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Home My WebLink About20253221DR 8400 (08/23/24) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division PO BOX 17087 Denver CO 80217-0087 (303)205-2300 Submit to Local Licensing Authority RECEIVED OCT 14 2025 WELD COUNTY COMMISSIONERS Fees Due Annual Renewal Application Fee $ 250 Renewal Fee 750.00 Storage Permit $100 X $ Sidewalk Service Area $75.00 $ Additional Optional Premises Hotel & Restaurant $100 X $ Related Facility - Campus Liquor Complex $160.00 per facility $ Amount Due/Paid $ 1,000 Make check payable to: Colorado Department of Revenue. The State may convert your check to a one- time electronic banking transaction. Your bank account may be debited as early as the same day received by the State. If converted, your check will not be returned. If your check is rejected due to insufficient or uncollected funds, the Department may collect the payment amount directly from your banking account electronically. Retail Liquor License Renewal Application Please verify & update all information below. Return to city or county licensing authority by due date. Note that the Division will not accept cash. ❑ Paid by check ❑ Paid online Licensee Name Uploaded to Movelt on Date Salt and Acres, LLC Doing Business As Name (DBA) Salt and Acres Liquor License Number 03-17162 Sales Tax License Number 9506179 Business Address License Type Vintner's Restaurant (County) Expiration Date October 16, 2025 Due Date September 1, 2025 Street Address 9378 County Road 25 City (Fort Lupton Mailing Address Phone Number (303) 895-1521 State ZIP Code CO 80621 Street Address 9378 County Road 25 City (Fort Lupton Email State ZIP Code CO 80621 justin@saltandacres.com Page 2 of 7 perating Manager IJi't n(,rcyv Home Address Date of Birth Street Address 3325E l �// sAve_ City Phone Number (3O3) 895-1521 State ZIP Code 1. Do you have legal possession of the premises at the street address'? Yes 0 No Are the premises owned or rented? Owned *If rented, expiration date of lease Rented* I 5/31/30 2. Are you renewing a storage permit, additional optional premises, sidewalk service area, or related facility? C Yes • No If yes, please see the table in the upper right hand corner and include all fees due. 3. Are you renewing a takeout and/or delivery permit'? 0 Yes 4 No (Note: must hold a qualifying license type and be authorized for takeout and/or delivery license privileges) If selecting `Yes', an additional $11.00 is required to renew the permit. If so, which are you renewing'? 0 Delivery C Takeout 0 Both Takeout and Delivery 4. Since the date of filing of the last application, has the applicant, including its manager, partners, officer, directors, stockholders, members (LLC), managing members (LLC), or any other person with a 10% or greater financial interest in the applicant, been found in final order of a tax agency to be delinquent in the payment of any state or local taxes, penalties, or interest related to a business?.... C Yes No Since the date of filing of the last application, has the applicant, including its manager, partners, officer, directors, stockholders, members (LLC), managing members (LLC), or any other person with a 10% or greater financial interest in the applicant failed to pay any fees or surcharges imposed pursuant to section 44-3-503, C.R.S.? _ 0 Yes al No 5. Since the date of filing of the last application, has there been any change in financial interest (new notes, loans, owners, etc.) or organizational structure (addition or deletion of officers, directors, managing members or general partners)? 0 Yes 4 No If yes, explain in detail and attach a listing of all liquor businesses in which these new lenders, owners (other than licensed financial institutions), officers, directors, managing members, or general partners are materially interested. 6. Since the date of filing of the last application, has the applicant or any of its agents, owners, managers, partners or lenders (other than licensed financial institutions) been convicted of a crime? Yes 41 No If yes, attach a detailed explanation. 7. Since the date of filing of the last application, has the applicant or any of its agents, owners, managers, partners or lenders (other than licensed financial institutions) been denied an alcohol beverage license, had an alcohol beverage license suspended or revoked, or had interest in any entity that had an alcohol beverage license denied, suspended or revoked? C Yes •i No If yes, attach a detailed explanation. 8. Does the applicant or any of its agents, owners, managers, partners or lenders (other than licensed financial institutions) have a direct or indirect interest in any other Colorado liquor license, including loans to or from any licensee or interest in a loan to any licensee? C Yes •' No If yes, attach a detailed explanation. 9. I would like to apply for a Two -Year Renewal e Yes O No Affirmation & Consent 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. Type or Print Name of Applicant/Authorized Agent of Business ICor((JA 1. Title Signature Date MM/DD DR 8495 (02/16/24) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division PO BOX 17087 Denver CO 80217-0087 (303) 205-2300 Tax Check Authorization, Waiver, and Request to Release Information Jt4;Jii ttjt am signing this Tax Check Authorization, Waiver and Request to Release Information (hereinafter "Waiver") on behalf of (the "Applicant/Licensee") I "a I f 4,4 Auc- to permit the Colorado Department of Revenue and any other state or local taxing authority to release information and documentation that may otherwise be confidential, as provided below. If I am signing this Waiver for someone other than myself, including on behalf of a business entity, I certify that I have the authority to execute this Waiver on behalf of the Applicant/Licensee. The Executive Director of the Colorado Department of Revenue is the State Licensing Authority, and oversees the Colorado Liquor Enforcement Division as his or her agents, clerks, and employees. The information and documentation obtained pursuant to this Waiver may be used in connection with the Applicant/Licensee's liquor license application and ongoing licensure by the state and local licensing authorities. The Colorado Liquor Code, section 44-3-101. et seq. ("Liquor Code"), and the Colorado Liquor Rules, 1 CCR 203-2 ("Liquor Rules"), require compliance with certain tax obligations, and set forth the investigative, disciplinary and licensure actions the state and local licensing authorities may take for violations of the Liquor Code and Liquor Rules, including failure to meet tax reporting and payment obligations. The Waiver is made pursuant to section 39-21-113(4), C.R.S., and any other law, regulation, resolution or ordinance concerning the confidentiality of tax information, or any document, report or return filed in connection with state or local taxes. This Waiver shall be valid until the expiration or revocation of a license, or until both the state and local licensing authorities take final action to approve or deny any application(s) for the renewal of the license, whichever is later. Applicant/Licensee agrees to execute a new waiver for each subsequent licensing period in connection with the renewal of any license, if requested. By signing below, Applicant/Licensee requests that the Colorado Department of Revenue and any other state or local taxing authority or agency in the possession of tax documents or information, release information and documentation to the Colorado Liquor Enforcement Division, and is duly authorized employees, to act as the Applicant's/Licensee's duly authorized representative under section 39-21-113(4), C.R.S., solely to allow the state and local licensing authorities, and their duly authorized employees, to investigate compliance with the Liquor Code and Liquor Rules. Applicant/ Licensee authorizes the state and local licensing authorities, their duly authorized employees, and their legal representatives, to use the information and documentation obtained using this Waiver in any administrative or judicial action regarding the application or license. Name (Individual/Business) ji4 ttl C1, 7. L Arm Social Security Number/Tax Identification Number -7-1,V13z3 Street Address Home Phone Number (303) 895-1521 BusinessNVork Phone Number 3o3. 6 qc /S-2-/ cgcO City Printed name of person signing on behalf of the Applicant/Licensee IJ1,41 art4751 Applicant/Lice Si • • .tu State ZIP Code u I (Signature authorizing the disclosure of confidential tax information) Date Signed Privacy A ► Statement Providing your Social Security Number is voluntary and no right, benefit or privilege provided by law will be denied as a result of refusal to disclose it. § 7 of Privacy Act, 5 USCS § 552a (note). OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE OF FACT OF GOOD STANDING I, Jena Griswold, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, Salt and Acres LLC is a Limited Liability Company formed or registered on 08/03/2021 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20211718835 . This certificate reflects facts established or disclosed by documents delivered to this office on paper through 10/09/2025 that have been posted, and by documents delivered to this office electronically through 10/14/2025 @ 10:40:29 . I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, and issued this official certificate at Denver, Colorado on 10/14/2025 @ 10:40:29 in accordance with applicable law. This certificate is assigned Confirmation Number 17781197 . Secretary of State of the State of Colorado *********************************************End of Certificate******************************************* Notice: A certificate issued electronically from the Colorado Secretary of State's website is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Validate a Certificate page of the Secretary of State's website, https:///www.coloradosos.gowbiziCertificateSearchCriteria.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our website, https: www.coloradosos.gov click "Businesses, trademarks, trade names" and select "Frequently Asked Questions." LEASE AGREEMENT by and between 45 ACRES LLC as Landlord and SALT & ACRES LLC as Tenant Effective Date: March 12025 Landlord Initials: Tenant Initials _ 01464128.1 Retail Lease Agreement THIS RETAIL LEASE AGREEMENT ("Lease") is entered into to be effective as of the _1_ day of March, 2025 Effective Date"), by and between 45 ACRES LLC ("Landlord") and SALT AND ACRES, a Colorado Limited Liability Company ("Tenant"). Recitals A. Landlord is the owner of certain real property located in the City and County of Weld, Colorado (the `Building"). B. Tenant desires to lease from Landlord certain space on the property, pursuant to the terms, covenants and conditions hereof. Agreement NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed by the parties hereto, Landlord does hereby let and lease unto Tenant the Premises, said Lease to be upon the following terms and conditions: ARTICLE 1 Basic Lease Terms Section 1.1 Basic Lease Terms. Each reference in this Lease to the "Basic Lease Terms" shall mean and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining articles of this Lease. Center: Premises Address: Premises: Outdoor Area: The single building that has the addresses of 9490 County Road 25, Fort Lupton, CO 80621, comprising an estimated total square footage of 4,500 square feet. 9490 County Road 25 Fort Lupton Colorado 80621 That certain space having approximately 4,500 square feet of rentable floor area ("Floor Area"). If applicable, set forth in Section 20.21 of the Lease. Condition of Premises: Except as otherwise specifically provided in this Lease, Tenant shall accept the Premises in "AS -IS WHERE IS" condition on the Lease Commencement Date, and Landlord shall have no obligation to improve, alter, remodel or otherwise modify the Premises prior to Tenant's occupancy. Permitted Use: Tenant's permitted use of the Premises shall be the operation of a vinyard and restaurant with table service and, at Tenant's option, a related bar, or any other lawful purpose approved by Landlord. In addition to the foregoing permitted use, items may be produced in the Premises for consumption on -site and sold at retail (collectively, "Goods"). Tenant Landlord Initials: Tenant Initials: may also utilize the Premises for the retail sale of general merchandise bearing the logo of the business operated by Tenant in the Premises ("Merchandise"). Tenant shall be subject to the Restaurant Provisions contained in Exhibit J hereto. The Permitted Use will not conflict with any exclusive use granted by Landlord to any other current or future tenant at the Center, (the current list of which exclusive uses is attached as Exhibit E to this Lease). Exclusive Use: Provided that no uncured default by Tenant has ever occurred under any term or provision contained in the Lease and no condition exists which with the passage of time or the giving of notice or both would constitute a default by Tenant, and provided further that no sublease of the Premises or assignment of the Lease has ever occurred, Landlord shall not sell or lease any space in the Center to a buyer or a tenant, excluding tenants of the Center as of the Effective Date, whose "Primary Use" is defined as a pizzeria restuarant. Lease Commencement Date: The date on which Landlord delivers possession of the Premises to Tenant "AS -IS" as set forth in Exhibit B, Paragraph 1 hereto. Rent Commencement Date: The Rent Commencement Date shall be May 12025 Initial Term: Extension Terms: Base Rent: Percentage Rent: Additional Rent: The Initial Term of this Lease will commence on the Rent Commencement Date and expire on the date that is the last calendar day of the 600 full month following the Rent Commencement Date ("Expiration Date"). Tenant has the option to extend the Initial Term for two (2) periods of five (5) years each, pursuant to Exhibit G. Base Rent during the Extension Term will be payable as set forth in Exhibit G. The monthly Base Rent payable by Tenant, commencing on the Rent Commencement Date and continuing through the Expiration Date, shall be as follows: Lease Anual Year Rent PSF Monthly Base Rent* 1St Lease Year 2nd Lease Year 3rd Lease Year 40 Lease Year 50 Lease Year $35.00 $35.00 $35.00 $35.00 $35.00 $13,125.00 $13,125.00 $13,125.00 $13,125.00 $13,125.00 *Tenant shall also pay Tenant's Pro Rata Share of Operating Expenses as provided in Section 4.3 of the Lease. Not applicable. Tenant's Pro Rata Share shall be the quotient obtained by dividing the total Floor Area of the Premises by the total square footage of the Center. For the purposes hereof, the Floor Area of the Premises shall be determined 2 Landlord Initials: Tenant Initials: using the following methodology: (i) to the building outside face of exterior walls; (ii) to the center line of demising walls; and (iii) to the corridor side or outside face of any other walls. Tenant's initial Pro Rata Share is 100%. It is estimated that Tenant's payment will be $5.25 per square foot during the first lesae year. Operating Expenses: Security Deposit: Guaranty: Tenant Improvement Allowance: Contingency: Lease Year Initial NNN Monthly Additional Rent 1St Lease Year 2"d Lease Year 3rd Lease Year 4th Lease Year 5th Lease Year $5.25/sf $5.25/sf $5.25/sf $5.25/sf $5.25/sf $1,968.75 $1,968.75 $1,968.75 $1,968.75 $1,968.75 Tenant shall pay Landlord its Pro Rata Share of monthly Operating Expenses at the Center during the Term in accordance with Section 4.3 of the Lease. Tenant shall not be required to pay to Landlord any Security Deposit. During the Term, as it may be extended, Andre Esprenger shall personally guaranty the obligations under this Lease in accordance with the form of Guaranty attached hereto as Exhibit I. Not Applicable. Tenant may terminate this Lease if it is unable to obtain the necessary and required federal liquor licensing, state liquor licensing, required building and signage permits and approvals to operate a tap room/brewery restaurant serving alcohol (collectively, the "Approvals"). The Tenant shall be obtaining such Approvals through a separate Membership Interest Purchase Agreement between the Tenant and the Landlord. Tenant will diligently pursue obtaining such Approvals, and provide copies of all Approvals to Landlord by no later than June 1, 2025 ("Approval Date"). If Tenant is unable to obtain the Approvals by the Approval Date, Tenant may provide Landlord with written notice of Tenant's failure to obtain the Approvals ("Termination Notice"), at which time this Lease shall become null and void as to all obligations of Tenant and Landlord, except for Tenant's obligations to pay the Landlord's Costs (as hereinafter defined) and Tenant shall forfeit and Landlord shall be entitled to retain the Security Deposit ("Tenant Contingency Obligations"). If Tenant fails to deliver a Termination Notice by the Approval Date, Tenant shall be deemed to have automatically waived its right to terminate this Lease for failure to obtain the Approvals by the Approval Date. Upon receipt of the Termination Notice, or Landlord's exercise of its right to terminate the Lease as provided herein, Landlord shall calculate its fees, costs and expenses incurred by Landlord in Landlord's efforts to accommodate Tenant under the terms and conditions of this Lease, including but not 3 Landlord Initials: Tenant Initials: limited to (i) any portion of the Tenant Improvement Allowance paid to the Approved Contractor (as defined in Exhibit C) under the terms and conditions set forth in Exhibit C to the Lease (ii) expenses and costs to return the Premises back to the original condition prior to commencement of Landlord's Work and Tenant's Work and (iii) Landlord's Broker (as hereinafter defined) fees and attorneys' fees (collectively, "Landlord's Costs"). Within ten (10) days after receipt of the Termination Notice, Landlord shall deliver a written notice to Tenant of Landlord's Costs ("Landlord's Notice") which shall require Tenant and Guarantor, jointly and severally, to reimburse Landlord for the Landlord's Costs within fifteen (15) days after receipt of Landlord's Notice. In addition to the foregoing, if the Approvals have not been obtained by Tenant within fifteen (15) days following the Approval Date, then Landlord shall have the right to terminate this Lease by written notice to Tenant within ten (10) days thereafter, whereupon this Lease shall be deemed null and void as to all obligations of Tenant and Landlord, except for the obligations of Tenant to meet the Tenant Contingency Obligations. Notwithstanding anything to the contrary contained herein, within thirty (30) days after the Effective Date, and on each and every Friday thereafter until all the Approvals are obtained by Tenant, Tenant shall provide Landlord with written updates regarding Tenant's progress in obtaining the Approvals. Tenant's Federal EIN: 87-1984323 Addresses for Notice: Landlord: Tenant: 45 ACRES LLC 9378 County Road 25 Fort Lupton, Colorado 80621 at the address of the Premises, Section 1.2 Definitions. Except as otherwise defined herein, each of the above -captioned terms shall have the meaning set forth next to such term. ARTICLE 2 Premises Section 2.1 Leased Premises. Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the Premises. Section 2.2 Landlord's Work. Except as otherwise specifically provided herein, Tenant shall accept the Premises in "AS -IS WHERE IS" condition on the Lease Commencement Date, and Landlord 4 Landlord Initials: Tenant Initials: shall have no obligation to improve, alter, remodel or otherwise modify the Premises prior to Tenant's occupancy. Section 2.3 Tenant's Work. Tenant will have the right to remodel, change anything need for tenants business. ARTICLE 3 Term; Renewal Option Section 3.1 General. The term of this Lease shall extend for the period set forth in Section 1.1 under "Initial Term" and Section 3.2 unless extended or sooner terminated as provided herein. The Initial Term and any Extension Terms (defined in Exhibit G) are sometimes collectively referred to herein as the "Term." Except as otherwise specifically stated ie this Lease or in any subsequent amendment thereof, the terms and conditions of this Lease shall remain in effect following any extension, renewal or holdover of the Term. Section 3.2 Lease Years. For the purposes hereof, the Initial Term shall consist of a series of approximately five (5) lease years (each a "Lease Year" and collectively the "Lease Years"), as follows: (a) The first Lease Year ("First Lease Year") shall consist of a year (slightly longer than a calendar year, if the Rent Commencement Date falls on a day other than the first day of a calendar month) commencing on the Rent Commencement Date and expiring at the close of the last day of the twelfth (12a') full calendar month following the month in which the Rent Commencement Date falls. (b) The Second Lease Year shall commence on the first day of the calendar month next following the month in which the First Lease Year expires, and shall expire twelve (12) months thereafter at the close of one calendar year ("Second Lease Year"). (c) Each Lease Year thereafter shall commence on the first day of the calendar month next following the month in which the prior Lease Year expires, and shall expire twelve (12) months thereafter (each Lease Year to be referred to by its number, e.g., "Third Lease Year"). (d) The Fifth Lease Year will conclude on the Expiration Date. Section 3.3 Extension Terms. Tenant shall have the option to extend this Lease for two (2) periods of five (5) years each pursuant to the provisions set forth in Exhibit G of this Lease. Such options shall operate to extend this Lease upon the same terms and conditions as provided herein, except for the amount of Base Rent, which shall be determined as set forth in Exhibit G. ARTICLE 4 Rent and Operating Expenses Section 4.1 Base Rent. From and after the Rent Commencement Date, Tenant shall pay without deduction, offset, counterclaim, notice or demand, unless such deduction or offset is expressly allowed hereunder or such demand is expressly required hereunder, the Base Rent. Base Rent shall be due and payable in equal monthly installments, in advance on the first day of each month during the Term. If the Rent Commencement Date occurs on a day other than the first day of the month, the first installment of Base Rent shall include rent for the fractional portion thereof. All monetary obligations of Tenant to Landlord under this Lease, including Base Rent, Percentage Rent and Tenant's obligations to pay Operating Expenses as more fully described herein, constitute "Rent" under this Lease. Tenant's covenant to pay Rent is an independent covenant. If Landlord shall at any time or times accept Rent to which Landlord is 5 Landlord Initials: Tenant Initials: entitled hereunder after the same shall become due and payable, such acceptance shall not excuse a delay upon subsequent occasions, or constitute or be construed as a waiver of any or all of Landlord's rights hereunder. Tenant's obligation for the payment of Rent shall survive the expiration or sooner termination of this Lease. Section 4.2 Operating Expenses. (a) Payment of Operating Expenses. During the Term beginning on the Rent Commencement Date, Tenant shall pay to Landlord, in addition to the Base Rent and Percentage Rent, Tenant's Pro Rata Share of all Operating Expenses (as hereinafter defined) incurred during each calendar year during the Term, as Additional Rent (as defined in Section 15.1(a)). (b) Operating Expenses Defined. For the purposes hereof, "Operating Expenses" shall mean all costs of any kind paid, reserved, or incurred by Landlord in operating, managing, cleaning, equipping, protecting, lighting, repairing, replacing, and maintaining the Building (including the Common Facilities), including by way of illustration but without limitation, all of the following: (i) Real Property Taxes (as defined in Section 4.3(e)(v)); (ii) Insurance Expenses (as defined in Section 11.2); (iii) Utilities charges (as provided in Section 9.3); (iv) (A) the cost of providing, managing, maintaining, and repairing all structural and non-structural portions and components of the Building, including mechanical systems, life safety systems, security systems (if any), parking areas, sidewalks, curbs, seasonal decor, lighting, HVAC systems, plumbing, and all other utilities, to the extent that the same do not exclusively serve the Premises (for which expenses Tenant shall be solely responsible); (B) to the extent that Landlord incurs any costs or expenses otherwise falling within the definition of Operating Expenses but that relate to mechanical systems, life safety systems, security systems (if any), HVAC systems, plumbing, and other utilities that exclusively serve the Premises, the same shall not be included in the amount of Operating Expenses that are allocated to all tenants of the Building but shall be allocated entirely to Tenant, and vice versa. (v) the cost of repairs and general maintenance of all landscaping, signs and trash removal at the Building; (vi) the management fee of the Property Manager for the Building; (vii) the cost of business licenses and similar taxes for the Building; (viii) the cost of snow removal from the Building; (ix) any costs or fees (other than Real Property Taxes) imposed, assessed or levied against the Building pursuant to any applicable laws; (x) any charges which are payable by Landlord pursuant to a service agreement, if any, with a third party for services provided directly to the Building; 6 Landlord Initials: Tenant Initials (xi) the reasonable costs of contesting the validity or applicability of any governmental enactment which would increase Operating Expenses, which costs shall not exceed the monetary relief to be obtained from such enactment over the balance of the Term; (xii) personal property taxes and the cost of depreciation or the rental expense of personal property used in the maintenance, operation, and repair of the Building; and (xiii) expenses payable by Landlord pursuant to the provisions of any recorded covenants, conditions, and restrictions, reciprocal easement agreements, and any other recorded documents affecting the Building. (c) Exclusion from Operating Expenses. The following items shall not be included in Operating Expenses: (i) leasing commissions and advertising expenses or any other costs incurred by Landlord in procuring new tenants; (ii) costs, disbursements and other expenses incurred in negotiations or disputes with tenants or prospective tenants; (iii) renovating or improving space for tenants or other occupants; (iv) depreciation and amortization of the Building; (v) interest, principal payments and financing costs incurred in connection with any debt associated with the Building; (vi) repairs that are covered under warranties by either manufacturer of materials incorporated into any building located in the Building or developer of the Building; (vii) expenses paid by any tenant directly to third parties or those which Landlord is otherwise actually reimbursed by any third party or by insurance proceeds; (viii) the costs of compliance with laws, statutes, codes or regulations if not incurred in respect of land or improvements constituting a part of the Common Facilities (as defined at Section 6.1 hereafter); (ix) any other expense that according to generally accepted accounting principles is not considered a normal maintenance or operating expense; (x) costs of replacing the roof of the Premises or any part of the Building; (xi) interest, fines or penalties payable due to the failure of the Landlord to pay taxes, utilities or other charges in a timely manner; (xii) expenses for the defense of the Landlord's title to the Building, or any part thereof; (xiii) costs associated with the operation of the business of the entity which constitutes the "Landlord" (as distinguished from the costs of the operations, maintenance, and repair of the Center); 7 Landlord Initials: Tenant Initials: (xiv) the cost of repairs or other work to the extent covered by insurance, except for deductibles paid by Landlord under insurance contracts; (xv) Landlord's or its member's gross receipts taxes, income taxes, franchise taxes, inheritance and estate taxes, and gift or transfer taxes; or (xvi) the cost of repair necessitated by Landlord's gross negligence or willful misconduct. (d) Capital Expenditures and Reserves. (i) Capital Expenditures Excluded. The phrase "Operating Expenses" as used herein shall not include any sums expended for the following: (A) The cost of any betterments, alterations, additions, changes, or replacements that are made in respect of the land or structural improvements constituting a part of the Building (including the Common Facilities), that are required to be classified as capital expenditures under generally accepted accounting principles ("GAAP"). (B) Any charge in the nature of depreciation in respect of the structural improvements constituting a part of the Building (including the Common Facilities) that are required to be classified as capital assets under GAAP. (C) Any reserves created to fund any capital expenditures described in Section 4.3(d)(i)(A). (ii) Certain Capital Expenditures. Notwithstanding Section 4.3(d)(i) to the contrary, Landlord may include in "Operating Expenses" a charge representing the costs of a Replacement (as herein defined) amortized (including an interest factor reasonably determined by Landlord but not to exceed the rate announced from time to time by Wells Fargo Bank or, if Wells Fargo Bank ceases to exist or ceases to publish such rate, then the rate announced from time to time by the largest (as measured by deposits) chartered bank operating in Denver, Colorado, as its "prime rate" or "reference rate", plus two percent (2%) (the "Prime Rate"); on the date such charge commences over the anticipated useful life of such Replacement as reasonably determined by Landlord. For these purposes, a "Replacement" means any expenditure by Landlord in the nature of a capital expenditure to repair or replace any element of the Building so as to maintain the Building in, as nearly as possible, the state and condition as exists on the date hereof (excepting replacements occasioned by a casualty described in Article 12). Replacements shall not include any expenditure for any expansion or addition of or to the Building. (e) Payment. (i) Monthly Payment Based On Estimate. On the Rent Commencement Date, Tenant shall pay the percentage of Tenant's Pro Rata Share of all Operating Expenses equal to the number of days left in that month divided by 30, and thereafter, on the first day of each calendar month during the Term, Tenant shall pay to Landlord an amount equal to one -twelfth (1/12) of the 8 Landlord Initials; Tenant Initials: Tenant's Pro Rata Share of all Operating Expenses anticipated to accrue or become owing for the calendar year in which such month falls, as reasonably estimated by Landlord. (ii) Annual Reconciliation. Within three (3) calendar months following the end of each calendar year, Landlord shall endeavor to furnish Tenant with a statement covering the calendar year just expired, showing (A) the total of Operating Expenses actually payable by Tenant pursuant to Section 4.3(a) for such year as the Tenant's Pro Rata Share thereof, based upon Landlord's actual costs therefor, and (B) the payments made by Tenant under Section 4.3(e)(i) for Operating Expenses with respect to such period. If the sum described in clause (A) above exceeds the sum described in clause (B) above, Tenant shall pay Landlord the deficiency within thirty (30) days after receipt of such statement. If the sum described in clause (B) above exceeds the sum described in clause (A) above, Tenant shall be entitled to a credit in the amount of such excess, against payments of Base Rent and Operating Expenses next thereafter to become due to Landlord as set forth herein; provided, that if this Lease has then expired or terminated and no further payments are due to Landlord, then Landlord shall refund such excess to Tenant within thirty (30) days following Tenant's request therefor. (iii) Disputes. In the event of any dispute as to the amount or nature of any Operating Expense, Tenant or its agents shall have the right, not more frequently than once per calendar year, after notice to Landlord and at reasonable times, to inspect and photocopy Landlord's Operating Expense records. Should Tenant dispute such Operating Expenses, Tenant shall be entitled, not later than one (1) year following the calendar year in question, to retain an independent certified public accountant who is a member of a rationally or regionally recognized accounting firm to audit Landlord's Operating Expense records for the calendar year in question, which audit shall be completed within sixty (60) days of commencement. Tenant shall escrow any payments for increases in operating expenses while completing its audit, which escrow shall not exceed sixty (60) days. Should the audit determine that Tenant was overcharged, then, within fifteen (15) days following Landlord's inspection of the audit, Landlord shall credit Tenant the amount of such over- charge toward the payments of Base Rent and Additional Rent next coming due under the Lease. Should the audit determine that Tenant has been undercharged, Tenant shall reimburse Landlord for such amount as Additional Rent next coming due under the Lease. Tenant agrees to pay the cost of the audit, unless the audit determines that Landlord's calculation of Operating Expenses was in error by more than five percent (5%), in which case Landlord shall reimburse Tenant for reasonable costs of the audit. (iv) Survival, Etc. The parties' obligation to reconcile Operating Expenses shall survive the expiration or termination of this Lease. Notwithstanding any dispute that may arise in connection with the computation or estimate of the amounts due under this Article, Tenant shall be obligated to pay the amount specified by Landlord, without set-off, recoupment, abatement, counterclaim, adjustment or deduction of any kind, pending the resolution of any dispute. (v) Real Property Taxes. For the purposes hereof, "Real Property Taxes" shall mean all taxes, assessments (special or otherwise), and charges levied upon or with respect to the Building and its underlying or appurtenant property. Landlord and Tenant anticipate that Real Property Taxes will be separately assessed against the Building, and in such event Tenant's Pro Rata Share of Real Property Taxes shall be calculated as the amount of such taxes separately assessed in respect of the Building multiplied by the ratio that the Floor Area of the Premises bears to the total Floor Area of the Building. Real Property Taxes shall include, without limitation, any tax, fee or excise on the act of entering into this Lease, on the occupancy of Tenant, the rent hereunder or in connection with the business of owning and/or renting space in the Building which are now or hereafter levied or assessed against Landlord by the United States of America, the State 9 Landlord Initials: Tenant Initials: of Colorado, or any political subdivision, public corporation, district or other political or public entity, and shall also include any other tax, assessment, fee or excise, however described (whether general or special, ordinary or extraordinary, foreseen or unforeseen), which may be levied or assessed in lieu of, as a substitute for, or as an addition to, any other Real Property Taxes. Landlord may pay any such special assessments in installments when allowed by law, in which case Real Property Taxes shall include any interest charged thereon, however, Landlord and Tenant shall mutually agree as to the reasonable method for paying such installments. ARTICLE 5 Use Section 5.1 Use. Tenant shall use the Premises solely for the Permitted Use. The Permitted Use shall exclude the exclusive use restrictions described on the list of Exclusive Uses Granted by Landlord, as such list shall be distributed to Tenants from time to time (the current edition of which is attached hereto as Exhibit E), and Tenant shall not use or permit the use of the Premises for such exclusive uses. Section 5.2 Certain Covenants Reaardina Operations. (a) The general hours of operation at the Premises shall be 9:00 a.m. to 4:00 a.m., Monday through Sunday of each week (the "General Hours of Operation"). Tenant covenants to, and it is the essence of this Lease that Tenant shall, continuously operate the Tenant's business in the Premises during the entire Term, subject to the provisions of this Section 5.2(a). Tenant will be considered in default of this Lease if Tenant fails to remain open for business during the Term of this Lease, as further set forth in Section 15.1(e) of this Lease. While the General Hours of Operation shall not determine the exact hours in which Tenant will have the Premises open to the public for business, Tenant agrees to keep the Premises open for a minimum of seventy-two (72) hours per week during the General Hours of Operation, and, if determined necessary by Tenant in order to properly serve its clientele, Tenant may be open for business additional hours outside of the General Hours of Operation, including, but not limited to, early mornings, late evenings, on the weekends, or during holidays. In furtherance of the foregoing, Tenant shall operate from the Premises at least three hundred (300) days per year. Notwithstanding the foregoing, Tenant may also close for the following holidays: New Year's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Tenant shall conduct its business in the Premises in a first-class manner at all times. (b) Tenant shall not do or permit or suffer anything to be done in or about the Premises which will obstruct or interfere with the rights of other tenants or occupants of the Building, and Tenant shall take all necessary action to prevent odors, emissions, fumes, liquids or other substances or excessive noise from escaping or extending beyond the Premises. Tenant shall not use or allow the Premises to be used for any improper, unlawful, or unreasonably hazardous purpose or activity which will increase the insurance rates on the Building. Tenant shall refrain from using or permitting the use of the Premises or any portion thereof as living quarters, sleeping quarters or for lodging purposes. Tenant shall not use or allow the premises to be used for the sale or display of pornography, nudity, graphic violence, or drug paraphernalia. Tenant shall, at its sole cost and expense, promptly comply with all federal, state, county, or municipal laws, ordinances, rules, regulations, directives, orders and/or requirements now in force or which may hereafter be in force with respect to the Premises, Tenant's use and occupancy of the Premises, and Tenant's business conducted thereon. Such obligation shall include the obligation at Tenant's sole cost to alter, maintain, and restore the Premises in compliance with all applicable laws (including the Americans With Disabilities Act of 1990 (the "ADA"), even if the laws are enacted after the date of this Lease, and even if compliance entails costs to Tenant of a substantial nature; provided, that such obligation shall not extend to matters that are stated herein or in any Exhibit hereto to be the responsibility of the Landlord (including those specifically excluded from the definition of Operating Expenses). Tenant shall likewise 10 Landlord Initials: Tenant Initials: promptly comply with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises. Tenant shall be solely responsible for and pay, and shall indemnify and hold Landlord harmless from and against, all costs, expenses (including attorneys' fees), fines, damages, penalties and surcharges incurred or arising by reason of Tenant's failure to promptly and completely perform Tenant's obligations under this Section. Section 5.3 Hazardous Materials. (a) Landlord shall not knowingly cause or permit any Hazardous Materials (as defined below) to be brought upon, kept or used in or about the Building or Tenant's Premises, by Landlord, its contractors, agents, or employees, unless such Hazardous Materials (i) are necessary to Landlord's business or for the maintenance, repair or cleaning of the Building, and (ii) will be used, kept and stored in a manner that complies with all Hazardous Material Laws (as defined below). Should Landlord fail to fulfill its obligations as stated herein with regard to Hazardous Materials brought on or about the Building to or during the Term, Landlord shall indemnify Tenant as set forth in Section 5.3(c). (b) Except for ordinary cleaning and office supply materials, and handset and other batteries used in Tenant's business, Tenant shall not cause, permit or allow any Hazardous Materials (as defined below) to be brought upon, kept or used in or about the Premises or the Building by Tenant, its customers, employees, visitors, guests, patrons and invitees (collectively, "Invitees") without Landlord's prior written consent (which consent shall not be unreasonably withheld as long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Materials (i) are necessary to the Primary Use, and (ii) will be used, kept and stored in a manner that complies with all Hazardous Material Laws). (c) If (i) Landlord or Tenant breaches any obligation stated in Section 5.3(a) or (b), respectively, or (ii) the contamination of any aspect of the Premises .or the Building by Hazardous Materials otherwise occurs through the act or omission of either party or its Invitees, contractors, agents or employees, then such party shall indemnify, defend and hold the other party and its partners, affiliates, employees, contractors, representatives, lenders, successors and assigns (collectively, the "Indemnified Parties") harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, losses, actions or causes of action (including, without limitation, diminution in value of the Premises, the Building, any structure, system, or improvement in the Building, damages for the loss of restriction on use of rentable or usable space or of any amenity, damages arising from any adverse impact on marketing any of the foregoing, and sums paid in settlement of claims, attorneys' fees and costs incurred, consultant fees and expert fees) made, brought or sought against or suffered or incurred by the Indemnified Parties, or any of them, which arise during or after the Term as a result of such contamination. This indemnification includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or required to return the property to the condition existing prior to the introduction of any such Hazardous Materials for which such party is responsible as provided above. The parties' obligations hereunder and the provisions of this Section 5.3 shall survive the expiration or earlier termination of the Term or this Lease, or the early termination of Tenant's right to occupy the Premises. (d) Tenant and Landlord shall at all times and in all respects comply with all federal, state and local laws, ordinances and regulations ("Hazardous Materials Laws") relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal or transportation of any oil or petrochemical products, PCB, flammable materials, explosives, asbestos, urea formaldehyde, radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any substances defined as or included in the definition of "hazardous materials", "toxic substances" or "chemicals known to the State to cause cancer or reproductive toxicity" under any such Hazardous Materials Laws (collectively, "Hazardous Materials"). 