HomeMy WebLinkAbout20251805.tiffResolution
Approve Renewal Application for Fermented Malt Beverage and Wine Off-Premises
(County) Liquor License from 7-Eleven, Inc., dba 7-Eleven Store 39510H, and
Authorize Chair to Sign — Expires July 14, 2026
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, 7-Eleven, Inc., dba 7-Eleven Store 39510H, presented to the Board of County
Commissioners of Weld County, Colorado, an application for the renewal of a Fermented
Malt Beverage and Wine Off-Premises (County) License for the sale of malt beverages
and vinous liquors in sealed containers not for consumption at place where sold, subject
to the rules and regulations found in Articles 3 and 4, Title 44, C.R.S., at an establishment
outside the corporate limits of any town or city in the County of Weld at the location
described as follows:
3914 State Highway 119
Longmont, Colorado 80504
Whereas, pursuant to Exhibit 5-H of the Weld County Code, said applicant has paid the
sum of $107.50 to the County of Weld for renewal of the existing license, and
Whereas, said applicant has paid the sum of $367.50 to the Colorado Department of
Revenue for renewal of the existing license, and
Whereas, the Licensee shall require "responsible vendor" training of each employee, as
agreeable to the Colorado Department of Revenue, Liquor Enforcement Division, and the
Licensee shall provide documentary evidence that each employee has been "responsible
vendor" trained upon request by the Weld County Sheriff's Office or the Colorado Liquor
Enforcement Division.
Now, therefore, be it resolved that the Board of County Commissioners of Weld County,
Colorado, having examined said application and the other qualifications of the applicant,
does hereby grant License Number 2025-12 to said applicant to sell malt beverages and
vinous liquors in sealed containers not for consumption at place where sold; and the
Board does hereby authorize and direct the issuance of said license by the Chair of the
Board of County Commissioners, attested to by the Clerk to the Board of Weld County,
Colorado, which license shall be in effect until July 14, 2026, providing that said licensee
operates in strict conformity to all of the laws of the State of Colorado and the rules and
regulations relating thereto, per Articles 3 and 4, Title 44, C.R.S., heretofore passed by
the Board of County Commissioners of Weld County, Colorado, and any violations thereof
shall be cause for revocation of the license.
Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign
said application and license.
2025-1805
LC0052
Renewal Application for Fermented Malt Beverage and Wine Off-Premises (County)
Liquor License — 7-Eleven, Inc., dba 7-Eleven Store 39510H
Page 2
The Board of County Commissioners of Weld County, Colorado, adopted the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 25th day of June, A.D., 2025:
[Insert Resolution Attestation Block Post Meeting]
2025-1805
LC0052
�1��n.��1/ �-- _
.,� �: � ����n % !
Fermented Malt Beverage and Wine Off-Premises (County) License
By Authority of the Board of County Commissioners of Weld County, Colorado
This License Expires July 14, 2026
License Number 2025-12
This is to Certify, that 7-Eleven, Inc., dba 7-Eleven Store 39510H, of the State of Colorado, applied for a License to sell
malt beverages and vinous liquors in sealed containers not for consumption at place where sold, and paid the sum of One
Hundred Seven and [50/100] ($107.50) Dollars to the Weld County Treasurer; therefore, the above applicant is hereby
licensed to sell malt beverages and vinous liquors, as a Fermented Malt Beverage and Wine Off-Premises (County), at
the address of 3914 State Highway 119, Longmont, Colorado 80504, in the County of Weld, State of Colorado, for a
period beginning on the 15th day of July, 2025, and ending �n the 14th day of July, 2026, unless this License is revoked
sooner as provided by law.
This license is issued subject to the Laws of the State of Colorado and especially under the provisions of Article 3, and 4,
of Title 44, Colorado Revised Statutes, as amended.
In testimony whereof, the Board of County Commissioners of Weld County, Colorado, has hereunto subscribed its'
name by its' officers, duly authorized this 25th day of June, 2025:
Perry L. Buck, Chair
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
This license shall be posted in a conspicuous place. Non-transferable.
DR 8400 (08/23/24)
COLORADO DEPARTNENT OF REVENUE
Liquw Enforoement DNiabn
POBOX17087 Retail Liquor License Renewal Application
oa��a� co eoz»-0oeT
��os> sos-z�oo Instructions
1. Complete entire application and attach details, if necessary.
2. Submit application 45 days prior to expiration to your local city or county licensing. Do not submit
to the State.
3. Submit the appropriate renewal license fee by license type.
4. As of July 1, 2024, a$250 annual renewal application fee will be applied to all renewals.
License Type Fee License Type Fee
Arts License (city) $308.75
Arts License (county) $308.75
Beer & Wine (city) $351.25
Beer & Wine (county) $436.25
Brew Pub (ciy) $750.00
Brew Pub (county) $750.00
Campus Liquor Complex (city) $500.00
Campus Liquor Complex (county) $500.00
Campus Liquor Complex (state) $500.00
Club License (city) $308.75
Club License (county) $308.75
Distillery Pub (city) $750.00
Distillery Pub (county) $750.00
Entertainment Facility License (city) $500.00
Entertainment Facility License (county) $500.00
Fermented Malt Beverage $g6.25
and Wine (c�y)
Fermented Malt Beverage $117.50
and Wine (county)
Fermented Malt Beverage On $g6.25
Premises (city)
Fermented Malt Beverage On $117.50
Premises (county)
Fer►nented Malt Beverage On/Off $g6.25
Premises (city)
Fermerrted �halt Beverage On/Off $117.50
Premises (county)
Hotel & Restaurant (ciry) $500.00
Hotel & Restaurant (county) $500.00
License Type Fee License Type Fee
Hatel 8� Restaurant / Optional $600.00'
Premises (city)
Hortel & Restaurant / Optional $600.00"
Premises (county)
Liquor Licensed Drug Store (city) $227.50
Liquor Licensed Drug Store (county) $312.50
Liquor Store (city) $227.50
Liquor Store (county) $312.50
Lodging Facility License (city) $500.00
Lodging Facility License (county) $500.00
Optional Premises (city) $500.00
Optional Premises (county) $500.00
Racetrack License (city) $500.00
Racetrack License (county) $500.00
Resort Complex (city) $500.00
Resort Complex (county) $500.00
Related Facility - Campus $160.00
Liquor Complex (city)
Related Facility - Campus Liquor $160.00
Complex (county)
Related Faciliry - Campus Liquor $160.00
Complex (state)
Retail Gaming Tavern (city) $500.00
Retail Gaming Tavern (county) $500.00
Tave�n (city) $500.00
Tavern (county) $500.00
Vintner's Restaurant (city) $750.00
Vintner's Restaurant (county) $750.00
• P1us $100.00 for each additional optional pr�mises
��
D R 8400(08123124)
COLORADO DEPARTNEIIT OF REVENUE
Liquor Enforcement Di�sion
PO BOX 17087
DenverCO 80217-0087
(303)205-2300
Submit to Local Licensing Authority
RECEIVED
Fees Due
Annual Renewal Application Fee $ 250
Renewal Fee
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 $ 367.50
Make check payable to: Colorado Department of
J11►1 O 2 2�25 Revenue. The State may convert your check to a one-
N�. time electronic banking transaction. Your bank account
may be debited as early as the same day received by
W ELD COU NTY the State. If converted, your check will not be returned. if
COMMISSIONERS your check is rejected due to insufficient or uncollected
funds, the Department may coilect 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 Uploaded to Movelt on Date
❑ Paid online
Licensee Name
7-Eleven, Inc.
Doin Business As Name DBA)
7-Eleven Store 39510H
Li uor License Number License T e
04-01356 Fermented Malt Beverage and Wine
Sales Tax License Number Ex iration Date Due Date
24111111-0488 07/14/25 05/30/25
Business Address
Street Address Phone Number
3914 State Highway 119 (303) 774-7668
Cit State ZIP Code
Longmont CO 80504
Mailina Address
Street Address
P,O. Box 139O44
Cit State ZIP Code
Dallas TX 75313
Email
electronicrenewels@7-li.com
Page 2 of 7
O eratin Mana er Date of Bi�th
RACHAEL SH�INBARGER
Home Address
StreetAddress Phone Number
52868 YATZE RD 719-470-8397
Ci State ZIP Code
BOONE CO 81025
1. Do you have legal possession of the premises at the street address? .............._ • Yes No
Are the premises owned or rented? � owned •If rented, ex iration date of lease
• Rented' ��31/2027
2. Are you renewing a storage permit, additional optional premises, sidewalk
service area, or related facility? ................................. ......... Yes � tvo
..................................... _
If yes, pbe,ase see the tabie in the upper right hand comer and include all fees due.
3. Are you renewing a takeout and/or delivery permit? ............................................. Yes i No
(Note: must hold a qual'ifying 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?....... _ Delivery _� Takeout 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 appicant, been found in final order of a tax agenay to be delinquent in the
paymerrt of any state or local taxes, penalties, or interest related to a business?.... Yes �►vo
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
44-3-503ti, C.R.S.? ........................................................................................................ Yes � No
5. Sinoe 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)? ................... • Yes rvo
If yes, e�lain 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.
oR e000 �oeix�2a� Page 3 of 7
6. Since the date of filing of the last application, has the applicant or any of its
agents, awners, managers, partners or lenders (other than licensed financial
institutions) been convicted of a crime? .................................................................. Yes • 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? .............................. • Yes 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? ........................................................................... • Yes rvo
If yes, atbch a detailed explanation.
9. I would like to apply for a Two-Year Renewal ......................................................... Yes • 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.
T pe or Print Name of ApplicanUAuthorized A ent of Business
DAYNA EPLEY
Title
LICENSING MANAGER
Si nature Date MM/DDJYY
0!�/03/�-
DR Bd00 (0BR3/24) Page 4 of 7
Report & Approval of City or County Licensing Authority
The foregoing application has been examined and the premises, business conducted and character of
the applicant are satisfactory, and we do hereby report that such license, if granted, will comply with the
provisions of Title 44, Articles 4 and 3, C.R.S., and Liquor Rules.
Therefore this application is approved.
Local Llcensin Authorit For
Weld County, Colorado ���
Title Attest Esther E. Gesick
Perry L. Buck - Chair, Weld County Board of Commissione �
Si na Date Clerk to the Board
06/25/25
Local Lsc s�g Authority Approves this license for a two-year renewal ....................... Yes X No
If "No", please cite the law, regulation, local ordinance or resolution that gives the local licensing
authority the ability to deny the applicant and grounds for denial. Also, please provide any and all
investigative reports, and administrative or criminal action that relate or justify this denial.
Praof of Violation
DR 9400 (08123/24) Page 5 at 7
DR 8495 (02/1�24)
COLORADO DEPAR7IAEHT OF REVENUE
Liauor EnforeerRent Divabn
PO BOX 17087
Denver CO 80217-0087
(303) 20S2300
Tax Check Authorization, Waiver, and Request to Release Information
�� DAYNA EPLEIf
am signing tfiis Tax Check Authorization, Waiver and Request to Release Information (hereinafter
"Waiver") on behalf of
the "A Ucant/Licensee"
7-ELEVEN, INC.
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 AppiicanULicensee.
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 confidentialiry 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. ApplicanULicensee 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 Depa�tment 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 ApplicanYs/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
administrati�e or judicial action regarding the applicatim or license.
Page 6 of 7
Name IndividuaVBusiness
7-ELEVEN, INC.
Social Securily NumberlTax Identification Number Home Phone Number Business/Work Phone Number
75-1085131 N/A 303-774-7668
Street Address
3914 STATE HWY 119
Cit State ZIP Code
LONGMONT CO 0504
Printed name of person si ning on behalf of the Applicant/Licensee
DAYNA EPLEY
A IicantlLicensee's Si nature Si nature authorizin the disclosure of confidential tax information) Date Si ned
0(0%3/
Privacy Act Statement
Providing your Social Security Number is voluntary and no right, benefit or privilege provided by law wiil
be denied as a result of refusal to disclose it. § 7 of Privacy Act, 5 USCS § 552a (note).
DR 8495 (02116/24) Page 7 of 7
Store Directory
Run Date : 0211312025 02:46
LaC8d011 ��� FrJCorp Addreaa City County 6tete or Provinoa Po�l�I Coda
13058 A F 312 MOUNT VIEW LN Colorado Springs EL PASO 80907
13071 B F 5 WIDEFIELD BLVD Colorado Spnngs EL PASO CO 80911
13079 B F 1011 SOUTH 21 ST ST Colorado Springs EL PASO CO 809043705
13082 8 F 310 WEST UINTAH ST Colorado Springs EL PASO CO 809051045
13093 A F 1760 SHASTA DR Colorado Springs EL PASO CO 809101912
13111 S C 2727 S PRAIRIE AVE Pueblo PUEBLO CO 81005
13128 B F 9101 W JEWELL AVE Lakewood JEFFERSON CO 802326447
13140 B F 5405 MARSHALL STREET Arvada JEFFERSON CO 800023801
13157 A F 7270 BROADWAY Denver ADAMS CO 802213608
13164 B F 2605 VALMONT RD Boulder BOULDER CO 803042903
13167 A F 7540 N PECOS ST Denver ADAMS CO 802213437
13169 A F 1012 E BRIDGE ST Brighton ADAMS CO 806012231
13171 A F 505 S SHIELDS ST Fort Collins LARIMER CO 805213557
13184 C F B41 KEN PRATT BLVD Longmont 8OULDER CO 805016432
13185 A F 83016TH ST Greeley WELD CO 806315618
13188 B F 11421 WASHINGTON ST Northglenn ADAMS CO 802331912
13194 A F 1107 SANTA FE DR Denver DENVER CO 802043544
13195 A F 4040 EAST 8TH AVE Denver DENVER CO 802203701
13196 B F 1277 E HAMPDEN AVE Englewood ARAPAHOE CO 80113
13198 B F 607 E ALAMEDA AVE Denver DENVER CO 802092005
13203 C F 7675 EAST COLFAX AVE Denver DENVER CO 802201950
13204 C F 10201 E MONTVIEW BLVD Aurora ADAMS CO 800102303
13206 B F 3900 S BROADWAY Englewood ARAPAHOE CO 80113
13209 D F 1090 OGDEN ST Denver DENVER CO 802182808
15041 A F 311 WEST MAIN ST Sterling LOGAN CO 807513144
15068 A F 331 SOUTH HANCOCK AVE Colorado Springs EL PASO CO 809033740
15203 A F 703 EAST PLATTE AVE Fort Morgan MORGAN CO 807013618
15403 B F 1605 W 92ND AVE Federal Heights ADAMS CO 80260
15431 A F 603 WEST PLATTE AVE Fort Morgan MORGAN CO 807012655
15754 A F 4770 WEST COLFAX AVE Denver DENVER CO 802041123
15955 A F 620 EDISON ST Brush MORGAN CO 807232012
16068 A F 2641 S. ESTES ST Lakewood JEFFERSON CO 802273117
1D0�4 A F 1120 9 PARHER RD Denver ARAPAHOE OO 80P01P1P6
16147 C F 2609 FEDERAL BVD Denver DENVER CO 802114716
16593 C F 2500 WEST 38TH AVE Denver DENVER CO 802112102
17127 S C 905 WEST NORTHERN AVE Pueblo PUEBLO CO 810043123
17134 B F 9200 W ALAMEDA AVE Lakewood JEFFERSON CO 802262829
17142 A F 2081 W EISENHOWER BLVD Loveland LARIMER CO 805373100
17211 A F 51315 HWY 8 Glenwood Springs GARFIELD CO 816012544
17284 L C 741 N SUMMIT BLVD Frisco SUMMIT CO 80443
17299 J C 8390 W 14TH AVE Lakewood JEFFERSON CO 80214
17596 D F 10722 E ALAMEDA AVE Aurora ARAPAHOE CO 800121017
18324 C f 3 EAST BTH AVE Yuma YUMA CO 807592827
18397 A F 10010 E GIRARD AVE Denver DENVER CO 802315067
18409 B F 16080 EAST COLFAX AVE Aurora ARAPAHOE CO 800115811
18418 B f 7355 RALSTON ROAD UNIT R1 Arvada JEFFERSON CO 800022500
A44 B F 2790 S WADSWORTH BLVD Denver DENVER CO 802273408
18497 A F 5010 KIPLING STREET Wheat Ridge JEFFERSON CO 800332250
18556 A F 8801 HURON ST Thomton ADAMS CO 802606804
18576 C F 3901 EAST 112TH AVE Thomton ADAMS CO 802332546
18589 B F 511 E AGATE AVE Granby GRAND CO 80446
18594 A F 8002 CHASE DRIVE Arvada JEFFERSON CO 800031806
18630 J C 7295 EAST 7TH AVE Denver DENVER CO 802205565
18724 A F 104 EAST 18TH ST Greeley WELD CO 806316019
18730 A F 3177 EAST COLFAX AVE Denver DENVER CO 802061709
19015 B F 4096 S FEDERAL BLVD Sheridan ARAPAHOE CO 801104331
19169 S C 926 LAKE AVE PueWo PUEBLO CO 810042455
19570 A F 402 WEST 3RD ST Wray YUMA CO 807581005
19585 J C 235 WEST TTH ST Walsenburg HUERFANO CO 810892211
20104 A F 430 REMINGTON ST Fort Collins LARIMER CO 805242911
20182 A F 1499 W. LITTLETON BLVD Littleton ARAPAHOE CO 801202101
20308 B F 283 W HWY 105 Monument EL PASO CO 80132
20343 B F 2407 N. UNION BLVD. Colorado Spnngs EL PASO CO 809091107
20638 K C 804 E 4TH ST Pueblo PUEBLO CO 810013929
21242 B F 6515 S DAYTON ST Greenwood Village ARAPAHOE CO 801116121
21493 J C 15553 E MI991991PPI AVE Aurore ARAGAHOE CQ $00173A42
21494 B F 3005 S PEORIA STREET Aurora ARAPAHOE CO 800143129
21562 B F 1651 S BUCKLEY RD Aurore ARAPAHOE CO 80017
21899 A F 5195 W BYRON PL Denver DENVER CO 802121322
21938 A F 4085 E MISSISSIPPI AVE Denver DENVER CO 80246
21967 K C 1475 B STREET Colorado Springs EL PASO CO 809065364
22021 A F 23250 TWO RIVER3 RD Beselt PITKIN CO 816219227
22059 C F 525 N UNION BLVD Cdorado Springs EL PASO CO 80909
22063 A F 11599 W COLFAX AVE Lakewood JEFFERSON CO 802153707
22088 B F 1329 MAIN ST Carbondale GARFIELD CO 816231849
22194 J C 14490 E. COLFAX AVE Aurora ARAPAHOE CO 800116823
22233 B F 1240 E FILLMORE ST Colorado Springs EL PASO CO 809076451
22358 A f 1438 ARAPAHOE ST Denver DENVER CO 802022204
22533 D F 4601 S BROADWAY Englewood ARAPAHOE CO 80113
22537 B F 1690 PEARL ST Denver DENVER CO 8010314Z0
22562 A F 1801 S NEVADA AVE Colorado Springs EL PASO CO 80905
22596 C F 840 LASHLEY ST Longmont BOULDER CO 80504
22613 6 F 3004 W. COLORADO AVE Colorado Springs EL PASO CO 809042147
22684 B F 1428 W. COLORADO AVE. Colorado Springs EL PASO CO 809044025
22706 A F 601 S. SANTA FE AVENUE Fountain EL PASO CO 808172042
23154 B F 13790 E �UINCY AVENUE Aurora ARAPAHOE CO 800151129
23172 F F 303 N BROADWAY Denver DENVER CO 802033920
23206 B F 7211 N PECOS ST Denver ADAMS CO 802212761
23293 A F 1800 DOWNING ST Denver DENVER CO 802181010
23418 B F 10500 E. COLFAX AVE Aurora ARAPAHOE CO 800105020
