender shall cause Trustee to release this Deed of Trust and Wall produce for Trustee the Note. Borrower Pull pay all cow of recordation and sell pay the statutory Trustee's fees. If Lender shall not produce the Note as aforesaid, then Lender, upon notice in accordance with paragraph 16(Notice) from Borrower to Lender,shall obtain, at Lender's expense,and file any lost(nswment bond required by Trance or pay the coot thereof to effect the release of this Deed of Trust. 22. Waiver of Exemptions. Borrower hereby waives all right of homestead and any other exemption in the Property under state or federal law presently existing or hereafter enacted. 23. Escrow Funds for Taxes nd Insurance. Thu paragraph 23 is not applicable if Funds as defined below as being paid pursuant toe prior encumbrance. Subject to applicable law, Borrower shall pay to Lender on roach day Installments of principal and interval intere art topayable under the Note, until the Note is paid in full, a sum (herein referred to as'Funds') equal a a of the yearly taxes and assessments which may attain priority over this Deed of Trust, plus IVa of yearly premium iaallnana for Property Insurance, all as reasonable estimated initially and from time to time by Lender on the basis of assessntenu and bills sad reasonable cnimales thereof,taking into account any excess Funds test used or shortages. '11c principal of the Funds shall be held in a separate account by the Lender in oust fur the benefit of the Borrower and deposited in an institution the deposits or accounts of which are insured or guaranteed by a federal or state agency. Lender shall apply the Funds to pay said taxes, a y ants and insolence premiums. Lender may not charge for w holding and applying the Funds.analyzing said account or verifying and compiling said assessments and bills. Lender shall not be required to pay Borrower any interest or comings on the Funds. Lender Wall give to Borrower,without charge,an annual accounting of the Funds showing erdiu and debits to the Funds and the purpose for which each debit to the Funds was made. The Funds are pledged as additional security for the sums secured by this Deed of Trost. If the amount of the Funds held by Lender shall not be sufficient to pay axes, assessmenu and insurance premiums as they fall due, Burrower shall pay to Lender any amount necessary to make up the deficiency within 30 days from the date notice is given in aceonlance with paragraph 16(Notice)by Lender to Borrower requesting payment thereof. Upon payment in full of all sums secured by this Deed of Trust, Ieder shall simuluoeeusly refund to Borrower any Funds held by Lender. If under paragraph 18(Acceleration;Foreclosure;Other Remedies) the Property is sold or the Property is otherwise acquired by Lender, Lender shall apply,no later than Immediately prior to the sale of the Property or its acquisition by Lender,whichever occurs first, any Funds held by Lender at the time of application sea credit against the sums secured by this Deed of Trust. 24. Transfer of the Property; Assumption. The following events shall be referred to herein as a'Transfer';0)a transfer or convcyaae of lithe (or any portion thereof,legal or equitable)of the Properly (or any part thereof or interest therein),(ii)the execution of a contract or agreement creating a right to title (or any portion thereof,legal or equitable) in the Property(or pan thereof or interest therein),(iii)or an agreement granting a possessory right in the Property(or any portion thereof),in excess of Neu(3)years,(iv)a sale or transfer of, or the execution of a contract or agreement creating a right to acquire or eceise,snore than filly percent(50%)of the controlling interest or more than fifty percent (50%) of the beneficial interest in the Borrower, (v)the eorganization,liquidation or dissolution of the Borrower. Not to be included as a Transfer are (i)the creation of a lien or encumbrance subordinate to this Deed of Too,(ii)the creation of a purchase money security interest for household appliances,or(iii)a transfer by devise,descent or by operation of the law upon the death of joint tenant. At the elation of Lender,in the event of each and every transfer: (a)All soma secured by this Deed of Troia shall become immediately due and payable(Acceleration). (b)If a Transfer occurs and should Lender not exercise Lender's option pursuant to this paragraph 24 to Accelerate,Transferee shall be deemed to have asa med all of the obligations of Borrower under this Dud of Trust including all soma soured hereby whether or not the instrument evidencing ouch conveyance, contract or grant expressly eo provides. This covenant shall run with the Property and remain in full force and effect until said sums are paid in full. The Lender may without notice to the Borrower deal with Transferee in the nle OfiallOCO as with the Borrower with reference to said sums including the payment or credit to Transferee of undisburmd reserve Funds npayment in full of said sums, without in any way altering or disebarging the Borrower's liability hereunder for the obligations hereby secured. (c)Should Lender not elect to Accelerate upon the occurrence of such Trsafer then, subject to(b)above,the mere fact of s lapse of time or the acceptance of payment subsequent to any of such events, whether or not Lander had actual or constructive notice of such Transfer,shall not be deemed a waiver of Lender's right to make such election nor shall lender be esopped therefrom by virtue thereof. The issuance on behalf of the Lender of a routine statement showing the status of the loan, whether or not Lender had actual or constructive notice of such Transfer,shall not be•waiver or estoppel of Lender's said rights. 