11 Landlord Initials: Tenant Initials: Section 5.4 Signs and Displays. Tenant may place signs on the Building and/or Premises, subject to the approval of any applicable governmental authorities, and subject to Landlord's prior written consent, which consent may not be unreasonably withheld. Tenant has the express permission to use and place existing signage that is delivered with the Premises. Tenant shall be solely responsible for the cost and installation of all signs on the Building or Premises, shall remove all such signs within thirty (30) days following the expiration or earlier termination of this Lease, or the early termination of Tenant's right to occupy the Premises, and shall repair any damage to the Premises or Building occasioned thereby. Tenant shall not place any signs, awnings, posters, or advertising materials on the Premises or the Building (including in any windows) without Landlord's prior written consent, and only in compliance with the Building's Sign Criteria, as provided to Tenant by Landlord from time to time, which is attached hereto as Exhibit H. In the event Tenant installs any sign that does not meet Landlord's Sign Criteria, Landlord shall notify Tenant of the non-conformance and Tenant shall have thirty (30) days in which to cure or diligently pursue the correction of the non-conformance, after which Landlord shall have the right, without liability to Tenant, to enter upon the Premises, remove the subject sign, and repair all damage caused by the removal of the sign. All costs and expenses incurred by Landlord shall be paid by Tenant as Additional Rent together with Tenant's next Base Rent installment. Landlord reserves the right to remove Tenant's sign during any reasonable period when Landlord repairs, restores, constructs or renovates the Premises or the Building. Landlord agrees to expedite such repair or renovation and replace Tenant's sign immediately thereafter at Landlord's sole cost and expense. Section 5.5 Rules and Regulations. Tenant and its agents, employees, Invitees, licensees, customers, clients, family members, guests and subtenants shall at all times abide by and observe the written rules and regulations promulgated by Landlord, which Landlord may promulgate from time to time for the operation and maintenance of the Building, provided that notice thereof is given to Tenant and such rules and regulations are not inconsistent with the provisions of this Lease, in which case, the provisions of this Lease shall control. The current written Rules and Regulations for the center are attached hereto as Exhibit F. Nothing contained in this Lease shall be construed as imposing upon Landlord any duty or obligation to enforce such Rules and Regulations or the terms, conditions or covenants contained in any other lease as against any other tenant, and Landlord shall not be liable to Tenant for the violation of such rules or regulations or lease by any other tenant or its employees, agents, invitees, licensees, customers, clients, family members, guests or subtenants, except as otherwise provided in this Lease. ARTICLE 6 Common Facilities and Vehicle Parking Section 6.1 Operation and Maintenance of Common Facilities. During the Term, Landlord shall operate and maintain in good condition and repair all Common Facilities that are a part of the Center. The term "Common Facilities" means all improved and unimproved areas within or in the immediate vicinity of the boundaries of the Building that are now or hereafter made available for the general use, convenience, and benefit of Landlord, other persons entitled to occupy premises in the Building and/or their customers, patrons, guests, licensees, employees and invitees, including, without limitation, all automobile parking areas, floors, ceilings, roofs, windows, driveways, open or covered malls, common seating areas not designated under leases for the exclusive use of particular tenants, railings delineating the boundaries of patio seating areas (including those designated for the exclusive use of particular tenants), sidewalks, curbs and landscaped areas, and such public transportation facilities and landscaped areas as are contiguous with and that benefit the Building. Section 6.2 Use of Common Facilities. Occupancy by Tenant of the Premises shall include the use of the Common Facilities in common with Landlord and others whose convenience and use the Common Facilities may be provided by Landlord, subject, however, to compliance with all rules and 12 Landlord Initials: Tenant Initials: regulations as are reasonably prescribed from time to time by Landlord. Landlord shall at all times during the Term have exclusive control of the Common Facilities, and may temporarily and reasonably restrain any use or occupancy thereof, except as authorized by Landlord's reasonable Rules and Regulations. Except in the event of Landlord's gross negligence or willful misconduct, nothing in this Lease shall be deemed to impose liability upon Landlord for any damage to or loss of the property of, or for any injury to, Tenant or its Invitees. Landlord may, temporarily close any portion of the Common Facilities for repairs or alterations, or to prevent a public dedication or the accrual of prescriptive rights. Under no circumstances shall the right herein granted to use the Common Facilities be deemed to include the right to store any property, temporarily or permanently, on the Common Facilities. In the event that any unauthorized storage shall occur, then Landlord shall have the right, without notice, in addition to such other rights and remedies it may have, to remove the property and charge the cost of such removal to Tenant, which cost shall be payable together with Tenant's next Base Rent installment. ARTICLE 7 Maintenance, Repairs, and Alterations Section 7.1 Landlord's Obligations for Center Maintenance and Repair. Except for damage caused by Tenant or Tenant's Invitees (in which event Tenant shall repair the damage), Landlord, at Landlord's expense, shall keep in good condition and repair the foundations, exterior walls, floor structure (but not floor coverings), and other structural elements of the Building. Landlord shall not be required to paint interior walls; maintain, repair, or replace any of Tenant's signs, doors, or plate glass; or perform any Tenant's responsibilities set forth in Section 7.2; unless damage was caused by Landlord or its contractors, agents, or employees, and the damage/repair is covered under an insurance policy maintained by Landlord. Landlord shall use its best efforts to begin repairs under this Section 7.1 as soon as reasonably possible, but no later than thirty (30) days after receipt of written notice from Tenant of the need for such repairs. In case of emergencies, the aforesaid thirty (30) day period shall be reduced to such period as is reasonable under the circumstances, and Tenant shall only be required to provide oral notice to Landlord. Landlord shall not be liable for damages or loss of any kind or nature by reason of Landlord's failure to furnish any such services when such failure is caused by strikes, lockout or any other labor disturbances, or disputes of any character beyond Landlord's reasonable control. Section 7.2 Tenant's Obligations. (a) Premises Repair and Maintenance. At Tenant's expense, Tenant shall keep in good order, condition, and repair the Premises and every part thereof, including, without limiting the generality of the foregoing, all mechanical systems, life safety systems, security systems (if any), HVAC systems, plumbing, and all other utilities proportionately or exclusively serving the Premises, electrical and lighting facilities and equipment proportionately or exclusively serving the Premises, fixtures, interior walls (excluding structural and bearing walls) and interior surfaces of exterior walls, floor coverings, ceilings, awnings, locks, doors, door hardware and frames, all exterior and interior glass installed in the Premises (including storefront plate glass and display window glass) and casings, doors (including casings), plate glass and skylights located within the Premises, and the storefront ("Tenant Obligations"). Tenant may, from time to time, engage and reimburse Landlord to repair or maintain some parts of the Premises (in particular HVAC systems) in order to benefit from certain economies of scale when Landlord employs contractors to perform such services throughout the Building. However, Landlord's provision of such services for one or more tenants in the Building shall not relieve Tenant of its primary responsibility to repair and maintain the Premises, nor shall it obligate Landlord to continue providing such services at any future date. (b) Certain Tenant Obligations. In addition to the Tenant Obligations set forth in Section 7.2(a) above Tenant shall at its sole cost (i) arrange for the placement of its trash in the trash 13 Landlord Initials: Tenant Initials: dumpsters provided at the Building; (ii) maintain service agreements reasonably satisfactory to Landlord relative to maintenance, repair, and replacement of the mechanical systems, life safety systems, security systems (if any), HVAC systems, plumbing, and all other utilities, to the extent that they exclusively serve the Premises; and (iii) maintain janitorial and pest control service agreements with respect to the Premises, reasonably acceptable to Landlord. Tenant shall provide Landlord with current copies of all maintenance, service, and cleaning contracts throughout the Term. (c) Remedy for Failure to Perform. If Tenant fails to perform Tenant's Obligations under this Section 7.2, Landlord may enter upon the Premises after ten (10) days' prior written notice to Tenant (except in the case of emergency, in which event no notice shall be required), perform such Tenant Obligations on Tenant's behalf, and put the Premises in good order, condition and repair, and the cost thereof shall be due and payable as s Additional Rent to Landlord together with Tenant's next Base Rent installment Section 7.3 Alterations and Additions. (a) Consent. Tenant shall not, without Landlord's prior written consent (which consent shall not be unreasonably withheld as provided in Section 7.3(b)), make any alterations, improvements, additions, or Utility Installations, on or about the Premises, except for nonstructural alterations to the interior of Premises, the cost of which in any calendar year shall not exceed $10,000 in the aggregate. In any event, Tenant shall make no change or alteration to the exterior of the Premises, the exterior of the Building, or any structural element of the Building, nor make or cause to be made any penetration into or through the roof or floor of the Premises, without Landlord's prior written consent (which consent shall not be unreasonably withheld as provided in Section 7.3(b)). As used in this Lease, the term "Utility Installations" shall mean duct work, power panels, electrical distribution systems, lighting fixtures, space heaters, air conditioning and plumbing. Tenant, and Tenant's contractor and materialmen, shall agree to abide by the reasonable terms and conditions for construction within the Building set forth by Landlord. Should Tenant make any alterations, improvements, additions or Utility Installations without Landlord's prior approval, Landlord may, at any time during the Term, require that Tenant remove any or all of same. In the event that either Landlord or Tenant, during the Term, shall be required by the order or decree of any court, or any other governmental authority, or by law, code or ordinance, (including but not limited to the ADA) to repair, alter, remove, reconstruct, or improve any part of the Building due to Tenant's specific use, interior space plan or alteration of the Premises, then Tenant shall make or Tenant shall be required to permit Landlord to perform such repairs, alterations, removals, reconstructions or improvements without effect whatsoever to Tenant's obligations and covenants herein contained, at Tenant's sole cost and expense, and Tenant hereby waives all claims for damages or abatement of Rent because of such repairing, alteration, removal, reconstruction, or improvement to the interior area of the Premises. (b) Written Notice. Tenant shall present to Landlord any plans for alterations, improvements, additions, or Utility Installations in the Premises that Tenant desires to make that require Landlord's consent in written form, and in accordance with the procedures and requirements contained in Exhibit C. Landlord's shall respond no later than thirty (30) business days after Tenant's request for approval, and Landlord's consent shall not be unreasonably withheld, but shall be deemed conditioned upon (i) Tenant acquiring a permit to proceed from appropriate governmental agencies, (ii) Tenant furnishing a copy thereof to Landlord prior to the commencement of the work, and (iii) Tenant's full compliance with all conditions of said permit in a prompt manner. (c) Payment of Labor. Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises, which claims are, or may be secured by, any mechanic's or materialman's lien against the Premises, or the Center, or any 14 Landlord Initials: Tenant Initials: interest therein. Tenant shall give Landlord not less than ten (10) days' notice prior to the commencement of any work in the Premises, and TENANT SHALL NOT COMMENCE ANY WORK AT THE PREMISES PRIOR TO POSTING NOTICES OF NON -RESPONSIBILITY IN OR ON THE PREMISES OR THE BUILDING AS PROVIDED BY LAW AND IN A FORM TO BE PROVIDED BY LANDLORD. If Tenant shall in good faith contest the validity of any such lien, claim, or demand, then Tenant shall, at its sole expense, defend itself and Landlord against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon, before the enforcement thereof against Landlord or the Premises or the Building upon the condition that, if Landlord shall require, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to such contested lien claim or demand indemnifying Landlord against liability for the same and holding the Premises and the Building free from the effect of such lien or claim. Within 10 days following Landlord's written request, Tenant shall deliver to Landlord duly executed lien waivers, in form and substance acceptable to Landlord in its sole discretion, from all persons or entities that have from time to time provided labor or materials in respect of any portion of Tenant's Work or other alterations. (d) Ownership and Removal at End of Term. All alterations, improvements, additions, and Utility Installations to the Premises (except for personal property and trade fixtures solely owned by Tenant) made by either party, and including Landlord's Work and Tenant's Work (collectively, "Alterations") shall immediately become Landlord's property and shall remain upon and be surrendered with the Premises as part thereof at the end of the Term, except that (i) if Tenant is not then in default under this Lease, Tenant shall have the right to remove, prior to the expiration of the Term, all movable furniture, furnishings, and equipment used in the Premises solely at Tenant's expense, and (ii) Landlord shall have the right to require Tenant to remove any and all Alterations at the expiration or earlier termination of the Term or the early termination of Tenant's right to occupy the Premises if Landlord provided notice to Tenant of the same at the time of installation of such Alteration, and restore the Premises and the Building to their prior condition. All data and communications cabling and equipment installed in the Premises or the Building for the exclusive use of Tenant, whether originally installed by Landlord or by Tenant, shall be removed by Tenant at its own cost and expense upon the expiration or termination of the Term. All damage and injury to the Premises or to the Building caused by such removal shall be repaired by Tenant, at Tenant's sole expense. If such property of Tenant is not removed by Tenant prior to the expiration or termination of this Lease, the same shall be deemed to have been abandoned by Tenant and shall be surrendered with the Premises as a part thereof, which property may be retained by Landlord or disposed of at Tenant's expense. Tenant's obligation to pay for any costs incurred by Landlord for the disposal of such abandoned property shall survive the expiration or earlier termination of this Lease. (e) Indemnification for Tenant Improvement Work and Alterations. Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all claims, suits, actions, proceedings, liens, liabilities, judgments, damages, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs) based on or arising directly or indirectly by reason of the making of any Tenant alterations described in this Section. If any such alterations are made without Landlord's prior written consent, Landlord shall have the right to remove and correct such changes and to restore the Premises and the Building to their condition immediately prior thereto, and Tenant shall be liable for all expenses incurred by Landlord in connection therewith. Section 7.4 Utility Additions. Landlord reserves the right to install new or additional utility facilities throughout the Building and the Common Facilities for the benefit of Landlord or Tenant, or any other tenant of the Building, including, but not limited to, such utilities as plumbing, electrical systems, security systems, communication systems, and fire protection and detection systems, so long as such installations do not unreasonably interfere with Tenant's use of the Premises and provided that all such installations are coordinated with Tenant and, if necessary to avoid unreasonable interference with Tenant's operations, such installations are carried out during non -business hours. 