23546 C F 1402 HARRISON RD Cdorado Springs EL PASO CO 80905
23603 B F 105 KNOX COURT Denver DENVER CO 802191437
23664 B F 2396 S. FEDERAL BLVD Denver DENVER CO 802195405
23727 A F 750 S MONACO ST PARKWAY Denver DENVER CO 802241527
23731 A F 328 E. PLATTE AVE. Colorado Springs EL PASO CO 809031237
23811 J C 327 W. 8TH ST. Pueblo PUEBLO CO 810033004
23829 C F 6302 E. 72ND AVE. Commerce Ciry ADAMS CO 800222000
23867 A F 1499 S. FEDERAL BLVD Denver DENVER CO 802194720
23888 B F 1702 S 8TN 3T Colorado �prings CL �A�O CO 80905
23899 A F 85 W. ALAMEDA AVE Denver DENVER CO 802232104
23905 J C 1000 E COLFAX AVE Denver DENVER CO 802181945
23935 B F 3805 E. PIKES PEAK AVE Colorado Springs EL PASO CO 809096716
23963 A F 201 BLUE RIVER PKWY Silverthorne SUMMIT CO 80498
23990 A F 1795 PEORIA ST Aurora ADAMS CO 800102906
24079 B F 8250 W COAL MINE AVE tA Llttleton DOUGLAS CO 80123
24116 B F 1585 S. BROADWAY Denver DENVER CO 802102607
24359 A F 2410 S UNIVERSITY BLVD Denver DENVER CO 802105408
24398 A f 3306 E FOUNTAIN BLVD. Colorado Springs EL PASO CO 809101732
24438 A F 995 N CIRCLE DR Colorado Springs EL PASO CO 80909
24460 C F 510 S. SECURITY BLVD Colorado Springs EL PASO CO 809111730
24627 A F 580 JOSEPHINE ST Denver DENVER CO 802064211
24856 A f 1066 EAST 88TH AVE. Thomton ADAMS CO 802294926
25028 A d90 PERRY ST Denver DENVER CO 802041439
25052 B F 890 S. FEDERAL BLVD Denver DENVER CO 802193413
25069 A F 4708 WASHINGTON ST Denver DENVER CO 802162746
25187 B F 595 HAVANA ST Aurora ARAPAHOE CO 800104343
25265 B F 201 WEST FILLMORE ST Colorado Springs EL PASO CO 809076156
25290 D F 4543 BOARDWALK DR Fort Collins LAR�MER CO 805253227
25325 B F 12057 N PECOS ST Westminster ADAMS CO 802342073
25476 A F 1650 MAIN ST Longmont BOULDER CO 805012615
25550 B F 12880 E ALBROOK DR Denver DENVER CO 80239
25581 B F 16400 SOUTH GOLDEN ROAD Golden JEFFERSON CO 804012855
25582 B F 1103 YOSEMITE ST Denver DENVER CO 802203557
25684 B F 2540 W 10TH ST Greeley WELD CO 80634
25718 B F 2220 S PEORIA ST Aurora ARAPAHOE CO 800141147
25740 C F 18883 EAST HAMPDEN AVE Aurora ARAPAHOE CO 800133559
25794 B F 1685 JET WING DR Colorado Springs EL PASO CO 809162258
25823 C F 7201 LOWELL BOULEVARD Westminster ADAMS CO 800305301
25902 A F 1904 WEST UINTAH ST Cdorado Springs EL PASO CO 809042740
25907 B F 3200 EAST 45TH AVE Denver DENVER CO 802164133
26137 B F 95 SHERIDAN BLVD Lakewood JEFFERSON CO 80226
26289 A F 2300 � 88TM AV�NUC Thomton ADAM9 CO 804295109
26292 A F 825 NORTH NEVADA AVE Colorado Springs EL PASO CO 809034705
26295 C F 1426 N. ACADEMY BLVD. Colorado Springs EL PASO CO 809093315
26574 A F 13190 E MISSISSIPPI AVENU Aurora ARAPAHOE CO 800123427
26682 A F 14593 E MISSISSIPPI AVE Aurora ARAPAHOE CO 800124682
26683 B F 2025 B ST Colorado Springs EL PASO CO 809064729
26692 A F 5805 PALMER PARK BLVD Colorado Springs EL PASO CO 809151611
26693 C F 3740 RANDALL DR Colorado Springs EL PASO CO 809204162
26788 D F 503 S. NEVADA AVE Colorado Springs EL PASO CO 809033922
26803 D F 2800 S. COLLEGE AVE Fort Collins LARIMER CO 805252532
26927 C F 1600 SOUTH LEMAY AVE Fort Cdlins LARIMER CO 805251122
26933 A F 970 W. HORSETOOTH RD Fort Collins LARIMER CO 805262799
27022 B F 6331 WASHINGTON ST Denver DENVER CO 802297008
27033 C F 5595 S. BROADWAY Littleton ARAPAHOE CO 801218004
27043 B S, STE B Lakewood JEfFER5ON CO 80401
27067 B F 3990 E. 35TH AVE Denver DENVER CO 802053856
27082 8 F 450 NORTH MURRAY BLVD Cdorado Springs EL PASO CO 809161003
27211 J C 15511 E. 6TH AVE. Aurora ARAPAHOE CO 800119003
27213 B F 16601 E SMOKY HILL RD Aurora ARAPAHOE CO 800151764
27238 B F 8378 SHERIDAN BOULEVARD Westminster ADAMS CO 800036001
27429 C F 1850 S SHERIDAN UNIT A Denver DENVER CO 802328029
27620 A F 303 SANTA FE DR Denver DENVER CO 802231131
29024 B f 880 S BUCKLEY RD Aurora ARAPAHOE CO 800173174
29108 A F 4701 PEORIA ST Denver DENVER CO 802392850
29151 A F 2299 WEST ALAMEDA AVE Denver DENVER CO 802231926
29203 B F 1000 FEDERAL BLVD Denver DENVER CO 802043217
29314 B F 10410 MELODY DRIVE Northglenn ADAMS CO 802344110
29420 A F 1301 WEST 38TH AVE Denver DENVER CO 802112614
29508 C F 3131 S BROADWAY Englewood ARAPAHOE CO 80113
32159 C F 623 GARDEN OF THE GODS RD Colorado Springs EL PASO CO 80907
32267 B F 10998 STATE HWY 9 Breckenridge SUMMIT CO 80424
32276 B F 6600 S. COLLEGE AVENUE FoR Collins LARIMER CO 805254143
32386 B F 4710 CENTENNIAL BLVD. Colorado Springs EL PASO CO 80919
32673 J C 1448 N 95TM STR�ET Lafayette DOULDER CO B00P6931�
32747 C F 6025 CONSTITUTION AVE Colorado Springs EL PASO CO 809154396
32809 C F 10128 N WADSWORTH PKWY Westminster JEFFERSON CO 80021
32810 B F 4500 PEORIA STREET Denver DENVER CO 80239
32923 B F 16981 LINCOLN AVENUE Parker DOUGLAS CO 80134
32990 J C 3522 N ELIZABETH ST Pueblo PUEBLO CO 81008
33038 C F 18451 E ALAMEDA PKWY Aurora ARAPAHOE CO 80017
33040 C F 8380 S COLORADO BLVD Highlands Ranch DOUGLAS CO 80126
33042 B F 8750 S YOSEMITE ST Lone Tree DOUGLAS CO 80124
33043 C F 7725 FOUNTAIN MESA RD Fountain EL PASO CO 80817
33044 C F 14250 E ILIFF AVE Aurora ARAPAHOE CO 800141460
33052 C F 1595 W. 47TH AVE Denver DENVER CO 802112339
33322 B F 5590 POWERS CENTER POINT Colorado Springs EL PASO CO 809207100
33481 C F 399 WASHINGTON AVENUE Gdden JEFFERSON CO 804031427
33630 B F MALL, STE 100 Denver DENVER CO 80202
33710 B F 6040 BARNES RD Coloredo Springs EL PASO CO 80922
34012 8 F 5241 W 72ND AVENUE Westminster JEFFERSON CO 80003
34035 A F 19832 E HILLTOP RD Parker DOUGLAS CO 80134
34036 A F 6990 CHURCH RANCH BLVD Westminster JEFFERSON CO 80021
34057 A F 11802 OSWEGO ST Englewood ARAPAHOE CO 80112
34058 B F 2434 BRIARGATE PKWY Cdorado Springs EL PASO CO 80920
34087 A F 15610 E. 104TH AVE. Commerce City ADAMS CO 80022
34131 C F 19390 E QUINCY AVE Aurora ARAPAHOE CO 80015
34159 A F 12285 S PARKER RD Parker DOUGLAS CO 80134
34168 B F 3240 VILLAGE VISTA DR Erie WELD CO 80516
34179 D F 4709 7OWER RD Denver DENVER CO 80249
34181 B F 21405 E QUINCY AVE Aurora ARAPAHOE CO 80013
34209 B F 8 NOTTINGHAM RD Avon EAGLE CO 81620
34210 L C 11099 E I-25 FRONTAGE RD Firestone WELD CO 80504
34238 A f 50 TELEP AVE Johnstown WELD CO 80534
34316 A F 6150 E HWY 34 Johnstown LARIMER CO 80534
34333 J C 3995 N LEWISTON ST Aurora ADAMS CO 80011
34342 B F 1975 E COLFAX AVE Denver DENVER CO 80206
34442 K C 172a CMAM�A 3TR«T Denver DENVER 00 80202
34486 B F 3099 W MINERAL AVE Littleton ARAPAHOE CO 80120
34504 B F 7451 S GARTRELL RD Aurora ARAPAHOE CO 80016
34505 B F 1107 S SHERIDAN BLVD Lakewood JEFFERSON CO 80232
34526 A F 1800 LAWRENCE ST Denver DENVER CO 80202
34534 A F 6201 E 14TH AVE Denver DENVER CO 80220
34570 B F 1775 BLAKE ST Denver DENVER CO 90202
34675 J C 1910 S HAVANA ST Aurora ARAPAHOE CO 80014
34683 B F 2201 S SHERIDAN BLVD Denver DENVER CO 802273910
34705 J C 2100 SOUTH HOLLY ST Denver DENVER CO 80222
34741 A F 7080 TOWER RD Denver DENVER CO 80249
34921 A F 2350 HANCOCK EXPY Colorado Springs EL PASO CO 80910
34924 A F 2803 W 10TH ST Greeley WELD CO 80634
35001 B F 2802 E FOUNTAIN BLVD Colorado Springs EL PASO CO 80910
5 5 F 3992 HAVANA ST Denver DENVER CO 80239
35069 J C 1091 13TH ST Boulder BOULDER CO 80302
35269 B F 6008 FREDERICK WAY Frederick WELD CO 80530
35336 D F 12802 LOWELL BLV Broomfield BROOMFIELD CO 800205432
35337 A F 2825 BRIARGATE BLVD Colorado Springs EL PASO CO 80920
35338 B F 330 S ACADEMY BLVD Colorado Springs EL PASO CO 809102715
35345 C F 2250 MOUNTAIN VIEW AVE Longmont BOULDER CO 805013114
35357 J C 5190 W 113TH AVE Westminster ADAMS CO 800317813
35365 B F 380 E 17TH AVE Denver DENVER CO 80203
35506 B F 3045 W PROSPECT RD Fort Collins LARIMER CO 80526
35511 A F 4990 EAST HAMPDEN AVE Denver DENVER CO 80222
35519 B F 4406 N SHERIDAN BOULEVARD Denver DENVER CO 80212
35534 A F 5280 ASTROZON BLVD Colorado Springs EL PASO CO 80916
35536 B F 450 FEDERAL BLV Denver DENVER CO 80204
35598 A F 3495 S FEDERAL BLVD Sheridan ARAPAHOE CO 80110
35600 B F 7718 E WOODMEN ROAD Colorado Springs EL PASO CO 80908
35604 B F 3391 W HAMPDEN AVE Sheridan ARAPAHOE CO 80110
35610 A F 7692-7696 BARNES RD Colorado Springs EL PASO CO 80922
35617 A F 3400 YORK ST Denver DENVER CO 80205
JJA22 H C 6a�0 S YO��MIT� �T Oreenwood Vlllage ARAPAHOE CO 60111
35668 A F 3445 W COLFAX AVE Denver DENVER CO 80204
35708 A F 4277 N TAFT AVE Loveland LARIMER CO 80538
35715 B F 3876 E BROMLEY LN Brighton ADAMS CO 80601
35717 B F 6400 CROSSROADS BLVD Windsor LARIMER CO 80550
35822 A F 3502 N ACADEMY BLVD Colorado Springs EL PASO CO 80917
35828 A F 6966 DAHLIA ST Commerce Ciry ADAM3 CO 80022
35864 A F 8991 E 104TH AVE Henderson ADAMS CO 80640
35880 B f 1401 W ELIZABETH ST Fort Collins LARIMER CO 80521
35976 B F 8755 MONNIEW BLVD Denver DENVER CO 80238
35979 A F 2950 W EVANS AVE Derner DENVER CO 80219
35995 B F 1600 E EVANS AVE Denver DENVER CO 80210
36013 B F 12060 E 120TH AVE Henderson ADAMS CO 80640
36017 A F 4900 E BRIDGE ST Bnghton ADAMS CO 80601
36464 B F 8111 TOWER RD Commerce City ADAMS CO 80022
36492 B F 5995 W 38TH AVENUE Wheat Ridge JEFFERSON CO 80212
36714 B F 2650 NORTH GATE BLVD Cdorado Springs EL PASO CO 80921
36764 A F 8090 MERIDIAN RD Peyton EL PASO CO 80831
36769 H C 1510 S HOLLY ST Denver DENVER CO 80222
36775 A F 5797 QUEBEC ST Commerce City ADAMS CO 80022
36956 B F 18351 E COLFAX AVE Aurora ADAMS CO 80011
37016 B F 4922 WILLOW ST Denver DENVER CO 80238
37120 A F 3200 CHAMBERS RD Aurora ADAMS CO 80011
37135 A F 6495 ISSAQUAH DR Colorado Springs EL PASO CO 80923
37141 D F 4855 N PECOS STREET Denver DENVER CO 802211512
37198 A F 2093 S CATHAY WAY Aurora ARAPAHOE CO 80013
31220 B F 5601 E 136TH AVE Thomton ADAMS CO 80602
37221 B F 23830 E SMOKY HILL RD Aurora ARAPAHOE CO 80016
37278 H C 990 WEST BAPTIST ROAD Monument EL PASO CO 80132
37291 A F 12241 E 104TH AVE Commerce City ADAMS CO 80022
37320 A F 6020 DUBLIN BLVD Colorado Springs EL PASO CO 80923
37554 A F 4415 MCINTYRE STREET Golden JEFFERSON CO 80403
37560 C F 5898 S BROADWAY Littleton ARAPAHOE CO 80121
37562 B f 8900 M�TRO AIR�ORT AVE Broomfield JEFFER60N CO a0021
37570 A F 8836 E 96TH AVE Commerce City ADAMS CO 80640
37731 A F 6400 FEDERAL BLVD Denver ADAMS CO 80221
37763 A F 17050 SMITH RD Aurora ARAPAHOE CO 80011
38083 H C 7382 FEDERAL BLVD Westminster ADAMS CO 80030
38084 A F 3790 WADSWORTH BLVD Wheat Ridge JEFFERSON CO 80033
38093 A F 1175 ALOHA ST Casde Rock DOUGLAS CO 80108
38107 H C 229 GLENEAGLE GATE VIEW Colorado Springs EL PASO CO 80921
38119 A F 725 KALAMATH STREET Denver DENVER CO 80204
38130 A F 2880 S CIRCLE DR CGorado Springs EL PASO CO 80906
38135 A F 11275 MAIN ST Broomfield BROOMFIELD CO 80020
38170 A F 5605 EAST 56TH AVE Commerce Ciry ADAMS CO 80022
38180 A F 1200 W ALAMEDA AVE Denver DENVER CO 90223
38226 A F 8790 INDIANA ST Arvada JEFFERSON CO 80005
38234 A 6385 PROMENADE PKWY Castle Rock DOUGLAS CO 60108
38330 A F 7285 W 119TH PLACE Broomfield BROOMFIELD CO 80020
38351 8 F 15200 E 120TH AVE Commerce City ADAMS CO 80022
38357 A F 4908 N HAVANA ST Denver DENVER CO 80239
38361 A F 18449 E 65TH AVE Denver DENVER CO 80249
38364 A F 3800 TOWER RD Aurora ADAMS CO 80011
38372 A F 7939 SILICON HEIGHTS Colorado Springs EL PASO CO 80922
38390 A F 599 S AIRPORT BLVD Aurora ARAPAHOE CO 80017
38485 A F 22500 E 168TH AVE Lochbuie ADAMS CO 80603
38633 A f 1120 NEWPORT ROAD Colorado Springs EL PASO CO 80916
38638 A F 3500 HWY 52 Frederick WELD CO 80516
38643 6 F 3572 BLUE HORIZON VIEW DR Colorado Springs EL PASO CO 80924
38651 A F 100 E 9TH AVE Denver DENVER CO 80203
38667 B F 7500 S PIERCE ST Liltleton JEFFERSON CO 80128
38668 A F 5670 BARNES RD Colorado Springs EL PASO CO 80917
38725 A F 11250 HURON ST Northglenn ADAMS CO 80234
38758 A F 905 E 144TH AVE Thomton ADAMS CO 80241
38159 A F 6482 N ACADEMY BLVD Colorado Springs EL PASO CO 80918
38785 A F 9995 W COLFAX AVE Lakewood JEFFERSON CO 80215
3bb�1 A f 1111 MOUNTAIN AV� Derthoud LARIM�R CO 90913
38981 A F 5586 N GARFIELD AVE Loveland LARIMER CO 80538
39033 A F 120 BLUE RIVER PKWY Silverthome SUMMIT CO 80498
39034 A F 4601 S SANTA FE DR Englewood ARAPAHOE CO 80110
39062 B F 3190 WEST 38TH AVE. Denver DENVER CO 80211
39067 A F 12358 S PARKER RD Parker DOUGLAS CO 80134
39075 B F 4695 W 20TH ST Greeley WELD CO 80834
39077 J C 1401 9TH ST Greeley WELD CO 80631
39078 C F 1100 BROAD ST Milliken WELD CO 80543
39079 B F 200 N TAFT HILL RD Fort Collins LARIMER CO 80521
39081 C F 629 MAIN ST Windsor WELD CO 80550
39082 J C 1509 E EISENHOWER BLVD Loveland LARIMER CO 80537
39096 A F 1255 INTERQUEST PKWY Colorado Springs EL PASO CO 80921
39160 A F 1540 LAKE GULCH RD Castle Rock DOUGLAS CO 80104
3 1 A f 221 S 8TH STREET Colorado Springs EL PASO CO 809051630
39211 A F 810 WILCOX ST Castle Rock DOUGLAS CO 80104
39215 A F 1504 COLORADO BOULEVARD Denver DENVER CO 80220
39261 B F 5490 WADSWORTH BYPASS Arvada JEFFERSON CO 800023734
39274 B F 495 SHERIDAN BLVD Lakewood JEFFERSON CO 80226
39296 D F 8820 N COLORADO BLVD Thomton ADAMS CO 80229
39317 A f 3520 TOWN CENTER DR Highlands Ranch DOUGLAS CO 80129
39421 A F 9301 S PARKER ROAD Parker DOUGLAS CO 80134
39451 A F 4301 STATE HWY 66 Mead WELD CO 80542
39501 B F 10815 W JEWEL AVE Lakewood JEFFERSON CO 802324851
39504 B F 4351 S TAMARAC PKWY Denver DENVER CO 80237
39510 J C 3914 STATE HWY 119 Longmont WELD CO 80504
39519 B F 7486 WESTGATE DR Windsw LARIMER CO 80528
39528 B F 16310 E �UINCY AVENUE Aurora ARAPAHOE CO 80015
39532 A F 15550 E BRONCOS PKWY Englewood ARAPAHOE CO 80112
39543 A F 1901 N ACADEMY BLVD Colorado Springs EL PASO CO 80909
39591 J C 9355 E DRY CREEK RD Centennial ARAPAHOE CO 80112
39622 B F 15296 E HAMPDEN AVE Aurora ARAPAHOE CO 80014
39641 A F 4700 BASELINE RD Boulder BOULDER CO 80303
39729 A � 2299 3OUTM MAVANA ST Aurora ADAMS CO 00014
39730 A F 1110 S PIERCE ST Lakewood JEFFERSON CO 80232
39731 A F 9100 W KEN CARYL AVE Littleton JEFFERSON CO 80128
39732 A F 13690 E ALAMEDA AVE Aurora ARAPAHOE CO 80012
39733 A F 9010 PARK MEADOWS DR Littleton DOUGLAS CO 80124
39738 A F 1285 W BASELINE RD Lafayette BOULDER CO 80026
39739 A F 80 PLUM CREEK PKWY Castle Rock DOUGLAS CO 80104
39741 A F 7610 N DEBBIE LN Castle Rock DOUGLAS CO 80108
39742 A F 4175 W 120TH AVE Broomfeld BROOMFIELD CO 80020
39743 A F 3650 HIGHLANDS RANCH PKWY Littleton DOUGLAS CO 80126
39746 A F 8076 BLAKELAND DR Liltletan DOUGLAS CO 80125
39752 A F 2271 W 128TH AVE Westminster ADAMS CO 802341307
39753 A F 7190 SIMMS ST Arvada JEFFERSON CO 80004
39767 B F 290 S PIERCE ST Lakewood JEFFERSON CO 80226
F 12085 E COLFAX AVE Aurora ARAPAHOE CO 80010
39773 J C 3083 BRIGHTON BLVD Denver DENVER CO 80216
39774 J C 9590 FEDERAL BLVD Federal HeigMs ADAMS CO 80260
39834 A F 7505 E PARKWAY DR Lone Tree DOUGLAS CO 80124
39847 A F 9171 E ARAPAHOE RD Greenwood Village ARAPAHOE CO 80112
39848 A F 3550 DOWNING ST Denver DENVER CO 80205
39849 A F 3490 PARK AVE WEST Denver DENVER CO 80216
39853 A F 180 STEPHENS WAY S�verthome SUMMIT CO 80498
39859 J C 7260 EAST 36TH AVE Denver DENVER CO 80238
41130 H C 2501 11THAVE Greeley WELD CO 80631
41224 A F 706 E EISENHOWER BLVD Loveland LARIMER CO 80537
41243 A F 1400 2ND ST Fort Lupton WELD CO 80621
41257 H C 402 VASQUEZ BLVD Platteville WELD CO 80651
41334 A F 3529 W 4TH ST Greeley WELD CO 80634
41337 A F 501 S FEDERAL BLVD Denver DENVER CO 80219
41348 A F 1360 S 96TH ST Louisville BOULDER CO 80027
41543 A F 16550 KEYSTONE BLVD Parker DOU�LAS CO 80134
41581 A F 2205 E 104TH AVE Northglenn ADAMS CO 80233
41743 H C 641 14TH ST Fort Lupton WELD CO 80621
41861 A F 7530 VILLAGE SQUARE DR Castle Pines DOUGLAS CO a010E
41865 H C 1110 S WADSWORTH BLVD Lakewood JEFFERSON CO 80232
41867 A F 3334 ARAPAHOE RD Erie BOULDER CO 80516
41877 A F 105 S 2ND ST La Salle WELD CO 80645
41990 H C 125 E 29TH ST Loveland LARIMER CO 80538
41996 H C 52 W 84TH AVE Thomtan ADAMS CO 80260
42018 A F 200 N GUN CLUB RD Aurora ARAPAHOE CO 80018
42055 A F 22996 E SMOKY HILL RD Aurora ARAPAHOE CO 80016
42149 H C 11601 W 64TH AVE Arvada JEFFERSON CO 80004
42178 A F 12180 SUCER00 DR Parker DOUGLAS CO 80134
42210 H C 5995 W 44TH AVE Lakeside JEFFERSON CO 80212
42279 H C 245 MARKET ST. Keenesburg WELD CO 80643
42319 A F 4880 FEDERAL BLVD Denver ADAMS CO 80221
42599 A F 6445 SOURCE CENTER POINT Colorado Springs EL PASO CO 80923
r �,�
^
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cpo�
June 2, 2025
7-ELEVEN INC
COL4RAD�
Department of l�ev+enue
Specialized Business Group—
Liquor �r Tabacco
Physical Address: Mailing Address:
1707 Cole Boulevard, Suite 300 P.O. Box 17087
Lakewood, CO 80401 Denver, CO 80217-0087
DBA 7-ELEVEN INC
7-ELEVEN LICENSING PO BOX 139044
Dallas, TX 75313
Re: State Master File for 7-ELEVEN INC
Account # 24-1 1 1 1 1-0000
Dear Sir or Madam:
This is to advise you that the Colorado Liquor Enforcement Division ("Division") has, at
your request, revised the "master file" for the above-listed Licensee.
As of the date of this letter, our master file includes the following items which you have
submitted:
1
�a
Individual History Records (Form DR 8404-I) for the following persons:
DEPINTO, JOSEPH M
REYNOLDS,STANLEY
KIRSTEIN, LILLIAN
Fingerprint cards bearing the names and birth dates of the persons listed in
paragraph 1, above. All the fingerprint cards have been submitted by us to the Colorado
Bureau of Investigation. The CBI and FBI have checked the prints and reportedly found
no record of any criminal history for those listed above.
3. Certificate of Authority or a Certificate of Good Corporate standing from the
Colorado Secretary of State, which indicates that 7-ELEVEN INC, is a corporation
authorized to do business in Colorado.
When filing a new application for additional licensed locations, you must check with the
local licensing authority to determine what documents they may require to process your
application. Please feel free to provide them with this letter, as local authorities will not
require you to submit fingerprint cards to them if you have already submitted such
documents to the Division. This letter will serve to inform the local authorities exactly
which documents you have already submitted to the State Liquor Enforcement Division.
Finally, once the local authority has approved your new license or transfer of ownership
application, it must be sent to the Division.
The local authority need not send change of corporate structure information previously
reported to the Division, as listed in and approved by this letter.