25. Borrower's Copy. Borrower acknowledges receipt of a copy of the Note and this Deed of Tan. (R.s fin' Ponca3 EXECUTED BY BORROWER. IF BORROWER IS NATURAL PERSON(s): 5),nco I '(-[) C6\$(\\S RODOLFO MONTES )('BORROWER IS CORPORATION/PARTNERSHIP: ATTEST: (SEAL) STATE OP COLORADO )as. County of BOULDER The foregoing instrument was acknowledged before me this 17th day of May 1996 ,by RODOLFO MONTES Witness my hand and official seal. My commission expires: May 11, 1998 Mazy Pao • Piss 6Cm POOd NyZZ:60 96-60-80 ICZC6990L61 %56-11 lee p sd p,.4n.of et.Mw i,n,'+d by its CuYw4,W Lvts_ ..r OD Tn-NBD W ODN mW N wRDnrACOltaudml numT ntiencTIW4,comma L[CAL VOWEL zero ta o LEGAL]Pfa1TOSOOM W NOT WlD&r8NOD,L10A4 TAX MOTHER Mt UIOKDl6 CWKW.im WOR NONDIG. DEED OFTROSr (Due on Tnnefer-Sbid) T111S DSBD OP Teton b-medo this 17th day of May , 1996 btweenRODOLFO NoRTED (B^,iowet). wheat eddnu le 105 E. 10TH STREET 1AV0.AND, CO 80537 and the Public Truett*of thp County in wbleh tiro Property(sea parg mph 1)Is Anted(Touter);for the bomllt of natal CHAVEZ AND TRAUBD CHAVEZ, an joint tenants (dander),whose eddteu is goo HLLIOTT STAE¢T, LONONUNT, CO 8oSO1 Borrower and larder covenant nod spec as follows: 1.Property is Thar. Borrower.in consideration of the indebtedness herein rooked and the trust hcrdo created,honey grorda and conveys to Tmnom In trust,with von'of solo,the following deeded property leased hi the County of wimp Sate of Colorado: which her the address of 9101 MU 119, LONONORT, CO 80504 (Property Address),together with all its appmimanc a(Property). 2_Note;Other Obligations Secured. This Deed of Th at b given to sewru l0 leader: A,the repayment of the Inddttednes evidenced by BmroweCa note(Note)dead May 17, 1996 in the principal sum of TWO HUNDRED BITTY THOUSAND A 00/100 U.S.Dollera,with littered an Um unpaid principal balance from Nay 17 r 1996 ,until paid.al the rate of 10.000 percent per enure,with principal and intent payable at 490 EMIG= STREET, LONGMONT, CO 80501 or such other place as the Lender Easy designee,In 1011 payments of THREE THOUSAND SIX HUNDRED SIXTY & A5/10o Dollen(U.S.S 3,660.45 )due antic 1ST by of each MONTH beginning Jw1y 01, 1996 ;ouch payments to;matinuc until the entire iodrhtcdnen evldeoced by said Nob la fully paid;however,if not peenar paid,the entire prinolpal amotmt outstanding and coated interest Owen,dug be duo and payable on Joni 01, 2005 and Borrower la to pay to Lender a late charge of 5 %of any payment sot received by to Iedcerithin days goer payment is due,and Borrower hal the right to prepay alto principal amount outstanding under raid Note.In salvia or in part,at any time without penalty except N/A B.the payment of ell other sums,with interest thereon at %per annum,disbursed by Lender in a000rdanoo with thin Dead of Trust to prompt the temerity of this Deed of That and C.the perfantunce of the revenants and agreements of Borrower herein contained. 3.T111c. Bartower covenants that Borrower owner and has the right to grant and convey the Rupety,and warrants We to the tame, wbjent to gmmat teat estate lazes for oe outran year,eaemtanta of rand or in er4btae,and recorded deokraSmv, rntreioet,re.untivna and covenants,U any,as offUde date and eauµ 4.Payment of Principal end Intrrtal. Borrower shall promptly pay when due the principal of and Intermit on the I dcbtodnea. nvid000ed by the Nora,and into charges as provided to the Nolo and shall podium all ofUenvwcr'.ether covaant.contained In the Note. S.Appliulioa of Payments.AR payments received by Loader under the tmuu hereof shall be applied by Lander fret in payment of amauau due pursuant to paragraph 23(Escrow Rods for mica and Insurance),then to amounts dlebuncd by Lade Omani Co paragraph 9(Protection of Lender's Security),and the balance in accordance with the terms and conditions Otte Note. Flan.1W74214 nle.,dn is Mpeee,.,ram Na TDT4•tlaDad*MTtem artnem tw-etabp s(.arts n=ccptwn Ivo. Ricardo. Recorded at -'clock M., 1 WARRANTY DEED TIDS DEED,Made this 17th day of May . 1996 ,between HELEN CHAVEZ AND ISAURO CHAVEZ of the said County of BOULDER and State of COLORADO ,grantor.and RODOLFO MONTES whose legal address is 105 E. 10TH STREET LOVELAND, CO 80537 of the said County of WELD and State of COLORADO .grantee: WI'INESSL'TH,That the grantor for and in consideration of the sum of THREE HUNDRED SEVENTY—FIVE THOUSAND 6 00/100 ($375,000.00) DOLLARS,the receipt and sufficiency of which is hereby acknowledged,has granted,bargained,sold and conveyed, and by these presents dote grant,bargain,sell,convey and confirm,unto the grantee, his heirs and assigns forever, all the real property together with improvements, If any, situate, lying and being in the said County of WELD and State of Colorado described as follows: See Exhibit "A" • also known by street and number as:3101 HWY 119, LONGMONT, CO 80506 TOCE"1'ItER with all and singular the hereditament*and appurtenances thereto belonging,or In anywise appertaining,and the reversion and reversions, remainder and remainders,rents,issues and profits thereof, and all the estate,right.title,interest,claim and demand what- soever of the grantor,either in law or equity,of,in and to the above bargained premises,with the hereditsments and appurtenances. TO IIAVE AND TO IIOLD the said premises above bargained and described, with the appurtenances,unto the grantee,his heirs and assigns forever. And the grantor,for himself.his heirs,and personal representatives, does covenant,grant,bargain,and agree to and with the grantee, his heirs and assigns, that at the time of the caseating and delivery of these presents, he is well seized of the premises above conveyed,has good,sure,perfect, absolute and indefeasible crate of inheritance,in law, in fee simple,and has good right,full power and lawful authority to grant, bargain, sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants,bargains,sales,liens,taxes,assessments,encumbrances and restrictions of whatever kind or nature soover,except GENERAL TAXES FOR 1996, PAYABLE IN 1997, AND EXCEPT RESTRICTIONS, RESERVATIONS, RIGHTS OF WAY, AND EASEMENTS OF RECORD, AND EXISTING LEASES. The grantor shall and will WARRANTY AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantee,his heirs and assigns,against all and every person or persons lawfully claiming the whole or any part thereof. The singular number shall include the plural,the plural the singular,end the use of any gender shall be applicable to all genders. IN VJIJTNESS WHEREE/Q,l� the grantor has executed this deed on the date set fo above. 1 ice`//�iGG(/l(,' I SAURO CHAVEZ HELEN CHAVEZ t� pP T s w/�ltll N/'.