15 Landlord Initials: Tenant Initials: ARTICLE 8 Taxes and Assessments on Tenant's Property Tenant shall be liable for and shall pay all taxes and assessments levied against all Tenant's personal property located in the Premises. If any taxes on Tenant's personal property are levied against Landlord or Landlord's property tax is increased by the inclusion of a value placed upon Tenant's personal property, Landlord shall timely notify Tenant of such levy and cooperate with Tenant in contesting the validity thereof. If Landlord is thereafter required to pay the taxes based upon the increased assessment, Tenant shall pay to Landlord the taxes so levied against Landlord or the proportion of the taxes resulting from the increase in the assessment. ARTICLE 9 Utilities Section 9.1 Provision of Utilities. Landlord will make available (i) facilities for removal of sewage (ii) facilities for delivery of water, electricity, and telephone service, and (iii) facilities for the delivery of natural gas (hereinafter collectively referred to herein as "Utilities") to the Premises or to a distribution point outside the Premises. Section 9.2 Separate Metering. Other than for sewer services, a separate meter for each Utility shall be installed such that Utilities charges may be separately billed to Tenant by either (i) Landlord, if such metering system is installed for the purpose of submetering Tenant's use of Utilities (for gas), or (ii) the subject utility company or provider (for electricity and water). Such meters shall be maintained at Tenant's sole expense, and any expense incurred by Landlord in connection with such maintenance shall be separately billed to and payable by Tenant. Tenant agrees, at its sole expense, to fully and timely pay the cost of all such separately metered Utilities used in the Premises from and after delivery thereof by Landlord, and Landlord shall have no responsibility for the discontinuation of any Utilities resulting from any failure by Tenant to pay such charges. If any such charges are not paid when due, Landlord may, but shall not be required to, pay the same, and any amount so paid by Landlord shall be paid by Tenant to Landlord together with Tenant's next Base Rent installment. Section 9.3 Operating Expenses. To the extent any Utilities are not separately metered to the Premises, Tenant shall pay Tenant's Pro Rata Share of the charges of such Utilities as Operating Expenses in accordance with Article 4. Section 9.4 Liability of Landlord. (a) Except in the event of Landlord's gross negligence or willful misconduct, Landlord shall not be liable for failure to furnish, or for suspension or delays in furnishing, any such utility services caused by breakdown, maintenance or repair work, strike, civil commotion, governmental regulations or any other cause or reason beyond Landlord's control. Likewise, except in the event of Landlord's gross negligence or willful misconduct, the suspension or interruption of services shall not result in abatement of Rent, be deemed a constructive eviction, or release Tenant from performance of Tenant's obligations under this Lease. (b) Notwithstanding any other provisions of this Lease, if there is an interruption of essential services by reason of Landlord's gross negligence or willful misconduct, which interruption of essential services prevents Tenant from being fully open for business in the Premises for a period in excess of two (2) business days, then Tenant shall be entitled to abate the payment of Base Rent, Percentage Rent and Operating Expenses due pursuant to the terms and provisions of this Lease to the extent Tenant's use 16 Landlord Initials; Tenant Initials: of the Premises has been impaired, for the period commencing on the third business day following the interruption of such essential services and ending on the earlier of: (i) the date Tenant reopens the Premises for the conduct of its business therein, or (ii) the date Landlord shall have restored the essential services so interrupted_ ARTICLE 10 Assignment and Subletting Section 10.1 Rights of Parties. (a) In General. Neither Tenant nor Tenant's legal representatives, successors, or assigns, shall assign, mortgage, or encumber this Lease, or sublet or permit the Premises or any part thereof to be used or occupied by others (collectively, "Transfer"), without Landlord's prior written consent in each instance, which shall not be unreasonably withheld, conditioned, or delayed, and any Transfer without such consent shall be voidable at Landlord's option. If a Transfer of this Lease occurs in violation of this Section 10.1(a), Landlord may, after default by Tenant, collect rent from the assignee, subtenant, or occupant ("Transferee"), and apply the net amount collected to the Rent herein reserved; provided, however, no such Transfer shall be deemed a waiver by Landlord of Tenant's default, or an acceptance of the Transferee as a tenant. Landlord's consent to a Transfer shall not be construed to relieve Tenant or the Transferee from obtaining Landlord's express consent in writing to any further Transfer. Notwithstanding the foregoing, (i) no consent shall be required for an assignment or subletting by Tenant to any parent or subsidiary of Tenant, or any entity that is more than fifty percent (50%) owned, directly or indirectly, by a parent of Tenant, which is the successor, by sale or merger, to all or substantially all of Tenant's assets and (ii) Tenant may assign, mortgage, pledge, hypothecate, or otherwise transfer without consent its interest in this Agreement to any franchisor, financing entity, or agent on behalf of any financing entity to whom Tenant has obligations for borrowed money or in respect of guaranties thereof. (b) Notice. If Tenant desires to Transfer an interest in this Lease, it shall first notify Landlord of its desire. In connection with such notice and as a precondition of any approval required hereunder, Tenant shall submit in writing to Landlord: (i) the name, address, and financial statements of the proposed Transferee; (ii) the nature of any proposed Transferee's business to be carried on in the Premises; (iii) the terms and provisions of any proposed Transfer; and (iv) any other information requested by Landlord and reasonably related to the Transfer. If Landlord consents to the proposed Transfer, Tenant may within thirty (30) days after the date of the consent effect the Transfer upon the terms described in the information furnished to Landlord and subject to existing use exclusives held by other existing tenants; provided that any material change in the terms shall be subject to Landlord's consent as set forth in this Section. (c) Restrictions. Without limitation, the parties agree it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (i) The Transferee is an existing tenant in the Center; (ii) in Landlord's reasonable judgment, the Transferee lacks sufficient business reputation, experience, or demonstrated management skills to successfully operate a business of the type and quality permitted under this Lease; (iii) the present net worth of the Transferee and Transferee's guarantors is less than Tenant's net worth, combined with the net worth of all Tenant's Guarantors; (iv) the Transferee is a person or entity with whom Landlord is then or has been negotiating to lease space in the Center within 6 -months prior to the date of Tenant's notice of Transfer. (d) Reimbursement of Costs. Tenant shall reimburse Landlord for Landlord's reasonable third party, out-of-pocket costs and attorneys' fees incurred in connection with the processing and documentation of any approved transfer, not to exceed Two Thousand Five Hundred Dollars ($2,500.00). 17 Landlord Initials: Tenant Initials: Section 10.2 Effect of Transfer. (a) Unless expressly agreed by Landlord in writing, no Transfer, even with Landlord's consent, shall relieve or release Tenant or any Guarantor of this Lease of its obligation to pay Rent and to perform all its other obligations under this Lease, whether past, present, or future, or from any liability under this Lease (including due to Landlord's failure to give notice of default by Tenant (or by the Transferee pursuant to the assumption agreement described below)) under any of the terms, covenants, conditions, provisions, or agreements of this Lease. Tenant shall indemnify, defend, and hold Landlord harmless, as provided in Section 11.5, for any acts or omission by a Transferee unless Landlord has released Tenant in this Section. Tenant, Landlord, and the Transferee shall execute an assignment, assumption, and consent agreement to reflect the Transfer and Landlord's consent thereto. (b) The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed a waiver by Landlord of any provision of this Lease or a consent to any Transfer. Consent by Landlord to one or more Transfers shall not operate as a waiver or estoppel to Landlord's future enforcement of its rights under this Lease. ARTICLE 11 Insurance and Indemnities Section 11.1 Tenant's Insurance. Beginning on the date Tenant is given access to the Premises for any purpose and continuing until expiration of the Term, Tenant shall procure, pay for, and maintain in effect: (a) Policies of casualty insurance covering trade fixtures, merchandise and other personal property from time to time in on or about the Premises (including if applicable, "boiler and machinery coverage"), in amounts reasonable in relation to the value of the property insured and Tenant's financial condition, providing protection against any peril included with the classification "fire and extended coverage," together with insurance against sprinkler damage, vandalism and malicious mischief; (b) Workers compensation insurance as required by law; (c) Commercial general liability insurance with respect to the construction of improvements on the Premises and the operations of Tenant in, on or about the Premises, providing personal injury and broad form property damage coverage for not less than $3,000,000 combined single limit for bodily injury, death and property damage liability, subject to increases in such limit during the Term as may be reasonably required by Landlord's lender. Such liability insurance shall name Landlord as an additional insured Sectio• 11.2 Landlord's Insurance. (a) At all times from and after the Effective Date, Landlord shall maintain in effect a policy or policies of insurance providing protection for the following liabilities and/or risks, the premium cost of which ("Insurance Expenses") shall be considered as part of Operating Expenses: (i) Commercial general liability insurance against third party claims arising from Landlord's ownership and/or operation of the Building (including the Common Facilities) with coverage limits at least equal to that which Tenant is required to maintain in accordance with Section 11.1(c) and written for primary coverage. 18 Landlord Initials: Tenant Initials: (ii) Center and Personal Property Coverage (formerly known as fire and extended coverage) in special form covering the Common Facilities and the Building of which the Premises are a part, exclusive of any item insured by Tenant pursuant to Section 11.1(a), in an amount that is the greater of eighty percent (80%) of its full replacement cost (exclusive of the cost of excavations, foundations, and footings) or such amount as Landlord's mortgagee or deed of trust beneficiary may require Landlord maintain. (b) Landlord may also maintain such additional insurance coverages, in such amounts and with such limits, as may be normal and customary or as may from time to time be reasonably required by Landlord's lenders; the premium cost of which shall be included in Insurance Expenses. (c) Landlord shall not be required to carry insurance of any kind on Tenant's property, including leasehold improvements, trade fixtures, furnishings, equipment, plate glass, signs and all other items of personal property, and shall not be obligated to repair or replace that property, should damage occur. All proceeds of insurance that Landlord maintains upon the Premises and Building shall be Landlord's property. Section 11.3 Waiver of Subronation. Any oilier provisions of this Lease to the contrary notwithstanding, if (i) either party shall suffer any loss required by this Lease to be insured against by such party, or (ii) any portion of the Premises or Tenant's trade fixtures, equipment, or other personal property in the Premises shall be damaged or destroyed by fire, explosion, or other casualty required to be insured against by Tenant, whether or not such loss, damage or destruction is caused, or claimed to be caused, by the negligence, action, inaction, or misconduct of either Landlord or Tenant, or any of their respective managers, members, officers, contractors, agents, employees or Invitees, then: (a) Neither Landlord nor Landlord's insurance company(ies) shall have any right of action, by way of subrogation or otherwise, against Tenant or any of its managers, members, officers, contractors, agents, employees, or Invitees, arising from such damage or destruction, and each policy of insurance required to be maintained by Tenant pursuant to this Lease shall provide a waiver and release by the insurer of any such right; and (b) Neither Tenant nor Tenant's insurance company(ies), shall have any right of action, by way of subrogation or otherwise, against Landlord or any of its managers, members, officers, contractors, agents, employees, or Invitees, arising from such damage or destruction, and each policy of insurance required to be maintained by Landlord pursuant to this Lease shall provide a waiver and release by the insurer of any such right. Section 11.4 Policies. All insurance to be maintained by Tenant or Landlord under this Lease shall be procured from an insurance company or companies with a Best's rating of A+:VII or better and admitted in the State of Colorado, and Tenant shall deliver to Landlord, prior to taking occupancy of the Premises, certificates of insurance required to be maintained by Tenant hereunder, together with evidence of the payment of the premiums thereof. The policies evidencing such insurance shall provide that they shall not be canceled except after thirty (30) days prior written notice of intention to modify or cancel has been given to Landlord and any lien holder named as beneficiary thereunder. At least ninety (90) days prior to the expiration date of any policy to be maintained by Tenant hereunder, Tenant shall deliver to Landlord a renewal policy or "binder" therefor. Section 11.5 Tenant's Indemnity. Tenant shall indemnify, defend, and hold harmless Landlord, its agents and any and all Landlord's affiliates, including, without limitation, any partners, co - venturers, corporations or other entities controlling, controlled by, or under common control with Landlord, from and against any and all claims or liabilities arising from Tenant's and Tenant's contractor's, agent's, 19 Landlord Initials: Tenant Initials: and Invitee's use or occupancy of the Premises, the Building. or the Common Facilities, or from the conduct of its business, or from any activity, work or thing done, permitted or suffered by Tenant or its contractors, agents, employees, or Invitees in or about the Premises, the Building, or the Common Facilities, or from any breach or default in the performance of any obligation on Tenant's part to be performed under this Lease, or from any act of negligence or willful misconduct or violation of law of Tenant or its contractors, agents, employees, or Invitees. If Landlord, its agent or affiliates, are made a party to litigation commenced by or against Tenant and related to Tenant's occupancy of the Premises, then Tenant shall protect and hold Landlord harmless and shall pay all reasonable costs, expenses and attorneys' fees incurred or paid by Landlord in connection with the litigation. ARTICLE 12 Damage or Destruction Section 12.1 Restoration. (a) Damage Repair. If the Building is damaged or destroyed, Landlord will make the decision whether to repair or restore the Building within thirty (30) days following such occurrence. Should the Landlord elect not to repair or restore the Building for any reason, Landlord shall so notify Tenant in writing within fifteen (15) days after such decision is made. (b) Termination of Lease. If the Building is damaged or destroyed and such damage or destruction materially and adversely affects Tenant's ability to continue to conduct its operations in the Premises, and either (i) the Landlord has elected not to repair or restore the Building or (ii) the Landlord has elected to repair or restore the Building but such repairs or restoration will not be completed within one hundred twenty (120) days following the date of casualty, then either Landlord or Tenant may elect to terminate this Lease by written notice given to the other within thirty (30) days following the date of such casualty. If neither Landlord nor Tenant elects to terminate this Lease, this Lease shall continue in effect for the remainder of the Term. (c) Rent Abatement. Commencing on the date of any damage to the Premises, and ending on the date the damage is repaired or this Lease is terminated, whichever occurs first, the Rent to be paid under this Lease shall be abated in the same proportion that the Floor Area of the Premises that is rendered unusable bears to the total Floor Area of the Premises. (d) Cost of Repair. Notwithstanding the foregoing provisions of this Section, if the damage is due to the gross negligence or willful misconduct of Tenant or its contractors, agents, employees, or Invitees, the cost of any repairs not covered by Landlord's insurance on the Center shall be borne by Tenant, and Tenant shall not be entitled to Rent abatement or termination rights. In addition, the provisions of this Section shall not be deemed to require Landlord to repair any improvements or fixtures that Tenant is obligated to repair or insure pursuant to any other provision of this Lease, however, Landlord shall pass through to Tenant any reimbursements it receives from insurance for such repairs. ARTICLE 13 Eminent Domain Section 13.1 Total or Partial Taking. If all or a material portion of the Premises is taken by any lawful authority by exercise of the right of eminent domain, or sold to prevent a taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to the authority. In the event title to a portion of the Center other than the Premises is taken or sold in lieu of taking, and if the Building is restored in such a way as to materially alter the Premises or Tenant's ability to perform its Permitted Use therein, Landlord or Tenant may terminate this Lease, by written notice to the 20 Landlord Initials: Tenant Initials: other, effective upon such taking. If neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient condemnation award, proceed to restore the Premises to substantially their condition prior to the taking, and shall make a proportionate allowance to Tenant for the Rent corresponding to the time during which, and to the part of the Premises of which, Tenant is deprived on account of the taking and restoration. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for the taking of personal property belonging to Tenant, or for relocation or business interruption expenses recoverable from the taking authority. Section 13.2 Temporary Taking. No temporary taking of the Premises by governmental authority shall terminate this Lease or give Tenant any right to abatement of Rent, however, any award specifically attributable to a temporary taking of the Premises shall belong entirely to Tenant. A temporary taking shall be deemed to be a taking of the use or occupancy of the Premises for a period not to exceed thirty (30) days. ARTICLE 14 Subordination; SNDA; Estoppel Certificate; Financial Statements Section 14.1 Subordination. (a) Subordination to Encumbrances. At Landlord's option, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages, deeds of trust, and conditions, covenants, and restrictions, reciprocal easements, and rights of way, if any, which may hereafter affect the Premises or the Building, and to all renewals, modifications, consolidations, replacements, and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated nor shall Tenant's quiet enjoyment of the Premises be disturbed. (b) Attornment. Tenant covenants and agrees to attorn to any successor to Landlord's interest in the Building, whether through foreclosure or otherwise, or in any ground or underlying lease, and in such event, this Lease shall continue as a direct lease between Tenant and such new landlord or successor, provided that such landlord shall be subject to the obligations and responsibilities due Tenant under this Lease accruing from and after the date of succession. Section 14.2 Estoppel Certificate. Tenant shall, at any time not more than ten (10) business days after receipt from Landlord, execute, acknowledge and deliver to Landlord an Estoppel Certificate in a customary form reasonably prescribed by Landlord's lender or prospective purchaser. The Estoppel Certificate may be relied upon by any prospective purchaser or lender encumbering all or any portion of the Center. Tenant's failure to deliver the Estoppel Certificate within the provided time shall be conclusive evidence that: (a) this Lease is in full force and effect without modification, except as may be represented by Landlord, (b) there are no uncured defaults in Landlord's performance, and (c) not more than one (l) month's rental has been paid in advance. Section 14.3 Financial Statements. Limted to two (2) requests per year from Landlord, within ten (10) days after written request from Landlord, Tenant shall provide copies of Tenant's most recent financial statements. ARTICLE 15 Defaults and Remedies 21 Landlord Initials: Tenant Initials: Section 15.1 Tenant's Default. In addition to any other events of default set forth in this Lease, the occurrence of any one or more of the following events shall constitute a default by Tenant: (a) Failure to Pay Rent. Tenant's failure to make any payment of Base Rent, Percentage Rent or Additional Rent required to be made by Tenant, where the failure continues for a period of three (3) days following written notice thereof from Landlord, provided, however, Landlord shall not be required to give Tenant more than one (1) such notice during any Lease Year, and may thereafter declare an event of default under this subsection in respect of any subsequent breach of this subsection without prior notice thereof to Tenant. For purposes hereof, the term "Additional Rent" shall be deemed to include all amounts of any type whatsoever, other than Base Rent and Percentage Rent, to be paid by Tenant pursuant to the terms of this Lease. (b) Assignment. Assignment, sublease, encumbrance, or other transfer of the Lease by Tenant, either voluntarily or by operation of law, whether by judgment, execution, transfer by intestacy or testacy, or other means, without Landlord's prior written consent, if such consent is required pursuant to Article 10. Notwithstanding the foregoing, a temporary transfer to a personal representative by intestacy or testacy of more than fifty percent (50%) (cumulatively) of the voting capital stock or ownership interests of Tenant shall not result in a default of the terms of this Lease so long as such personal representative attains Landlord's prior written consent before such interests of Tenant are transferred out of the decedent's estate by such personal representative. (c) Failure to Observe Covenants. The failure or inability by Tenant to observe or perform any of Tenant's material obligations pursuant to the terms hereof, other than as specified in any other subsection of this Section, where the failure continues for a period of ten (10) days after written notice from Landlord to Tenant. However, if the nature of the failure is such that more than ten (10) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences the cure within ten (10) days and thereafter diligently pursues the cure to completion within forty-five (45) days following Landlord's original notice. (d) Abandonment. Tenant abandons the Premises. (e) Open for Business. The failure of Tenant to remain open for business. (f) Tenant Improvement Allowance. Requests made by Tenant, the Approved Contractor or Tenant's Agents for disbursement of the Tenant Improvement Allowance not in compliance with the Individual Benchmarks set forth in paragraph 8 of Exhibit C. (g) Event of Bankruptcy, Etc. The occurrence of an Event of Bankruptcy, as hereinafter defined; the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interests in this Lease where the seizure is not discharged within thirty (30) days; or