The only documents which are needed for a new or transfer of ownership application by
the Division are:
1. The approved application signed by the local authority;
2. The appropriate fees;
3. A copy of this letter;
4. Proof of possession of the premises;
5. A diagram of the licensed premises;
6. Completed form DR 8442, and an Individual History Record (DR-8404-I)
if manager's registration is required.
Sincerely,
;�`�'��G� ��n.�e i �.,�.� � ��
� ��
Michelle Stone-Principato
Division Director
2 DR 4041B (06/14/17)
Leah Flesner
From: LIQLICENSING -, DOR_ <dor_liqlicensing@state.co.us>
Sent: Tuesday, June 24, 2025 3:51 PM
To: Chloe White
Cc: Leah Flesner
Subject: Re: 7-Eleven, Inc., dba 7-Eleven Store 39510H
����. ��> �.NA
This Message Is From an External Sender
This email was sent by someone outside Weld County Govemment. Do not click links or open attachments unless you recbgnize
. the sender and know the content is safe.
Good afternoon,
As I mentioned, we received DR8177 on 11/20/2024 only for 7-ELEVEN INC, Master File (Business,
***STATE only license) #24-11111-0000, not for the individual 7-Eleven accounts.
If you need to update these changes to your local retail license, the licensee needs to submit another
DR8177 with the sqecific retail license number for �our a�proval, not for the master file account
If you still need some follow-up for this, please let me know.
Thank you,
The Licensing Team
Liquor and Tobacco Licensing Department
Colorado Liquor £t Tobacco Enforcement Division
P 303.205.2300 � F 303.866.2428
1707 Cole Boulevard Suite 300, Lak�ewood, CO 80401
DOR_LiqLicensin�C�state.co.us � Liquor/Tobacco Website
ONLINE PAYMENT PORTAL for L1qUOC' �t TObdCCO
Enforcement Emai l: DOR_LEDC state. co. us
Po�;cy un;t: LED_ADMI NACTIONSC state. co. us
x
❑ �
a-:
On Tue, Jun 24, 2025 at 11:50 AM Chloe White <cwhite weld.gov> wrote:
7-Eleven, Inc Suspensions (Last 3 years - Colorado Only)
ST�ORE CI1Y � TYPE DA7E
7 days suspension, 4 days held in abeyance for one
i year, 3 days served with fine in lieu of active
23888B Colorado Springs Sale to Minor 03/01/21 suspension ($500)
7 days suspension, 4 days held in abeyance for one
year, 3 days served with fine in lieu of active
22846B Colorado Springs Sale to Minor 03/01/21 suspension ($500)
7 days suspension, 4 days held in abeyance for one
year, 3 days served with fine in lieu of active
24398A Colorado Springs Sale to Minor 03/01/21 suspension ($500)
14 days suspension, 10 days held in abeyance for
one year, 4 days served with fine in lieu of active
23664B Denver Sale to Minor 03/0l/21 suspension ($200)
7 days suspension, 4 days held in abeyance for one
year, 3 ciays served with fine in lieu of active
13111 Pueblo Sale to Minor 03/18/21 suspension ($500)
I 14 days suspension, 10 days held in abeyance for
one year, 4 days served wth fne in lieu of active
34705C Denver Sale to Minor 03/2b/21 suspension ($200)
7 days suspcnsion, 4 days hcld in abcyancc for onc
39339A Coloralo Springs Sale to Minor 0S/0U2l ycar, 3 days scrved .
20 days suspenson, 8 days held in abeyance for one
ear, 12 days served
15 days suspension, 8 days held in abeyance for one
year, 7 days + 5 days previous abeyance days (12
22562A Colordao Springs ISale to Minor 06/01/21 days total) served.
; 7 days supension, 4 days held in abeyance for one
� year, 3 days served with fine in lieu of active
3921 lA Castle Rock Sale to Minor 07/01/21 suspension ($500).
14 days suspension, 7 days held in abeyance for one
39339A Colorado Springs Sale to Minor 07/01/21 year, 7 days served.
i 15 days suspension, 10 days held in abeyance for
one year, 5 days served with fine in lieu of active
25290C Fort Collins Sale to Minor 08/01/21 suspension ($500).
14 days suspension, 10 days held in abeyance for
one year, 4 days served with fine in lieu of active
27067B Denver Sale to Minor 08/27/21 suspension.
15 days suspension, 10 days held in abeyance for
Conduct of Establishment one year, 5 days served with fine in lieu of active
35506B Fort Gllins (A) Orderliness 08/28/21 suspension ($500).
30 days suspension„ 20 days held in abeyance for
one year, 10 days served with fine in lieu of active
25290C Fort Gllins Salc to Minor 09/01/21 suspension ($500).
7 days suspension, 4 days held in abeyance for one
year, 3 days served with fine in lieu of active
26788D Colorado Springs Sale to Minor 09/01/21 suspension ($500)
7 days suspension, 4 days held in abeyance for one
year, 3 days served with fine in lieu of active
34238A Johnst�wn Sale to Minor 09/01/21 suspension ($500)
5 days suspension, 5 days held in abeyance for one
13082B Colorado S rin s Sale to Minor 09/16/2l year, 0 days served.
Excel #167539 1 2/13/2025
7-Eleven, Inc. Suspensions (Last 3 years - Colorado O�ly)
STORE QTY NTY TYPE DA'TE D Pli
7 days suspension, 4 days held in abeyance for one
I year, 3 days served by fine in lieu of active
17211 A Glenwood Springs � Sale to Minor 09/17/21 suspension.
08!27121 30 days suspension, 20 days held in abeyance for
23867A Denver I! Sale to Minor 09'24/2l one year, l0 days served.
'� 14 days suspension, 10 days held in abeyance for
one year, 4 days served by fine in lieu of active
35976B Denver I!Sale to Minor 09/24/21 suspension .
—�— --
'� 7 days suspension, 4 days held in abeyance for one
' year, 3 days served by fine in lieu of active
20343B Colorado Springs Sale to Minor 10/01/21 suspension.
I 7 days suspension, 4 days held in abeyance for one
' year, 3 days served by fine in lieu of active
32159C Coloralo Springs S, ale to Minor 10/O1/2l suspension.
-� 15 days of suspension, 10 days held in abeyance for
, onc ycar, 5 days scrvcd by finc in licu of activc
13171 A Fort ColFins Sale to Minor 10/Ol/21 suspension.
7 days suspension, 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
34035A Parker Sale to Minor 11/OU21 suspension.
5 days suspension, 5 days held in abeyance for a
13082B Colora�o Springs ��Sale to Minor I 1/01�21 year, 0 days served.
15 days of suspension, 10 days held in abeyance for
one year, 5 days served by fine in lieu of active
35506B Fort Collins Conduct of Establishment I 1/Ol/21 suspension.
Failure to renew liquor 15 days of suspension, 10 days held in abeyance for
; license within 45 days pnor one year, 5 days served by fine in lieu of active
26927B Fort Collins �t, o cxpiration datc _ 02/18/22 suspcnsion.
� 7 days suspension, 4 days held in abeyance for one
' year, 3 days served by fine in lieu of active
34209B Avon � Sale to a Minor 02/27/22 suspension.
Failure to renew liquor 15 days of suspension, 10 days held in abeyance for
license within 45 days prior one year, 5 days served by fine in lieu of active
20104A Fort C�llins to expiration date 03/16/22 suspension.
Failure to renew liquor 15 days of suspension, 10 days held in abeyance for
�' license within 45 days prior one year, 5 days served by fine in lieu of active
26933 Fort C�llins to expiration date 04/21/22 suspension.
65 days suspension, 20 days closure, 45 days of
23867A Denver Sale to a Minor 0�4/22/22 closure held in abeyance for a year.
7 days suspension, 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
38361A Denver Sale to a Minor 06/01/22 suspension.
65 days suspension, 20 days closure, 45 days of
27067B Denver i Sale to a Minor 07/06/22 closure held in abeyance for a year.
7 days suspension, 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
37278A Monument Sale to a Minor 08/01/22 suspension.
7 days suspension, 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
34675B Aurora Salc to a Minor 09/01/22 suspension.
Excel #167539 2 2/13/2025
7-Eleven, Inc. Suspensions (Last 3 years - Colorado Only)
S'T'ORE ', QTY ' TYPE DATE D
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
37141C Denv�er Sale to a Minor 10/04/22 suspension ($500).
7 days suspension, 4 days held in abeyance for one
35600A Colorado Springs Sale to a Minor 12/01/22 year, 3 days served.
7 days suspension, 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
36714B Colorado Springs Sale to a Minor 12/01/22 suspension.
j 7 days suspension, 4 days held in abeyance for one
� year, 3 days served by fine in lieu of active
39731A Littletm Sale to a Minor 12/01/22 suspension.
7 days suspension, 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
15403B Federal Heights Sale to a Minor 01/01/23 suspension.
i 7 days suspension, 4 days held in abeyance for one
ycar, 3 days scrvcd by finc in licu of activc
23R11J Pueblo Sale to a Minor 0l/01/23 suspension.
7 days suspension, 4 days held in abeyance for one
' year, 3 days served by fine in lieu of active
3571B Brighton Sale to a Minor 01/01/23 suspension.
� 7 days suspension, 4 days held in abeyance for one
year, 3 ciays served by fine in lieu of active
39421A Parker ISale to a Minor 0l/01/23 suspension.
� 7 days suspension, 4 days held in abeyance for one
�, year, 3 days served by fine in lieu of active
13171 A Fort Cellins �, Sale to Minor 03/01/23 suspension.
7 days suspcnsion, 4 days held in abcyancc for onc
year, 3 days served by fine in lieu of active
37220B Thorntnn Sale to Minor 04/0l/23 suspension.
7 day suspension; 4 days held in abeyance for one
Failed to operate an orderly year, 3 days served by fine in lieu of active
38364A Aurora I',establishment. 01/06/23 suspension ($500).
4 day suspension, 10 days held in abeyance for once
32810B Denver Sale to Minor 02/10/23 year.
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
25902 Colorado Springs Sale to Minor 0S/01/23 suspension.
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
23546B Colorado Springs Sale to Minor 07/01/23 suspcnsion ($500).
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
24460B Securiry Sale to Minor 07/01/23 suspension ($500).
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
26683 Colorado Springs Sale to Minor 08/01/23 suspension ($500).
! 14 day suspension, 7 days held in abeyance for one
I yeaz, 7 days served by fine in lieu of active
suspension ($500), 4 days held in abeyance from
36714B Colorado S rin s Sale to Minor, Second 08/01/23 crvious violation im osed.
Excel #167539 3 2/13/2025
7-Eleven, Inc. 9uspensions (Last 3 years - Colorado Only)
STORE OUNTY TYPE DAtE D NARY '
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
37141C Denv�er jSale to Minor 08/01/23 suspension ($500).
7 day suspension; 3 days held in abeyance for one
� year, 4 days served by fine in lieu of active
23418B Aurora �Sale to Minor 09/08/23 suspension ($500).
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
38226A Arvada Sale to Minor 10/01/23 suspension ($500).
7 day suspension; 4 days held in abeyance for one
' year, 3 days served by fine in lieu of active
39853 Silverthorne Sale to Minor 10/01/23 suspension ($500).
, 7 day suspension; 4 days held in abeyance for one
' year, 3 days served by fine in lieu of active
39067A Parker Salc to Minor ]0/01/23 suspension ($500).
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
38226A Arvada ISale to Minor 11/01/23 suspension ($500).
7 day suspension; 4 days held in abeyance for one
! year, 3 days served by fine in lieu of active
39583 Silvc�-thorne � Sale to Minor 11 /0 1/23 suspension ($500).
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
35622H Greenwoo Village Sale to Minor 01/0l/24 suspension ($500).
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
17299J Laketiwod I Sale to Minor 02/01/2�l suspension ($500)
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
34442K Denver Sale to Minor 0S/10/24 suspension ($500)
7 day suspension; 4 days held in abeyance for one
year, 3 days sen�ed by fine in lieu of active
22358A Denver Sale to Minor 0S/10/24 suspension ($500).
7 day suspension; 4 days held in abeyance for one
year, 3 days served by fine in lieu of active
38130A ColoradD Springs Sale to Minor 0S/07/24 suspension ($500).
7 day suspension; 4 days held in abeyance for one
year, 3 days ser��ed by fine in lieu of active
21938A Denver Sale to Minor 03/27/24 suspension ($500).
7 day suspension; 4 days held in abeyance for one
i year, 3 days served by fine in lieu of active
32747C Coloradro Springs � Sale to Minor 02/28/24 suspension ($500).
� 7 day suspension; 4 days held in abeyance for one
' year, 3 days served by fine in lieu of active
35668A Denva � Sale to Minor 07/19/24 suspension ($500).
08'27/2l 30 days suspension, 20 days held in abeyance for
23867A Denva Sale to Minor 09�24!2l one year, 10 days served.
41743H Fort Lu ton Sale to Minor 10/18/24 Pending
Excel #167539 4 2/13/2025
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,
7-ELEVEN, INC.
is an entity formed or registered under the law of T�Xa� 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 19871057047 .
T'his certificate reflects facts established or disclosed �y documents delivered to this office on
paper through 05/30/2025 that have been posted, and by documents delivered to this office
electronically through 06/03/2025 @ 08:40:41 .
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 06/03/2025 �u 08:40:41 in accordance with applicable law.
This certificate is assigned Confirmation Number 17361868 .
Secre:ary ot� titate ol the State uf Colorudo
*�*:asse:ssa***s*s***sssss**:s*****ssr*►**:s*End ofCertificate+**sa*as��*s�*******s::*�*ss**+**s�s*�s3�*s*
Nntice: A cartifcate issued electronica!/y /rom the Coloradn Secretan' c( State's �rehsire is (uRl' and immediately valid and e/j'ective.
Hnwever, a.� an option, the issuance and va(idiry of a ceni�cate ohtained electronica!!y may be established by visiling the Validate a
Cerli�cate page of the Secretary nj Srate's websire. ht�p.e '„ n ir rnl�,r�relns,,c.,tnr hi= ('rrnlrairr.Sewrh( rirrria dn entering the certi�cate's
corfrmation number disp(aved on the certiJicate, and jo!lowing the iiutructions displayed. Co��frminA the issuance o�a certi�cate is
merefy optiona! and u not necessary �o the va[id and e�ective issuunce oj a certi/icate. For more injormation, visit our website,
lu�ps:, �nnr.colarudusuc.�or click "'Businesses, lrademarks. lrade numes"rmd select "'Freyuent/v Asked Questions. "
PREPARED BY AND WHEN
RECORDED MAIL TO:
?-Eleven, Inc.
Atm: Legal DepaR.
3200 Hackberry Road
Irving, Texas 75063
[ OO2 — 2`i �l U`-13C�2 —Z t
SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY
New Stare No. 39510
Original Store No. 714
3914 State Highway 119
Longmont, Co�orado 80504
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
AND MEMORANDUM OF LEASE
This Assignmenl and Assumption oj Lease Agreement and Mernorandum oj Lease
("Assi¢nmeut") is made and entered into this 23 day of March , 2020 (the "Effective
Da e"), by and among CARPCO, LLC, an Iowa lunited liability company ("AssiQnor'°), snd
7-ELEVEN, INC., a Texas corporation ("Assienee").
WFiEREAS, Assignor, as seller, and Assignee, as buyer, are parties to that certain Asset
Purchase Agreemeat, dated January 31, 2020 (as the same may be modified from time to time, the
"Goatract"), providing, among other things, for the sale by Assi�or and the purchase by Assignee of
Assignor's leasehold interest in that certain propeny ]eased by Assignor and owned in fee by Burger
Avenue Investments, LLP, a Cotorado registered limitad liabilit}+ partnership ("Lsndiord"), at 3914
State Highway 119, Longmont, Colorado 80504, as deseribed oa Exhiblt A attached hereto and made
a part hereof (the " r e"), pursuant to (i) that certain Ground Lease dated February 1 S, 2011 by
and betweea Landlord, as landlord, and J.D. Carpenter Companies, Inc., an Iowa corporation
("OriQlnal TenanY'), as tenant; (ii) as modified by that certain Notice of First Extension oj
Enritle»�nts Period and Amendment to Lease dated A�gust l 1, 2011 by and betwcen Landlord and
Teaant; (iii) as m�ed by that cectain Notice oJSecond Extension ojEntitlements Period and Second
Amendment to Lease dated September 1 S, 2011 by and between Landlord and Tenant; (iv) as modified
by ihat certain Notiee of Third Extension of Entitlements Period dated October 13, 2011 by and
between Landlord and Tenent; (v) as amended by that certain Fourth Aniendment to Lease datod
December 16, 2011 by and between Landlord and Tenant; and (vi) as assigned by that certain
Assignraent of Ground Lecrse dated February 24, 2012 fmm Original Tenant, as assignor, to Landlord,
as assignee (collectively, the "Lesse"). The Lease is evidenced by the recording of that certain
Mesnorandum of Lease dated January 24, 2012, recorded December 27, 2012 as Document Number
3898902 with the Clerk and Recorder of Weld County, Colorado (the "Memorandum of Lease"); and
624Q5345v.2
WHEREAS, the Contract provides for Assignor to assign to Assignee, and for Assignee to
accept assignment from Assignor, of all of Assignor's right, tide and interest in and to the Lease and
the Memorandum of Lease; and
WHEREAS, pursuant to the Contract, Assignor is required to execute and deliver to Assignee
this Assignment; and
WHEREAS, Assignor represents and warrants that it has the full power and authority to enter
itto this Assignment.
NOW, TTiEREFORE, in consideration of these promises, the mutual covenants and conditions
contained herein, and in the Contract, and other good and valuable consideration, t6e receipt and
sufficiency of which are hereby aclmowledged, the parties agree as follows:
1. Recitals. The foregoing recitals aze true and correct in all material respects and are
incorporated herein by reference.
2. Cakitali2ed Terms. Any capitalized terms used but not defined in this Assignment shall
have d�e meanings ascribed to such terms in the Contract.
3. Assi¢nment of Lease. Assignor hereby grants, conveys, sells, assigns, transfers,
bargains and delivers imto Assignee, and its successors and assigns, all right, title aeid interest of
Assignor as tenant under the Lease TO HAVE AND TO HOLD all right, title and interest of Assignor
under the Lease unto Assignee and its successors and assigns forever.
4. Assumotion of I.ease. Assignee hereby accepts delivery of Assignor's interest in the
Lease, and expressly agrees that from and aRer the Effe+ctive Date, Assignee will assume and faithfulEy
perform all obtigations and covenants to be performed by tenant under the I,ease. Assignor expressly
agrees to remain liable for any and all obligations and covenants to be performed by tenant under the
Lease prior to the Ef%ctive Date.
5. Assienment of Memorandum of Lease. Assignor hereby assigns to Assignee all of its
rights and obligat�ons as tenant under the Memorandum of Lease.
6. Effective Date. This Assignment shall be effective on the Effective Date.
7. Goveming Law. This Assignment stsall be construed, performed and enforced in
aocordance with the Iaws of the State of Colorado.
8• Conflict and Inconsistencv. To the extait any conflict or inconsistency aasts between
the provisioas of tlus Assignment and the Contract, the terms of the Coniract shall prevail.
9. Counter�arts. This Assignment may be executed in one or more counterparts which
shell collectively be deemed an original, but all of which shal! constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto kave executed this Assignment d%ctive as of
the Effective Date.
[THE REM,4I]VDER OF THIS PAGE INTENTIONALLYLEFT BLANK
SIGNATURE PRGES TO FOLLOWJ
62ms�as�.2
[SIGNATURE AND ACKNOWLEDGMENT PAGE OF ASSIGNOR TO ASSIGNMENTJ
WITNESS the following signatures.
CARP+CO, LLC, an Iowa limited liability
company
� �
J. David Ca ter Iil, Sole Man r
ACKNOWLEDGbIENT
STATE OF T ��,
co�urrrY oF Q� lk
This instrument was acknowledged before me on �p,,� G� �, 2020, by J. David
Carpenter III, as Sole Msnager of CARPCO, LLC, an Iowa limited liabiliry company.
�. �
s RIaIAR� A. MALM 1—�--""_' :. ��:
� O�°r"y"'�'"N""�"� N TARY PUBL
• No,�.e.r� �
' MyCommissionexpires: 1•>a J.Zb u��
���� ---,
62405345v.2
62657319v.2
(5IGNATURE AND ACKNOWLEDGMENT PAGE OF ASSIGNEE TO ASSIGNMENTJ
WITNESS the following signatures.
7-ELEVEN, INC., a Texas corporation
Attest:
1
, � --
,� • ; �
By� r'•�i � .«..� �i � � � ! �. �t �1
Robin D. Bryant, , �� "'-- �
Name: Name: �8f1 C.1NIIi���il'h�� . �� �
Title: Aasistant secratary Vice President ••� • �
Tide: •
.�
•�it�'
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned, a Notary Public in and for the aforesaid County and State, on
th'ss day personally appeared 18n C. Willi{8�1S and Robin D. Bryant a(an)
Yce President and a(an)AScictant Sectet� , respecdvety, of 7-ELEVEN, 1NC.,�a Texas
corporation, known to me to be the persons whose names are subscribed to the foregoing instrument,
aad aclmowledged to me that the same was the act of the corporation and that they each executed the
same as the act of such corporation for the pwposes therein expressed and in the capacities therein
stated.
�GIVEN LJIYDER MY HAND AND SEAL OF OFFICE this i�� day of
L/�l 2020.
/
Signature:
(seal) ' �'�
�� •.` :.. '�• :! Typed or printed name: Vctona Baa�
? ,
1 , .� ' _. ,� ' � My commission expires: !C�" /�� �/
t � . �. - , .. . _ ,.
62405345v.2
Exhibit A
Dcscription of Property
'Iiie real property referred to herein is situated in the Counry of Weld, State of Colorado, and is
described as follows:
Parccl I:
A Vxt of land siluate in the NE 1/4 of the NE 1/4 of Section 10, Township 2 North, Range 68 West of
the 6th P.M., Weld County, Colorado, described as follows:
Beginning at the NE corner of said Section 10, thence South 89°31' West 450 feet aloag the North line
of the NEI/4 of said Section 10, thence South 30 feet to the South right-of-way line of Highway No.
l 19 (formerly Imown as Highway No. 25), the True Point of Beginning;
thence South 89°31' West 65 feet along said South right-ad=way line of said Highway;
thence South 45°0S' West 234.1 feet along ihe easterly side of an imgation ditch;
thence South 49°35' East 303.0 feet;
thence NoRh 362.7 feet more or less to the True Point of Beginning;
EXCEPT that parcel in Rule and Order recorded January 19, L 995 at Reception No. 2423540, County
of Weld, State of Colorado;
and further EXCEPT that portion conveyed by deed re�orded January 15, 1971 at Reception No.
1560570.