� 1f State of COLORADO ) f )W. I • County of BOULDER ) fl N•: /5 I'I511� �-tifi l_q • Pal The foregoing lawman was acknowledged before me this 17th day of May 1 <'OK C-Qt by ISAURO CHAVEZ AND HELEN CHAVEZ %a--��-�— My CGHMsvon Expires 05/11/98 My commission expires May 11, 1998 . Witness my h;y7 and official seal. /I/j'A stydek/salie m Notary lie Hie No.35074194 Slewrt TWe or Baader,Dr. WARRANTY DEED(For ITdoaraphle Rend) Rev.SNS Recorded at o'clock M., Reception No. Recorder • BILL OF SALE KNOW ALL MEN BY THESE PRESENTS,That HELEN CHAVEZ AND ISAURO CHAVEZ of the said County of BOULDER ,State of COLORADO (Seller),for and in consideration of TEN DOLLARS OF GOOD AND VALUABLE CONSIDERATION, to him in hand paid,at or before the ensealing or delivery of these presents by RODOLFO MONTHS of the said County of WELD ,in the State of COLORADO , (Buyer),the receipt of which is hereby acknowledged,has bargained and sold,and by these presents does grant and convey unto the said Buyer,his personal representatives,successors and assigns,the following property,goods and chattels,to wit: The purchase price includes the following items(a) if attached to the Property on the date of the contract: lighting,heating, plumbing,ventilating, and air conditioning fixtures,TV antennas,water softeners,smoke/fire/burglar alarms, security devices, inside telephone wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems, built-in kitchen appliances, and sprinkler systems and controls; (b)if on the Property whether attached or not on the date of the contract. built-in vacuum systems (including accessories), storm windows, storm doors, window and porch shades, awnings, blinds, screens, curtain rods,drapery rods,fireplace inserts, fireplace screens, fireplace grates,heating stoves,Mange sheds,all keys and garage door openers including remote controls;and(c) ALL BAR EQUIPMENT, 2 WALK—INS, 3 BEER COOLERS, 2 POOL TABLES, 3 SWAMP COOLERS, 45 TABLES, 135 CHAIRS, MICROWAVE OVEN, COMMERCIAL REFRIGERATOR, FIVE SPEAKERS, 1 MOBILE HOME, 1 MOBILE/MODULAR HOME located at 3101 HEY 119, LONGMONT, CO 80504 TO HAVE AND TO HOLD the same unto the said Buyer,his personal representatives, successors and assigns,forever. The said Seller covenants and agrees to and with Use Buyer,his personal representatives, successors and assigns,to WARRANT AND DEFEND the sale of said property,goods and chattels,against all and every person or persons whomever. When used herein,the singular shall include the plural,the plural the singular,and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF,the Seller has executed this Bill of Sale this 7th day of 1996 . oteextet � 6 ISAURO CHAVEZ 1'j .aN CHAVEZ ^pp,A , ly/‘ Ito State of COLORADO )as, o County n • "•of BOULDER ) �' •, UPI • \G'Q C The foregoing instrument was acknowledged before me this 17th day of 9� OF COL('.v 996 , by ISAURO CHAVEZ AND HELEN CHAVEZ 11y Cormlission Expires 05)H198 Witness my hand an official seal. My commission expires May 11, 1998 - erfAvaMA /4klIO5N--/ MIL No-35074194 &earl'rah a aafrPair • er boulder.L, bill.OF SALE a, Sirs • SENT BY: 8- 9-96 ; 8:12AM ; KINKO'S LOVE AND 3037773823;# 2/ 5 APR 22 ' 96 15: 29 FROM WELD COLINIY lotv1 c ' JC • tuna-lCFaxNol 7671 .a• 't ..- �i r r' � � �a�a�awa CeiD,q- a Mir M�. �a3 : ~ f1UMNESS Ll a+tat' a.._ .ESN THIS LEASE is made this_�_day of Pr�``t'ruary . 19 2._*_ ,bets ,an �n de / (ihe"Lesson and _Odb:3D e.sr'rieer0 -r- TrtSe A. V?llglnhese (the"Lessee"). . In consideration of the payment of the rent and the performance of dm covenants and agreements by the Lance set forth below the Lessor does heresy lease to the Lessee the fotbtving described property situate in the County of tile eel a . in the State of Colorado,the street address of which is 1/#/ �'tu y �I,.,/`i -14 • it'cash i, ,ri r, t1 StQ 1- n too/arch tin iseaticami • TO HAVE AND TO HOD die saute with all tie appurtenances unto the said Lessee htnn twelve o'clock noun on the .52 day of Ma tre4 , 19 emu_ .and until twelve clock noon on the /' . .—day of parr a 19 E..I. ,at and for a rental for die full term of t y G*P ,payable on monthly installments of f a':$dn.Pc • ,on to before twelve o'clock noon on the.23 day Of each calendar mnmh n L p during the term of this lease Al the office of the Let at .0 lT 1�b 7 f 1 K L-'rfu.rtr-r/ f la, .eg boy -,Colorado.without make. — • The Lessee, in ccrosidcration of the leasing of the premises agrees as tolbws; I. To pay the rent for the premises above-described. onal share thereof. which Inc the pitcposesaf this l,taseistkxarnodlobe i'4) 2. To pay to the lessor those items f or the [ s proponi Ca) %,which amount shall be considered as additional tent,and w shall be due on the presentation of the appropriate bill to the Lessee; (a) all taxes. assessments, and other govetmmental charges which are levied against and may create a statutory lien upon the leased premises which are levied or assessed during the term of this Lease; (b) all premiums for lire and extended coverage insurance,property damage,and liability insurance in such amounts as the Lessor may reasonably rejmrc;and aid all land (c) all costs and cxpentes of repairing and maintaining the Wilding. all of its components, surrounding the building' glass in 3. To keep the improvements upon the premises, including sewer connections,plumbing,wiring and good repair,all at Lessee's expense,and at the expiration of this lease to surrender the premises in as good a condition as when the Lessee entered the premises, loss by fire, inevitehle accident, and ordinary wear excepted. To keep all sidewalks cm and around the premises free and-cleat of ice and snow,and to keep the entire exterior premises free from all litter, dirt. debris and obstructions; to keep the !itemises in a clean and sanitary condition as.required by the ordinances of the city and county in which the property is situate- 4. To sublet no pan of the treatises, and not to assign the lease or any interest therein without the written . consent of the leaser. 5. To use the premises only as fine Tv e-r n and to use the premises for no purposes prohibited by the laws of the United Steles or the State of Colorado,'or of the ordinances of the city or town in which said premises are located, and for no improper or questionable purposes whatsoever,and to neither pctmit nor suffer any disorderly conduct,noise or nuisance having a tendency to annoy or disturb any persons occupying adjacent premises. 