Tenant's convening of a meeting of its creditors for the purpose of effecting a moratorium upon or composition of its debts. Landlord shall not be deemed to have knowledge of any event described in this subsection unless it receives notification in writing, nor shall there be any presumption attributable to Landlord of Tenant's insolvency. In the event that any provision of this subsection is contrary to applicable law, the provision shall be of no force or effect. The following shall be "Events of Bankruptcy" under this Lease: (i) Tenant becomes insolvent, as that term is defined in Title 11 of the United States Code, entitled Bankruptcy, 11 U.S.C. Sec 101 et seq. (the "Bankruptcy Code"), or under the insolvency laws of any State, district, commonwealth, or territory of the United States ("Insolvency Laws"); 22 Landlord Initials: Tenant Initials: (ii) Appointment of a receiver or custodian for any or all of Tenant's property or assets, or institution of a foreclosure action upon any of Tenant's real or personal property; (iii) The filing of a voluntary petition by Tenant under the provisions of the Bankruptcy Code or Insolvency Laws; (iv) The filing of an involuntary petition against Tenant as the subject debtor under the Bankruptcy Code or Insolvency Laws, which either is not dismissed within sixty (60) days following filing, or results in the issuance of an order for relief against the debtor, whichever is later; or (v) Tenant making or consenting to an assignment for the benefit of creditors or a common law composition of creditors. (vi) Any of the events described in this Section 15.1(e) occur in respect of any Guarantor of the Lease. Section 15.2 Landlord's Remedies. (a) Upon the occurrence of any event or events of default under this Lease, whether enumerated in this Article 15 or not, Landlord may pursue any one or more of the following remedies without any notice (except as expressly prescribed in this Lease) or demand for possession. Without limiting the generality of the foregoing, Tenant specifically waives notice and demand for payment of Rent or performance of other obligations due hereunder except as expressly provided herein; provided, that Tenant does not waive any statutorily required notice (such as in the nature of a "pay or quit" notice) otherwise provided for under Colorado law. To the extent the provisions of this Section conflict with any statutory provisions regarding Landlord's remedies, the provisions of this Section shall control. (i) Landlord may terminate this Lease and Tenant's right to occupy the Premises, in which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises upon termination of the Lease, Landlord may, without prejudice to any other remedy it may have for possession or arrearages in Rent, enter and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises, or any part thereof, by force, if necessary, without being liable for prosecution or any claim of damages therefore. In the event this Lease is so terminated by Landlord, Tenant shall pay to Landlord on demand (A) all Base Rent, Percentage Rent, Operating Expenses, and other Additional Rent due and payable hereunder, accrued but unpaid through the date of termination, (B) third party costs incurred by Landlord to retake possession of the Premises, (C) all Costs of Reletting (as defined below), and (D) an amount equal to (y) the total Rent that Tenant would have been required to pay for the remainder of the Term, discounted to present value at the Prime Rate, minus (z) the then present fair rental value of the Premises for such period, similarly discounted. (ii) Landlord may enter upon and take possession of the Premises and expel or remove Tenant or any other person who may be occupying said Premises, or any part thereof, by force, if necessary, without having any civil or criminal liability therefor and without terminating this Lease. Landlord may relet the Premises or any part thereof for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant for such term or terms which may be greater or less than the period which would otherwise have constituted the balance of the Term and on such conditions (which may include concessions or free rent) and for such uses as Landlord in its absolute discretion may determine, and Landlord may collect and receive any rents 23 Landlord Initials: Tenant Initials: payable by reason of such reletting. Tenant shall pay Landlord on demand all Costs of Reletting and any deficiency that may arise by reason of such reletting. No such re-entry or taking of possession of the Premises by Landlord shall be construed as an election by Landlord to terminate this Lease unless Landlord gives Tenant a written notice of such termination. (b) Landlord shall not be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon any such reletting; provided, however, Landlord shall take all reasonable actions available to Landlord to mitigate its damages and loss resulting from Tenant's breach of this Lease. The parties agree that Landlord's duty to mitigate damages after a default by Tenant shall be satisfied if Landlord undertakes to lease the Premises in accordance with the following criteria: (i) Landlord shall have no obligation to solicit or entertain negotiations with any other prospective tenants until Landlord obtains full and complete possession of the Premises. (ii) Landlord shall not be obligated to offer the Premises to any prospective tenant when other premises in the Center suitable for that prospective tenant's use are currently available or will be available within the next three months. (iii) Landlord shall not be obligated to enter into a lease for the Premises with a prospective tenant (A) who does not have sufficient financial resources or operating experience to successfully operate a business in the Premises; (B) whose use would disrupt the tenant mix or balance in the Center; or (C) whose use would violate any requirement, covenant or exclusive use restriction contained in the lease of another tenant of Center. (c) For purposes of this Lease, the term "Costs of Reletting" shall mean all costs and expenses Landlord incurs in connection with the reletting of the Premises, including the cost of cleaning, renovation, repairs, advertisement, marketing, brokerage and legal fees, the cost of protecting or caring for the Premises while vacant, the cost of removing and storing any property left by Tenant in the Premises, any increase in insurance premiums caused by the vacancy of the Premises, and any other out of -pocket expenses incurred by Landlord, including tenant inducements such as the cost of moving the new tenant or tenants and the cost of assuming any portion of the existing lease(s) of the new tenant(s). When determining the Costs of Reletting, the sum of Landlord's costs and expenses incurred in connection with cleaning, renovation, repairs, decoration and alteration of the Premises for a new tenant or tenants, advertisement, marketing, and brokerage shall not exceed the unamortized portion of (i) leasing costs and concessions, (ii) Landlord's Work and (iii) Tenant Improvement Allowance incurred by Landlord in leasing the Premises to Tenant hereunder. (d) Except as otherwise herein provided, no repossession or re-entering of the Premises or any part thereof pursuant to Section 15.2(a)(ii) shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such repossession or reentering; and notwithstanding any such repossession or reentering of the Premises or any part thereof by reason of the occurrence of an event of default, Tenant shall pay to Landlord the monthly Base Rent, Percentage Rent and Additional Rent or other sum required to be paid by Tenant pursuant to this Lease. (e) No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing by agreement, applicable law or in equity. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree 24 Landlord Initials: Tenant Initials: compelling performance of any of the other covenants, agreements, conditions, or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity. Landlord's forbearance to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. (f) In the case of a non -monetary default by Tenant hereunder, Landlord may enter upon the Premises without having any civil or criminal liability therefor, and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant agrees to reimburse Landlord on demand for any third party expense that Landlord may incur in thus affecting compliance with Tenant's obligations under this Lease together with a supervisory fee of fifteen percent (15%), and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action, whether caused by Landlord's negligence or otherwise. The notice and cure periods, if any, relating to any such non -monetary default shall be as set forth in the provisions of this Lease that specifically describe such default, including any reductions of such periods in the event of emergencies. (g) In the event Tenant fails to have opened for business within three (3) days after the Rent Commencement Date, or fails to continuously operate Tenant's business in the Premises as required pursuant to the covenant in Section 5.2 above on more than three (3) days during any given Lease Year, Landlord may demand and Tenant shall thereafter pay $100.00 for each such additional day during which Tenant failed to be open for business, as liquidated damages for Tenant's breach. (h) This Section shall be enforceable to the maximum extent permitted by applicable law, and the unenforceability of any portion thereof shall not render unenforceable any other portion. To the extent any provision of applicable law requires some action by Landlord to evidence or effect the termination of this Lease or to evidence the termination of Tenant's right of occupancy, Tenant and Landlord hereby agree that written notice by Landlord to any of Tenant's agents, servants, or employees, which specifically sets forth Landlord's intention to terminate, shall be sufficient to evidence and effect the termination. Section 15.3 Security Deposit. Concurrently with Tenant's execution of this Lease, Tenant shall deliver the Security Deposit to Landlord and will keep such sum on deposit at all times during the Term and any extensions thereof as security for the payment of the Rent herein agreed to be paid and for the faithful performance of all the terms, conditions, and covenants of this Lease. If Tenant shall be in default in the performance of any provision of this Lease, Landlord shall have the right to use said Security Deposit, or so much thereof as necessary, in payment of any Rent in default, in reimbursement of any expense incurred by Landlord, and in payment of any damages Landlord incurs by reason of Tenant's default. In such event, Tenant shall, on Landlord's written demand, forthwith remit to Landlord a sufficient amount by cashier's check to restore said deposit to its original amount. To the extent Landlord has not used said Security Deposit upon Tenant's full performance of this Lease, Landlord shall refund to Tenant, without interest, said Security Deposit or as much thereof as has not been used, within thirty (30) days after the later of (a) termination of the Lease or (b) surrender and acceptance of the Premises; provided, however, Landlord may retain all or a portion of the remaining Security Deposit as security for payment of Tenant's Pro Rata Share of Operating Expenses attributable to the period prior to the Lease termination until said amounts are calculated and paid in accordance with the provisions hereof. Landlord shall have the right to commingle the Security Deposit with other funds of Landlord. Notwithstanding the foregoing, Tenant will forfeit the Security Deposit to Landlord if Tenant is unable to obtain the Approvals, as set forth under "Contingency" in the Basic Lease Terms of this Lease. Section 15.4 Landlord's Default. In the event that Landlord shall at any time be in default of the observance or performance of any of the terms, covenants, conditions or agreements hereunder, and any such default shall continue for a period of thirty (30) days after Tenant's written notice to Landlord (unless an 25 Landlord Initials Tenant Initials: emergency requires faster action, in which case the time period shall be determined by the specific set of circumstances), or, if such default is incapable of being cured in a reasonable manner within thirty (30) days, then if Landlord has not commenced to cure the default within such thirty (30) day period, then Tenant, at its option, with or without further notice or demand of any kind to Landlord, shall have the right to exercise any one or more of the following remedies: (i) to cure such default for the account of Landlord, and Landlord shall reimburse Tenant for any reasonable amount paid and any reasonable expense or contractual liability so incurred, including interest at the rate of ten percent (10%) per annum, upon invoice; (ii) to pursue the remedy of specific performance; or (iii) to seek money damages for Tenant's loss arising from Landlord's failure to discharge its obligations under the Lease. ARTICLE 16 End of Term Section 16.1 Holding Over. (a) This Lease shall terminate without further notice upon the Expiration Date (as the same may have been extended pursuant to Section 3.3), and any holding over by Tenant after the Expiration Date (or following the expiration of any extension thereof pursuant to Section 3.3), shall not constitute a renewal or extension of this Lease, or give Tenant any rights under this Lease, except as in writing signed by both parties. (b) If Tenant or any party claiming under Tenant shall not immediately surrender the Premises in the condition required by Sections 7.3(d) and 16.3 of this Lease on the date of the expiration or termination of the Term, Tenant shall become a tenant by the month, subject to all the terms, covenants, agreements and conditions of this Lease, except that the Base Rent and Percentage Rent payable by Tenant shall be one hundred and fifty percent (150%) of the Base Rent and Percentage Rent in effect during the last month of the Term. Said monthly tenancy shall commence on the first day following the expiration of the Term. As a monthly tenant, Tenant shall give to Landlord at least thirty (30) days' written notice of any intention to quit the Premises, and Tenant shall be entitled to thirty (30) days' written notice to quit the Premises, unless an event of default by Tenant exists hereunder, in which event Tenant shall not be entitled to any notice to quit, the usual thirty (30) days' notice to quit being hereby expressly waived. Notwithstanding the foregoing provisions of this Section, in the event Tenant shall hold over after the expiration of the Term and if Landlord shall desire to regain possession of the Premises promptly at the expiration of the Term, then at any time prior to Landlord's acceptance of Rent from Tenant as a monthly tenant hereunder, Landlord, at its option, may forthwith re-enter and take possession of the Premises without process or by any legal process in force in the jurisdiction in which the Center is located. Landlord may accept Rent in the holdover amount and concurrently commence legal proceedings to regain possession of the Premises. Tenant shall also pay to Landlord all damages sustained by Landlord resulting from Tenant's retention of possession, including the loss of any proposed subsequent tenant for all or any portion of the Premises. Force majeure is not an excuse to holding over. Section 16.2 Merger on Termination. Tenant's voluntary or involuntary surrender of this Lease, or the parties' mutual termination of this Lease, shall terminate any and all existing subleases unless Landlord, at its option, elects in writing to treat the surrender or termination as an assignment to it of any or all subleases affecting the Premises. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises, or any part thereof, if the same person acquires or holds, directly or indirectly, this Lease, or any interest in the Lease, and the fee estate in the Premises, or any interest in such fee estate. Section 16.3 Surrender of Premises; Removal of Property. Upon the Expiration Date, or upon any earlier termination of this Lease, or upon the earlier termination of Tenant's right to occupy the Premises, Tenant shall quit and surrender possession of the Premises to Landlord in as good order, 26 Landlord Initials: Tenant Initials: condition, and repair as when received or as hereafter may be improved by Landlord or Tenant, reasonable wear and tear excepted, and shall, without expense to Landlord, remove or cause to be removed from the Premises all personal property and debris. Tenant shall repair all damage to the Premises resulting from such removal, which repair shall include the patching and filling of holes and repair of structural damage. If Tenant shall fail to comply with the provisions of this Section, Landlord may remove such personal property (and may dispose of the same in any manner without any requirement to account to Tenant therefor) and/or make any repairs, and the cost to Landlord shall be Additional Rent payable by Tenant upon demand. Section 16.4 Termination. Advance Payments. Upon termination of this Lease under Article 12, Article 13, or any other termination not resulting from Tenant's default, and after Tenant has vacated the Premises in the manner required by this Lease, an equitable adjustment shall be made concerning any advance Rent and any other advance payments made by Tenant or Landlord. ARTICLE 17 Payments and Notices Section 17.1 Payments. All sums payable by Tenant to Landlord shall be paid in lawful money of the United States at Landlord's address set forth in the Basic Lease Terms, or at any other place as Landlord may reasonably designate in writing. Unless this Lease expressly provides otherwise, as for example in the payment of Rent, all payments shall be due and payable within five (5) days after demand. All payments requiring proration (including Base Rent, Percentage Rent and Operating Expenses for the first and last months of the Term) shall be prorated on the basis of a thirty (30) day month and a three hundred sixty (360) day year. Section 17.2 Notices. Any notices, demands, or other communications required or desired to be given under any provision of this Lease shall be given in writing and shall be deemed given or received, as the case may be, upon the first of the following to occur: (i) when personally delivered to such party (or, in the case of notices to Tenant, posted upon the Premises), (ii) one business day after delivery to a national overnight courier service, delivery costs paid or provided for by sender, or (iii) two business days after mailing by certified or registered mail, postage prepaid and return receipt requested; all addressed to the Address for Notice set forth in the Basic Lease Terms. Notice shall not be deemed effective if provided by facsimile or other electronic means, nor shall the use of the phrase "in writing" or the word "written" be construed to include electronic communications. ARTICLE 18 Transfer of Landlord's Interest Subject to the provisions of Section 19.1, Landlord may freely assign its right, title, and interest in and to this Lease, in whole or in part, without the need of Tenant's consent. In the event that Landlord so assigns its interest in this Lease, Tenant shall attorn to suds successor. In the event of any transfer of Landlord's interest in the Premises, Landlord shall be automatically relieved of all its obligations accruing under this Lease from and after the date of the transfer, provided that any funds held by the Landlord in which Tenant has an interest shall be turned over, subject to that interest, to the transferee, and Tenant shall be notified of the transfer as required by law. It is intended that the covenants and obligations contained in this Lease on the part of the Landlord shall be, subject to the foregoing, binding on the Landlord, its successors and assigns, only in respect to their respective successive periods of ownership. ARTICLE 19 27 Landlord Initials: Tenant Initials: Covenant of Title and Quiet Possession Section 19.1 Covenant of Title. Landlord warrants and represents to Tenant that the Landlord is solely vested with fee simple title to the Premises and the Building, and has full right and lawful authority to lease the Premises to Tenant. Landlord further warrants and represents that there are no liens, encumbrances, mortgages, easements, or any other matters affecting title that would preclude or otherwise adversely affect Tenant's intended use or other rights or benefits under this Lease. In the event of a sale of the Premises or a change in ownership of Landlord's estate, or if Landlord assigns or transfers this Lease, Landlord shall cause the new owner, assignee or transferee, as applicable, to assume the provisions of this Lease. Notwithstanding anything contained in the Lease to the contrary, Landlord covenants with Tenant to keep Tenant in quiet possession of the Premises during the Term of this Lease and any extensions thereof. Section 19.2 Quiet Possession. Landlord represents and warrants that the terms of this Lease, including, without limitation, the intended use of the Premises by Tenant, are not in violation of or inconsistent with any other agreement or covenant of any kind whatsoever that relates to the Premises. Landlord further covenants that it will, during the Term of this Lease, comply with the terms of any other agreement or covenant of any kind whatsoever relating to the Premises or this Lease, and will keep the Premises free and clear of all agreements or covenants of any kind whatsoever that would preclude or otherwise adversely affect Tenant's possession or use of the Premises or Tenant's other rights and benefits under this Lease. ARTICLE 20 Miscellaneous Section 20.1. Binding Nature. Subject to Articles 10 and 18, all rights and liabilities given to or imposed upon Landlord and Tenant shall extend to and bind their respective heirs, executors, administrators, successors and assigns. Nothing contained in this Section is intended, or shall be construed, to grant to any person other than Landlord and Tenant and their successors and assigns any rights or remedies under this Lease. Section 20.2 Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Section 20.3 Severability. If any term or provision of this Lease shall be held invalid or unenforceable to any extent, the remainder of this Lease shall not be affected and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. Section 20.4 Entire Agreement. The parties hereto declare and represent that this document embodies and sets forth the entire agreement and understanding between them relating to the subject matter hereof, and that it merges and supersedes all prior discussions, agreements, understandings, representations, conditions, warranties and covenants between them on said subject matter. Section 20.5 Amendments. To be effective and binding on Landlord and Tenant, any amendment, supplement, or other modification to the provisions of this Lease must be made in writing and executed by both Landlord and Tenant. Section 20.6 Recording; Security Interest. Tenant shall not record or file this Lease or any form of memorandum of lease, or any assignment or security document pertaining to this Lease or all or any part of Tenant's interest therein without Landlord's prior written consent, which consent shall not be unreasonably withheld. If such consent is granted, Tenant will pay all recording fees, costs, taxes, and other expenses for the recording. However, upon Landlord's request, both parties shall execute a memorandum or "short form" of this Lease for the purposes of recordation in a form customarily used for such purposes. 