Parcel II:
That �act of land located in the NE U4 of Section 10, Township 2 North, Range 68 West of the 6th
P.M., Weld County, Colorado, being more particalarly described as follows:
Commencing at the NE comer of said Section 10;
thence along the North line of said NE1/4 South 89°31'00" West 450.00 feet whence the North 1/4
corner thereof bears S89°31'00" West 2191.17 feet;
thence S00°00'00" East 392.20 feet to the Northeast corner of that tract of land knovm as Parcel 1 as
described by Deed recocded at Reception #01932647 of Weld County Records and the Point of
Beginning;
theace South 90°00'00" West 195.00 feet;
thence North 00°00'00" West 166.02 f'eet to a point on the northeasterly line of that tract of land known
as Pancel 2 as described by Deed recorded at Reception #01932647 of Weld County Recads;
thence along said northeasterly line South 49°35'20" East 256.10 feet to the Point of Beginning, County
of Weld, State of Colorado.
6xaos3as�.i
Property #714
7-Eleven Store #39510
39t4 State Highway ll9
Longmont, CO
GENERAL ASSIGNMENT
AND BILL OF SALE
THIS GENERAL ASSiGNMENT AND BILL OF SALE ("Assi nmenP'), by and between JKDE,
INC., a lowa corporation (the "Assisnor"), and 7-ELEVEN, ING, a 1"exas corporation ("Assi nee"), is
made and entered into effective as of 23�d day of March , 2020.
Recitals
Assignor and Assignee have heretofore entered into an Asset Purchase Agreement dated as of
Jan�ary 3l, 2020 (the " reement"), providing, among other things, for the sale by Assignor and the
purohase by Assignee of certain asseu owned and held by Assignor in connection with Assignor's
ownership and operation of a convenience store and motor fuels dispensing facility located at 3914 State
Highway I 19, Longmont, Colorado (the "Premises").
Pursuant to the Agreement, Assignor and Assignee are required to execute and deliver ihis
Assignment in connection with the consummation of the transaction contemplated by the Agreement.
Any capitalized term used but not defined in this Assignment shall have the meaning ascribed to
such term in the Agreement.
NOW, THEREFORE, in consideration of these premises, the mutual covenants and agreements
contained herein and in the Agreement, and other good and valuable consideration, the receipt and
sufficiency of all of which are hereby acknowledged, Assignor makes the conveyances and assignments,
and Assignee makes the assumptions, and Assignor and Assignee covenant and agree as set forth in the
following provisions of this Assignment, to-wit:
1. Convevance and Assi¢nment of Assets. By this Assignment, Assignor has granted,
conveyed, sold, assigned, transferred, bargained and delivered, and hereby grants, conveys, sells, assigns,
transfers, bargains and delivers, unto Assignee and its successors and assigns, all right, title and interest in
and to the Assets, consisting of, without limitation, (i) Store Equipment, (ii) Merchandise Inventory, (iii)
Motor Fuels Inventory, (iv) Supplies, (v) Fixtures, (vi) Goodwill, (vii) Existing Permits, (viii) Motor Fuels
Equipment (as described on Exhibit A attached hereto), and (ix) other personal property relating to the
operation of the Store Business located on the Premises, excluding the Excluded Assets (such assets being
transferred, collectively, the "Subject Assets").
TO HAVE AND TO HOLD the Subject Assets granted, conveyed, sold, assigned,
transferred, bargained and delivered pursuant to the preceding provisions of this paragraph 1 to Assignee
and its successors and assigns forever free and clear of all liens, interests and encumbrances.
2. Governin� THfS ASSIGNMENT SHALL BE CONSTRUED, PERFORMED AND
ENFORCED lN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE PROPERTY IS
LOCATED WITHOUT REGARD TO PRINCIPLES OF UONFLICTS OF LAWS.
3. Conflict and Inconsistencv. To the extent any conflict or inconsistency exisis between the
provisiom of this Assignment and the Agreement, the provisions of the Agreement shall cortitrol. This
Assignment shall not alter or diminish either party's obligations under the Agreement, including but not
timiled to, indemnification obligations.
�zbe%o�� i
4. Counteroans. This Assignment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same instrument.
EXECUTED as of the day and year first above written.
ASSIGNOR:
JKDE, INC., an Iowa corporation
By. �A�4� �,AYrl,In,{t.Y'
Name: J. David Carpenter 1[[
Its: President
ASSIGNEE:
Attest: 7-ELEVEN, INC., a Texas corporation
gY � I'✓j^ g�,: �-�
Keneisha M. Miller T�iame: Ian Williams
Assistant Secretary Its: Vice President
712/3�528
62 6 9 915 0 7v. I
Property #714
7-Eleven Store #39510
3914 State Highway 1(9
Longmont, CO
EXHIBIT A
Motor Fuels Ec�uipment
Tank Number 1 2
20,000
Capacity 20.000 (8.000/12,000
s lit
Substance Stared Gac G�` Diesel
Instailatian Dete 4/1�2012 4/1/2012
Construction Fiberglass Fiberglass
Singk a Double Wall p�bie Double
Tank
Cathodic Protection Na No
Elecva»ic Tank Gauge TLS 350 TLS 350
M�ufaaurer Yeeder Rnot Veeder Roa
lnterstitial Monitor Yes Yes
Containnxnt Sump Yes Yes
Sump Sensor Yes Yes
Alarm or $6ut ofl' Ya Yes
Overfill Type Auto shutoff Auto shuroff
Stage I Vapor Recovery Yes Yes
Stage 2 Vapar Recovery n/a Na
Stage 2 System Type n/a n/a
Subnxnibk Pur►� unknown unlmown
Leak Detector Electronic Elxvonic
Product Pipe Flex Flex
Double wall Yes Yes
r��1�z1��
ASSIGNMLNT Ol�' GROUND LLASE
TfDS A33ItiNA�1T OF GROUND LEA� (this "Assi�t"j, dabed aa of the
��iy„ day of Febna�y. 2012, is msde by aad b�ween J.D. C.ARPENTER OOMPAMES,
INC., an Iowa oorpo�ation ("Assigno�'), and CARPCO, L.L.C.. aa Iowa l�it�ed lia�ity
comPmY ("Aasigoce'�•
�%
A. Su�ger AveaUe Inv�►eat�, LLP, a Coloiado regisberad limited liability
P�'��P+ es tHe "I,andloid," aad Assigaar, as the "Tenant," ue partiea io a certain C�und
I.ease datod as of FebQuety I5, 2011, sa sabaeque�tly ameuded, demising cerlam cea! propaty
Iocatod in uninoaporated We1d Couuty, Colorado, havi� sn addcess of Z914 Colotado
Highway 119. Long�o�ont� Colorado (the "Lease").
B. Assignor end Assignee are affiliates of one a�d�er, in that they ei+� cam�olled by
common majorily owneiehip intecests. Aseignor bas � to assigu the Lease to Assignee,
ead Aaaignee hes d�roetmined to accept such a�sigament.
NOW, 'IT�REFORE, ia conslderation of the above p�mi�es, and the mutual cov�nts
and agreem�ts sd foith haein, tbe gartias egrae aa folows:
1. Assignor heieb3' �Bns the T.ea9e and all of tl� Assigaor's right, titk and in�sst
then�der to the Aastgeee, cfliective as af the coman��mt da6e of tbe oerm of the Leaae,
which is Janasry 24, 2012 Assigaea heraby ecapfs t�e assigoment of the I.eaae �d Asaig�ma's
right, title snd iaoete�t thazvnder� ag�ees with ead fnr Assignor and I.endla�d �o be bound by sll
tha taams aad provisioa4 of tho Lease, a� 6ec+eby assumes for the bemefit of Assi�gnac ead
Laadlaed all obli�ia�ss and daries of tbe Tcnant � the I.ease ��vm aad aRer �e
date of this Aaaignmmt Assigaoc acl�wledges for the benefit of Lmdlor�d that Aas�nor will
remasa liable fa the obligatiams of the Tenaat uoder tu I.ease unless and �m�il tl�re is a besis
for Assignor's idea� ft+om liability under ffie te�s of Sedion 16(a) of tl�e Leasa.
2. This Assigcment ahall be bindiag apon aad imare to the benafit of Assignor and
Assigoee aad �ir ra�pectiva �cceuars and assigns. 'Ibis Assigm�ent she11 be goveened by sad
consh�od in axardancx with tlu laws of the State of mlorado� withart referonc,e to ita ohoice of
laws pdnciples.
I�p�olPeB� ���� ���1
�
IN W1INESS �VHERF.OF, Aasignor and Assigaee have mada thia A�i�ommt of
(tiround I.easc effective as of dx dty, month and year fust above wdtten.
A33IGNOR
J.D. CAI�'EIV'fE[t COMPANIFS, INC.,
ea Iowe aorporation
By, � .--'i G''
Dave Cat�n , Presldent
A33YGNEE:
CARP(.`O� L.L.C.,
an Iowa 1"mutied liabilit�' c�mpan7
r-,
By
nm c� , r�ia�nc
�
�g09eZ Pay�s: 1 of S
1 t2i�/no'ir:.leiKpk w�na n•�edpi:,�3�:'e �cs�}r+�tv��� Co
���i����i��n������1� nl���l��r�n����1� ����
MEMORANDUM LEASE
THIS MEMORANDUM LEASE (this "Memorandum") is made as of the 24th day of
January, 2012, by and between BURGER AVENUE INVESTMENTS, LLP, a Colorado
rcgi�eied limited liability partnership ("Landlord"), and CARPCO, L.L.C., an Iowa limited
liability companY ("TenanP').
RECITALS:
A. Pursuant to that certain Ground Lease dated as of February 15, 2011, and made
between Landlord and Tenant's predecessor in interest and assignor, J.D. Caipenter Companies,
Inc., an lowa corporation (ihe "Original Tenant'7, as subsequently amendcd between Landlord
and Ori�nal Tenant (the "Lease"), Landlord has leased to Tenant ar►d Tenant has leased from
Landlord certain real property in the County of Weld, State of Colorado, that is Icgally described
on Exhibit A attached hereto and inoorporated heran by this reference (the "Demised
Premises").
B. Landlord and Tenant have mutually de�ermined to enter into and record this
Memoranducn in order to establish recond evidence and provido reoord notice of the Tenant's
leasehold interests in the Demised Premises and other ri�ts and interests under the Lease.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
in the Lease and in this Metnorandum, the receipt and sufticiency of which are hereby
acknowledged, the parties hereto agree as follows:
l. Demise. Landlord has demised and leased and hereby demises and leases the
Deaused Pnemises to the Tenant, and the Tenant has accepted and dces hereby accept such
demise and lease, to have and to hold for the Term (as defined below) upon all the terms and
conditions set forth in the Lease, which urms and conditions ere incorporated hercin by this
reference and made a part hereof.
2. Term. The term of the Lease and of ihis Memorandum (the "Term") shall
initially be for a period of approximately 15 years, commencing on January 24, 2012 (the
"Commencement Date") and expiring on the last day of the ] 80'" fuil calendar month following
the Commencement Date, which is January 31, 2027.
3. Extension Ogtions. Landlord has granted and hereby grants to Tenant options to
extend the Term for four (4) successive, consecutive periods of five (5) years eac6, all in
aceordance with and subject to the applicabte krms of the Lease. Landlord and Tenant shall
oxecuce and record in the real propetiy records of Weld County, Colorado, a mutually agreeable
form of supplement to this Memorandum with respecx to any such extension(s) of the Term:
provided, however, any failure to so execute and record any supplement(s) shali not affect the
vaiidiry of any extension(s) of the Term, and such extension(s) shall be of fult force and effect
If Tenant docs not exercise an option to extend the Term, Tenant shall execute and deliver to
Landlord a statutory form of quit claim dced with respect to the Demised Premises, the Lease
and arry rights granted or referenced in this Memora�dum; provided, however, arry failure of
Ncs. s��?��S(� �
389890� Pa9ea: 2 ef B
� 12/Z7/�12 11:47 AM R Fu:=31.00
Stw� Mxaie, Cl�rk antl R�vorder. Wld County. CO
�n��i���i�i��i��'���+��� ���i�i���ll����'��"1 �����
Landlord to record in the real property records of Weld Counry, Colorado, such quit claim deed
shall not affect the validity of any termination of the Lease.
4. Rivht of First Offer. Landlord has granted and hereby grants to Tenant a right of
first offer to purchase the Demised Premises in accordance with and subject to the applicable
terms and conditions of the Lease.
5. Other Provisions. In addition to the terms of the Lease referenced herein, the
l.ease wntains numerous other terms, covenants, con�'itions and provisions which af£ect the
Demised Premises, and notice is hereby given that reference should be made to the Lease
direcdy with respect to ihe details of such other terms, cavenants, conditions and provisions (all
af which shall constitute a part of this Memorandum). This Memorandum does not alter, amend,
modify or change the trnns of the Lease in any respect, and is executed by the parties hereto for
the purpose of recordation in the real property records of Weld County, Colorado, in order to
Sive nouce of and to confirm the Lease and all of its provisions to the same extent as if all of the
provisions of the Lease were fully set forth herein. This Memorandum shall generally be
corsstrued as su�lemental to and cumulative with the Lease, but in the event of a�+ conflict
between the provisions of this Memorandum end those of the Lease, the provisions of the Lease
shall control.
6. Successors and Assigns. The terms and provisions of this Memorandum shall be
binding upon and inure to the benefit of Landlord and Tenant and their respective successors and
accigns.
7. Countereerts. 'I'his Memorandum may be executed in any nurdber af
counterparts, each of which shali constimte an original, and which together shall constitute one
and the same insmm�ent.
[SignAture blocka tolb�v on next page]
3888S02 Pa�ss: 3 ef S
12/2Y/Zl12 11:47 pN R Fn :=31.N
Slw� +brnw Cl�rk �nd R�oard�r, Wld CountY� CO
��� �i�i��l����'�Ki��i�'�I� � � i����� �'� �� ���
IN WITNESS WHEREOF, Landlord and Ten�t have executed this Memorandum
effedive as of the date first set forth above.
LANDLORD: t
BURGER AVENUE iNVESTMENTS, LLP, a !
Colorado registered limited liability parmership
, f
B.
t L rn, Managing Partner
STATE OF COLORADO )
) ss.
COUNTY OF �`�'�f �� )
The foregoing instrument was ackaowledged before me this � day of
20I2, by David L. Osbom, Managing Partner of Burget Avrnue Inveshnents, LLP, a Colorado
regiStered lunited liability partnership.
Witness my hand and official seal.
My commission expires: ��'[ � �� / �
JEANNE T. SANFORD �
Notary Pubiic No Pubtic
State of Colorado
''M C°�""� �N ��nsut s signature block follows on next page]
IiETURM 70:
Frft Mleric�n iltle Yul�lO� 00.
fbwond Con�nMidd B�rNo�s
a01 DlooMt FMM.Bu� 1i00
Mn�pol�, MN 56102
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��n�i��i����'����,1� ������'`���"� �����
TENANT:
CARPCO, L.L.C.,
an [owa limited liability company
'7 ��
By: ��G�-�.� .
Da�ve Carpenter, President `s v
T,��k
STATE OF �B6- )
) ss.
cotnvz-v oF P� ��� �
The foregoing instrument was acknowledged befnre me this �� day of Furn �.-,
2012, by Dave Carpenter, President of Carpco, L.L.C., aa Iowa limited Gability company.
Witness my hand and official seal.
My commission expires: /d f 7�a ��3
No--�.�L ��__ � ����
uy Public
i��ryli �
3899802 Pa9�s: S of S
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����i����i�������i���������"� ���i
EXHIBTT A
Demiaed Premises
PARCEL I:
A TRACT OF LAND SITUATE IN THE NE l/4 OF THE NE 1/4 OF SECTION 10,
TOWNSHIP 2 NORTH, RANGE 68 WEST OF THE 6TH P.M., WELD COUNTY,
COIARADO, DESCRBED AS FOLLOWS: BEGINNINO AT THE NE CORNER OF SAID
SECTlON 10, THENCE SOUTH 89 DEGREES 31' WEST 450 FEET ALONG THE NORTH
LINE OF THE NE 1/4 OF SAID 5ECTION 10, THENCE SOUTH 30 FEET TO THE SOUTH
RIGHT-OF-WAY LINE OF HIGHVJAY NO. 119 (FORMERLY KNOWN AS MGHWAY
NO. 25), T'HE TRUE POIN'T OF BEGINNING; THENCE SOUTH 89 DEGREES 31' WEST
65 FEET ALONG SAID SOUTH RIGHT-OF-VJAY LINE OF SAID HIGHWAY; THENCE
SOUTH 45 DEGREES 0S' WEST 234.1 FEET ALONd THE EASTERLY SIDE OF AN
IRRIGATTON DI'TCH; THENCE SOUTH 49 DEGREES 35' EAST 303.0 FEET; THENCE
NORTH 362.7 FEET MORE OR LESS TO THE TRUE POINT OF BEGWNING EXCEPT
THAT PARCEL IN RULE AND ORD�R RECORDED 3ANUARY 19, 1995 AT RECEPTION
NO_ 2423540, COUNTY OF WELD. STATE OF COLORAD�. ALSO EXCEPT THAT
PORTTON CONVEYED BY DEED RECORDED JANUARY 15, 1971 AT RECEPTION
NO. 1564570;
iogether with all improvemenu thereon and appurtenances thereto.
PARCEL II:
THAT TRACT OF LAND LOCATED IN THE NE 1/4 OF SECTION 10, TOWNSHIP 2
NOdtTH, RANGE 68 WEST OF'TI� 6TH P.M., WELD COUNTY, COLORADO, BE1NG
MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NE
CORNER OF SAID SECTION 10; THENCE ALONG THE NORTH LINE OF SAID NE 1/4 S
89 DEGREES 31' 00" WEST 450.00 FEET WHENCE THE NOR7H 1/4 CORNER THEREOF
BEARS S 89 DEGREES 31'00" WEST 2191.17 FEET; THENCE S 00 DEGREES 00' 00"
EAST 39220 FEET TO THE NORTI�AST CORNER OF THAT TRACT OF LAND
KNOWN AS PARCEL 1 AS DESCRIBED BY DEED �ECORUED AT RECEPTION
#01932647 OF WELD C'OUNTY RECORDS AND TNE POINT OF BEGINNING; 7HENCE
S 90 DEGREES 00' 00" WEST 195.00 FEET; THENCE N 00 DEGREES 00' 00" WEST
166.02 FEET TO A POINT ON THE NORTHEASTERLY LINE OF THAT TRACT OF LAND
KNOWN AS PARCEL 2 AS DESCRJBED BY DEED RECORDED AT RECEPTION
#O(932647 OF WELD COUNi'Y RECORDS; THENCE ALONG SAID NORTHEASTERLY
LINE S 49 DEGREES 3S 20" EAST 256.10 FEET TO THE POINT OF BEGINNING,
COUNTY OF WELD, STATE OF COLORADO;
to6ether with all improvements thereon and appurtenances thereto.
FOURTA AMENDMBNT TO L1CA3�
THIS POURTH AMBNDMBNT TO L&1SE (thie "AmeadmenY') is made as of
Deocmber l6, 201 i, betv�ecn BUROFR AVENUE INVESTMENTS, LLP, s Colorado regiscered
li�nixd liebitity pedneBhiP ("Landlvtd"}, end J.D. CARPF.�rI'ER COMPANI$5, INC., aa Iowa
corporation ("Taoent").
RBG7TAIS:
A. Lsndlord and Teaent are pmties to that certein (3round Lease dated Fobruary 15,
3011, for tho daniso of 39t4 Colorado Hwy 119, Loagmon; Colorado (the "Ori� Lease'�, es
ama�ndad by (i) a Nodce of, ��st Bxtension of EntiUements Period and Ameadmeat tio Lea.0
made betvreen Landlord and Tau�nt and dated es of Aug�st 11, 20I1, ('ii) e Notice of Seoond
bkDeasion of Eatitlemmb Poriod and Second Amendment b Leese made between LandlorA end
Taient and dated es of 3eptember 15� 2011, and (iii) a'Ihird Amw�nent to Lease mede lutwcen
Landlord and Tenant and daoed Novomber 16, 2011 (eollectively the "Lease'�. lnitiall�
eapitatized terme uaed but aot de8ned in this Amendmmt shall have ihe meanings given the�
nnder the Original laaaa
g, Pursuant to tha terau of the I.eese, ttre lai day of fhe Entitlements Period hes
baa extwded to tbc data of this Ameodma�t, or December 16, 2011. L,andlord end Tenarrt have
mutually determined to fiuther extend the Eatitlementa Period pursuant ro the terms of this
Amandmmit
NOW, TI�3REFORE, in conaideration of. the abwe premises, and for other good a�d
vsluable consideratioq the raxipt and sufficiency of wbic3� are lxreby acknowledgcd, Landlord
and Tenant covenant sed egnee as follows:
l. FL�1+�* Bxtcn+�on of Eatiderasst►ts Period. Thc fintiflements Period, as pre�ady
expiring on the date of lhis Amendm�nt� or poeamba 16, i011, ie hetaby fLrtha exteaded tbr an
eddidone130-day pa'tod (tlie "SAcoad Addidonal Entide�enta Bxtension Period"), �vnning from
the da0s Laeof to and iaclnding January 17, 2U12 (Jaauery 13, 2012 being a Sunday, and
January l6� Z012 boiag a nationai holiday). In considejation of thia ftuther axta�ion, on or
befa�e ttie date of this Amendment Tes�ant shell psy Lsndlord the fluther aum of 57.500 (the
"Second Additional Batension PaymeaY�. which payment will ba governed by the provisions of
Seotion 2(� of the Original Lease that ap�ied to the E7,500 papme�s for the �rst three (3)
30-day ext�ensioas of t�e Bntitlementa Pcriod. Notwithslanding the foregoing, hov�ver, in the
cveat the Tenaot, at eny titae during the Second Additioml Entide�ents Extension Pariod, gives
the Landbrd mtica that the Entidernents Condition bas been satis5ed or waived; than Tenant
will receive credit against Rent for ihe proportianate shae of the Second Additional Bxtenaion
Payment, allooable ot► a per dian basis, W the ranaiang portion of tho Second Addidonal
Entitlements Extension Pcriod falling after the date such notico ia givea
2. �. This Atn�a�dtnwtt coaNi4utes a modificadoa to the terms of the L.ease,
Exxpt as expn�s�ly modified hareby� the Lense sha! remain in full force and affeet in
a�cco:dance with itr smted pibvisioas: Lendlond aad Tennnt hereby ratify and leConfiTm the
tarms of the Leas�, suFg"ect fo the terms of this Amendment.
iww.i
3. �. This Amendment shall be binding upon aad irnu�e to the baieSt of
Lendlord and Tenant and thcir respoctive suaxssore and permitbed assigtx.ss, and shell (x
govemed by and con:trued ia acootclenco with tbe lawe of the Stete bf Coloredo. This
Amendment may be execated in couaterpa�ta, each of which shall constitute an orlginal, and
which mgot6er shall consdtute ona snd the same instmmant FiFher party may make leQal
delivocy of ita algned counter�nrt by �ail or fscsimile tranemiesion of a copy theteof.
fBalance of page lntuieio�sllj� 1�,/i 61ankJ
IN WI1N653 WHERE� Landlord end TcasTrt 6ave made this Fourth Amendment to
L,cAse efPecEive as af tM dau tirst �et farth abova.