6. To neither hold nor attempt to hold the lesser liable for any injury or damage,tither proximate or remote, occurring through or caused by the repairs.alterations, injury or accident to the premises,or adjacent premiers,or other parts of the above premises not herein demised.or by reason of the negligence of default of the owners or occupants thereof or any other person, nor to hold the Lessor liable far any injury or damage occasioned by defective electric wiring. or the breakage or stoppage of plumbing or sewerage upon said premises or upon adjacent premises. whether breakage or stoppage results from freezing or olbentiise•to neither permit nut suffer said premises.or the walls or floors thereof. to be endangered by overloading, nor said premises to be used for any purpose which would render the . insurance thereon void or the insurance risk more hazardous, nor make any alterations in or changes in.upon,or about said premises without lost obtaining the written consent of the f csmt therefore,but to pamit the Lessor to place a"For Rent"card or sign upon the leased pm-Mires at any time after sixty(60)days before the end of this lease. 7. To allow the Lessor to enter upon the premises at any reasonable hour. 8. To pay all charges for water and water rents. and for healing and lighting of the building in which said • premises MC located. ._ _. -- _ _ . Na.rasa.Ret.3-v. DIMNESS LEASE MUMS NM 019E3 .^. .-_. .. e R=94% 19706693231 08-09-96 09:22AM P002 #39 ENT,, BY: 8- 9-96 ; 8:11AM ; KINI(0'S LOV©_AND-I 3097773823;# 1/ 5 APR 22 ' 96 15:29 FROM WtLU LUUnlr non, • IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN LESSOR AND LESSEE AS FOLLOWS: 9. No assent.express of ,to any breath deny one or more of the agtecmetus hereof shall be donned ot taken to be a waiver of any succeeding or other breach. Any payment by Lessee,or acceptance by Lessor,of a leaser amount than due shall be treated only as a payment on account. Further,failure of the Lesser m 0me19 bill for taxes. insurance or repairs,as required habits,shall notbe deemed a waivers of the Lessees liability to pay nine. 10. If,after the expiration of this least,the Lessee shall remain in possession of the pactnises and continue to pay rent without a written agicetnent as to such possession, then such tenancy shall be regarded as a month-to-month tenancy,at a monthly rental.payable in advance,equivalent to the last month's rent paid under this(case,and subject to all the terms and conditions of this lease- of the re 11. is not paid.then the Lessor may. 11. If the mattes are left vacant and any pannd without.behig obligated to do so,and without terminating this lease,thinkretake possession ng ooff the err premises a as�Y ic the sa ne for such rent,and upon such conditions as the Lessor may required,giving credit far the amount of rent so received less all expenses of such changes and repairs,and the Lessees shall be liable for the Since of the real herein reserved until the expiration of the team of this lase. 12. The Lessor acknowledges receipt of a deposit in the amount of S +�r(90•d 0: .--�. to be held by the Lessor for the faithful performance of all of the terms, conddtntts and covenants of his beast. The Lessor essay apply the deposit to sore any deuauhund ruheu�to i6 this kas of the shall account td hero the Lessee etfor the or the balance. The Lessee may not apply deposit performance of other obligations. • I3. if any pus of the mat provided to be paid herein is not paid when due,or if any default a nine aeon o into the agreaasaa by.the Lessee contained herein,it stall be lawful for the Lessor ta to declare the m tided,and so the premises,either with or without legal process,and to remove the Lessee or any other pason occupying the premises, using such forth as may he necessary,without being liable to prosecution,or in damages therefor.and to repossess the premises free and clear of any rights of the Lessee. If, at any time, this lease is terminated under this paragraph.the Lessee agrees m peacefully'surrender the premises in the Lessor immediately upon termination. and if the lessee remains in posseisitxn of the premises,the Lessee shall be deemed guilty of fore ibic catty and detainer of the premises, and,waiving notice,shall be subject to forcible eviction with or without process of law- 14. In the event of any dispute arising under Ole tams of this lease,or in the event of non-payment of any sums arising under this lease and in the event the matter is tumid over to an attorney,the patty prevailing in such dispute shall be entitled,in addition to other damages or costs,to receive reasonable attorney's fees front the other party- I5. In the event any payment retbaited hereunder is not made within ten(10)days after the payment is due,a late charge in the amount of five percent(5%)of the payment will be paid by die Lessee. 16. In the event of a condemnation or other taking by any governmental agency,all proceeds shalt be paid In the Lessor hereunder,the Lessee waiving all right m any such payments. Li. This lease is made with the express understanding and agreement that. in the event the Lessee becomes insolvent.a[is declared a bankrupt,than,in either event.the Lessor may declare this lease ended,and all rights of the Lessee hereunder shall terminate and Cease-parties, THIS LEASE shall be binding an they ADDITIONAL d:ives.successorssaassigns. • ISIUNS • • • • ry`fzezt stQl4e.,6/ Lesson LESSEE ** TOTAL PRGE .002 ** R-94% 19706693231 08-09-96 09:22AM POOL #39 M 81'; 8- 9-96 ; 8:12AM ; MIMEO'S LOVE?AN -. 3037775823;# 3/ 5 a April 29, 1996 , THIS AGREEMENT is made by ISAURO CHAVIZ, the Lessor, and GAB/170 GUERRERO and JOSE VILLALOSOS, Lessees. rout months after the closing for sale of the subject property, the lease contract shall bo terminated. 