28 Landlord Initials: Tenant Initials: Said memorandum or short form of this Lease shall describe the parties, the Premises, and the Term and shall incorporate this Lease by reference. Furthermore, this Lease shall be considered a financing statement pursuant to the provisions of the Uniform Commercial Code of the State of Colorado covering Tenant's personal property, inventory and fixtures located in or about the Premises, and Tenant hereby grants Landlord a security interest in such property. Landlord is hereby authorized to complete and file one or more financing statements (including on Form UCC-1), at Landlord's sole expense. Section 20.7 Waiver. The waiver by either party of any term, covenant, or condition contained herein shall not be deemed a waiver of such term, covenant, or condition for any subsequent breach of the same or any other term, covenant or condition contained herein. Section 20.8 Late Charges; Interest. (a) Late Charge for Late Rent. If any installment or payment of Rent or any sum due from Tenant shall not be received by Landlord or Landlord's designee on or within five (5) days following the date such sum is due, then Tenant shall pay to Landlord a late charge equal to the greater of $175.00 or five percent (5%) of the amount past due, but in no event more than the legal maximum on such past due amount. Any late charges shall be added to the delinquent installment or payment due under the Lease. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost Landlord will incur by reason of Tenant's late payment. (b) Interest. In addition to the foregoing late charge, if any payment due to Landlord under this Lease is not paid on the date due, then Tenant shall pay to Landlord interest on the overdue amount at a rate of ten percent (10%) per annum. (c) Other Late Charges. If Tenant fails to deliver any statement, document or other information to Landlord within five (5) days following expiration of the time period specified in this Lease for delivery of such, then Tenant shall pay to Landlord, upon Landlord's written demand, a late charge of $100.00 per day after the due date for said delivery, until the delivery is made. All late charges and interest under this Section constitute Additional Rent under this Lease. Section 20.9 Force Maieure. The occurrence of any of the following events shall excuse such obligations of Landlord or Tenant as are thereby rendered impossible or reasonably impracticable (excepting obligations to pay money, which will not be excused or deferred) for so long as such event continues: strikes; lockouts; labor disputes; acts of God; inability to obtain labor, materials or reasonable substitutes therefor; governmental restrictions, regulations, or controls; inability to obtain approvals or permits from applicable municipalities or agencies through no fault of, or for reasons outside the control of, Landlord or Tenant; judicial orders; enemy or hostile governmental action; civil commotion; fire, flood, or other casualty; and other causes beyond the reasonable control of the party obligated to perform. Section 20.10 Counting Days. Whenever this Lease specifies a certain number of days, the days shall be counted using calendar days unless the applicable provision specifically calls for business days. In computing any period of time described herein, the day of the act or event as to which the designated period of time begins in run is not to be included, and the last day of the period so computed is to be included. The last day of any period of time described herein (and the "close of business" on any business day) shall be deemed to end at 5:00 p.m. in the Denver, Colorado, metropolitan area. If any period of time set forth in this Agreement expires on a holiday or other nonbusiness day, then such expiration date shall be the next business day. If the date for performance of any action hereunder falls on a holiday or other nonbusiness day, then such date shall be extended to the next business day. As used herein, "a holiday or other nonbusiness day" shall mean Saturday and Sunday of each week and banking holidays observed in the Denver, Colorado, metropolitan area. All other days of the week shall constitute business days. 29 Landlord Initials Tenant Initials: Section 20.11 Attorneys' Fees. The prevailing party in any action brought under the provisions of this Lease is entitled to recover damages, reasonable attorney fees, and costs of suit. Landlord may also recover its reasonable attorneys' fees incurred in posting any statutory notices required to recover possession of the Premises following a default by Tenant hereunder. Section 20.12 Choice of Law. This Lease shall be governed by and construed in accordance with the laws of the State of Colorado. Section 20.13 Confidentiality. The parties agree to keep confidential all of the terms, covenants, and conditions of this Lease, which information they shall not disclose to any person (including, without limitation, any other tenant or prospective tenant in the Center) without prior written consent of the other party, with the exception of disclosures of such information as each party may reasonably make to its accountants, attorneys, employees, agents, real estate brokers, business partners (including, without limitation, banks, franchisors, lenders and guarantors), prospective business partners and prospective assignees and subtenants. Section 20.14 Limitations on Landlord's Liability. (a) Except to the extent expressly stated herein, Landlord shall not be liable to Tenant, its employees, agents, Invitees, licensees, customers, clients, family members, or guests for any damage, injury (including death), loss, compensation or claim, including, but not limited to, claims for the interruption or loss of Tenant's business, based on, arising out of, or resulting from any cause whatsoever, including, but not limited to, the following: repairs to any portion of the Premises or the Building; the negligence of Landlord or any of its servants, agents, contractors, or employees; interruption in the operation or use of the Premises; any accident or damage resulting from the use or operation (by Landlord, Tenant, or any other person or persons) of elevators, or of the heating, air-conditioning, electrical, or plumbing equipment or apparatus; the termination of this Lease by reason of the destruction of the Premises; any fire, explosion, falling plaster, steam, gas, robbery, theft, mysterious disappearance, and/or any other casualty; the actions of any other tenants of the Building or of any other person or persons; any failure or inability to furnish any of the utilities or services required to be furnished by Landlord hereunder; any leakage in any part or portion of the Premises or the Building, or from water, rain or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes, appliances or plumbing work in the Building or from the roof, street or subsurface or resulting from dampness or from any other cause of any nature. Subject to the provisions of this Lease, the occurrence of any of the foregoing items described in this subsection (a) shall not be considered an eviction, actual or constructive, of Tenant from the Premises and shall not entitle Tenant to terminate this Lease or to an abatement, set-off, counterclaim against, or reduction of, any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant or its employees in or about the Premises or Building shall be at Tenant's sole risk, and Landlord shall not in any manner be held responsible therefor. Notwithstanding the foregoing provisions of this Section, but subject to the other provisions of this Lease, Landlord shall not be released from liability to Tenant for any damage or injury caused by the willful misconduct of Landlord or its employees. In no event shall Tenant make any claim against Landlord for consequential, indirect or punitive damages. (b) In the event that Tenant shall have a claim against Landlord, Tenant shall not have the right to deduct the amount allegedly owed to Tenant from any Rent payable to Landlord hereunder, it being understood that Tenant's sole method for recovering upon such claim shall be to institute an independent action against Landlord. (c) In the event of an alleged default by Landlord under this Lease, Tenant may in no event offset its Rent, or perform Landlord's obligations (except in an emergency), or deduct any amounts 30 Landlord Initials: Tenant Initials: from Tenant's rental obligations under this Lease (except as expressly set forth above); Tenant's sole remedies are to bring an appropriate action for specific performance against Landlord or to sue Landlord for damages, and only after giving Landlord written notice and a reasonable period of time (not to exceed thirty (30) days) within which to cure or initiate cure of its default. Damages against Landlord are limited to actual direct damages only and shall not include consequential, indirect, special, or exemplary damages. All Landlord's obligations under this Lease shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord's obligations under this Lease. It is expressly understood and agreed that (i) any money judgment resulting from any default or other claim arising under this Lease against Landlord shall be satisfied only out of Landlord's equity in the Center and the current rents, issues, profits, and other income received by Landlord from its operation of the Center, net of all current operating expenses, liabilities, reserves and debt service associated with such operation ("Net Income" for purposes of this Article only), (ii) neither Landlord nor its members, employees, agents, or affiliates shall be individually or personally liable for any claim arising out of this Lease, and no real, personal, or mixed property of Landlord or its affiliates, wherever located, other than the Net Income, shall be subject to levy on any such judgment obtained against Landlord, and (iii) if such Net Income is insufficient to satisfy such judgment, Tenant will not institute any further action, suit, claim, or demand, in law or in equity, against Landlord or its members, employees, agents, or affiliates for or on the account of such deficiency, and Tenant hereby waives, to the full extent permitted under law, any right to satisfy said money judgment against Landlord and its members, employees, agents, or affiliates except from Net Income. Section 20.15 Brokers. The Landlord and Tenant have each employed the brokers listed in Section 1.1 for the negotiation or execution of this Lease. Section 20.16 No Security Measures. Tenant acknowledges (a) that the Base Rent, Percentage Rent and Operating Expenses do not include the cost of any security measures for any portion of the Premises or the Building, (b) that Landlord has no obligation to provide any security measures, (c) that Landlord has made no representation to Tenant regarding the safety or security of the Premises or Buiding, and (d) that Tenant is solely responsible for providing any security it deems necessary to protect itself, its property, and its contractors, agents, employees or Invitees in, on, or about the Premises and the Building. Landlord has no duty to warn Tenant of any dangerous conduct or criminal acts that have occurred on or near the Building, regardless of Landlord's knowledge of such crimes or conduct. Section 20.17 Entry and Inspection. Landlord shall at all times have the right, provided notice is given no less than 24 hours in advance to Tenant (except where Landlord determines an emergency exists and provided that Landlord abides by Tenant's reasonable security and privacy requirements) , to enter the Premises to inspect them, to supply services in accordance with this Lease, to protect Landlord's interests in the Premises, to alter, improve, or repair the Premises or any other portion of the Building (with Tenant's prior acknowledgment and concurrence), or as otherwise permitted in this Lease, all without being deemed to have caused a constructive eviction of Tenant and without abatement of Rent except as may be provided elsewhere in this Lease. During the last one hundred twenty (120) days of the Term, Landlord may, after providing 24 hours advance notice, enter the Premises to show the Premises to prospective tenants so long as all commercially reasonable efforts are taken to avoid interruption of Tenant's Permitted Use or occupancy of the Premises; and may otherwise show the Premises to Landlord's lenders, investors, and potential purchasers of the Center. If Tenant permanently vacates the Premises and fails to pay Rent, Landlord may enter the Premises and alter them without abatement of Rent and without liability to Tenant. Landlord shall at all times have and retain a key or code which unlocks all of the doors in the Premises, excluding Tenant's vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open the doors in an emergency in order to obtain entry to the Premises. Any entry to the Premises obtained by Landlord pursuant to this Section shall not under any circumstances be 31 Landlord Initials: Tenant Initials: deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or a constructive eviction of Tenant from the Premises. Section 20.18 Landlord's Modifications. So long as such actions do not materially adversely affect Tenant's and Tenant's Invitee's use and enjoyment of the Premises or access thereto, Landlord may from time to time (a) temporarily close any of the Common Facilities for maintenance purposes, (b) temporarily close off or otherwise utilize portions of the Common Facilities while constructing improvements or making repairs or alterations to any portion of the Building, (c) make any changes to the Common Facilities, or any part of the Building, including changes to buildings or other improvements, the addition of new buildings or other improvements, or changes in the location of driveways, entrances, exits, vehicular parking spaces, or the direction of the flow of traffic; and (d) use portions of the Common Facilities for, among other things, entertainment, advertising, displays, the leasing of kiosks, or such other uses, commercial or otherwise. Section 20.19 Counterparts. This Lease may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute but one and the same instrument. Section 20.20 Inducement Recapture in Event of Default. Any agreement by Landlord for free or abated rent or other charges applicable to the Premises, or for the giving or paying by Landlord to or for Tenant of any cash or other bonus, inducement or consic ration for Tenant's entering into this Lease, including, but not limited to, any tenant allowance or free rent, all of which concessions are hereinafter referred to as "Inducement Provisions" shall be deemed conditioned upon Tenant's full and faithful performance of all of the terms, covenants and conditions of this Lease to be performed or observed by Tenant during the term hereof as the same may be extended. Upon the occurrence of an uncured default of this Lease by Tenant, (a) any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and (b) any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Landlord under such ai Inducement Provision, shall be immediately due and payable by Tenant to Landlord, and recoverable by Landlord, as additional rent due under this Lease. The acceptance by Landlord of rent or the cure of the event of default which initiated the operation of this Section shall not be deemed a waiver by Landlord of the provisions of this Section unless specifically so stated in writing by Landlord at the time of such acceptance. Section 20.21 Outdoor Patio Area. (a) Tenant, at Tenant's sole cost and expense, shall have the right to install railings and planters and place outdoor seating, umbrellas, serving stations and tables to create an outdoor patio dining area immediately adjacent to the Premises which shall not exceed the area permitted for such use by applicable governmental authorities (the "Outdoor Patio Area") for the Permitted Use, subject to (i) plans and specifications to be submitted by Tenant to Landlord and approved by Landlord, (ii) compliance by Tenant with all laws, rules and regulations pertaining to, and procurement by Tenant of, any and all governmental approvals, consents and permits required to be obtained for, Tenant's intended use thereof, and (iii) Tenant's compliance with the terms of this Section and with the other terms and conditions of this Lease. (b) In connection with the Outdoor Patio Area, Tenant shall not (i) permit seating for more than the number of customers permitted by applicable law and by Landlord, (ii) use the Outdoor Patio Area for special events which do not involve a sit-down restaurant use, or (iii) utilize any other areas for seating, tables and chairs outside of the Premises other than the Outside Patio Area. In no event shall Tenant's use of the Outdoor Patio Area unreasonably impede the flow of pedestrian traffic on the sidewalk surrounding the Premises. Tenant shall not be required to open the Outdoor Patio Area, however, in the 32 Landlord Initials: Tenant Initials: event Tenant does open the Outdoor Patio Area, such Outdoor Patio Area may be operated by Tenant only during the hours of operation of Tenant's business in the Premises in accordance with the provisions of this Lease, subject, however, to (x) Tenant's right not to open the Outdoor Patio Area during inclement weather or unsuitable seasons of the year (i.e. winter); and (y) the covenants and restrictions set forth in this Section. (c) All of the terms and conditions of this Lease, including all covenants and restrictions specifically set forth in this Lease pertaining to use of the Premises, shall apply to Tenant's use of the Outdoor Patio Area, except that Tenant shall not be required to pay Base Rent or any Rent Adjustments for the Outdoor Patio Area. Tenant acknowledges and agrees that it is responsible for obtaining and maintaining any permits or licenses required by any governmental authority for the operation of the Outdoor Patio Area and for the sale of alcoholic beverages in the Outdoor Patio Area, and complying with any governmental conditions imposed regarding such operation and/or the sale and consumption of alcoholic beverages in the Outdoor Patio Area. Landlord makes no representations or warranties whatsoever with respect to the availability of consents, approvals or permits by governmental authorities for use of the Outdoor Patio Area (now or in the future) or of the suitability of the Outdoor Patio Area for restaurant use or any other purpose. During the hours when Tenant is not open for business in the Premises, Tenant shall either remove all of its furniture, equipment and property from the Outdoor Patio Area or secure such furniture, equipment and property in a neat, tidy and attractive manner. During the months when Tenant is not using the Outdoor Patio Area, Tenant shall remove all of its furniture, equipment and property from the Outdoor Patio Area and store it off -site. (d) Tenant will be solely responsible for maintaining the Outdoor Patio Area in first- class, clean condition and in accordance with the terms of this Lease relating to the Premises at all times. Tenant shall periodically perform the following maintenance and cleaning procedures: (i) clear the tables in the Outdoor Patio Area of all dirty dishes, glassware and silverware as is reasonably necessary to maintain a clean and neat appearance; and (ii) no less frequently than every other day, hose -down the Outdoor Patio Area to clear it of all food and other stains and residue. Tenant shall be permitted to place or keep tables and chairs in the Outdoor Patio Area in those areas that are in accordance with Landlord's prior written approval and in accordance with applicable law. Tenant specifically agrees that the design, manufacture and number of tables and chairs, and the design, manufacture and method of installation for all other improvements, including any planters, railing or fencing of the Outdoor Patio Area, shall be approved in advance in writing by Landlord (and shall conform to the building standards determined by Landlord) and shall be at Tenant's sole cost and expense. Any change in the style or type of furniture in the Outdoor Patio Area, including umbrellas, planters, railings and other items, must be approved in writing by Landlord. Tenant will repair or replace, as necessary and at Tenant's sole cost and expense, all such furniture within the Outdoor Patio Area. Because the appearance of the open space adjacent to the Building affects the Building's investment value, Landlord reserves sole authority to approve, and to require repairs to or replacement of, any and all furniture, equipment or property of any kind used in the Outdoor Patio Area, in Landlord's sole discretion. (e) Landlord reserves the right to suspend, or to terminate, at Landlord's sole election, Tenant's rights to use the Outdoor Patio Area with respect to all or any portion of the Outdoor Patio Area if (i) Tenant is in default under any of the terms, covenants or provisions of this Section or of this Lease beyond any applicable notice and cure period, or (ii) Landlord needs the Outdoor Patio Area or any part thereof on a temporary basis in connection with a renovation, expansion, repair or maintenance of the Building (in which event Tenant's rights in and to the Outdoor Patio Area shall be suspended for the period reasonably required by Landlord to conduct such activities and Landlord shall use reasonable efforts not to unreasonably interfere with the operation of the restaurant inside the Premises). Tenant shall promptly cease to use and vacate from all or any portion of the Outdoor Patio Area with respect to which the Tenant's rights have been terminated. 