LAI�IDIARD:
BUROEIt AVENUS INV�3'1MSTTtS, LLP, a
Colorado registered.limioed �iability partnaship
�Y, �•�,�,_. _.,. _.
vid L Us eging Partner
(Tenant's rignatura bfockjollows on nezl�ge]
�a
TENAiVT:
J:D. CARPEIVTER COMPANIB�, INC.,
en Iows corporation
�y.
Dava Carpenter, resident
,ono,.i
NO'FICE OF THIRD EXTENS[ON OF ENTITLEMENTS PLRIOD
Landlord, Burger Avenue [nveshne�its, LLP. a Color�o registered limited liability
pardxrship, and TenacN� J.D. Carpentea Companies, lnc., ente�ed into a Ground Lease for
3914 Coloredo Nwy 119, Longmont, Colorado, deted F�brvary I5, 201 �(the "Leasa'�.
Section 2(d) of U�e Lcase provides that iftha Development Approvals a� Permits are not
obtaiaed by 180 days after tbe exa�tion of the Lease (August 15. 2011. since Augast 14, ZUl l,
is a Sunday), Tenaut shall have the right to extend d�e Eadtlements Period for throe (3)
successive thiny (30) day periods.
Tl�e parties executed a Notice of Firat Pactension of Entitlements Period end Amendment
to Lease dated as of Aagust i l, 2011 (t6e "rirst AmendmenY�, wl�ich implementod the first 30-
day extension af the Entitlements Pedod, extending it until 3epoember 15, 20l l. 71►e parties
sigaed a Second Notice of Extension and Amardment to Lease dated Septembea 15, 2011 (ths
"5xond Amendment") extcnding the Entidement Periads to October l7, 2011, Tenant hereby
gives Landtocd notice that it is extending the En6demcnts Period for iti third additional thidy
(30) days to and 'uicluding November t 6. 2011. Landtad hereby accepts this insaument as such
notico.
Tenant will pey the third extensiou fee of S7,S0Q.U0 on or before October 17, 201 I.
Bxcept as modi&ed by the First and Secoad AtYendments, the Lesse shalt remain in full
foi�ce and effect in accordence with its provisions. laitially capitaliud terms uaed but not
defined herein shall have the meanings given them u�der the L.ease. This insuument may be
exccuted in counterparts, which together shall coastitste oae and the sama instnmiau. Either
pa�ty may meko legal delivery of its signed caRwterpa�i by e-mail or facsimile transmissiou of a
copy thercof.
Dated this � 3 day of October, 241 l.
LANDLORU;
IIURGER AVfiNUS INVESTMENTS, LLP
y .� L, . -�-�� 13�1
.��.
By: -
Davi L. bsborn, Date
Managing Pa+Rner
��
TbTiANT:
1.D. CARPEtJTER COMPAN , C.
B,. , /0 / �/I
r, Dau
�'la�jc�� �f�cr :Tr
l�'��r/ �o�,n1 �� / ri;r�i
��lf �l � y l 2E2"� %`��h (�
NOTICE OF SLCOND EXTEN3ION OF PERIOD
AND SECOND AMEI�IDMENT TO LEASE
Laadlord, Barga Aveauo Investrnents, LLP, a Colorado registerod limited liability
partriaship, and Tenant. J.D. Carpenter Compenies, Iac., anured i�o a Qround Lease for
3914 Colorado Fiwy 119, Longmont, Colorado, dated Fettuary I5. 2011 (the "I.ease'�.
Section 2(� of the Lcase provides diat if the Development Approvals and Pelmits are not
obtained by I 80 days efter the execution of ihe Leax (August i S, 2011, since August 14, 2011,
is e Sunday), Teneut a6a1) have tho right to exund the Entidementa Period far t6ree (3)
suocessive tlurty (30) day pertods.
The parties cxec�ted a Notice of First Exbension of Entitlemeots Period and Amendmcnt
m Lease dated as of August I1, 2011 (tho "F'�rst Ameadm�t'�, which implemeirted the fast
30-day exteasion of the F.nttdemenb Period, extending it w�tit September 15, 2011. Teaant
iereby gives Leadlord aotice that it is extending the Entitkmeats Period for its sccond additional
birty (30) days to ud including Odober 17, 2011 (October 1 S, 201 l is a Satiuday). Lendlord
►ereby accepts d�ls ins�►unent es euch nodoe. Tenent reserves the dght to further extet�d the
EntitbemerNs Perlod av providod in S�ction 2(� of the Leese.
Tenant pmeviously depositsd with Landlord the sim of $15,000 pursueat to Section 3(i) of
!he Leasc as pro-paid aeut. Landlord aad Tenant aclrn�wlodge that under Section 2(� of the
I.easa, the axtenaion fae for this ea;ond exteneion of the Entitleme�nts Period is 57500.00 es►d is
non-refundabb aubject to the tams of Socdon 9(e) of the Lease. I.andlord and Tenant now
flntha agroe that Lanilotd shall apply 57500.00 of the eforesaid 515,000 payment for this
�econd euteo�ion petiod in eatisfaction of the required extension fee, and shall deduct that sum
from pn-paid t+ar�t� leaving the aum of S0 es prapaid rea� 3hould both the F�tidema�ts
Co�ltcion snd Permits Condition be setisfied, within 5ve (S) businaas days thereafter Teneat wil!
ro-deQosit the a 15,000 prepaid rent, which will be applied to Basic Rent paya►ent� next owIng.
Exceprt as�modified henby end by the First Amwdment, the Leaee shall remein i� full
Eurce and effect in axordanee with iLv proviaiona initisUy c�pitalizat terms used bat not
defined heietn sball have the meeainga given them uoder the Leasa This sgrament may be
executed in co�mtap�s� which togeltr.�' shal] coastitu� one snd the seme inshvment• Either
periy may mako lepl delivery of its signed co�mterpert by e-mail or facsimile transcrrission of a
copy theroof.
•Datod this 15th day of September, 2011.
LANDLORD: '��T�
BUR(3ER AVENUB IIWESTMENTS, LLP J.D. CARPEIVTER COMPAN C.
gY; B %�'� S �/
David L. Osbom, Datc ave Carp , Da
��g p�� Preside.c►t
�
NOTICE OF SL�COND EXTENSION OF I�iVT1TLEMENTS P�RTOD
AND SECOND AMENDMENT TO LEASE
Landlord, Burger Ava►ue Inves�ents, LLP, a Colorndo registerod limited liability
partnership, and Tenaat, J.D. Carpenter Compenies, Inc., antaed into a Ground Lease for
3914 Colorado Hwy 1 l9, Longmont, Colorado, dated Febn�ary 15, 2011 (the "Loase").
Section 2(d} of the Lease provides that if the Development Approvals end Pumits aro not
obtained by 180 days after the exxu6on of the Lease (August 15. 2011, sinca August 14, 2011,
B a Sunday}, Tenant shaq heve the right to extend the Entitlements Period for three (3)
successive thirty (30} day periods.
The parties executed n Notice of First Extension of Entitlements Perlod and Amendment
b Leax dated as of August 11, 2011 (the "First Amendment'�, which implcmented the first
30-day extension of tbe Bntidements Period, extending it until September 15, 2011. Tenant
hereby gives Landlord nodce that it is extending the Enddaments Period for its aecond addidonal
thuty (34) days to. and including October 17, 2011 (Octobar 1 S, 2011 is a Saturday). Landlord
hereby accepts this instrument as such notice. Tenant reae�ves the right to further exlend the
Entitlements Period es provided in Section 2(d) of the Leese.
Tenent praviously deposited with Landlord the sun of $15,000 pursuant to Section 3(i) of
the Lease as pre-paid rent. Landlord and Tenent acknowl�dge that under Section 2(d) of the
Lease, the extension fee for this sacond extension of the Entitleu�ents Prxiod is $7500.00 and is
non-refundable subjcct to the tams af Section 9(a) of the Lease, Landlord and Tenant now
further agra that Laudlord slull epply �7500.00 of the aforesaid 515,000 paytnar�t for this
second extension pariod in satisfaction of the required extensiou fee, and shall deduct that sum
from pre-paid rent, leaving the sum of S0 as pre-paid rent� Should both the Entitlementa
Conditian and Permits Condition bo sa6afied, whhin five (5) business daya thereeRer Tenant will
ro-deposit the 515,000 pcepaid rent, whieh will be applied to Basic Reirt payments next owing.
Except ss modified hereby and by the First Anxndment, the Lease shall remain in full
force and effect ii� accordance with ita pmvlsions. Initialiy capitalized terms used but not
defined herein shall heve the meanings given them under the Lesse. This agrxment ttny be
executed in counterparts, which together shall constitute one and the sama instnunwt. Either
perty may make legal deIivery of its signed counterpert by e-mail or facsimilo transmission of a
copy thereof.
. Dated this 15th day of September, 2011.
LANDLOI2D: TENANT:
BURGER AVENUE INVESTMENTS, LLP J.D. CARPENTER COMPAIIIES, INC.
By: � � . �'( I �� � BY:
avid L. Osborn, Data Dave Carpeater, Date
Managing Partner President
om�u
GROUND LEASE
FOR 3914 COLORADO HWY 119, LOIYGMONT. COLORADO
THIS GROiJND LEASE (this "Lease") is entered into effective as of the 1_�day of
February, 2011 (the "Effective Date"), by and between BURGER AVFNUE INVESTMENTS,
LI1', a Cotorado regisbered limited liability partnership, having an office for the transaction of
busness at 217 Wcst Olive St., Fort CoUins, Colnrado 80521 ("Landlord'�, and J.D.
CARPENTER COMPANIES, INC., an Iowa corporation, having an office for the transaction
of business at 4060 NW Urbandale Drive, Urbandale, Ioura SU322 ("Tenant'�.
WITNESSETH:
Ia consideration of Ten Dollars ($10.00), and other good and valuable consideration, the
receipt, adequacy and su�ciency of wlrich are hereby acknowladged by Landlord and Tenant,
and the mutual covenants contained herein, end intending to be legally bound hereby, Landlord
and Tenant hereby agree with each other as follows:
Section 1. Demised Premises: Agreement to Lease. Landlord is the owner of certain real
prvQerty located in unincorporated Weld County, Colorado, having an address of 3914 Colorado
Highway 119, Longmont, Colorado, being more aad legally described on E�chibit "A" attached
he�to and by this reference made a part hereof (the `�emiscd Premises'�. Landlord hereby
agttes tio lease and demise the Demised Ptemises to Teaant, and Tenant hereby agrees to lease
the Demised Premises from Landlord, in accordance with and subject to the terms and provisions
of this Lease.
Section 2. Term: Conditions to Commencement.
(a) For the period of 60 days after tbe Effective Date (the "Due Diligence Period'�,
Tenaat will have the right to conduct investigations, festing, inspections and evaluations of any
and ail matters that may affect the Demised Premises and its development, possession, use and
enjayment, including, without limitation, the environmental condition and othet aspects of
piysical condition In the event Tenant, in its discretion and at its election, and with or without
causc, deternunes that Tenant is dissatisfied with the Demised Pcemises or otherwise does not
tuent to proceed with the tiansacdtiri undei� this Lease, tlieri Tenant inay terruminate th'is Lease on
or before the end of the Due Diligence Period (the "Due Diligence Condition'� by giving
Landlord notice thereof. If such notice is timely given, the parties shall be relieved of all
further obligations under this Lease, except for accrued obligations that by their terms survive
tamination.
(i) Upon the exp'uation or teimination of this Lease, Tenant shall prompdy
de�ver to Landlord (A) all documents and materials relating to the Demised Premises previously
defivered to Tenant by Landlord (provided that Tenant at its election may retain �ts ow+n copies
for its files), and (B) copies of all reports and studies originated ar received by Tenant dia�ing the
Due Diligence Period or Entitlements Period (hereinafter defined) concertung the Demised
Premises. However, in the event Tenant raises any concems with Landlord regarding any
ostensible environmental conditions affecting the Demised Premises, in connection therewith
Tenait shall give Landlord copies of any environmental audits or reports produced on behalf of
Tenant that reflect such conditions (and Landlord shall maintain such condirions as confidential
without disclosure to other parties, to the fullest extent pe:mitted by law, so long as this Lease
�sins in et%ct).
(ii) Witl�an five (5) business days after the Effective Date, Landlord shall
furnish to Tenant copies of any and all material studies, evaluations, and reports and other
materials concerning soils, environmental status, physicai condition or other charaeteristics or
matters pertaining to the Demised Premises, and appmisals, plaas, specifications or other
materials pertaining to the value, development, use and enjoyment of the Demised Premises, to
ihe extent in Landlord's possossion.
(iii) Tenant shall bear the cost of all of Tenant's inspections, tests, and
evaluations of the Demised Premises. Tenant, and Tenani's agents, contractors, and �nployees,
(A) shall not injure or otherwise cause bodily harm to Landlord or Landlord's agents,
contractors, or employees, (B) shall promptly pay, when due, the cost of all inspections, tests,
and evaluations done with respect to the Demised Premises, (C) in accordance with Sectinn 12
hereof, shall secure the dischargo of any liens that attach to the Demised Premises by reason of
the exercise of TenanYs rights hereunder, and (D) shall restoro the Demised Premises to the
wnetition in which the Demised Premises existed be�ore any such inspections, tests, or
evaluations (subject to the effect of the Facilities and �nprovements if this Lease proceeds).
Tenant shall indemnify and hold Landlord harmless from and against any and all liability, loss,
damage, costs, and expenses (including reasonable attomeys' fces, and including payments made
by Landlord to release mechanic's ]iens filed against du Demised Premises) which Landlord
may suffer as the result of claims, demaads, costs, and/or jndgments against Laadlord arising out
of or in any way in connection with Tenant's inspection activities, unless resulting from
Landlord's afiumative aciions constituting negligence Qr other breach of any legal duty, and
provided that Tenant will have a first rig6t to defend and satisfy any such claims or demands.
Tenant will not, however, be liable for any disturbance of any hazardous materials that may be
1,ocated on the Detnised Premises so long as Tenant ezercises reasonable care to avoid such
distnrbances. Notwithstanding any provision of this Lease to the contrary, no termination of this
Lease slsall terminate Tenant's obligations pursuant to this Section. The parties hereto expressly
acknowledge and agree that while Tenaat may elect to termivate this Lease pursuant to this
Section 2(a) based on the status of Landlord's title to the Demised Premises (without otherwise
fimitiag the scope of TenanYs termination rights under t�is Section 2(a)), Landlord's duties end
responsibilities with respect to satisfying or cttting title defects or Tenant's objections to tifle are
set forth in, and controlled by, Section 26 hereinafter.
(b) In addition to the Due Diligence Con�ition, Tenant shall have the right and
condition in its favor during the Entiflements Period (defined below) to obtain all requisite final
za�ing, subdivision, land use, development, building pemut and other approvals firom Weld
County and any other applicable govemmental or qnasi-govemmental authoriry (induding,
without limitarion, utility suppliers) for the construction, occupancy, operation, use and
enjoyment of the Facilities on the Demised Premises, such approvals to be satisfactory to
Tenant (the "Entitlements Condition"). Those requisite approvals ("Development Approvals")
will not be regarded as fmal and having been obtained unless and until any related appeal or
referendum rights hav�e expired without any such appeal or referendum having been
�
commeaced. The Entitlements Period will commence on the Effective Date and expire one
hundred eighty (l 80) days after the Effective Date (unless extended as hereinafter set forth), or
any earlier date that all requisite Development Appravals and Permits (hereinafter defined)
have been obtained. Tenant, at its election, may terminate this Lease for a failure of the
Eirtidements Condirion by giving Landlord written notice thereof at any time within two (2)
business days after the last day of the F.ntitlements Period. If such notice is timely given, the
parties shall be relieved of all further obligations and duties under this Lease arising thereafter,
except those accrued obligations and duties that by their terms siuvive termination. If Tenant in
its business judgment determines during the Entidements Period that the requisite Development
Approvals or any Pernuts will not be obtained, Tenaat may give the foregoing termination
natice at that time. Provided Landlord does not incur �y out-of-pocket expense or liability in
coanection therewith, Landlord shall be obligated to join in and execute any applications or
related documents as required by any applicable author�y or as reasonably requested by Tenant
in the process of pursuing Development Approvals, provided that in the event such applications
ir�vceably restrict the Property to Convenience Store Uses, and Tenant then terminates this
Lease pursuant to this Section 2(a) or Secdon 8 below, then Tenant will be obligated at its
e�ense to obtain the vacation or rescission of that restrietion.
(c) If this Lease is terminated by Tenant for failure of t6e Endtlements Condition,
upon such termination Tenant shall pay Landbrd the sum of $3,750.00 for each successive
30-day period within the Entitlements Period (exclu3'ing any extension periods as set forth
below} which has passed, in whole or in part, followi�g the end of the Due DiGgence Period
and prior to the date of the Lease termination. Payments pursuant to this Section 2(c) shall be
non-refimdable and the property of Landlord (subject, however, W Section 9(a) below).
(d} Tenant st�all have options to extend the Entidements Period for three (3)
successive 30-day periods, each of which may be exe�ised by Tenant giving I,andlord notice
thereof at eny time on or before the last day of the then outstanding Entitlements Period
(references herein to the Entitlements Period �all mean the same as it may be so extended).
Upon any exercise of the option for each extension, Tcnant shall pay Landlord the sum of
$7,500.00, wluch payauent will be non-iefundable and the property of Landlord regardless of
whether the Entitlements Condition is satisfied (subject, however, to Section 9(a) below). Any
such Entitlements Period extension payments shall not be credited against Basic Ren�
(e) The term of this L.ease sha(1 conmence on the fifth business day follov�ing the
salisfaction of the Endtlements Condition (the "Rent Commencement Datc"}.
(� 'Ii►e initial icrm of ttus Lease shall be for the period that is substantially
fifteen (15}�ears, beginning on the Rent Commencement Date and terminating on the last day
of the 180 full calendar month following the Retrt Commencement Date, unless sooner
termu�ated or extend�d as herein provided. So long as Tenant is not in default of sny of its
obligations under this Lease, Tenant shall have the right, at its option, to extend the term of this
Lease for four (4) ad�itional, consecutive periods o#' five (5) years each, at the Rent (as
hereinafter defined) and upon all of the other terms, conditions, covenants and provisions set
forth herein; provided, however, that Tenant may only extend the term of this Lease by giving
Landlord written notice of each such extension on or prior to a date which is six (6) months
before the expiration of the initial term of this Lease or the then outstanding extension period,
as d�e case may be. The expression "term of this Lea.�" or similar references as hereinafter
used shail mean and refer w the initial term of this Lease and aay extensions thereof tt►at have
beai exercised by Tenant, as the context may permit or require. The tercn "lease year" shall
mean calendar years within the tcrm of this Lease, with the first lease year to memi the
fractional calendar year ninning &om the Rent Commencement Date through December 31 of
that yea�, and the last lease yeaz to meaa the fractional calendaz year running &om January 1
through the last day of thc term of this Lease.
(g) The Due Diligence Condition and Entitkments Condition shall be cumulative
with and not limit the "Permits Condition" established tuder Section 8 below.
Seetion 3. Rent
(a) Tenant covenants end agrees to pay Landord for the Demised Premises, without
ofiget or deduction (except es set forth in Section 27(d) below), and without previous demand
therefor, Basio Rent at the rates hereinafter set forth from the Rent Commencement Date and
thereafter throughout the term of this Lease ("Basic RenY'). All Basic Rent shall be payable by
Tenant in equal monthly installments on the first day of each and every calendar month. 'The
Basic Rent payable each month during the term of this Lease (with the initial fractional
calendar month to be allocated to Year 1) shall be as follows:
Initial Term Monthly Basic Rent
Ycars 1-5 $7,500.00
Years 6-10 $8,250.00
Years 11-15 $9,075.00
Extended Tertn Monthly Basic Rent
(as applicable)
Years 16-20 $9,982.00
Years 21-25 $10,980.00
Years 26-30 $12,078.00
Y�ars 31-35 $13,286.00
For purposes of applying the Basic Rent to the "Years" referenced above, the first such Year will
commence on the Rent Commencement Date and e�ue one yoar after the last day of the
caiendar month in which the Rent Commencement Date falls, and each succeeding Year will
expire one yeat after the last day of the preceding Year.
(b) As used herein, the term "Additional Rent" shall mean amounts req�rired to be
paid by Tenaat under the terms of tkris Lease other than Basic Rent or Perc�ntage Rent
(hereinafter defined). The term "Rent" shall be deemed to include the Basic Rent, Percentage
Rent and all Additional Rent payable by Tenant to Landlord hereunder.
(c) "Retail merchandise sales" is defined as the receipts received by Tenant from
sales of TenanYs inventory (physical goods or products held for resale) in the ordinary course
96�t/6.7
of TenanYs business conducted on the Demised Pranises, whether for cash or credit, but
specifically excluding and net of (i) gasoline sales, (ii� revenues from car wash, lottery sales,
sales of gift certificates, issuances of money orders, or other services or functions not entailing
sales of Tenant's inventory, (iii) revenues of any subtenants, licensees or concessionaires of
Tenant, each occupying only a portion of the Demised Premises (provided that any subrents or
license or concession charges collected by Tenant fron such parties will be included in retail
merchandise sales), (iv) merchandise or inveatory returned to suppliers or manufacturers,
(v) sales or similar taxes that Tenant collects from retail sales for remittance to or for the benefit
of any governmental authority, (vi) aay refunds on �turned merchandise or inventocy, and
(viii) eny sales of fixtures, equipment, supplies or goads in the Demised Premises that do not
constitute part of Tenant's inventory.
(d) In addidon to the Basic Rent, Tenant will pay Landlord "Percentage Rent" equal
to 3.5% of the excess, if any, during aaiy lease year of (i) TenanYs retail merchandise sales in
the Demised Premiscs over (ii) the amount of S1,650,000.0U, which amount will be subject to
10°/s oompounded increases at the eud of every five-year period witi�ii► the term of this Lease
(the "BreakpoinY'). For any fractional lease yeaz within the tean of tlris Lease, the applicable
Breakpoint atnount will be prorated on a per diem basis
(e) Tenant shall kecp and maintain fWl, complete and accurate records of all retail
merchandise sales, as defined in this Lease, together with suppo�rting records that are generated
by Tenant in the ordinary cowse of business and es required by law, which may include excise
taoc reports, state sal�s tax reports, gross income tax reports, and cash register tapes. The
recotds shall be kept in accordance witli Tenant's accounting practices employed in the
ordinary course of Tenant's business, and the records for a given lease year shall be pTeserved
by Tenant for a period of three (3) yeais after the close of the lease year. These records shall be
made availablc to Landlord, or a representative of La�lord, on reasonable notice at the office
of Tenant in the State of Colorado, or if Tenant has no office in the State of Colorado, at the
Diemised Premises.