1PreMisen located at 3101 Hwy. 119, Weld County Colo. ?o G Less ✓ JOBS A. Vi s oboe Ysaurd C vea, L®ssor c/ abino Guerr no R-94% 19706693231 08-09-96 09: 22AM P003 #39 WELD COUNTY ATTORNEY'S OFFICE riff6 PHONE: (970) 356-4000, EXT. 4391 FAX: (970) 352-0242 915 TENTH STREET GREELEY, COLORADO 80632 WijoiC September 20, 1996 COLORADO � Thomas Houtchens, Esq. Houtchens, Daniel & Greenfield 1007 9th Avenue Greeley, CO 80631 COPY SENT BY FACSIMILE TO(970)353-0151 ORIGINAL TO FOLLOW BY FIRST CLASS MAIL RE: Liquor License Change of Ownership Application for J. Montes, Inc. Dear Tom: Enclosed is a copy of a letter which was received by the Board of County Commissioners of Weld County on September 17, 1996, requesting that the liquor licence change of ownership application for J. Montes, Inc., be tabled for consideration. At the meeting on September 18, 1996, the Board of County Commissioners granted the request and the matter has been tabled (continued indefinitely) until such time as the applicant desires that it be considered by the Board. Please feel free to call me at(970) 356-4000, extension 4390, if you should have any questions regarding the enclosed letter or the Board's action. Sincerely, l rice T. Barker L Weld County Attorney BTB/Im:Let/Houtchen.lm Enclosure pc Clerk to the Board DILL DILL CARR STONBRAKER & HUTCHINGS A PROFESSIONAL CORPORATION Daniel W.Carr John A.Hutchings ATTORNEYS AT LAW John I.Coates Leslie Block Kaye H.Alan Dill Casey D.Paison Robert A.Dill Ion Stonbraker Thomas M.Dunn Patrick D.Toolcy September 17, 1996 Barbara Kirkmeyer, Chair Weld County Commissioners Hand Delivered RE: Liquor license transfer application for J. Montes, Inc . Dear Ms . Kirkmeyer: J. Montes, Inc . currently has pending before you a request for transfer of a liquor license at 3101 Highway 119 . That matter is presently set for consideration on Wednesday, September 18, 1996, at 9 : 00 a .m. At the present time, there is still an outstanding issue with regard to possession of the premises, and the parties have not been able to resolve that issue as of today' s date . As a result, the applicant for transfer hereby requests that the matter be removed from the docket for the time being. The applicant will ask that it be re-set following the resolution of the possession question. In the event you have any questions concerning the contents of this correspondence, please feel free to call me at your convenience . Sincerely, • Daniel W. Carr DWC/scs cc : Bruce Barker County Attorney' s Office 455 SHERMAN STREET,SUITE 300/DENVER,COLORADO 80203/FAX(303) 777-3823/(303) 77 961681 f , 1f tta ('}r. al )H,, itNt, t= -)rare C 1077 :. '� to VP a f the _.ar 2O7 7. Drafting Leases-.'t'ermin:mo❑ of Lease by La fitndlord r rr a ti • ttnd l'ermission to Re-enter ' L•444444 , II ,- <amm ni p , whir r, tau u,•nt at y nr n.- .44 u.l. 44 on the pant of the tenant.ant. t it c milord ma, terms,). t ' It,t , a e .tail enter.' The following are If.ithcal default situations I. Failure to Pay Rent )loon 4h1 tenants tnllore to pay rent. the landlord should have I n( t I, ht to tern Mate ihr- Misr; dial ro-tenu•r . the premises. Ascertain front the parties the length of the period of default tgrace period) to be ail ,wed the tenant befor' the landlord nhatll have the right to end the Ieeso and re-enter2 Sale of Premises. Sale of the demised premises by the land lord could be made a cause for termination of the lease although clearly not a default by the tenant. Without such a provision any sale would be subject to the terms of the lease, and the purchaser would not tv.. be able to obtain possession until the expiration of the term. Seldom, however, will the tenant accede to such a clause unless the tenant is the anticipated purchaser. ' " htiA 3. Bankruptcy of Tenant. Bankruptcy of the tenant will not 'I 4 'f ' Ali ,, allow' the landlord the privilege • of termination, even if such bankruptcy , is stated in the leaseas an event. of default. Under the Bankruptcy Code of 1978, such clauses are void, and the trustee in bankruptcy is t f,f),L �,. given the option of assuming or rejecting any unexpired lease of the '. f bankrupt debtor, be he landlord or tenant, subject to stated conditions l to be satisfied by the t.rustee.'a it 4. Abandonment by Tenant. Abandonment of the premises by t the tenant will normally coincide with a failure of the tenant to pay l r rent. The tenant's attorney should seek to incorporate a provision in ; iktf . the lease requiring the landlord, upon receiving notice of the abandon- ment, to take steps promptly to secure a new tenant. such steps to t w ; include: (a) advertising the vacancy according to accepted business 15; practices: (b) being reasonable in selecting a new tenant; and (cI 3. First Interstate Bank v- Nagel In 341. 596 P.2d 1223 1979, Kelley c. Mar- vestment Co., 751 P.2d 11)08 (Colo.App- gan, 42 Cofu App 223, 598 P.2d 1058 rl . 1987)- (19791. But acceptance in ignorance)ranee of the n. breach is no waiver Hipp Wall Piper & h rr; i': S �� Mercantile Co v_ Ueahl_ 53 Polo_ 174, 125 1. For statutory requirements for ter P. 491 (19121. to mination of tenancies see ch. 42 terea. Landlord's entry prior to evict inn and 6 -7 seizure of tenant's property are grounds for 2. The acceptance by a landlord of rent actual and exa mplery damages Clark e accruing after the breach of a condition Morris, 0 P.2d I13p fCola App.1985L to contained in the lease, with full knowledget1 of the breach and al l 71 all the circumstances, is 3. 11 U 9 C A. 4 365 An excellent a waiver of the right to declare a forfeiture summary of the tenant.