33 Landlord Initials: Tenant Initials: Section 20.22 Liquor License. (a) Tenant shall, at all times, comply with all liquor license laws, rules and regulations, including taking all actions and paying all fees or costs for the prompt and punctual renewal of the liquor license. In no event shall Tenant attempt to change the location of the liquor license; attempt to procure a change in the class of liquor license; or attempt to surrender the liquor license. (b) Tenant covenants and agrees that in the event of any default by Tenant under this Lease, the liquor license shall remain with the Premises and Landlord or its assigns shall have the right to apply for and receive a transfer of the ownership of said liquor license, or take such other action with respect to the liquor license as Landlord or its assigns deems appropriate. Tenant shall cooperate with Landlord and/or its assigns and timely execute any and all related documents in that regard. (c) If Tenant suffers any violations of the liquor license, documented and proven by a governmental authority through an official judgment, which could result in the suspension, revocation or non -renewal of the liquor license, Tenant shall immediately notify Landlord or its assigns at which time Landlord or its assigns may elect, in its sole and absolute discretion, to declare Tenant to be in default of the Lease, at which time Landlord or its assigns shall have the immediate right to terminate the Lease and retake exclusive possession and control of the Premises, without waiving any other rights under the Lease, or any other rights under law or statute, and without the need to file legal proceedings. Tenant hereby waives any additional notice as may or may not be required under the law or any agreement, including the Lease, and Tenant shall cooperate in good faith with Landlord and its assigns in the event Landlord or its assigns is required to terminate the Lease and retake possession of the Premises, including the prompt execution of an affidavit of transfer and related liquor license documents. Landlord and Tenant agree and acknowledge that Landlord or its assigns will rely on this provision to repossess the Premises and transfer the liquor license from Tenant to Landlord or its assigns, without the need for any judicial proceedings, or any additional agreements or consideration as between the parties. (d) If Tenant shall fail to timely, promptly and fully perform or cooperate with Landlord or its assigns, at any time, Tenant hereby constitutes and appoints Landlord as its true and lawful attorney, irrevocably, with full power, which power shall become effective upon an event of default and shall continue only during the continuance of an event of default, to perform Tenant's duties herein or cause them to be performed, to act, require, demand, record, compound and give acquittance for any and all matters relating to the liquor license as Landlord or its assigns may deem to be necessary or advisable, including executing any and all documents necessary to effectuate a transfer of the liquor license to Landlord or its assigns. This appointment as attorney is coupled with an interest. Section 20.23 Landlord Lien. Landlord shall have at all times a valid lien for all rentals and other sums of money becoming due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture and other personal property of Tenant situated on the Premises (collectively, "Collateral"), and such Collateral shall not be removed therefrom without the wriitten consent of Landlord. Landlord may file a UCC statement evidencing the same at Landlord's option. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any other remedies provided herein or by law, enter upon the Premises and take possession of all or any part of the Collateral without liability for trespass or conversion, and sell the same with or without notice at public or private sale, with or without having such property at the sale, at which Landlord or his assigns may purchase, and apply the proceeds thereof less any and all expenses connected with the taking of possession and sale of the property, as a credit against any sums due by Tenant to Landlord. Any surplus shall be paid to Tenant, and Tenant agrees to pay any deficiency forthwith. Alternatively, the lien hereby granted may be foreclosed ii the manner and form provided by law for foreclosure of security interest or in any other form provided by law. Statutory liens for rent, if any, are not hereby waived, the express contractual lien herein granted being, in addition and supplementary thereto. 34 Landlord Initials: Tenant Initials: Anything herein to the contrary notwithstanding, purchase money financing of Tenant's removable trade fixtures and equipment shall not be a default under this Article and, upon reasonable request, Landlord agrees to subordinate its lien to the lien of an unrelated party providing financing for Tenant's acquisition of goods, wares, equipment, fixtures, furniture and other personal property located on the Premises or for operation of the Premises. Tenant warrants to Landlord that there are no prior liens or security interests on said Collateral. IN WITNESS WHEREOF, Landlord has executed this Lease to be effective as of the Effective Date, notwithstanding the actual date of Landlord's execution hereof. March 1 2025 Date: 45 AC S LLC Justin Caruso IN WITNESS WHEREOF, Tenant has executed this Lease to be effective as of the Effective Date, notwithstanding the actual date of Tenant's execution hereof. Date: March 1 2025 Title: a Colorado By. Name: Andre Es reng 35 Landlord Initials: Tenant Initials: 4791847 O1/O6/2O22 10:11 AM Total Pages: 2 Rec Fee: $18.00 Doc Fee: $270.00 Carty Koppes - Clerk and Recorder, Weld County , CO SPECIAL WARRANTY DEED THIS DEED, made this December 23, 2021, between Mary E. Stahl and Robert M. Stahl of the County of Weld, State of Colorado, grantor(s), and 45 Acres LLC , Based on LLC Partnership agreement State Doc Fee: Whose legal address is 9378 County Road 25, Fort Lupton, CO 80621, in Weld County, Colorado , grantee(s). WITNESS, that the grantor(s), for and in consideration of the sum of Two Million Seven Hundred Thousand and 001100, ($2,700,000.00), the receipt and sufficiency of which is hereby acknowledged, have/has granted, bargained, sold and conveyed, and by these presents do(es) grant, bargain, sell, convey and confirm unto the grantee(s), their heirs and assigns forever, all the real property together with improvements, if any, situate, lying and being in the County of Weld and State of Colorado, described as follows: All that part of Lot 5 of the Northwest Quarter of the Southwest Quarter of Section 18, Township 2 North, Range 66 West of the 6th P.M., according to Division No. 1 map made by the Lupton Meadows Land Company, lying west of the South Platte River, including all gravel or aggregates but excluding and reserving to said party of the first part one-half of all oil, gas, hydrocarbons and other minerals, County of Weld, State of Colorado Commonly shown as 9378 County Road 25, Fort Lupton, CO 80621 AND All that part of Lot 6 lying West of the South Platte River in the North Half of the Southwest Quarter of Section 18, in Township 2 North of Range 66 West of the 6th P.M., Weld County, Colorado, according to Division No. 1 Map by the Lupton Meadows Land Company. Commonly shown as Vacant Land, Fort Lupton, CO 80621 ** As well as any and all water rights to include but not limited to twelve (12) shares of water rights in the Fort Luton Meadows Ditch Company ** Also known by street and number as 9378 County Road 25, Fort Lupton, CO 80621 TOGETHER, with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, the reversion and reversions, reminder and remainders, rents, issues and profits thereof, and all the estate, right, title interest, claim and demand whatsoever of the grantor(s), either in law or equity, of, in, and to the above bargained premises, with the hereditaments and appurtenances, TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the grantees, their heirs and assigns forever. And the grantor(s), for him/herself, his/her/its/their heirs and personal representatives do(es) covenant, grant, bargain and agree to and with the grantee(s), his/her/its/their heirs and assigns, that at the time of the ensealing and delivery of these presents are well seized of the premises above conveyed, have/has good, sure, perfect absolute and indefeasible estate of inheritance, in law, in fee simple, and have/has good right, full power and lawful authority to grant, bargain, sell and convey the same in manner and form 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 whatsoever, Subject to statutory exceptions, EXCEPT FOR TAXES FOR THE CURRENT YEAR AND SUBSEQUENT YEARS, EASEMENTS, RESERVATIONS, RESTRICTIONS, COVENANTS AND RIGHTS -OF -WAY OF RECORD IF ANY; AND DISTRIBUTION UTILITY EASEMENTS; AND MATTERS NOT SHOWN BY THE PUBLIC RECORDS BUT OF WHICH GRANTEE HAS ACTUAL KNOWLEDGE; AND INCULSION OF THE PROPERTY WITHIN ANY SPECIAL TAXING DISTRICT; AND BENEFITS AND BURDENS OF ANY DECLARATION AND PARTY WALL AGREEMENTS, IF ANY. 4791847 O1/O6/2O22 1O:11 AM Page 2 of 2 STATE OF COLORADO County of Weld }ss. The foregoing instrument was acknowledged before me December 23, 2021 by Mary E. Stahl and Robert M. Stahl My commission expires: !/:0 5► , 20121Witnesny hand and official seal � 1 DENNIS GERALD SENST NOTARY PUBLIC STATE OF COLORADO NOTARY ID 202O4003192 MY COMMISSION EXPIRES JANUARY 24, 2024 Notary1'ublic 4856355 09/20/2022 02:52 PM Total Pages: 3 Rec Fee: $23.00 Carly Koppes - Clerk and Recorder, Weld County , CO State Documentary Fee Date: il2O/2Gz L $0.00 No Doc Fee Required Quit Claim Deed (Pursuant to C.R.S. 38-30-113(1)(d)) Grantor(s), 45 ACRES LLC, BASED ON LLC PARTNERSHIP AGREEMENT, whose street address is 9378 COUNTY ROAD 25, City or Town of FORT LUPTON, County of WELD and State of COLORADO, 80621, for the consideration of "*" Ten Dollars and Other Good and Valuable Consideration "' dollars, in hand paid, hereby sell(s) and quitclaim(s) to 45 ACRES LLC, A COLORADO LIMITED LIABILITY COMPANY as whose street address is 9378 COUNTY ROAD 25, City or Town of FORT LUPTON, County of WELD and State of COLORADO, the following real property in the County of Weld and State of Colorado, to wit: See attached " Exhitit A" also known by street and number as 9378 COUNTY ROAD 25, FORT LUPTON, CO 80621 with all its appurtenances. Signed this day of 1 /2 0 /2 O22_ SEE ATTACHED SIGNATURE PAGE IP" tand Title When recorded return to Form 1092 closing/deeds/statutory/gcd_statutory.html 25200977 (100306737) III I IIIIIIllll l III 111011111 YVJVJJJ VC, GV/LVLL VG.JG r IVI Page 2 of 3 QUIT CLAIM DEED SIGNATURE PAGE 45 ACRES LL AGREEM BASED ON LLC PARTNERSHIP BY. y`1' CARUSO, MEMBER BY: K CARUSO, MEMBER State of G G County of ue, ULr The foregoing instrument was acknowledged before me on this day of y /2,0612 'Z by JUSTIN CARUSO AND JACK CARUSO AS MEMBERS OF 45 ACRES. LLC A COLORADO LIMITED LIABILITY COMPANY f '• Nublic My, ommission expires (7/9/24'2 y RYAN MATTHEW URBAN NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20204009716 MK COMMISSION EXPIRES 03/09/2024 Form 1092 closing/deeds/statutory/qcd_statutory.html 25200977 (100306737) 4856355 09/20/2022 02:52 PM Exhibit rage 3 of 3 ALL THAT PART OF LOT 5 OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 18, TOWNSHIP 2 NORTH, RANGE 66 WEST OF THE 6TH P. M, ACCORDING TO DIVISION NO.1 MAP MADE BY THE LUPTON MEADOWS LAND COMPANY, LYING WEST OF THE SOUTH PLATTE RIVER, COUNTY OF WELD, STATE OF COLORADO. AND ALL THAT PART OF LOT 6 LYING WEST OF THE SOUTH PLATTE RIVER IN THE NORTH HALF OF THE SOUTHWEST QUARTER OF SECTION 18, IN TOWNSHIP 2 NORTH OF RANGE 66 WEST OF THE 6TH P. M., ACCORDING TO DIVISION NO.1 MAP BY THE LUPTON MEADOWS LAND COMPANY, COUNTY OF WELD, STATE OF COLORADO. Form 1092 closing/deeds/statutory/qcd_statulory.html 25200977 (100306737) �y. Deck r 'ashnG Rcom Taxpaid Nine Premises WINERY FLOORPLAN 2nd FLOOR Total interior sq. it. 1911 Total exterior sq. ft. 936 Taxpaid Wine Area sq. it. 2847 wre Janitors Closet Bathrocm Eathrocm B.Front Baaz Back 28 Og SECOND FLOOR PLAN WINDOW SCHEDULE s;ay.x,va Q ■ InSte:: e. LLC SCHEMATIC DESIGN JaLvo.. .eromsai Robert and Mary Stahl C�ON�ySTIR�UCCDON VVCNYU11 S A2.02 SECOND FLOOR PLAN 8' overhead door Bonded Nine Premises 18' 22' Taxpaid Wine Premises Alternating Area Mech. Room Stairs WINERY FLOORPLAN First Floor Plan Total interior sq. ft. 1824 Alternating Area sq. ft. 1140 Bonded Winery Area sq. ft. 432 Taxpaid Wine Area sq. ft. 252 KEYED NOTES: ■ InSwte:: aava. LLC DOOR TYPES O �. xxi0.ixWlwT�rlavxx:Iwsa,Mx.pir�ixE. wxxinA �x+MEiix AmEPiAB�E [yUAL. , exyb wmwncu�c r.wcx nom�eou„mxxwm��oxwmu.Te T. ��=e-o u..:xc,wcxaxeow,mxxwarn, ixtn�n,x,0. E,++'1MICAIATiIYY:M'nn. HARDWARE GROUPS e��xTa,Mrawrw.xaa,.„x��.�,�,.wwE„wm, ,.xvxx,�A.c uxAux. Axv:wuA�s�.u:wwmu,xn�ww.:x. GENERAL NOTES: SCHEMATIC DESIGN Robert and Mary Stahl n :�₹„ C”' R110N Ul/WS A2.01 FIRST FLOOR PLAN 1. Re6igerator 2. Range ad Oven 3. Canvecbon Oven Dtshweaher under draineoant 5. Hat Wakr 800sler 6. Range Hoed 7. 3 compartment sink vv/ 28' draineoards 8. Hand washing sink 9. Food prep rink `w' 18' dra:Woard 10. T. 4. Wee mew 11. 2,.grip lBbk Kitchen Plan Scale: 3/8"=1' Alcohol storage in the kitchen will only be in the refrigerator Liquor License Security Plan Exterior Perineter Our goal at Salt and Acres is to allow our guests to enjoy alcoholic beverages in a relaxed and pleasant atmosphere, which includes many areas of our large property. However, Salt and Acres recognizes and values the importance of creating a controlled environment at all times. The safety of our guests and our adherence to laws and regulations is of the utmost importance to us. Through the use of signage, landscaping and fencing, we will create clear barriers to contain alcohol consumption to only designated and approved areas. The perimeter for our normal business hours and special events will be laid out similarly. This perimeter will include the tasting room (with attached decks), the fireplace/fire pit area, and the lawn. The only difference for special events will be that we will include the parking lot (attached to the lawn and the tasting room) as a part of the permitted area. During special events, we will relocate all parking to a different location to allow for a natural extension of space between the tasting room and the lawn. This will also allow for us to create a space for food trucks to be within the barrier (to serve additional food) and for the flow from the tasting room to the lawn. Securing the Perimeter It is important for us to completely secure our perimeter with signage, fencing, and natural barriers. We will be posting adequate signage around the perimeter, that clearly and obviously states the edge of the alcohol permitted space. The perimeter will be created using a mixture of fencing, natural barriers, and landscaping. Special Events and Season Events Added Security For special events, we will be adding additional event barricades. We will increase our event security staff during these events to ensure all boundaries are respected. Upon entry, our staff will conduct bag checks of all guests prior to each event, as outside beverages will be prohibited. After checking bags, our staff will be verifying identification of all guests, and will be providing durable and clearly visible wrist bands to guests who are ages 21+. This will help all staff easily decipher patrons who are of legal drinking age vs. those who are not. Inventory and Bar Operations Alcohol inventory will be secured and stored on the lower level of the facility, either in the walk-in cooler or in a dry storage area. The only people that will have access to the lower facility are Salt and Acres staff. No unaffiliated person will be allowed access to said area. In addition to the limited access, we will also be installing multiple security cameras that will have full visibility of the alcohol and food storage at all times. All cameras will have a recording back-up of all activity. During closed business hours, the walk-in cooler and lower level will be locked with no access. All front and back bar alcohol items will be secured and/or in a locked cooler, or will be moved to the lower level at close of business. Alcohol will only be accessible during operational hours and will be supervised by designated staff and management at all times. We will also secure coolers with a lock during non business hours. Additional security cameras will be added to the front and back bar to allow ownership and management additional level of security. Ownership and management will also have a strict inventory audit process and protocol to ensure safety and security of all alcohol products. Lawn The lawn will be an extension of the tasting room to allow for guest to enjoy their beverage and food outdoors. To secure this area, we will follow security protocol listed above for special events and will make sure that the signage and natural barriers remain in place at all times. We will be requiring that all liquor sales happen in the tasting room or on the tasting deck unless they are in a secured area set up from the tasting room with rented chairs on the lawn. East Vineyard Private Location In the event that we host a private event in our East Vineyard/Private location, we will secure the area with designated staff. This will insure that we are serving of age individuals during the private event times and alcohol for the private event will remain in said area. Normal operation During normal operation hours, only Salt & Acres staff will be serving guests. Upon taking each order, staff will be checking the identification of all individuals to ensure that all guest consuming alcohol are of age. Keys to secured Liquor Ownership and Management staff will be the only personal that with have keys to any locks and secured items. Ownership and management will only open required items during business hours. j Salt and Acres, LLC, dba Salt and Acres PAN-111t-1Wt--CAM S I !MAIN I!tSU SIN LSS. USR1410042 art HIGH PRESSURE LIN1 DIRECTIC 1SSUP 209 RINTh ROCESSIIs G It- ,i,„-1 ....„ ..„. . ,......,, I/ ESIDENCE )014 liKING ZPAG2 U S2 OUTDO' STORAGE - 41.1111JSR22-001; & GAS SUPPORTISERVICE £. c -.A 0046 PPORT FtC Scale: 1:25759 NC N-1041 MERC22 172( `PIPF<<r.4` -► � AitiI slik SPP1-t'oc M_ USR14-0022 4'!4 ,O41 MAJOR FAC, PIPELINE SUP -281 COMPRESSOR STATION NATURAL GAS U SR20=0030 - .-....-.• .•u.... n 1 USR-1444 _ = _ itiO S 2 L -UV,v i5RAVEL MININ RAVEL ININGOPEN MINING • -j-11-1174 -lr. W I N l = RY . . SUP -426 ' a S iP-426 C;FtAVFIwMIt4�NG ( RAVEL MININ USR 1;15S, VEIN NING:' 1 SR-1394AR MINERAL FUESOURC PFV FA USR-1394 writLin GRAVEL Pi" , Fort Lupton 4- riP f WIC) rfi I'll Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. yrciv ►VIIivIiVV C uSk13-)017 Y!' E +`► F AVM M I r) N U SW/0-'1fl3 2 ANIMAL +B�OAF,DI GT& 1 E AINING *lu__. 14 it MLIS R15.0017 SPR 14.00 J2 PUMP STAI_ION,'TANKAGL �, +.