(i) On or beforo the 20�' day after written request from Landlord, Tenant shall
de$ver to Landlord, at the placc then fixed for the payment of Rent, a writtcn statemcnt, signed
and certified by Tenant to be accurate, of retail merciandise sales made during the calendar
monti� preceding the giving of the notice and a true copy of any corresponding sales tax report
covering that .same ealendar month and Sled by Tenmit with any. governcnental agencies, as
required by law, prior to Tenant's delivery. (Landlord specifically acknowledges that sales tax
reports may vary from tbe statements and accountings of retail merchandise sales, because of the
disparate inclusions in each.) In addition thereto, within ninety (90) days of the close of each
lease year during the term of this Lease, Tenant shall deHver to Landlord a stalement certified by
Tenant, showing retait merchendise sales made during ttie preceding lease year and a calculation
of the amount of Percentage Rent due Landlord (the "Amaal Statement").
(ii) Tenant shall pay to Landlord, simultsneously with the delivery of the
annual statement, any amount that may be due and payable as Percentage Rent for the prior lease
year. Landlord, through a certified public accountant e�gaged by Landlord, shall have the right
on reasonable notice to Tenant W examine a11 pertinent books and records of Tenant for the
purpose of verifying the actual amount of retail merchandise sales as defined in this Lease for the
�.,
pertinent lease year. The results of the examination and audit shall be ccrtified as accurate to
Landlord and Tenant by Landlord's certified public accauntant. All expenses of examination
shal] be paid for by I.andlord, unless the examination shall disclose an additional unpaid
Percentage Rent liability for the pertinent lease year of greater than $1,000.00, in which case
lanclord's out-of-pocket costs of the examination shaU be paid by Tenant (such additional
liabiHty will be subject, however, to vcrification and confirmation between Landlord and
Tenant).
(iii) Landlord shall have t6e right to accept and apply on account any amount
tendered by Tenant as payment in full of all or any portion of the Pcrcentage Rent without
pcejudicing Landlord's right to recover the full correct amount, after reduction by the amount so
accepted and applied on account. Tenant waives the right to insist on any condition of any such
tender t!►at it be accepted in full, if at all.
(iv) If I,andlord's audit or examination of the records of Tenant reveals Tenant
has not paid the proper amount of Percentage Rent, any increase of Percentage Rent resulting
&om the audit shall be padd by Tenant within 30 days atier Tenant has received a copy of the
aeudit or examination (such iacrease will be subject, however, to verification and confirmarion
between Landlord and Tenant).
(v) If Tenant fails to prepare and deliver eny moirthly statement or Annual
Statement required by this Section 3(e) within the time specified, Landlord may elect to treat
Tenant's faihae as a substantial breach of this Lease, and Landlord shall be entitled to exercise
its remedies hcreunder after Landlord hes given to Tenant 30 days' written notice to submit such
statemeat. If Tenant fails to prepare and deliver the statement after receiving the notice from
Landlord, Landlord may elect to make an audit of all the books and records of Tenant, including
TenanYs bank account, which in any way pertain to or show tetail merchandise sales as defined
by this Lease, and to prepare the statement or statement� that Tenant has failed to prep�e and
deliver.
(vi) Any such sudit shall be made and any such statement and statements shall
be prepared by a certified public accountant selected by Landlord. The statement or stabements
so prepared shall be conclusive on Tenant, provided they aze prepared in good faith and certified
to Tenant by Landlord's certified public accountant, and Tenant shall be required to pay all
expenses of any such suciit. Neve�theless, if Tenant's. failure to deliyer. any mont]ily o; annual
statemeat is due to the partial or total destruction of the books or records of Tenant by fire or
other cause beyond the control of Tenant, Tenant shall have a reasonable tune after destruction to
assemble the informarion necessary to prepare any statanent or statements and deliver them to
Landlord.
(� In the event that Rent commences hereunder on other than the first day of a
calender month, or if the last day of the term of this Lca4e is other than the last dny of a
calendar month, the Rent due hereunder for the first and/or last partial month, as the case may
be, shall be prorated on a daily ba5is.
(g) No security deposit shall be required to be paid by Tenant in connecbion with
ttns Lease.
(i) On the mutual execution of this L.ease, Tenant shall deposit with Landlord
$15,U00.00 as prepaid rent. If Tenant terminates this �,ease pursuant W the Due Diligence
Condition, the Entidements Condition ar the Permits C�dition, then the $15,000.00, less any
oblisations due from Tena¢�t to Landlord pursuant to Section 2(c), shall be promptly retumed to
i'enant If this Lease is not so terminated, and the term of this Lease commences, the $I5,000.00
shall be fully applied to Tenant's Basic Rent obligations hereunder. By his cxxution of tivs
Lease on behalf of Landlord, David L. Osbom, a practicing attomey and in his individual
capacity, agrees that he will be responsible to hold and account for the $15,000 deposit or
portions thereof that remain subject to return to Tenant undcr th� foregoing provisions from time
b time.
Section 4. Place of Pavment. All amounta payabie under Section 3 of this Lease, as well
as all other amounts payable by Tenant to Landlord under the terms of this Lease, shall be paid at
the office of Landlord set forth above, or at such other piace as Landlord may from time bu time
dcsignate by at least ten (10) business days' pri� written notice to Tenant, in lawful money of
the United States which �all be legal tender for the payment of all debts and dues, public and
private, at the time of payment.
Section 5. Rsnt to be Net to Landlord. It is the intent of the parties that the Rent
provided in this Lease wifl be a net payment to Landlord and that, except as expressly provided
in this Lease, Landlord will not be required to Fay any costs or expenses accruing during the
term of this Lease or provide any services in connection with the Demised Premises during the
term of this Lease, and Tenant will bear all costs and ex�enses relating to the Demised Premiscs
aceruing during the term of this Lease. Accordingly, e�acept for those expenses and obligations
which Landlord has expressly agreed to bear pursuant to this L.ease, Tenant covenants and agrees
to pay, in addition to Basic Rent and the Percentage Rent, as Additional Rent all costs and
expenses relating to the Demised Premises which accnz during or are allceable to the term of
this Leasc, including, without limitation: (a) real and personal property taxes and assessments as
hereinafter provided; (b) insurance prcmiums for coverage required of Tenant hereunder;
(c) utility chazges; and (d) the costs and expenses of maiataining and repairing the Improvements
(as defined in Section 9(e) herein) and ground (landscaping, paving, etc.). In conne�tion with
any Additional Rent items accrued from time to time for w6ich a specific due date is not
established under the other provisions hereof, �ch itens shall be due and payable by Tenant
within ten (10) days after notice of demand from Landlord. All costs, expenses and liabilities
associated with the D�miscd Premises that arise or accr�e prior to the comtnencement of the
term of this Lease shall be bome solely by the Landbrd, and the Tenant will not have any
obligation therefor (the fvregoing being subject to and writhout limitation, however, on Tenant's
obligatioas under Section 2(a)(iii) above).
Section 6. Use of Demised Premises.
(a) Tenant shall initially develop the Demised Premises as a multi-purpose retail
convenience stort facility incorporating a retail gasoline sales center and car wash (the
"Convenience SWre Uses"). The Convenience Store Uses may at TenanYs election further
iaclude a"fast food" or other form of restautaat opaation and/or other uses associated with
convenience store opecations from tane to time, as determined by Tenant in its ordinary
business judgment, and if zoning so allows. 'Ihe Demised Premises may otherwise be used for
�.,
any other lawful uses or purposes, provided that altenative uses will be subject to the prior
approval of Landlord, not to be unrea.sonably withheld. Tenant covenants and agrees that
within thirty (30) days after the issuance of a certificate of occttpancy and all requisite Permits
(as heaeinafter set forth), Tenant will commence its business operations upon the Demised
Premises and continuc such operations thoreafter at aIl times (subject to the other provisions
hereo� p�rsuant to operating standards that aze materially consistent with "best of class" for
convenience store retail operators in the Front Range area of Northem Colorado (the
"Coavenience Store Standazd'�. If uses other than Com�enience Store Uses are pernutted under
this Section 6(a), such uses shall not be subject to the (bnvenience Store Standard.
(b) Tenant shall, &om and aftet commencement of operatioas, conduct and carry on
Tenant's business in the Demised Premises during the usual business hours of each and every
business day as is customary for businesses of like character in the erea in which the Demised
Premises are located, as determined by Tenant in its ordinary business judgment applied
consistently with the Convenience Store Standard (as applicable); provided, 6owever, that this
provision shall not apply if the Demised Premises shonld be closed and the business of Tenant
tempoa�arily discontinued therein on account �' strikes, lockouts or similaz causes bey�nd the
control of Tenant, any casualty or condemnati�on, alterarions of the Impmvements parsuant to
Section 10 below, Force Majeure (as set forth in Section 45 below), or other causes as
otherwise provided herein (`Bxcus�d Closures'�. Tenant shall kcep the Demised Prcmises
adequately stocked with products and/or mercLandise, and with sufficient personnel to care for
the pah�onage, and to conduct said business in accordance with sound business practices, as
detecmined by Tenam in its ordinary business judginent applied consistently with the
Convenience Store Standard (as applicablo).
(c) In the event of default by Tenant of azry of the conditions contained in Section
6(b), Landlord shall have, in addition to any and all �eanedies herein provided, the right at its
option to collect not only the Rent herein ptovided, but supplemental rent at the rate of
One Percent (1%) of the monthly Basic Retrt herein provided for e�h and every day that
Tenant shall fail to oonduct its business in accordance witli the provisions hereof; such
supplemental rent shall be deemed to be liquidated damages for Tenant's failure to conduct its
business as herein provided. Tenant agrees that such liquidaied datnages are a reasonable
estimate of damages, enforceable in accordance with the terms of this Section 6(c), aad that
such do not constitute a pcnalty. If Tenant ceases busmess operarions for more than thirty (30)
consecativs days (other than as a resuh of Excused Closures), I,andlord shall have the right (by
pcoviding Tenant with thiriy (30) days written notice thereof (the "Recapture Notice'�) to
"recapture" the Demised Premises. In the event Tenant does not resume its business operations
within the 30-day period after the giving of the Recaptue Notice, then this Lease will terminate
upon ihe expiration of that 30-day period, and thereupon the parties shall be relieved from all
further obligations and duties hereunder, with the exception of those that have accnied prior to
such termination,
(d) Tenant accepts the Demised Premises iz their "As Is Where Is" condition.
4N3t6.7
Section 7. Tax Expenses.
(a) Tenant shall, during the term of this Lease, as Additional Rent, pay and
discharge punctually, as and when the same shell become due and payable, all taxes and other
goveruanental imposifions and charges of every kind and nature whatsoever, extraordinary as
well as ordinary, which accrue from and after the Rent Commencement Date during the term of
this Leese and which shall or may be charged, levied, laid, assessed, imposed, bccome due and
payable, or liens upon or for or with respect to the Demised Premises or any part thereof, or any
buildings, appuitenances or equipment owned by Teaant tl�ereon or therein or any part thereof,
together with all interest and penalties thereon incurred as a result of Tenant's failure to timely
pay any bill received by Tenant prior to its due date (if Tenant is responsible therefor), u►der or
by virtue of all present or fuWre laws, ordinances, requirements, orders, directives, rules or
regulations of the federal, state and county govermnents and of all other govemmental
authorities whatsoever with jurisdiction for the taxarion of real property (all of the foregoing
being hereinafter referred to as "Taxes'�. The annual Colorado ad valorem property taxes
allocable to the term shall be those foz each lease year, payable the following year. Landlord
specifcally aclmowledges and agi�ees that the Taxes shall not include, and Tenant shall not be
obligated to pay, as Additional Rent or otherwise, any local, staie or federal income, fiauchise,
ir�erifance or e�staate tax of Landlord or any af its pancipals, or any tax imposed, levied or
assessed with respect to or because of the income, �preciation or other benefit derived by
Landlord or any of itg principals from or by virtue of the Rent or this Lease or the estate of
Landlord under this Lease, whether arising under present or future applicable laws and
regulations, However, and notwithstanding anything to the contrary contained herein, in the
event any future laws ever impose any "rent" tax on Ronts as a gross income or revenue source
that is specifically allocated to and binding upon tenants or lessees (a "Tenant Rent Ta�'), then
such Tenant Rent Tax applicable to thc Rent hereunder will be paid by the Tenant Landlord
fiuther aclaiowledges and agrees that any Taxes, assessments and other governmental
impositions or levies of any nature accruing during ar attribu�ble to any period prioc to the
Rent Commencement Date shall be the sole obligation of and paid in full by Landlord. In
addition to TenanYs obligation to pay the Taxes, Tenant shall be liable for and shall pay (i) all
t�ces levied against Tenant's personal property, f�mishings, equipment, trade fixtures and aIl
other personal property in the Demised Premises durina the term of this Lease, and (u) �1 taxes,
inclu�ing, without Gmitation, sales taxes, worker's comperisation, general license, or franchise
taxes and Tenant Rent Taxes, if any, wluch may be required for, or applicable to, the conduct of
TenanYs business (provided that Tenant may contest any such taxes in good faithj.
(b) Tenant shall be deemed to have complied with the covenants of this Section 7 if
paytnent of such Taxes shall have been made within ary period allowed either by law ar by the
gvvemmental authority imposing the same during which payment is permitted without penalty
ot interest, and Tenant sha11 produce and exhibit to Landlord satisfactory evidence of such
payment, if Landlord shall demand the satne in writing
(c} All such Taxes which shall become payable for each of the calendar years in
which the term of this Lease commences and terminates shall be apportioned pro-rata between
Landlnrd and Tenant in accordaace with t3�c respective portions of such years during which
such term shall be in effect Landlord shall immediately remit to Tenant any bills for Taxes that
Landlord receives. In the event any of said Taxes are payable in installments, Tenant may pay
�,
the same as such installments bocome due and payable. Any special assessments for public
ittiprovements shall be actually paid or deemed, for purposes of this Lease, to be payable in
installments over the longest period and otherwise based on the most favorable terms permitted
by law, with the Taxes to include the portions thereof accnung during the term; if any special
assessments actually become payable on less favorable tem�s, Landlord shall pay the special
asussments directly, and Tenant will then reimb�ase the special assessments to Landlord based
on the deemed payment terms.
(d) Tcnant or its dcsignces shall have the riglt to contest or review all such Taxes by
legal proceedings, or in such other manner as it may decro suitable (which, if instituted, Tenant
or its designees shall conduct promptly ai its own cost and expense and free of any out-of-
pocket expense to Landlord, and, if necessary, in the name of and with the cooperation of
Landlaad and Landlord shall execute all documenis necessary to accomplish the foregoing).
Notwithstanding ihe foregoing, Tenant shall promptly pay all such Taxes if at any time the
Demised Premises or any part thereof shall then be immediately subject to forfeiture, or if
Landlord shall be subject to any criminal liability arising out of the non-payment thereof.
Tenant will indemnify and hold Landlord harniless fran and against any clairns, costs, losses
and the like arising out of or in connection with any tax contest by Tenant. If Tenant fails to
initiate or prosecute such proceedings, Landlord may take such action at Landlord's cost, and
subject to the same obligations and requirements as are applicable w Tenant under the
faregoing provisions for any such proceedings undertaken by Tenant.
Section 8. Conditions to TenanYs Obli€�ations. The obligations of Tenant under this
Lease shall also be exp�essly subject to and conditioned upon the rxcipt by Tenant of all
necessary business lieenses and permits or other governmental authorizations (collectively, thc
"PermiCs") necessary for the operation of the Convenience Store Uses (the "Perinits Condition'�.
The requisite Pcrnoits will inelude, without limitation, all signage, health, sales tax, alcoholic
beverage sales and other licenses, permits and approvals deemed necessary by Tenant in
cosnection with Tenant's intended operation of the Dearised Premises for the Convenience Store
Uses. Tenant agre.es to complete and submit applications for all such Permits within thirty (30)
days after receipt of all Development Approvals requaite to commencing construcrion of ihe
Improvements, or at any later time mandated by Weld County or commonly applicable under
business practices prevailing in Weld County, and to thereafter use diligent efforts, by TenanYs
exercise of its ordinary business judgment, to obtain such Permits in an expedidous manner.
Notwithstanding the foregoing, Tenant at its election may terminate this I.ease upon.written
noiice to Landlord in the event Tenant has not received all of its Permits within the Entitlements
Period, as it may be extended under Section 2(d) above; pmvided, however, Tenant miat do so
by written norice to Lazdlord within two (2) business days after the last day of the Entidements
Period or any extension ihereof, Upon any such termination of this Lease, any applicable Rents
w�11 be apportioned to the date such teimmation nodce is given, and the parties will be released
from all further obligations and duries under this Lease Qiereafter arising.
Section 9. Constnxction of Imvrovements.
(a) Tenant, at its sole expense, shall construct the Facilities and any other
Improvcmcnts. All Facilities and lmprovements shall be constructcd by Tenant in compliance
�.,
with all then applicable building codes and ordinances and in material conformity with the final
Concept Plans approved pursuant to the following provisims.
(i) A schematic site plan and conceptaal elevations for the Facilities (the
"Concept Plans'� shall be subject to Landlord's approval, which approval shall not be
tureasonably wittil�eld or conditioned. Landlord's approval will be deemed given ualess
Landlord gives Tenant written notice disapproving the Concept Plans within the Plan Review
Paiod (defined below). If Landlord disappmves of the (bncept Plans, Landlord shall prwide
Tenazrt in writing the specific reasons for snch disapproval. The parties shall then work together
to thereafter agree in writing on the Concept Plans. Acry material change to Concept Plans
agproved by Landlord shall require Landlord's prior written approval, which approval shall not
be unreasonably withheld or conditioned. Landtord agrees to respond to any request for
agpraval of material changes in the Concept Pimms (with reasons for any disapproval to be
specified in writing) within the Plan Review Period, and if Laadlord fails to respond to any
request by Tenant for such approval within the Plan Review Period, such changes shall be
deemed to be approved by Landlord; further provided, however, if such material changes are
required by the applicable governmental authority in order for Tenant to receive its Development
Approvals or Permits, Landiord's approval of such material changes shall not be required.
(ii) In azry case where Landlord has validly objected to the Concept Plans, as
irritially presented or modified, then Tenent mary give notice under Secdon 2(a)(u) above
taminating this I.ease for a failure of the Entitlements Condition if Tenant determines that the
puties will not be able to reach agreement resolving Landlard's objections. If the Lease is so
tamiaated for a failure of I,andlord's required approval of the Concept Plans, then the
tamioation payments under Section 2(c) will not be owing, and any extension payments
theretofots made �mder Section 2(d) will be refunded to Tenan� Prior to th� commencement of
construction of the initial Facilities, Tenant shall demonstrate to Landlord, by presenting bank
seatement(s) or other evidence, that Tenant then has cash resources available at Least eqnal to
1l0°i6 of Tenant's budgcted construction costs for the initiel Faeilities. The "Plan Review
Period" shall mean the period of five (� business days ater Laadlord's receipt of the proposed
Concept Plans or material changes thereto, as the case may be, provided that if upon roceipt,
David Osbom (s principal of Landlord) is traveling and temporarily away from his offices for
busiYess or personal reasons, then the Plan Review Period shall be ten (10) business days after
such receipt by Landlord.
_
(b) Tenant shall diligently work to complete the Facilities within six (6) months
after the Rent Commencement Date, subject to delays caused by Force Majeure events. In
coffiection wit6 constraction, Force Majeure events will specifically include, without
limitatioq any failure of govemmental authorities to issue any remaining Development
Approvals or Permits requisite to construction or completion; the discovery of conditions on or
in the Demised Premis�s that obstruct ar impede cons�uction (e.g., adverse soils conditions,
environmental contamination, or legally protected species habitat or burial sites); or any failure
of p�rformance by any architects, engineers, genecal contractors, or other contractors,
subconhactors, suppliers or materialmen engaged by, through or under Tenant.
(c) Tenant shall conshuct the initial Facilities from its own equity resourc�s. Tenant
repmesents to Landlord ihat TenanYs 5nancial statements and informarion heretofore pmvided
���
by ?enant to Landlord are accurate and complete in all matcrial respects and fairly present the
financial condition of Tenant as of the dates thereof and for the periods covered thereby, as
appkcable.
(d} Not later than ten (10) days prior to the commencement af construction of the
Fac�lities, Tenant shall pravide Landlord with the name of Tenant's general contracWr, and
allow Landlord to post the Demised Premises for non-liability for mechanic's liens in
compliance with Colorado law. During construction, Tenant shall allow Landlord to keep such
non-liability notice conspicuously posted. Tenant shall mt seek any mortgage financing for its
Improvements until the initial Facilities aze completed or a Certificate of Occupancy has been
issued by Weld County. If Landlord ever intends, in good faith, to either sell or mortgage the
Demised Premises to or with a third-pady purchaser or mortgagee, Tenant agrees, within ten
(10) business days after a demand notice from Landord, to fiunish Landlord with such
financial statements of Tenant that Landlord may specify in masonable detail and that have
been preparcd by or on behalf of Tenant for the iwo (2) yeazs preceding (provided that Tenant
shall not be required to fi�rnish financial statements in ffiy case where the proposed pwchaser
or mortgagee is a business competitor of Tenant, as reasonably determined by Tenant).
Laadlord agrees to keep such information confidential, and share it only in relation to the
proposai transaction witi� its accountants, attomeys, b�nks, and the prospective third party
pucohaser or mortgagee, as applicable, of the Demised Premises, whom Landlord shall also
bird to confidentiality and not suffer them to makc fiuther disclosur�s of such information to
any other party. Following completion of the constructinn of the initial Facilities, Tenant shall
fumish Landlord with copies of final mxhanics' lien releases that Tenant's general contractor
submits to Tenant.
(e) The nnprovements to be initially constructed by Tenant on thc Demised
Premises will be constituted by a building containing approximately 4,500 square feet, together
with gasoline tanks, lines, aad dispensers comprising the gasoline retail sales center (the
"Gasoline Facllities'�, identity and othcr signage, and site improvements and other facilities
serving or associated with the permitted uses for the Demised Premises (the initial
im�x�ovements and facilities developed by Tenant being somctimes refeired to herein as the
"Facilities'�. The parties specifically aclmowledge that there are existing building and site
improv�ements on the Demised Premises, and that in connection with the development of the
initial Facilities, Tenant at its election may either (i) preserve, in whole or in part, and alter and
remode� thuse existing improvements, or (ii) demolish thosc ac�sting improvements (only after
fust obtaining all Development Approvals) and proceed with the Facilities as a whole new
devolopment; Tenant may pursue Development Approvals accordingly depending on the
elecrion that Tenant makes. The Faciliries and other improvements located from time to dme
on the Demised Premises are sometimes referred to herein as ihe "Improvements."
Section 10. Rgpairs and Alterations to Impmvements.