-debtor's rights and of the lease and reenter the premises. obligations is set forth in In re Western Mageon v. Alkire, 41 Colo, 338, 92 P. 720 Monetary Consultants, tot) B.R. 545 t, (1907); Kimmick v- Santelli, 42 Coto.App. (Bkrtcy.Colo-1989) 13 4 r • 1{. DILL DILL CARR STONBRAKER & HUTCHINGS A PROFESSIONAL CORPORATION r, Daniel W.Carr John A.Hutchings ATTORNEYS AT LAW John I.Coates Leslie Block Kaye H.Alan Dill Casey D.Paison Robert A.Dill Jon Stonbraker Thomas M.Dunn Patrick D.Tooley August 13, 1996 Shelly Miller Weld County Commissioner's Office P.O. Box 758 Greeley, CO 80632 RE: J. MONTES, INC./EL RODEO NIGHT CLUB/TRANSFER OF LIQUOR LICENSE Dear Shelly, I apologize for the delay in getting these documents to you. I only just received copies myself. As per your request, enclosed herein please find: 1) Red line floor plan and dimensions 2) Copy of first lease to Villalobos and Guerrero 3) Amendment to first lease 4) Copy of Deed of Trust/Warranty Deed/Bill of Sale Should you or your county attorney have any additional questions, please feel free to contact me. Thank you for your continued assistance. Regards �) Courtney Doug -rty/Paralegal Dill, Dill, Car tonbraker, & Hutchings, P.C. enc. cc: Bruce Barker w/o enclosures 455 SHERMAN STREET, SUITE 300/DENVER,COLORADO 80203/FAX(303) 777-3823/(303) 777-3737 DILL DILL CARR STONBRAKER & HUTCHINGS A PROFESSIONAL CORPORATION Daniel W.Carr John A.Hutchings ATTORNEYS AT LAW - John J.Coates Leslie Block Kaye H.Alan Dill Casey D.Paison Robert A.Dill Jon Stonbraker Thomas M.Dunn Patrick D.Tooley July 26, 1996 Shelly Miller Weld County Commissioner's Office P.O. Box 758 Greeley, CO 80632 RE: J. MONTES, INC. /1TRANSFERS OF OWNERSHIP Dear Shelly, Please find enclosed a fully executed copy of the lease with regards to the above- referenced application. Should you require anything further, please do not hesitate to contact me. R- e -rds, ney Dougherty/ aralegal Dill, Dill, Carr, Ston aker, & Hutchings, P.C. enc. Lotto ( 455 SHERMAN STREET,SUITE 300/DENVER,COLORADO 80203/FAX(303)777-3823/(303) 777-3737 - - 0 a 7Aq9 76..N No. 5523 <et ,-‘4 M • ' ' ' ' 42-2. 41:4-1,i ea2tlii 5-E-Z111/2- --11-411-4-/ctilicir-1-lati omp_ dowv7-y re.e.-_-_s iho , ).- 1._ 000 - : - •""- /lit , Ai g ,,, swig.. -Th &mice) i Menfii.405 40_,00 AcOotim-,-,'' --- 7 - _- I ) k _ i 5.-- DH , ,.. . .,......._ _„... 0 0 0 .2 cc (.4 '7/07-, ft 42 01 . ir / 4622 a 74'.2-e ' --1 0133u1E-0 , I-- isi I, ) . -M >4 0 kilt , 'I ..... do: c-,1- •- ;-,,- AL , s_9 • 5— >. i_ 0 ,, , 1-- co`-) e- Avz, 1-itv.Zy. icelLg __ /,(2(2.E? --- t, z o . Si ; C " '5 — . iapj Limi 0 DILL DILL CARR STONBRAKER & HUTCHINGS A PROFESSIONAL CORPORATION f Daniel W.Carr John A.Hutchings _ . _ John J.Coates Leslie Block Kaye ATTORNEYS AT LAW - H.Alan Dill Casey D.Paison Robes A.Dill Jon Stonbraker - — Thomas M.Dunn Patrick D.Tooley July 25, 1996 Shelly Miller Weld County Commissioner's Office P.O. Box 758 Greeley, CO 80632 RE: J. MONTES, INC./TRANSFER OF LIQUOR LICENSE Dear Shelly, By this letter we hereby request that you issue a temporary permit, effective September 15, 1996, to the above-referenced entity for the period of time until the Transfer of Ownership Application shall be approved or denied by the local authority and the state. Should a permanent license be available as of that date, you may obviously disregard our request for a temporary. Upon your instructions, I will forward to your attention a check in the amount of$100 fees for a temporary permit. Your anticipated cooperation with this request is greatly appreciated. Please feel free to contact me should you have any questions whatsoever or need any further information. Thank you for your continued assistance. R ds, Cou -n y Doug rty/Paralegal Dill, Car Stonbraker, & Hutchings, P.C. enc. 961587 455 SHERMAN STREET,SUITE 300/DENVER,COLORADO 80203/FAX(303) 777-3823/(303) 777-3737 c /-7, 22.. /t .- i l —T- d(1: 5 - y d-G c 4 /- I r/�J 9.'_ No. 5 l- 81 mN� / G 1- CO U 6 a...„. t G�/ /"j�, �iQ j7 r/ �1-d � J,M1, 4, %o . . 1--C,I019 00 Y a y ACCOUNT HOW PAID /gam _3l�Q7 0 W 2 ACCOUNT I ' Lii°U `/y ..1 J AMT RAID ' r /f 'fl W U $ALANCEAilif 3 DUE. ' DILL DILL CARR STONBRAKER & HUTCHINGS A PROFESSIONAL CORPORATION ;-S (`C: I Daniel W Carr John A.Hutchings ATTORNEYS AT LAW - - John J.Coates Leslie Block Kaye H.Alan Dill Casey D.Ralson Robert A.Dill Jon Stonbraker Thomas M.Dunn Patrick D.Tooley CA July 25, 1996 z Li.7 Shelly Miller Weld County Commissioner's Office P.O. Box 758 Greeley, CO 80632 RE: J. MONTES, INC./TRANSFER OF LIQUOR LICENSE Dear Shelly, Please find enclosed an application for transfer of ownership for the above-reference entity. With the exception of a fully executed lease, I believe the application to be complete. Immediately upon my receipt of the lease, I will forward a copy to your attention. I regret the delay in processing this may cause. I have had some difficulty in reaching our client for execution of the lease. I do expect, however, this matter will be resolved in a few days. Thank you for your assistance and should you have any questions whatsoever, please feel free to contact me. egards, ale ney Dow, erty/Paralegal Dill, Dill, Car , Stonbraker, & Hutchings, P.C. enc. 455 SHERMAN STREET,SUITE 300/DENVER,COLORADO 80203/FAX(303) 777-3823/(303) 777-3737 If ;~; Pt - -_--: t i ', 41 . � •,., 411 id 4 iaralion i ' 5 Officers yj. _ r —-- fhe officers o' the cu : .auon air cippomued by the director-. or it " '00 .:( ti other foamier n hoard ti .vlaws pi ocuic.' Further, i daft .aa.' < ( ^) 1 , >nointed officer n.iN ap} it. t nr.e .ir ntire officers or assiktunt, officers if , r it >�:nOr R athorized by the bylaw r, the hoard.a A corporation shah have theii ,freers designated in its trikiws or by the board, it is not necessary that '. 6 ) the officers have specific -_ties as armor the Prior Code.' Although the c„rporation need not ha.i a secrctan, the bylaws or the board must delegate to one or mmne officers the responsibility to prepare and —.—° maintain the minutes of directors and shareholders meetings and other i .�, [99�] records and information required to be kept by the corporation under` West's C It.S A. § 7-116- 101 and to authenticate records of the corpora- - — tion.° The officers must be natural persons at least eighteen years of age." The same individual may simultaneously hold more than one office in the corporation; the offices of president and secretary may now he ,ap held by the same person.' i The bylaws or, to the extent not inconsistentwith the bylaws, the hoard or an officer authorized by the board, may fix the authority and 4 ° duties of officers.' J Sec generally Comments to §§ 7-108-301 through 7-108-302 in Volume 113 of this series. 