� jj SP 4-�13:. u SR 1109 MINERAL RE S.5DEV. FAC. SPR-92'AM SPF' •41 4102 --NCir-117 A rum mm CA Notes: Salt and Acres, LLC, dba Salt and Acres 9378 CR 25, Fort Lupton, CO 80621 10/14/2025 10:42:52 AM IMUSR &.GASSUI S _O tC R 22-- 115 tt-17 58 #i & 'iASSUPPORT FAL a PARKING Era j� �+ KENNEL 21 USF -631.t KENNE: 75 GRE_ USR19 03418'S r-rr"N►in r r % I AWf i! 1 DISCLAIMER: This product has been developed solely for internal use only by Weld County. The GIS database, applications, and data in the product is subject to constant change and the accuracy and completeness cannot be and is not guaranteed. The designation of lots or parcels or land uses in the database does not imply that the lots or parcels were legally created or that the land uses comply with applicable State or Local law. UNDER NO CIRCUMSTANCE SHALL ANY PART THE PRODUCT BE USED FOR FINAL DESIGN PURPOSES. WELD COUNTY MAKES NO WARRANTIES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED AS TO THE COMPLETENESS, ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR ACCEPTS ANY LIABILITY, ARISING FROM ANY INCORRECT, INCOMPLETE OR MISLEADING INFORMATION CONTAINED THEREIN. 14,.lainat Salt and Acres, LLC, dba Salt and Acres 10/14/2025 10:43:44 AM Scale: 1:12194 Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. A Notes: Salt and Acres, LLC, dba Salt and Acres 9378 CR 25, Fort Lupton, CO 80621 DISCLAIMER: This product has been developed solely for internal use only by Weld County. The GIS database, applications, and data in the product is subject to constant change and the accuracy and completeness cannot be and is not guaranteed. The designation of lots or parcels or land uses in the database does not imply that the lots or parcels were legally created or that the land uses comply with applicable State or Local law. UNDER NO CIRCUMSTANCE SHALL ANY PART THE PRODUCT BE USED FOR FINAL DESIGN PURPOSES. WELD COUNTY MAKES NO WARRANTIES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED AS TO THE COMPLETENESS, ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR ACCEPTS ANY LIABILITY, ARISING FROM ANY INCORRECT, INCOMPLETE OR MISLEADING INFORMATION CONTAINED THEREIN. Scale: 1:2078 Salt and Acres, LLC, dba Salt and Acres Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. A 10/14/2025 10:44:28 AM Notes: Salt and Acres, LLC, dba Salt and Acres 9378 CR 25, Fort Lupton, CO 80621 DISCLAIMER: This product has been developed solely for internal use only by Weld County. The GIS database, applications, and data in the product is subject to constant change and the accuracy and completeness cannot be and is not guaranteed. The designation of lots or parcels or land uses in the database does not imply that the lots or parcels were legally created or that the land uses comply with applicable State or Local law. UNDER NO CIRCUMSTANCE SHALL ANY PART THE PRODUCT BE USED FOR FINAL DESIGN PURPOSES. WELD COUNTY MAKES NO WARRANTIES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED AS TO THE COMPLETENESS, ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR ACCEPTS ANY LIABILITY, ARISING FROM ANY INCORRECT, INCOMPLETE OR MISLEADING INFORMATION CONTAINED THEREIN. 10/14/25, 10:41 AM Property Report Weld County PROPERTY PORTAL Property Information (970) 400-3650 Technical Support (970) 400-4357 Account: R5179086 October 14, 2025 Account Information Account Parcel Account Type Tax Year Buildings Actual Value Local Govt Assessed Value School Assessed Value R5179086 130918001003 Residential 2025 2 1,290,862 191,960 197,990 Legal 16152 PT L5 W OF RIVER LUPTON MEADOWS DIV I IN NW4SW4 18 2 66 Subdivision i Block I Lot Land Economic Area CENTRAL ECON 4 RURAL Property Address Property City Section Township Range 9378 COUNTY ROAD 25 i WELD ! 18 j 02 I 66 Owner(s) Account Owner Name I Address iR5179086 ! 45 ACRES LLC 9378 COUNTY ROAD 25 FORT LUPTON, CO 806219308 Document History https://propertyreport.weld.gov/?account=R5179086 1/6 10/14/25, 10:41 AM Property Report Reception Rec Date Type Grantor Grantee Doc Fee I Sale Date -E— ale Price USE BY SUP -426 06-20-1975 USR SPECIAL GRAVEL REVIEW MINING 0.00 NA 02145679 06-22-1988 SWDN 0.00 06-21-1988 145051 3807644 I 4.2389 I I NA SUB SUBDIVISION LUPTON MEADOWS DIVISION #1 0.00 NA 0 11-22-2011 03-01-2017 USR USR 1774 USR USR 1774 0.00 11-22-2011 USE BY SPECIAL REVIEW 1MUSR16- 11-1774 WINERY 0.00 NA 0 42,32389 03-01-2017 USR MUSR16-11- 1774 I 47.91847 MUSR16- 11-1774 STAHL 01-06-2022 SD ROBERT M; 45 ACRES W STAHL MARY LLC 4856355 0.00 03-01-2017 0 270.00 12-23-2021 2,700,000 09-20-2022 ( QCN 45 LLCCRES LLACRES 0.00 09-20-2022 *If the hyperlink for the reception number does not work, try a manual search in the Clerk and Recorder records. Use the Grantor or Grantee in your search. 0 J Building Information Building 1 Acco9 0 T Building ID Occupancy - t 1 R5179086 1 Single Family Residential T ID j Type I NBHD I Occupancy % Complete Bedrooms 11 I Residential 4R1016 Single Family Residential 100 j 3 Bath 2.00 I ID I Exterior I Roof Cover Interior HVAC I Perimeter I Frame Composition Hot I Siding I Shingle I Drywall I Water I NA Radiant L. 1 Units Unit I Make Type T 0 NA NA • Total Finished I ▪ Carport Balcony Porch I ID I Square I Condo I Basement Basement Garage Ft I SF i SF I SF I SF I SF SF SF -- -- ' .- --- ,"--- - - - - -.I �. .'.1 ". _! -. __._ -_.--- - t - 140 _. --�I 1 ; 2 682 i 0 0 0 - 1,040 0 0 https: //propertyreport.weld.gov/?accou nt=R5179086 2/6 10/14/25, 10:41 AM Property Report Built As Details for Buildin 1 ID Built As Square Ft E Year Built Stories Length Width 1.00 I Ranch 1 Story 2,682 1993 3 0 Additional Details for Building 1 ID Detail Type Description Units Add On Flue Only 1.00 1 Fixture Full Bath 1.00 1 Fixture Half Bath 1.00 1 Garage Detached 1040.00 1 Porch Slab Roof Ceil 140.00 Building 2 AccountNo Building ID Occupancy R5179086 2 I Retail I ID I2 Type Commercial NBHD 7 Occupancy T% Complete I Bedrooms Baths t ' NA Retail I 100 0 0.00 Roof Ti ID Exterior 2 NA NA I NA 1 Package II 184 i Unit i r- Total r Finished ID Square Condo Ft i SF i Basement SF Basement I Garage SF I SF 2 2,013 0 0 2,013 I 0 —J NA NA Carport SF Balcony Porch SF � SF 0 I - 0 Built As Details for Buildin 2 ID Built As Square Ft Year Built Stories Length Width 2.00 Retail Store 2,013 2011 1 0 0 Additional Details for Buildi 2 ID ! Type Detail T ' Description Units 12 Add On Concrete Slab Average 2 ! Basement - Finished 400.00 2013.00 https://propertyreport.weld.gov/?account=R5179080 3/6 10/14/25, 10:41 AM Property Report Valuation Information Type Code Description ! Actual Value Local Govt Assessed Value School Assessed Value Acres Land SqF Improvement 1212 SINGLE FAMILY RESIDENTIAL i IMPROVEMENTS 555,331 34,710 39,150 0.000 Improvement 2212 MERCHANDISING- MEIN 437,836 I 118,220 118,220 0.000 Land 1112 SINGLE FAMILY RESIDENTIAL- I LAND 199,297 : 12,460 14,050 17.000 740,52 Land 12112 MERCHANDISING- LAND I 98,398 26,570 26,570 197,990 6.000 23.000 261,36 1,001,88 f___. Totals - - 1,290,862 ! 191,960 Comparable sales for your Residential or Commercial property may be found using our SALES SEARCH TOOL Values are updated annually on May 1st for Real Property and June 15th for Personal Property and Oil and Gas. Tax Authorities Local Tax District District Name Govt j SchM ft Estimated I Area ID Mill Taxes Levy Levy 2228 t— 0700 AIMS JUNIOR COLLEGE I 6.305 0.000 j $1,210.31 2228 0302 CENTRAL COLORADO WATER (CCW) 2228 0309 CENTRAL COLORADO WATER SUBDISTRICT (CCS) 1.017 0.000 $195.22 1.507 0.000 I $289.28 I� 2228 i 0506 : FORT LUPTON FIRE : 9.446 I 0.000 $1,813.25 --- t---- 2228 ( 1050 ! HIGH PLAINS LIBRARY 3.179 j 0.000 $610.24 NORTHERN COLORADO WATER 2228 0301 (NCB 1.000 0.000 $191.96 2228 i 1201 PLATTE VALLEY CONSERVATDN j 0.000 0.000 $0.00 2228 SCHOOL DIST RE8-FORT 0208 LUPTON & DACONO 2228 0100 WELD COUNTY Total 0.000 18.508 $3,664.40 1 i 15.956 0.000 $3,062.91 1 38.41 18.508 $11,037.58 https://propertyreport.weld.gov/?account=R5179086 4/6 10/14/25, 10:41 AM Property Report The estimate of tax is based on the prior year mill levy and the 2025 projected assessment rates. Mill levies and tax estimates wi I be updated yearly on December 22nd for the current year. Additional information can be found at https://assessor.weld.gov Photo Sketch https://propertyreport.welc.gov/?account=R5179086 5/6 10/14/25, 10:41 AM Property Report so' First Floor 2013.3 sf 10' WH Wine Tasting Area Bsmt Storage 2013.3 sf R/R R/R Kitchen N 26.7 6. Building 2 Page 1 Map Maxar I Weld County Government Powered by Esri G etCalVitiOtt&d dKhaki,glu RyaOlitadit All rights reserved. Privacy Statement & Disclaimer I Accessibility Information https://propertyreport.vreid.gov/?accaunt=R5179086 6/6 Clerk to the Board's Office Phone: (970) 400-4225 1150 O Street P.O. Box 758 Greeley, Colorado 80632 www.weld.gov November 5, 2025 ATTN JUSTIN CARUSO SALT AND ACRES LLC DBA SALT AND ACRES 9378 CR 25 FORT LUPTON CO 80621 Re: Application for Renewal of a Vintner's Restaurant (County) Liquor License — Salt and Acres, LLC, dba Salt and Acres Dear Licensee: This is to advise you that the Weld County Board of Commissioners will hear your request for renewal of a liquor license at the property described as: 9378 County Road 25, Fort Lupton, Colorado 80621. The meeting is scheduled for Monday, November 24, 2025, at 9:00 a.m., in the Chambers of the Board of County Commissioners of Weld County, Colorado, Weld County Administration Building, 1150 O Street, Assembly Room, Greeley, Colorado 80631. While this is a public meeting and you are welcome to attend, your attendance is not mandatory at this time. The meeting will be live -streamed at www.weld.gov. If you have questions or need additional information, please do not hesitate to contact me at (970) 400-4227 or IflesnerOJweld.dov. Respectfully, ;.Prnh Leah Flesner Deputy Clerk to the Board cc: Weld County Attorney's Office Page 1 of 1 Leah Flesner From: Sent: To: Cc: Subject: Attachments: Good morning, Leah Flesner Wednesday, November 5, 2025 8:18 AM Justin Caruso Chloe White Notice of Hearing - Renewal Liquor License - Salt and Acres, LLC, dba Salt and Acres Notice of Hearing - Salt and Acres, LLC.pdf This is to advise you that the Weld County Board of Commissioners will hear your request for renewal of a liquor license at the property described as: 9378 County Road 25, Fort Lupton, Colorado 80621. The meeting is scheduled for Monday, November 24, 2025, at 9:00 a.m. Please see the attached letter for further information (hard -copy to follow). Thank you, AtermA Leah Flesner Deputy Clerk to the Board Desk: 970-400-4227 P.O. Box 758, 1150 O St., Greeley, CO 80632 01110@0 Joh' Our Team IMPORTANT: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Weld County Clerk to the Board's Office Certificate of Mailing Form First Name Last Nam I Company Address 1 City State Postal Email Code JUSTIN CARUSO SALT AND 19378 CR 25 FORT ACRES LLC LUPTON DBA SALT AND ACRES CO 80621 justin@saltandacres.com I hereby certify that I have sent a letter in accordance with the notification requirements of Weld County in the United States Mail, postage prepaid First Class Mail by letter as addressed on the attached list this 5th day of November, 2025. Leah Flesner Deputy Clerk to the Board Page 1 of 1 1 86 i COUNTY, CO Receipts Co O -� O I- C.) m 4c) D O U o aW U) Co co co L.p)O N- U 0 0 m O O 2 C5 RECEIPT DATE kb ``1 a S- RECEIVED FROM IL,t,�tiC1 enGI ADDRESS �� G.. Iii ��j�r Ate• . �tW`Mt(1 at,X4043% i)A-Nea �sctr�d 5�x�k� Fcv-c. 'all (00 $ rlS', Dos FOR Lre_t2 cec. No. 93021 HOW PAID CASH CHECKi A) 1 c MONEY ORDER � lftc(j' ILikeaCS Rt-S-k au(a_IVIta BY y‘..yeedi____ezetekt.tem JUSTIN AND DANIELLE CARUSO 3325 E. 141ST AVE. THORNTON, CO 80602 PAY TO THE ORDER OF Ott CHASE 0 1PMorgan Chase Bank, N.A. www.Chase.corn 25' trce- � 1166 ,Kuhl! &titans fKrlArl7 -WHOM co. fir} a PO Box 758 co CD O co O U U) a) a) RECEIPT DATE \A.) RECEIVED FROMTLLS-Vv0 ant\ Thane Ut. Cayca&p ADDRESS J ! vim, ar NO. 93022 v On& linou%aoet faMis30 s k‘bcx) • oe) FOR IS Can. "' S't \Qc≥ca Lc�. Ls C.• {-^cL. HOW PAID CASH NECK _` OD MONEY ORDER n nerrs CI& k ci, LAAro ne-v- BY Va ‘L-4-‘43-vtt... SALT AND ACRES LLC 3325E 141ST AVE THORNTON, Co 80602-6403 Pay to the Order of WELLS FARGO For Wells Fargo Bank, N.A. Colorado weilsfargo•corn or ?AM/tat-4 s . �i Rrrr�► Photo Sat. Dapos'tJ Dews 'n. ; ••3Ck ISMS Mal ...••i.. tat L7 +flay .ti..ii£0 itii- 4- \1861/4,- WEFW COUNTY, CO Staff Referral Responses Leah Flesner From: Sent: To: Cc: Subject: Attachments: Good morning, Leah Flesner Wednesday, November 5, 2025 8:30 AM '/o=ExchangeLabs/ou=Exchange Administrative Group (FYDIBOHF23SPDLT)/cn=Recipients/cn= 9ff779d0a47946be82792e4d7959fdce-22b5da09-29'; Adria Schiel; Benjamin Endreson; Bruce Barker; Byron Howell; Christopher McDonald; Curtis Hall; David Eisenbraun; Diana Aungst; Duane Naibauer; Karin McDougal; Kevin Hettinger; Leah Flesner; Matthew Conroy; Maxwell Nader; Nick Trautner; Sam Kaneta III; Wendi Inloes; Will Grumet Chloe White Referral Response Requested - Renewal Liquor License - Salt and Acres, LLC, dba Salt and Acres Renewal Liquor License - Salt and Acres, LLC.pdf; Staff Referral Memo - Salt and Acres, LLC.pdf In accordance with the procedures for processing renewal Liquor License Applications, please complete and return the attached "Staff Referral Memo — Salt and Acres, LLC". Your report will be used by the Board of County Commissioners in considering the applicant's liquor license. Please respond no later than: Wednesday, November 19, 2025 Please note: 1. Applicant: Salt and Acres, LLC, dba Salt and Acres Justin and Danielle Caruso, and Andre Esprenger Address: 9378 County Road 25, Fort Lupton, CO 80621 File Location: LC0055 2. Vintner's Restaurant (County) Liquor Licenses allow vinous liquors to be manufactured for on -premises and off -premises consumption (some restrictions), and for malt, vinous, and spirituous liquors to be sold/served for on -premises consumption. 3. Full meals are required to be served. 4. The property is permitted under 1 MUSR16-11-1774. Thank you, Leah Flesner Deputy Clerk to the Board Desk: 970-400-4227 P.O. Box 758, 1150 O St., Greeley, CO 80632 013000 Join Our Team IMPORTANT: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, Clerk to the Board's Office Phone: (970) 400-4225 1150 O Street P.O. Box 758 Greeley, Colorado 80632 www.weld.gov Referral Form Date: 11/5/2025 To: Weld County Board of Commissioners From: Sam Kaneta Ill. Captain The Weld County Clerk to the Board's Office has received an application for the below listed item in Unincorporated Weld County: Action: Renewal License Type: Vintner's Restaurant (County) Liquor License Applicant(s): Salt and Acres. LLC, dba Salt and Acres (Justin Caruso, Owner) Address: 9378 County Road 25, Fort Lupton, CO 80621 File Location: LC0055 Reply By: Wednesday, November 19. 2025 Page 1 of 2 The application is submitted to you for review and recommendation. Any comments or recommendation you consider relevant to this request would be appreciated. Please reply by the above listed date so that we may give full consideration to your recommendation. If you have any further questions regarding the application, please do not hesitate to contact me at (970) 400-4227 or Iflesner(a�weld.gov *We have reviewed the request and find no conflicts with our interests. �We have reviewed the request and find that we are not in support of the requested application. LWe have reviewed the request and recommend approval given that the below or attached conditions are met. See attached letter or comments below. Checked local records, no incidents at the location. Page 2 of 2 Clerk to the Board's Office Phone: (970) 400-4225 1150 O Street P.O. Box 758 Greeley, Colorado 80632 www.weld.gov Referral Form Date: 11/5/2025 To: Weld County Board of Commissioners From: Chris McDonald, WCDPHE The Weld County Clerk to the Board's Office has received an application for the below listed item in Unincorporated Weld County: Action: Renewal License Type: Vintner's Restaurant (County) Liquor License Applicant(s): Salt and Acres, LLC, dba Salt and Acres (Justin Caruso, Owner) Address: 9378 County Road 25, Fort Lupton, CO 80621 File Location: LC0055 Reply By: Wednesday, November 19, 2025 Page 1 of 2 The application is submitted to you for review and recommendation. Any comments or recommendation you consider relevant to this request would be appreciated. Please reply by the above listed date so that we may give full consideration to your recommendation. If you have any further questions regarding the application please do not hesitate to contact me at (970) 400-4227 or Iflesnerweld.gov *We have reviewed the request and find no conflicts with our interests. �We have reviewed the request and find that we are not in support of the requested application. LWe have reviewed the request and recommend approval given that the below or attached conditions are met. ❑See attached letter or comments below. Page 2 of 2 Clerk to the Board's Office Phone: (970) 400-4225 1150 O Street P.O. Box 758 Greeley, Colorado 80632 www.weld.gov Referral Form Date: 11/12/2025 To: Weld County Board of Commissioners From: Public Works, Curtis Hall The Weld County Clerk to the Board's Office has received an application for the below listed item in Unincorporated Weld County: Action: Renewal License Type: Vintner's Restaurant (County) Liquor License Applicant(s): Salt and Acres, LLC, dba Salt and Acres (Justin Caruso, Owner) Address: 9378 County Road 25, Fort Lupton, CO 80621 File Location: LC0055 Reply By: Wednesday, November 19, 2025 Page 1 of 2 The application is submitted to you for review and recommendation. Any comments or recommendation you consider relevant to this request would be appreciated. Please reply by the above listed date so that we may give full consideration to your recommendation. If you have any further questions regarding the application, please do not hesitate to contact me at (970) 400-4227 or Iflesnerweld.gov OWe have reviewed the request and find no conflicts with our interests. ❑We have reviewed the request and find that we are not in support of the requested application. ❑ We have reviewed the request and recommend approval given that the below or attached conditions are met. ❑ See attached letter or comments below. Page 2 of 2 Clerk to the Board's Office Phone: (970) 400-4225 1150 O Street P.O. Box 758 Greeley, Colorado 80632 www.weld.gov Referral Form Date: 11/14/2025 To: Weld County Board of Commissioners From: Brittany Thompson The Weld County Clerk to the Board's Office has received an application for the below listed item in Unincorporated Weld County: Action: License Type: Applicant(s): Renewal Vintner's Restaurant (County) Liquor License Salt and Acres, LLC, dba Salt and Acres (Justin Caruso, Owner) Address: 9378 County Road 25, Fort Lupton, CO 80621 File Location: LC0055 Reply By: Wednesday, November 19, 2025 Page 1 of 2 The application is submitted to you for review and recommendation. Any comments or recommendation you consider relevant to this request would be appreciated. Please reply by the above listed date so that we may give full consideration to your recommendation. If you have any further questions regarding the application, please do not hesitate to contact me at (970) 400-4227 or IflesnerRweld.gov ❑We have reviewed the request and find no conflicts with our interests. ❑We have reviewed the request and find that we are not in support of the requested application. •We have reviewed the request and recommend approval given that the below or attached conditions are met. ❑See attached letter or comments below. The Winery is permitted under 1 MUSR16-1174, However there is an expired building permit on the property with pending inspections. The property owner shall contact the Building Department to resolve the outstanding permit. Page 2 of 2 From: Chloe White To: Justin Caruso Cc: Leah Flesner Subject: Referral Response Received - Renewal Liquor License Application - Salt and Acres, LLC Date: Thursday, November 20, 2025 1:40:54 PM Attachments: image001.pnq image002.onq image003.pnq Good afternoon, While reviewing your renewal liquor license application, the Weld County Department of Planning Services provided the below comments: The Winery is permitted under 1 MUSR16-1174; however, there is an expired building permit on the property with pending inspections. The property owner shall contact the Building Department to resolve the outstanding permit. Please contact the department at (970) 400-6100 as soon as possible to resolve. Sincere regards, Chloe A. White Deputy Clerk to the Board Supervisor Desk: 970-400-4213 P.O. Box 758, 1150 O St., Greeley, CO 80632 0x GOO Join Our Team Important: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e- mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. \ 1861 / i COUNTY, CO Miscellaneous Correspondence Leah Flesner From: Sent: To: Subject: Justin Caruso <justin@saltandacres.com> Tuesday, October 14, 2025 1:48 PM Leah Flesner Re: Renewal Liquor License - Salt and Acres, LLC - Lease Agreement This Message Is From an External Sender This email was sent by someone outside Weld County Government. Do not click links or open attachments unless you recogr the sender and know the content is safe. Yes totally fine Sent from Justin Caruso iPhone On Oct 14, 2025, at 1:34 PM, Leah Flesner <lflesner@weld.gov>wrote: Are you ok with me adding the lease expiration date on your application? Thank you, <image001.png> Leah Flesner Deputy Clerk to the Board Desk: 970-400-4227 P.O. Box 758, 1150 O St., Greeley, CO 80632 <image002.png> <image003.png> IMPORTANT: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e- mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Leah Flesner Sent: Tuesday, October 14, 2025 1:23 PM Hello