(a) Tenant shall, at all times during the term of this Lease, and at its own cost and
expense> keep and maintain or cause to be kept or maintained all buildings and improvements at
any time erected on the Detnised Premises in a good condition and repair, ordinary wear and
tear excepted, that is msterially consistent with the Cmvenience Store Standard as app�licable.
ihiless expressly provided htrein, Landlord shall not be required to furnish any services or
�.,
facilities or to make any improvements, repairs or alteratians in or to the Demised Premises
dw�ing the term of this Lease.
(b) Tenant may, at its own cost and expecse, at any time and from time bo time,
alter, add tq change, demolish, remove and replace any of the buildings and improvements on
the Demised Premises as Tenant may deem desirable, provided that (i} any such demolition,
alterations, changes, additions or replacements shall be in compGance with all applicable
building codes and ordinances, (ii) any such alterations, changes or additions that do not require
Landlord's approval hereunder shall not materially and substantially reduce the value of the
exterior Improvements conshvcted by Tenant, and (ui) in the event of any such demolition or
removal of all or substantially ell of the Improvements on the Demised Premises (and not due to
a casuelty or condemnation), Tenant shall provide Lanllord with adequate security (reasonably
covering projected replacement costs) for the subsequent replacement prior to demolition of the
existiqg Improvements. The same shall be replaced with improvements of at least equal value
to the Improveme.nts so demolished or removed. Any alteretions or improvements after
Tenant's initial construction of the Demised Premises shall require Landlord's prior written
appnuval (which approval shall not be unreasonably withheld, condifioned or delayed) if such
alterations or improvements (x) aze to the exterior of Tenant's building and in any one instance
entail a cost exceoding $100,000.00, or (y) w�ould affect tfie structural integrity of Tenant's
building (except fot structural changes involved in an expansion), or entail the demolition of the
building. Any alterations or improvements that do not satisfy the criteria set forth above shall
not be subject to Landlord's prior approval. The fongoing threshold amount of 5100,000.00
shall be inereased as and when the Basic Rent increas� hereunder, and on the same basis (i.e.,
10% compounded increases every five (5) years). The foregoing provisioas of this Section
10(b) shall not, however, apply to or limit any mainicnance, reQairs, replacements or work in
the ordinary course of Tenant's business for purposes of keeping or bringing the Improvements
i�to good condition and repair, or of complying with applicable laws and regularions.
Section 11. Ownershiv of Improvement�.
(a) Urnil the cxpiration or sooner termination of this Lease, title to any buildi.ng or
baildings or improvements situate or erocted on or under the Demised Premises, the building
equipment, the Gasoline Facilities and equipment and other items installed therein and thereon,
and any alteration, change or addition thereto shall renain solely in Tenant; and Tenant alone
shall be.entitled to deduct all depreciadon on Tenant's.income tax retums for any such building
or buildings, building equipment, Gasoline Faciliries and aquipment and/or othec items,
improvements, additions, changes or alterations (and such depreciation and other nnn-cash
expenses shall not constitutc any foan of Additionai Rent payable by Tenant). Upon the
eapiration or sooner termination of thc term of this Lease, title to the Facilities and
Impmvements, includiAg all buildings, improvements, Gasoliae Facilities (except as heeeinafter
provided), equipment and fixtures (except for Twant's personal property and trade fixtures as
more fully discussed below) situate or erected on or uider the Demised Premises shall vest in
and become the fiill and absolute property of Landlord Tenant free and clear of all liens of any
leasehold intecests and without any compensarion to Tenan�
(b) Upon the cxpiration or sooner termination of the term of this I,ease, Tenant shall
quit and surrender to Landlord the Demised Prcmises, including the Improvements, Gasoline
Facilities, and all other buildings, improvements and fi:tures then located thereon; provided,
however, Tenant shall be permitted to remove TenanYs personal property and trade fixtures
(wtdch shall be and remain Tenant's property) within three (3) busin�ss days after surrender,
and shall repair any damage W the Demised Premises and the Improvements caused by such
removal. It is expressly agreed that the gas dispensers incarporated within the Gasoline
Faalities constitute part of Tenant's trade fixtures and may ai Tenant's election be removed and
retained as TenanYs property. Upon Tcnant's surrender of the Demised Premises, Tenant shall
deliver possession of the Demised Premises in broom clean and safe condition, ordinary w�ear
and tear, and damage caused by Landlord excepted. Tenant shall deliver to Landlord all keys to
the Demised Premises within ttuee (3) business days ater Tenant's surrender of the Demised
Premises. Notwithstand'mg anything to the contrary coitained horein, Landlord shall have the
right, in I,andlord's sole discretion, to require that Tenant remove all Gasoline Facilities, so
long as written nodce of such election is given to Tenant not later thaa sixty (60) days after the
expiration or sooner terrnination of the term of this Lease; provided, however, that if Landlord
gives such notice after the expiration or termination of this Lease, Tenant shall not have the
removal obligation if the (iasoline Faciliries httve been operated to any extent by Landbrd or
any party. This condition prohibiting such operations by Landlord or another party shall not
apply, however, to minor testing of the Gasoline Facilities by Laadlord to ascertain whether
th�y are operable and in a condition that conforms with applicabl� laws, so long as (i) Landlord
gives Tenant at least five (5) business days' prior nodce of tho testing so Tenant or its
representative(s) may be present, and (ii) Landlord confers reasonably with Tenant on the scope
and nature of the testing and implements the testing accordingly. Minor testing conducted in
acrordance with the foregoing will not impair Landl�d's election to reqnire removal of the
Gasoline Facilities. If Landlord so elects, Tenant shall remove all Gasoline Facilities in strict
compliance with applicable laws upon the expiration or termination of this Lease and pravide
Landlord with all appropriate documenta2ion in accordffice with existing laws and regulations.
(c) Tenant shall also, upon expiration or earlier termination of this Lease, end at
Tenant's sole expense, comply with all requirements of the appropriate governmental
aothorities regarding any conditions resulting from TenanYs operation of the Gasoline
Facilities, except to the extent such requirements are for removal of the Gasoline Facilities and
removal is not requi�d under the foregoing provisions ("Tenant Remedial Measures").
Landlord agrees to permit Tenant, its employees, agents, consultants, and contractors, to enter
onto the Demised Premises after expiration or termination of this Lease to the eyctent necessary
to satisfy Tenant's obligations under this Section 11(c) or Section 11(b) abova Upon
conclusion of the Tenant Remedial Meas�ues, to the extent affected by the performance of the
Tenant Remedial Measures, Tenant shall reswre the Demised Premises W the condition
substantially similar to that condition existing prior to the perforiaance of the Tenant Remedial
Measures, including, but not limited to, the refilling of any excavation performed in the course
of the Tenant Remedial Measures.
Section 1. Mechanic's and Materialmen's Lieas. Tenant shall have no right, suthority
or power to bind Landlord or eny interest of Landlord in the Demised Premises for any claim for
labor or for material or for any other charge or expcnse incurred in constructing any
Iffiprovements or pafonning any alteration, renovation, repair, refurbishment or other work with
regard thereto, nor to render Landlord's interest in the Demisod Premises liable for any lien or
right of lien for any labor, materials or other charge or expense incurred in connection therewith.
Tensnt shall not be considered the agent of Landlord in the constcuction, erecti�n or operabion of
�y Improvements. If any liens or claims for labor or matierials supplied or claimed ta have been
supplied to the Demised Premises by, through or under Tenant are filed, Tenant shall diligendy
pursie the release or discharge thereof. Landlord may roquest that Tenant cause such lien(s) to
be roleased or properly bonded within sixty (60) days aRer Tenant's receipt of written request
lherefor. In the event thai Tenant has not secured a releasc of such lien(s) or has not posted an
appropriate bond to release such lien(s) within such sixty (60)-day period, thcn Landlord sha11 be
entided to post a bond W release such lien(s) at�d the actual out-of-pocket costs incurred by
Landlord in connection therewith shall be deemed as Additional Rent and payable to Landlord
npon thirty (30) days' prior written notice.
Section 13. Reauirements of Public Authoritv.
(a) During the term of this Lease, Tenant shall, at its own cost and expense,
prompfly observe and comply with all present and future laws, ordinances, requirements,
orde�s, direcflves, mles and regulations of the federal, siate, and county governments and of all
other gnvernmental authorities affecting Tenant's use and occupation of the Demised Pnemises
or appurtenances thereto or any part thereof, whether the same are in force at tbe Rent
Commencement Date or may in the future be passed, enacted or directed, and Tenant shall pay
all costs, expenses, liabilities, losses, damages, fines, pa�alties, claims and demends that may in
arry manner arise out of or be imposed because of the failwe of Tenent to comply with the
covenants of this Section 13.
(b) Tenant shall have the right to contest by appropriate legal proceedings diligently
conductcd in good faith, in the name of Tenant or Landlord (as legally require�), or both (if
legally required), withont out-of-pocket cost or expense to Lan�ord, the validity or application
of any law, ordinance, n�le, regulation or requirement of the nahu�e referred to in Sectim 13(a)
above, and if complianoe therewith may legally be delayed pending the prosecution of any such
procceding, Tenant may delay such compliance therewith until the Pmal determination of such
Proceeding.
(c) In Landlord's reasonable discretion and after Tenant's prior written request,
Landlord may agree to execute and deliver any appropriate papers or other instruments which
may be necessary or proper to permit Tenant so to contest the validity or application of any
snch law,. ordinance, order, dir.octive, rule, regulatlon or requir�ment and to fully cooperate with
Tenant in such contest It is agreed to by the parties hereto ti�at it shall be reasonable for
Landlord to refuse w execute and deliver any papers or other instruments necessary to assist
Tenant in accordance with this Section 13 if Landlord determines, in its reasonable discretion,
that doing so would not be in the best interests of Lanciord's rights and interests in the Demised
Premises.
Section 14. Hazardous Matcrials. In connect�n with the Gasoline Facilities, Tenant
shall take all measures available to Tenarn during the term of this I.ease for purposes of bcing
eligible for compensation from the Colondo petroleum storage tank fund established pursuant bo
C.RS. § 8-20.5-101, et s�. (the "Tank Fund Statute'� in the event of any release of gasoline
from the Gasoline Facilities prior to the expirarion or termination of this Lease. (A "release" is
d�ned by the Tank Fund Statute to include any spilling, leaking, emitting, discharging,
csca�ing, leaching or disposing of a regulated substance from an underground storage tank, and
iegulatcd substances are defined to include petroleum.) With respect to any such release, Tenant
agrees, at its cxpense, to comply with all requirements of the appropriate governII►ental
autborities. Tenant shall indemnify Landlord against any claims, causes of action, liabilities, or
damages incwred or suffered by Landlord in connection with any such release from the Gasoline
Facilities occuaing prior to the expiration or termination of this Lcase, or any removal and
lisposal by Tenant of the Gasoline Facilides in connection with such expiration or termination,
bgether with all costs and e�cpenses, including reasonable attomeys' fecs, incurred by Landlord
m connection therewith. Notwithstanding any provision of this Lease to the contrary, no
termination of this Lease shall terminate Tenant's obligations and responsibilities pursuant to this
Section 14 accruing prior to the termination. Conversely, to the extent any Gasoline Facilities
are Left in place following the expiration or termination of this Lease pursuant to Section 11, then
Landlord shall be responsible for any release oceurring thereafter with respect to those remaining
Gasoliru Facilities, and shall defend and indemnify Tenant and save Tenant hazmless from and
against any claims, causes of action, liabilities or damages, together with related costs and
expenses, including reasonable attorneys' fees, that Tenant may suffer or incur in connection
with any such releasc for which L,andlord is responsibl� In that regard, upon the expiration or
termination of this Lease, Landlord shall make such applications and submissions to the State of
Colorado as may be necessary or appropriato to have Landlord replace Tenant in all respects as
the registered party under Colorado law with respect to the Gasoline Faciliries that remain on the
Demised Premises, and specifically, without limitation, any underground storage tanks
constituting part of the Gesoline Facilities. Tenant may conduct environmental audits during the
Due Diligence Period and proximate to the end of the term of this I,e,ase in order to establish a
baselino record of existing conditions at each junchue. Tenant shall promptly provide copies of
any suci� environmental audits to Landlord in accordance with Section 2(a)(i) above.
Secti 5. Acc�ss to Demised Premises.
(a) Landlord or Landlord's agents and designees shall have the right, but not the
obligation, to enter upon the Demised Premises at all reasonable times after reasonable notice to
Tenant to examine same and to exhibit the Demised Premises to prospective purchasers and
prospective tenants, but in the latter case only during the last three (3) months of the term of
this Lease or any extension thereof. Notwithstanding anything contained in the foregoing
sentence to the contrary, Landlord shall have the right to market the Demised Premises to
grospeetive purchasers and prospecdve tenants during any time Tenant is in default under this
Lease (subject to TenanYs interests under this L.ease so long as they remain in effect). In
connection with any such eatry, Landlord will not cause or suffer any interference with the
condnct of Tenant's business on or use or enjoyment a�the Demised Premises.
(b) Landlord, Landlord's agents, employees, contractors and desigiiated
representatives, and the holders of any mortgages or deeds of trust on the Demised Premises
shall have the right to entcr the Demised Premises at �y time in the case of an emergency.
(c) Prior to the Rent Commencement Date, Tenant and its agents, representatives
and contractors, and others acting by or through therr; shall have the right to enter the Demised
Premises to conduct activities associated with the Due Diligence Condition, Entidements
Condition and Pemuts Condition.
l912K.7
Section Assie6nment �ubletting and Subordination.
(a) Tenant shall not assign this Lease or sublet more than seventy-five percent
{75%) of the interior portion of Improvements located on the Demiscd Premises to any
unaffiliated third party w�ithout the prior writt�a consent of Landlord. Landlord may not
withhold its consent to such an assigcuc�ent if (i) Tenant �otifies Landlord of any sueh proposed
assignment, (ii) the assignment document is executed by the assi�ee and provides for the
assumprion by the assignee of all of Tenant's duties and obligations hereunder accruing after
the assignment, including responsibility for payment of such acctuing Rent, (iii) a copy of the
executed assigntnent document with the signatures of the assignor and the assignee is furnished
to Landlord as a condition subsequent to the consent, and (iv) the assignee or a continuing
gusrantnr of assignee's dudes and obligations under tfie Lease has a net worth of at least
$5,000,000.00 (determined either in accordance with generally accepted accounting priaciples
or by reference to then cim�ent asset values, as reasonably determined by Landlord's thcn acting
certified public accountant) and at least five (5) years' operating experience in the type of
b�ainess to be conducted by the assignee. The foregoi� $5,000,000.00 net worth requirement
shall be increased at the same times and in the same proportions that Basic Rent increases
haeunder. In the case of a sublease exceeding the aforesaid 75% threshold, Landlord's consent
may be withheld only if the proposed subtenant, or its owners, principals or maoagerial
personnel, do not have sufficient net worth or operating experience to conduct the subtenant's
day-to-day business in the Demised Premises, as reasonably determined by Landlord
(acknawledging that standerds for a permitted sublease will be substantially less rigorous than
tbse for a permitted assigr►ment, in light of Tenant's continuing liability under this Lease in the
case of a sublease). Landlord agrees to give reasonable deference to Tenant's evaluation of the
wherewithal of any proposed subtenant, provided Tenant fumiShes to Landlord copies of all
information and documentation on which Tecrant bas�d its docision to sublease the Demised
Premises to such subbenant Upon any permitted assigpment under the foregoing provisions of
this Sxtion (a), Tenant will bc released from all furtha obligations and duties under this Lease
arising after thc date of the assignment. Without Landlord's written consent, Tenant may also
assign the Lease or sublet the entirety of the Demised Premises to any affiliate of Tenant Upon
such an assignment, Tenant shall be released from liatzility for all further obligations and duties
iuder this Lease arisusg after the date of the assignment, but only if the affiliate assignee has
financial capacity (A) materially commensurate wif► that of Tenant at the time, or (B)
otherwise adequate for the business operations oa the Demised Premises, whichever is greater.
Landlord shal� promptly provide written wnfumat�n of such release upon request: For
purposes of tlris Lease, affiliates of Tenant wi11 include any firm, person, corporation,
parinership, limited liability company ar other enrity which by virtue of direct or indirect
ownership interesis or operating or managerial authority is wntrolled by, controls or is under
common control with Tenant.
(b} No Subordination. Landlord shall not be required to subordinaie its ownership
and Laadlord's i�erests in the Demised Premises W any mortgage/deed of trust financing
subsequently obtained by Tenant, and any such financing will encumber only Tenant's
leasehold interests in the Demised Premises and TenanYs ownership interest in the
Improvements and shall be expressly made subject to the terms of this Lease.
�,
(c) The provisions of this Section 16 shall not apply to, and Landlord's approval
shall not be required for, the transfer of stock in connection with a merger or consolidation of
Tenant and another corporatioa or entity, or an assignment of this Lease in connection with a
sale of all or substantially all of Tonant's assets, provided that Tenant's successor or assi�ee
shall, as a result of such reorganization or by assumptioa, be legally bound to pay rental and all
of the charges due hereunder and to perform sIl of the terms, covenants and provisions to be
performed by Tenant arising after such roorganization ot assignmenx This Section 16 shall also
not apply and Landlord's consent shall not be required in the event Tenant ot%rs its shares to
the public pursuant to a registered securities offering or private placement or any other transfer
of stock which otherwise does not significantly alter the cnanagement of Tenant.
(d) Notwithseanding any other provision to the contrary set forth in tlus Lease, a
transfer of stock among the current stockholders of Tenant and their immediate families
(i.e., sp�uses, parents, brothers, sisters, nieces, nephews, children, grandchildren or any spouse
of any such parent, brother, sister, child or grandchild), any transfer of stock or assignment of
this Lease to a family tnst or family partnership or otherwise for estate planning purposes (and
the related family beneficiaries may be of broader scope than the immediate family members
described above), a transfer of stock by w+ill or devise, or a transfer of stock to any employee,
ofiicer or director of Teaant, shall not constitute an assigiunent for the purposes of this Lease
and shall not requite Landlord's consent so long as at the time David Carpcnter owns a majority
of the voting ownership interests in Tenant or remains in managerial control of Tenant, or in the
case of the death of David Carpenter, provision is made for other adequate management of
Tenant.
(e) Landlord's consent shall not be required for any subletting at any time of lcss
than twenty-five percent (25%) of the interior portion o�f Improvements located on the Demised
Premises. For sublettings of more than twenty-five percent (25%), Landlord's consent may bc
withheld only if the proposed subtenant, or its owners, principals or managerial persoimel, do
not have sufficient net worth or operating experience to conduct th'e subtenant's day�to-day
business in the subjcet portion of the Demised Premises, as reasonably determined by Landlord
(acknowledging that given the partial nature of the �btenant's occupancy, the requisite net
worth and operating experience will be significantly less than those requisite to a permitted
subletting under Section 16(a) above). Landlord �rees to �ve reasonable defennce to
Tenant's evaluation of the wherewithal of any proposed subtenant, ptovided Tenant fumishes to
Landlord eopies of all information and documentation on which T�nant based its decision to
sublease the Demised Ptemises to such subtenant.
Section 17. Assignment bv Landlord. In the event of a sale and conveyance of
Landlord's ownership interests in the Demised Premises, and a coaesponding assignment by
Landlord of its interest in this Lease, to a person or other entity that is solvent at the rime of such
saie or assignment and �xxpressly assumes Landlord's dnties aad obligations under this Lease for
ihe express benefit of Tenant, Landlord shall thereby be released from any liability hereunder
which thereafter accrues, and Tenant agrees to look solely to and shall have recourse against
such successor in interest of Landlord for perfotmanee of such subsequenfly accruing
obiigations.
�
Section 18. Si�s• Tenant shall have the right to install, maintain and replace in, on, or
aver its building, canopies and windows, or in any part thereof, or elsewhere in or on the
Demised Premises, such signs and advertising matter as Tenant may determine are necessary for
conducting the business of Tenant on the Demised Premises; provided, however, all Tenant's
signage a�►d advertising sttall strictly comply with the requirements aad approvals of the Weld
County Building and Sign Codes. In addidon, Tenant shall comply with any applicable
rec�uirements of govemmental authorities having jurisdiction and shall obtain any necessary
peanits for such purposes. Tenant shall pay all costs o�' causing its signs to be erected and
mantained. Upon expiration or earlier tecmination of tfiis Lease, Tenant shall remove such
sig�age and repair any damage to the Improvements resulting from the installadon or removal of
TenanYs signage.
Secti 9. Indemni .
(a) Tenant shall indemnify and save Landlord harmless from and against any and all
clauns, suits, actions, proceedings, liability, damages, penalties or judgments arising &om
injary to person or property, including death, sustained by anyone in and about the Demised
Premises resulting from any act or omission of Tenant or TenanYs agents, servants, employees
or eonhactors that constitutes any negligence, willful misconduct or breach of this Lease or
other legal duty by Tenant. Tenant shall, at its own cost and expense, defend any and all suits
a actians (just or unjust) which may be brought against Landlord or in which Landlord may be
inpleaded with others upon any such above mentioned matter or claim, except as may result
Erocn the acts set forth in Section 19(b) below.
(b) Landlord shall indemnify and save Tenant harmless from and against any and all
daims, suits, actions, tuoceedings, liability, damages, penalties or judgments arising from
injury to person or property, including death, sustained by anyone in and about the Demised
Premises resulting &om any gross negligence or breach of this Lease or other legal duty of
Landlord or Landlord's agents, servants, employees or contractors. Landlord shatl, at its own
oost and expense, deferd any and all suits or actions (just or unjust) which may be 6rought
against Tenant or in which Tenant may be impleaded with others upon any such above-
mentioned matter or claim, except as may result from the acts set forth in Section 19(a) above.
Section 20. Insurance•
_ _.
(a) Tenant shall provide at its expense, and keep in force during the temz of this
Lease, comprehensive commercial general liability insurance, including contractual liability, in
a good and solvent insnrance company or companies with an A.M. Best rating of at least A-MI
sr better (or a comparable standazd prevailing from fine to time in the insurance markets),
�censed to do business n the State of Colorado, selected by Tenant, and reasonably sati�actory
t� the holder of any Leasehold Mortgage (as hereinafter defined) placed by Tenant on the
Demised Premises, in the ag�egate amount of at least Five Million and 00/100 Dollars
($5,000,0Q0.00) with respect to bodily injury or death to any one person per occurrence end
One Million Dollars airl 00/100 Dollars ($1,000,000.64) with respect to damage to property,
subject to such deductibles and risk retention as Tenant may establish in the ordinary couise of
bvsiness. Landlord shall be named as an additional imured. The aforesaid 1'units may be met
tlaough a combination of Tenant's primary coverage aad umbrella and/or excess coverage, or a
%,�, 19 •
captive insurance program, and Tenant shall provide at its expense, and keep in force during the
tetm of this Lease, workers compensation insurance as to Tenant's employees in such atnounts
as is roquired by law.