'Cho Act contains general standards of conduct for directors and Belo officers.' These standards are similar to the standards of conduct which formerly applied to directors." aas Mining CB al Apr Sce generally § 62 infra fora discussion of these standards and rcr S nee Irava,, Inc.,619 � Comments to § 7-108-401 in Volume 1B of this series- d IP,, Mt cicr,897 A person may be deemed a de facto officer and, as such, transfer property on behalf of a corporation if he acts as a corporate officer under v, color of authority.10 For example, when an agent or officer of a corpora- i ; Lion deals with a third person within the scope of his authority, the agent or officer is not personally liable if the purchases he makes are '* paid for by checks imprinted with the corporate name, because such checks are adequate notice to the seller that the principal is a corpora- '1.:' f bon." While officers of corporations may not be held liable for business lff, _ debts of the corporate entity, they may be held personally liable for their own torts including negligence and negligent misrepresentation even 3[nnded [Lod not de- though the tortious acts were performed on behalf of the corporate If entity. z Kalcevic, 156 Colo. The Colorado Court of Appeals held that pursuant to West's C.R.S-A. " nl'olof whether the quiCourt § 8-4_104(3) (the Colorado wage claim statute) at least high-ranking ' of st inquiry 'corporate stock held corporate officers are personally liable for unpaid wages based solely on purposes of dividing their status as officers regardless of their active involvement in the a divorce proceeding corporation or their relationship to the unpaid employee. This holding , so doing, the court was based on West's C.R.S.A. § 8-4--101(6), which defines employer for -_ red to the corporation fit, shareholders and purposes of the Wage Claim Act to include " . . . corporation . . . and any .ate veil." Kalcevic v. agent or officer thereof!' i; 151. 397 P.2d 483, 75 r, us r' § 55 BUSINESS ORGANIZATIONS Pt. 1 Ch. 1 Officers or directors are not personally liable for any injury to person 11. Masintc (Colo.App.1982 or property arising out of a tort committed by an employee unless the 716 P.2d 481 0 officer or director was personally involved in the situation giving rise to ? 12. Galie v. the litigation or unless the officer or director committed a criminal vices, 757 P.2d offense in connection with such situation." The provisions of the Act 13. Cusima expressly do not restrict any common law protections or rights that an P.2d 532 (Colo officer or director may have, nor does the Act limit the right of the } tober 18, 1ss3; corporation to eliminate or limit the personal liability of a director as 14. West's permitted under West's C.R.S.A. § 7-108-402(1). Further, the Act does 15. West's not limit the officer's liability for his own torts. See generally Comments 16. West's to § 7-108-402 in Volume 1B of this series. An officer of a closely held Colorado corporation, defined as having no § 56' D more than three shareholders and in good standing in Colorado, may The Arta represent the corporation before a court or an agency if: (1) he provides and address a notarized copy of a written resolution signed by fifty percent of the who then h ar, corporation's shareholders of record authorizing him to do so; and (2) directors1 the amount at issue does not exceed $10,000 exclusive of costs, interest qualified. A or statutory penalties. This statute specifically provides that the corpora- extends unt tion's exercise of the option to be represented by an officer does not been electec alone cause the corporate veil to be pierced to create personal liability for not shorten the representing officer or any other officer, director or shareholder.16 The Act . An authorized employee may also represent the corporation in workers' directors ap compensation proceedings.18 the board tc An officer may resign at any time by giving written notice of his and (1)(c) c resignation to the corporation." His resignation is effective when the directors ar notice is received by the corporation unless the notice specifies a later to fill a vac effective date." If a resignation is made effective at a later date, the unexpired t board may permit the officer to remain in office until the effective date censor was and may fill the pending vacancy before the effective date if the board director sha the sharehc provides that the successor does not take office until the effective date. 1B of this s Alternatively, the board may remove the officer at any time before the effective date and fill the resulting vacancy.19 Unless otherwise provided An excel in the bylaws, the board may remove any officer at any time with or staggered p without cause.20 The bylaws or the board may make provision for the the entire b removal of officers by other officers or by the shareholders?' An officer provide for who resigns or is removed or whose appointment has expired may deliver number of c to the secretary of state a statement to that effect pursuant to West's one-half or' C.R.S.A. § 7-116-108.22 See generally Comments to § 7-108-303 in the first grc Volume 1B of this series. election, th4 annual shai However, such removal does not affect the officer's contract rights, if directors in any, with the corporation nor does his resignation affect the corpora- ers meeting tion's contract rights, if any, with the officer. Appointment of the officer staggered t does not in and of itself create a contract.' years, as tl 1. West's C.R.S.A. § 7-108-301(2). 6. Compare West's C.R.S.A. terms may § 7-108-301(4) with Prior Code generally C.2. West's C.R.S.A. § 7-108-301(2). § 7-5-115(1). A board 3. Compare West's C.R.S.A. 7. West's C.R.S.A. § 7-108-302. number spe § 7-108-301(1) with Prior Code 8. West's C.R.S.A. § 7-108-401. there may I § 7-5-115(1). 9. Compare West's C.R.S.A. fit-`; bylaws ma3 § 7-108-401 with Prior Code § 7-5-101(2). 4§,. - 4. West's C.R.S.A. § 7-108-301(3). . minimum a 11 I 10. Kuehn v. Kuehn, 642 P.2d 524 ., 5. West's C.R.S.A. § 7-108-301(1). (Colo.App.1981). the numbe. 76 � ttl: CORPORATIONSAND 'ss,u< i.v! It( RATIONS AND ASSOCIATIONS (h) but horize of gilt n Votes or determine the de ifrnt old i rights, prim,. .. . - y, . Tt-iH i 77, H.B.1245, §§ 30, 34. series of shares; except -Fitz iiir iiistriiI nretior m e anth, 81, S.B.352, § 22. do so within limits. speecifi, pre.;rue Of the boaru of ,III I 4§ 7-5-101, 7 5-106. (5) The creation of. diteitainthie orit4 Sy i i Lion 1 nee 1 i 85, H.B.1200, § 33. constitute compliance I0,c s direciao a tII the stand.trus et eI it9 rot It` 7-108.-401. ries Added by Laws 1993, II_h.9:, , ,L : .. .a I. 1991. rs. Christa K.M. la Garza, 57 Den.1..J. ('ode Revision Committee Comment This section Spells out uI nitre eletelii 1Lan the ben liminzled ti I,oa-u t awe .. Code the IIIllltllti m: on OH' p m r ,(the V n rrI of requirements or 1e l 1. 7 1 l u.. in tisi, directors to delegate autheriti to a committee of lXiite that. tt 1144 t _. directors. It ,ilso changes the rode rule and � II` permits the board to authorizeI committee or an unnn utn e le I. Inrorl It'll" , d ill t t c n tiw nl IIIndua V HI officer to approve the issuani I, sale of sh u s or )h mm�!tt,. l a 'ono 11 Ho to determine the designation I Ielativ rights, ecnriti t A ' , II preferences, and limitations of- class or :series of ration I shares within limits specifically l e :crew.' by the thin with the of eI a to 1 board of directors Also, the (.,de provision that t 11.,n. creation of a committee hv' the board requires the Ill See e I Ito cil'I_ I [ affirmative tote of a majnrits of the lull hr,nd has Act Iii 5:2i,. art of stockholder to the transactions he about. Herald Co. v. Seawell, 1972,081. Historical and Statutory Notes Derivation; Jon internal law, a nd wholhar who ted ( B S.1953. 31 3I -7. 1 uws 197 li ii 1'1,. _: as of in facts and who has consented he Taws 195s, S l3 11. Ill I tw I9 I �_I 3 '-`I i. red in transaction about which he corn- 7 (' 1, 1. li lot. r narily cannot attack its transaction on C.iLS.19h 1, ; it it . 1 he corporation. Herald Co. v. Seawell, I 7.2d 1081. Library References Corporations O'299. WESTI AW 'topic Ni_ 101 1 subject to the provisions of section 1'AIL'1' 3 f ire committees and appoint one or n. OFFICERS nbers to it shall be approved by the le action is taken or the number of § 7-10S-301 Officers cairn 7-108-205. (1) A corporation shall have the officers designated in its bylaws or It, the hoard of meetings, action without meeting, directors. An officer shall be a natural person who is eighteen ears of age or older. I ants of the board of directors, apply (2) ()Dicers may he appointed by the board of directors or in such other manner as the ficer y d of directors, each committee shall hoard drof directors or officers s may if a provi ed by the duly ybapaoi orltof board ofdirectors.it one or more r t section 7-108-101; except that a (3) The bylaws or the hoard of directors shall delegate to one or more of We officers responsibility for the preparation and maintenance of minutes of the directors' and sharehold- ers' meetings and other records and information required to be kept by the corporation under section 7-116-101 and for authenticating records of the corporation. les 101 to 117 of this title require to (4) The same individual may simultaneously hold more than one office in the corporation. Added by Laws 1993, 11.893 1154, 3 1, eft July I, 1994. A.its committees; 1 7-110-102; Code Revision Committee Comment This section provides that a corporation has the every corporation to have a president a secretary. officers designated in the Iylaws or In the board ands that ther bylaws lubse don ( board require, how- r approval; of directrrs, but it does not require any particular officer (e.g., a president or secretary). requires miss deluges,e tom one iorn rmore officers f ache dutyttodt k t according to a formula or method e makes a change from the Code, -1 261 f�__ 3 4 4 9 7 DILL, DILL, CARR STONBRAKER UNION BANK&TRUST & HUTCHINGS, P.C. DENVER,COLORADO 80203 455 SHERMAN,SUITE 300 23-90-1020 7/18/9 6 DENVER,COLORADO 80203 PAY TO THE COLORADO DEPARTMENT OF REVENUE $ *****946 .25 0 ORDER OF 7. Nine Hundred Forty—Six and 25/100 *************aF***ir*********tk****1r*it*** DOLLARS ."__ r B ' MEMO (-/qud/ZI J St— Hent`esi/Ad j ,? 0 G. re '1 •sopaes Amain]wines Bupon ao;noA>fus4l ii P 387 472 097 m r m 8 ❑ .2 d RECEIPT FOR CERTIFIED MAIL m c v` > , m - O m a1 NO INSURANCE COVERAGE PROVIDED E m $ U U m Q ,3. NOT FOR INTERNATIONAL MAIL Q j.Q m ❑ CIm E (See Reverse) e 2 A:' 2 U y, m Sent t0 C r — t o v m m U str.Colorado Dept. Of Revenue 3 0,r) a s t m o 'o E Liquor Enforcement Div. m 3 m ❑ ❑ y .r 1 P C ca m m n - CM O L% G .ro �' rn ran 0 1376 Sherman Street Co _° m o f(� Im m r& 9 m m y POSDenver, CO 80261 t m 5 8 cc ❑ 8 ;, E m u o E o m.@ I .. — E g amm m M m m '- Corl a a N W R O Q N ;F — § 8 _E .7 e''01717 co ma '✓ 8e.-5- m2 N S t 'm m ' m i Restricted Delivery Fee R rc :oo Return Receipt showing a Z ,f 3 m T o to whom and Date Delivered in m, ; t m c ;rg &m 0Return Receipt showing to whom. e m 'p a ._C ' ., Date,and Address of Delivery is m m r, m r TOTAL Postage and Fees S i y G yx) t v u rn5 {mmo Postmark or Date m ii O E (/J N E p m O Y W CI m a E .�ew � $o �- � q0�0 2 m E /0 J �9� g$ ` l o c E v a` o LL yy l Zis , O W 01 y r of al 9 a A ,_ y y �. Q “roli E E c ' 8 gm" C v `i co ¢z==9„ 5E O Qr at = a 01, ZEaB92€�¢> 1 m aX l2 yc. •�.�S US .., ui co a toms SSJSASJ mu;uo pelaldwoo$s3uaaV NNnl3k!JnoA si ' i+5 *somasAvail wnyad Bulen Joii noA nuayl T a P 387 472 096 E m w ! y RECEIPT FOR CERTIFIED MAIL S i- ¢ % V c S CC > q ❑ 0 S NO INSURANCE COVERAGE PROVIDED q ° q O Q ` C NOT FOR INTERNATIONAL MAIL .� q q a `.� 7 U (See Reverse) aSent In L N m wm \ N m Str 3 c, ❑ ❑ o a J. MONTES, INC. — o o E N q a Qo q _ m U E a0 a P t DBA EL RODEO NIGHT CLU °m 0 i to f . 0 1 m n 0 N g 2 c q cri3101 HWY 119 m q Po LONGMONT, CO 80504-954 S ° - m E EN m g m $ c < w F. W je R O Q 2 Cei c8 c£m a 'e ❑ ❑ ❑ n m — m $ ma Specs rrenve,y rev - 3 A, 'z a S m 0 t m Restricted Delivery Fee $ 1 §' QO9 m �\y Return Receipt showing n; N to whom and Date Delivered « o $m _I °t m S `o 'a.a 7 m Return Receipt showing to whom. m .c m 2 N it- Date,and Address of Delivery $ C _} m . 2 E 0 G 7) TOTAL Postage and Fees 5 4 c 'E o f Z O CCi I -Z 1 m ; V c 5 '2m ZwmU F `J' g Postmark or Date o c m 'o ; 0 1— t3 q in oil E gym w0 ` ZO c m /0-30-96 m I— _ 2 2 a 47 - 3a �.., a v o p am 2mor0 m ` r mm; .€2 Eg � Oc+» ¢Ilimm34.c mEp o 0T L o N Q 01>` C, m¢ j L q C �/ Z Em@.� Q m Fri k LL y n o 8• • L•i ui co a tePla OSJGAGJ 041 UO poundwoo SS3000tl NH013d JnoA al Hello