(b) Daring the term of this Lease, Tenant sl�ll keep all buildings and improvements
enected by Tenant on the Demised Premises at any time insured for the benefit of L,andlord,
3'enant and any Leasehold Mortgagee, as their respective interests may appear, against loss or
daznage by fire and customary excended coverage in a minimum amount equal to one hundred
percent (100%) of the nplacccment value of such buil�ngs and improvements. subject to such
deductibles as Tenant may establish in the ordinary cottse of business. All proceeds payable at
any time and from time to time by any insurance company under such policies shall be payable
to the Leasehold Mortgagee, if any, or to Tenant, and Landlord shall not be entitled to, and shall
have no interest in, such proceeds or any part thereof. Any pmceeds paid directly to Tenant
shall be held by Tenant for the puipose of paying the expenses of complying with its
obligations undex this I.ease. Landlord shall, at Ten�Ys cost and expense (with no out-of-
pocket cost to Landlord), cooperate in good faith wib Tenant in order to obtain the largest
possible recovery and eacecute any and all consents and other instruments and take all other
actions necessary or desirable in order to effectuate the same and to cause such proceeds to be
paid as provided herein.
(c) All insurance policies shall ptovide that they may not cancel Tenant without
tlrirty (30) days' prior written notice to Lsndlord, to the eutent such provision is available from
i'enant's insurance carrier (provided that such provision specifically will not apply to workers
compensation insurance). Tenant shall promptty furnis� Landlord with copies of the applicable
insurance policies in cannection with the Rent Commencement Date and the renewal date for
each policy, and will not permit any lapses in coverage.
Section 21. Waiver of Subr�,aUon• All insurance policies carried by either party
co�ering the Demised Premises, including, but not limited to, contents, fire and casualty
instirance, shall expressly waiv� any right on the part of the iasurer against the other party. As to
an� loss or damagc which may occur upon the property of a party hereto and be covered (or
required by the terms of this Lease to be covered) undsr any insurance policy(ies), such party
hereby releases the other from any amount of liability for such loss or damage. Such release shall
iiclude a release of liabitity for the fnll amount of any deductible maintained by a party under its
iasurance policy.
Section 22. Destruction. In the event that, at any time during the term of this Lease, the
buildings and improvements on the Demiscd Premises shall be destroyed or damaged in whole or
u part by fire or other cause within the extended coveragc of the fire insurance policies carried
by Tenant in accordance with this Lease, there shall be no abatement of Rent hereunder (except
as provided below), unless the damage is cauged by Landlord's gross negligence or willful
misconduct (in which case Rent shall be abated until Tenant completes restoration and resumes
business operations in the Demised Premises). To the extent of the net pmceeds received by
Tenant plus any daductible maintained by Tenant, Tenant shall caase the same to be repaired,
replaced or rebuilt (with such changes in the design, type or character of the building and
inprovements as Tenant may deem desirable) within nine (9) months after receipt by Tenant of
snch insurance proceeds, subject to Force Majeure dela7s. All such repairs and restoration shall
�.,
be perfoRned in a commercially reasonable manner and 'n accordance with all applicable laws.
Natwithstanding the foregoing provisions to the contrary, in the event the buildings and
improvements on the Demised Premises are destroyed oc damaged at any time during the last
two (2) years of the initial term of this Lease or any extension period, then at Tenant's election,
�) this Lcase shall terminate as of the occnrrence of the casualty upon Tenant �ving Landlord
notice thereof (such notice to be given no later than thirty (30) days after the occurrence of the
casualty� in which event Tcnant shall pay to Landlord the insuraace proceeds collected in
connection with such damage and d�ction and which are attributable to the buildings and
other improvements on the Demised Premises, less any reasonable amounts expended by Tenant
w collect such insurance pzoceeds and less any reasonable amounts expended by Tenant to place
t�e Demised Premises in a safe condition followiag such damage (which may include demolition
of tie Improvemcnts), or (ii) Tenant shall cause the sazne to be repaired, replaced and rebuilt in
accordanec with the terms and conditions contained in this Section 22. All Rent obligarions of
T�ant shall also be apportioned to the date of ternunatios, and upon termination the parties shall
be released from all further obligations and duties hereiuder arising after termination, except for
ihose accrued obligations and duties which by their terms survive termination.
Section 23. Eminent Domain.
(a) As used herein, the term "Taking" shall mean and refer to the event of vesting of
title in a competent authority vested with the power of eminent domain or condemnation
pursuant to any action or proceeding brought by suc� authority in exercise of such powet,
including a voluntary sale to such authority (which map occur only with the written consent of
T�ant, wfiich shall not be unreasonably delayed or wiliheld), either under threat of, or in lieu
of, condemnation or while a condemnation action or proceeding is pending. if, at any time
dtaing the berm of this Lease, there shall be a Taking of all of the Demised Premises, or a
substantial part of the Demised Premises (including access thereto) such that ihe porlion of the
Demised Premises iemaining ai%r such Taking would, in TenanYs reasonable business
pdgment, be impractical for use by Tenant, t6en Tenant at its election may terminate this Lease
ly giving Landlord written notice thereof within thirty (30) days after the occurrence of the
Taking. Upon such a termination, Tenant shall be relieved of its obligations to pay Rent and to
jerform its other covenants hereunder from and after the date of such Taking, and Tenazit shall
surender the remaining portion of the Demised Premises, if any, to Landlord; provided that
such release and surrender shall in no way prejudice or interfere with Tenant's right to an award
foc �ts loss or da�nage as hereiaafter provided. The Rent for the last month of Te�nt's
possession of the Demised Premises shall be prorated to the date of the surrender, and any Rent
paid in advance shall be refunded to Tenant.
(b) In the event of a Taking which dces not result in a termination of this Lease
pnrsuant to this Section 23, the term of this Lease shall not be reduced or affected in any way,
bit the Basic Rent payable hereunder shall be reduced by an amount which bears the same ratio
to the Basic Rent payable 'vnmediately prior to such Taking es the fair market value o� We
D�emised Premises (excluding improvements} after Taking bears to the fair mazket value of the
pemised Premises (excluding improvements) immediately prior to the Taldng (such fair m�rket
values to be determined pursuant to Section 41 hereot} The award for any partial Taking shall
be allocated between Landlord and Tenant as described in Section 23(c) below; provided,
however, if Tenant elects to restore, replace or recoasUruct any improvemcnts which a� the
�.�
subject of or damaged or affected because of any 'I'aking, Landlord shall deliver to Tenaat its
share of the award attributable to such improvements to t6e extent Tenant's award attributable
b such improvements is not sufficient to pay for the cost of restoration, replacement and
rcconstruction.
(c) In the event of aay Taking of all or any portion of the Demised Premises,
Landlord shall be entitled to an award based on the Tating of or injury to the fee simple estate
in the Demised Premises as encumbered by this Lease and subject to TenanYs interests in the
Demised Premises and Improvemenis, and Tenant shall be entitled to sn award based on any
luss or reduction of or damage to its leasehold estate, lass of or damage to any building or other
ir�aprovements constructed or placed on the Demised Ptemises, loss or interruption of business
and the cost of any alkrations or re5Koration resulting from any such Taking. Any single award
or settlement shall be allocated between the parties in a�cordance with the foregoing. Landlord
and Tenant shall together make one claim for an av�ard for their combined interests in the
Demised Premises; and, to the extent possible, the parties shall cooperate to maximize that
arvard. .
(d) Landlord and Tenant shall each have the right to make individual claims in the
applicable condemnatiom action (including by supplemental proceedings) in furtherance of their
respective interests in any combined award when it 's made. However, if the court fails or
refi�es to grant separate awards to Landlord and Tenant upon a Taking of all or any poation of
the Demised Pcemiscs, Landlord and Tenant agree that the detern►ination of such allocation
siall be made in accordance with the appraisal procedures in Section 41 below, applied to
deternune tbe mazket values of Landlord's and Tenant's respective interests under Section 23(c)
above, and with the actual award to be apportioned based on those relative values.
Section 24. Utility Easements. Tenant shall �ave the right to enter into reasoaable
agreements with utility suppliets creating easements in favor of such suppliers, i�luding,
without lunitation, suppiiers of gas, electricity, telephone, telecommunicaHons, internet and fiber
�ptic services, water and sewer, as aze required n order to service the buildings and
imQrovements on the Dtmised Premises, and any other easements reasonably necessary for the
development of the Facilities. To the extent set farth in die standard easement forms of the
�plicable utility suppliers, any sach easements shall require the utility supplier to restore the
easement area following any construction or repair wark and such easements shall reserve the
rights of the owner.of the Demised Premises to relocate such utility lines fxom. time to time at
such owner's expense (provided, however, the foregoiLg shall not operate to permit Landlord to
so relocate any such utility lines during the term of this Lease). Landlord covenants and agrees
tn consent to such easements and to execute any and all documents, agreements and instruments,
ac�[i to take all other actions reasoc�ably required in order to effectuate the same, all at Tenant's
cost aad expense.
Section 25. Leasehold Mort¢aaes.
(a) Notwithstanding any other provision hereof to the contrary, Tenant shall havc
thc right, following the Rent Commencemcnt Date and after issuance of a final certificate of
occupancy from Weld County for the Facilitics, to canvey or encwnber, by mortgage, deed of
trust or similaz financing instrument, Tenant's leasel�old estate in the Demised Premises and
on�mership interests in the Improvement�, or any part thereof (each such leasehold mortgage,
decd of trust or other financing instrument being herein refernd to as a"Leasehold Mortgagee"
and the holder thereof as a"Leasehold Mortgagee'�. The execution and delivery of a
Leasehold Mortgage shall not, ia and of itself, be deemed to constitute an assignment or
transfer of this Lease, nor shall the Leasehold Mortgagee, as such, be dcemed an assigaee or
tcansferee of this Lease so as to require such Leasehold Mortgagee to assume the perfocmance
af any of the covenants or agreements on the part of Tenent to be performed hereunder. If
Tmant shall enter into any such financing arrangement, it shall deliver to Landlord true and
oomplete copies of the instruments effecting such transaction. Simultaneously with the delivery
t� Landlord of the aforesaid instruments effecting such transaction, Tenairt shall also give
Laadlord notice of the name and address of the party providing such financing.
(b) Tenant agrces that Tenant st�all not encumber its leasehold estate with mae than
one (1) Leasehold Mortgage at one time without the prior written consent of Landlord. With
nespect to any Leasehold Mortgagee or other persoo providing financing es to which Landlord
shall have been given notice, the following shall apply notwithstanding any other provision of
this L,ease to the contrary:
(i) No voluntary termination by Tenant of this Lease shall be effective unless
cotsentcd to in writing by such Leasehold Mortgagee; �d any material amendment or material
modification of this Lease or the exercise by Tenant of any op6on to terminate this Lease
without the written consent of such Leasehold Mortgagee shall be voidable as against such
Leasehold Mortgagee at its option. If any Leasehold Mortgaga shall fail to respond to any
vKitten consent under this Section 25 within thirty (30) days after ihe receipt by such Lessehold
Marttgagee of such written request (which written request shall make specific reference to this
Scction 25), the Leasehold Mortgagee shall be deemed to have granted its consent to such
raquest (unless otherwise provided in the Leasehold Mortgage).
(ii) Landlord shall give any and all notices given to Tenant hereunder
sinulteneously to any such Leasehold Mortgagee at the address of such Leasehold Mortgagee
prwided to Landlord, and no such norice shall be effective as to svch Leasehold Moatgagee
unless and imtil a copy thereof has been given to such Leasehold Mortgagee. In the event
Landlord sends Tenant a nodce of default, from and aRer the time that such norice has been
delivered to such Leasel�ld Mortgagee, such Leasehold Mortgagee shall have a period equal to
the period gianted to Tenant plus, wit6 respect..to mnnetary defaults, . an additional ten (1.0)
business days in which to effect a cure, and with respect to non-monetary defaults only, an
additional thirty (30) days in which to e�ect a cure of any default by Tenant under this Lease.
Landlord shall �ccept performance of any and all of Tenant's obligations hereunder, including
the obligations to pay Rent, from any such Leasehold blortgageo, and the performance of such
obligation by such Leasehold Mortgagee shall be damad to have been a cure effected by Tenant
(1ut without the Leasehold Mortgagee being thereby deemed to have assumed Tenant's
obligations hereunder). Landlord shall not exercise �y remedies for terminating this Lease
because of a Tenant default so long as any cure rights of tbe Leasehold Mortgagee hereunder
remain outstanding. Landlord hereby consents to the entry into the Demised Premises by any
snch L,easelwld Mortgagee for the purpose of effecting the cure of any default by Tenant In the
event of a default by Tenant hereunder, any Leasehold Mortgagee may effect ttbe cure of such
9s2f6.7
default by foreclosing its Leasehold Mortgage, obtaining possession of the Demised Premises,
and performing all of TenanYs obligaaons hereunder.
(iii) If it shall be necessary for any svch Leaschold Mortgagee to obtain
possession of the Demised Premises to effect any such cure of a default by Tenant under this
Lease, then Landlord shall nat commence any ptoceeding or action to terminate the term of ttus
Lease if (A) such Leaselwld Mortgagee shall have infarmed Laadlord within the Leasehold
M�rtgagee's cure period that such I.easehold Mortgagce is proceeding to foreclose its I.easehold
Msrtgage, (B) the Rent shall be paid and all other provisions and reqwrements of this Lease
which aze capable of being observed and performed by the Leas�hold Mortgagee without
obtaining possession of tbe Demised Premises are so ob�rved and timely performed within the
Leasehold Mortgagee's cure periods while any such foreclosure, othet action or other remedy is
being prosecuted by any such Leasehold Mortga�ee and Sor so long thereafter as such Leasehold
Mortgagee shall have obtained possession of the Demised Premises, and (C) such Lcasehold
Mortgagee shall be diligently prosecuting such fareclos�e and attempting to cffect a cure of the
default. In addition, aay cessation of business operations in the Demised Premises shall not
canstitute a def�ult or pamit Landlord to exercise termination rights hereunder as against the
Leasehold Mortgagee (or its designee or foreclosure purchaser) if business operations are
resumed within 90 days aRer the Leasehold Mortgagee (or its designee or foreclosure purchaser)
sicceods to TenanYs interests under this Lease, or such cessation otherwise gives rise to a default
by Tenant, whichever is later (the "Operations Grace Period"). Nothing herein contained shall
be deemed to require the Leasehold Mortgagce to continue with any foreclosure or other
pmceedings if the default in respect to which Landlotd shall have given the notice shall be
remedied.
(iv) Landlord agrces that in the event of the termination of this Lease by
roson of any default by Tenant, or of the rejection of this Lease in any federal bankruptcy case
urvolving Tenent as the debtor, and if Landlord has, prior to such termination or rejection, been
givzn written norice of the name and address of such Leasehold Mortgagce, Landlord vv�11 enter
urto a new lease of the Demised Premises with any Leasehold Mortgagee or its nominee for the
remainder (or what would have been the remainder) of the term of this Lease, effective as of the
date of such termination or rejection, at the Rent and upon the terms, options, provisions,
co�enants and agreements as herein contained for sudi remainder (subject to the Opererions
Grnce Period), provided:
_
(A) Such Leasehold MortgaSee shall make written request upon
Landlord for such new lease prior to or within tlurty (30) days after the date of notice from
Landlord to the Leasehold Mortgagee of the tern►ination or rejection and of the right to make the
new lease hereunder, and such written request is accompanied by payment to Landlord of all
suns then due to Landlad hereunder, which shall be accounted for in Landlord's notice;
(B) Such Leasehold Mortgagae or its nominee shall pay to Laadlord at
the time of the execution and delivery of said new lease any and all sums which would at that
tune be due hereunda but for such termination or rejection, together with any expenses,
including reasonable attorneys' fees, inciured by LandlQrd as a result of such termination, as well
as in the preparation, execution and delivery of such new lease;
�,
(C) Any new benant other ttian the Leasehold Mortgagee or its
foroclosure purchaser shall have operational experience md financial strength that would qualify
for a permitted assignmern of this Lease under Section 16(a) hereof; and
(D) The Leasehold Mortgagee shall establish to the satisfaction of
Landlord the Leasehold Mortgagee's interests under a Leasehold Mortgage permitted by this
Sedion 25.
(v) No Leasehold Mortpgee sball bemme liable under the agreements, terms,
covenants or conditions of this Lease unless and unril it bacomes the owner of the leasehold
estate, and then only to the extent of obligations accning thereafter. Any assignment of the
entire interest in this Lease by any owner of the leasehdd estate whose interest shall have been
acc�uired by, through or nnder any Leaselwld Mortgage or from any holder thereof (including,
without limitatioq any noaunee of the Leasehoid Mortgagee) shall be subject to Section 16 of
this Lease, and the assignor shall be relieved of �y further liability which may accnu hereuader
from and after the date of such assignment, provided that the assignee meets the applicable
qualifications set forth in Section 16, and shall execute and deliver W Landlord a reeordable
instnanent of assumption wherein such assignee shall assume and agree to perfotm and observe
the covenants and coaditions in this Lease contained on Tenant's part to be performed and
observed, it being the intention of the parties that once be Leasehold Mortgagce or its nominee
or foreclosure purchaser shall succeed to Tenant's interest hereunder, any and all subsequent
assi�ments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a
foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall
upon ihe aforesaid assumption and agreement by the assignae, effect a release of the assignor's
liability hereundet. Nothing herein or in Section 16 hereof shall preclude any I,easehold
Mortgagee or its nominee or foreclosure purchaser from succeeding to Tenant's interests
heneunder by foreclosure or assignment in lieu thereof, or restrict such succession, and
notwithstanding any of the pmvisions hereof indicatiig to the contrary, any of them as a
successor to Tenant will be subject only W termination of this i,ease or eviction, and not have
an7 personal liability, in the case of a default.
(vi) Nothing herein contained shall require any Leasehold Mortgagee or its
nominee or foreclosure purchaser to cuce any default by Tenant hereunder. All references in this
Seetion 25 to any termination of this Lease by Landlord shall be deemed to include any
dispossession of Tcnant for a default.
(vii) In consideration of Landlord's foregoing agreement with respect to the
rights of the Leasehold Mortgagees, all Leasehold Mortgagees shall be deemed to have
acknowledged that upon the termination or expiratioi of this Lease, I-andlord becomes the
absolute owner of the Improvements installed a constructed on or under the Demised Premises
&ee and clear of the liens or claims of the Leasehold Matgagee.
(vui) If requested by any Leasehold Mortgagee from time to time, Landlord
agrees to execute and deliver fiuther confirmarions of the Lcasehold Mortgagee's rights
hereunder, and also supplements or modifications to such rights, provided that any supplemonts
or modifications requested by the Leasehold Mortgagee shall.not have a material adverse effect
�
oa the Landlotd's interests under this Lease or in the Demised Premises, as reasonably
determined by the Landlad.
(ix) Leaschold Mortgagees shall be third-party beneficiaries of the provisions
of tus Section 25.
Section 26. Quiet Eniovmen� Status of Landlord's Tifle.
(a) Landlord covenants and warrants that Taiant, upon paying the Rent and all other
sums and charges to be paid by it as herem provided, and observing and keeping all covenants,
wairanties, agreements and conditions of this Lease on its part to be kept, all within We cure
periods provided hereia, shall quiethy have and enjoy tle Demised Premises during the term of
tlris Lease, without hindrance or molestation by anyone.
(b) Landlord represents and warrants to Tenant that Landlord owns fee simple title
to the Demised Premises &ee and clear of aay liens, encumbrances and restrictions, except only
those matters set forth on Exhibit "B" (the "Title Exceprions'� attached hereto and by teference
made a part hereo� and that Landlord has the power and suthority to execute and deliver this
L.ease and to cazry out mmd perform all covenants to be performod by Landlord haeunder.
(c) Landlord warrants and covenants that the Demised Ptemises and any inttrests of
[andlord therein are not ptesently subject W or encumbered by any deed of hvst, mortgage or
similar lien. In the event Landlord hereafter grants any deed of trust or mortgage encumbering
Iandlord's interests in the Demiscd Premises, such deed of trust wil! be subject to all the rights
and interests of Tenant under this Lease, which will have and retain priority over any such
mortgage or deed of mist, and Tenant will have no obligation to subordinate its rights and
iaterests hereunder to any such deed of irust or mortgage. In the eve� of any foreclosure or
deed in lieu of foreelosure under any such deed of tn�st or mortgage hereafter arising, Tenant
agrees that Tenant will recognize and attorn to Landlocti's successor in interest by virtue thereof
as the new "Landlord" under this L.ease, subject to such successor's performance and
observance of Landlord's obligations hereunder.
(d) Landlord acknowledges that, upon the establishment of the Rent
Commencement Date of this Lease and the recordation of the Short Form Lease, Tenant i�ends
to obtain a leasehold title insurance policy insuring Tenant's leasehold estate in the Demised
Premises. buring the 20-day period after the Effective Date (the "Title Review Period'�,
Tenant may examine title to the Demised Premises (which may entail, at TenaaYs election,
Tenant's obtainment of a title insurance commitment and/or current survey) and advise
Landlord in writing of any defects or objections affecting the title to the Demised Ptemises or
the use thereof by Tenant disclosed by such title exa�nation, such defects and objections to be
deterniined by Tenant in its discretion. From time to time prior to the Rent Commencemcnt
Date, Tenant may update the effective date of such title examination and give notice to
Landlord of all defects or objections (again as detamined by Tenant in its discretion) and
appearing of record or added to the 6tle insurance commitment subsequent to the effective date
of its previous title exauuination and (if applicable) survey, as the case may be (provided Tenant
may not object to any matters cause� by Tenant}. Landlord shall have ten (10) days after
neceipt of such notice of title defects or objections from Tenant to advise Tenant in writing
�
wirich of such title defects or objections Landlord does not intend to satisfy or cure to Tenant's
satisfaction (and Landlord will otherwise be obligated for such satisfaction and cure); provided,
horwever, Landlord hereby agrees that Landlord shall sarisfy and secure the release and
dischazge of any Taxes, mortgagcs, deeds of mut, mechanic's or materialmen's liens ar other
such monetary enciunbrances ("Monetary Liens'�. In addition, from and after the Effective
Date, Landlord shall not make any grants or cause or suffer any further liens, covenants,
easements, or ather encumbrances against or matters affecting title to ti�e Demised Premises
e�ocept as otherwise provided in Section 26(c). Subject to the qualification hereinaRer provided,
Landlard further agrees that Landlord shall, for ihe issuance of Tenant's leasehold title
nsurance policy, deliver to the title insurer a customary owner's affidavit (the "Owner's
Affidavit'� in a form sufficient to delete the so-called "standard excepdons" in an ALTA dtle
uisurance policy. If Landlord shall advise Tenant in writing that Landlord does not ic�tend to
satisfy or cure any specific non-monetary encumbrances, or otherwise fails to satisfy its
obligations under the foregoing provisions, Tenant may elect to (a) terminate this Lease by
written notice to Landlard, (b) accept its leasehold estale subject to such specific non-monetary
�ncumbrances or the pertinent failure of Landlord's obhgations, or (c) in the case of any failure
of Landlord to pay any Landlord Liens or satisfy any other cure obliga6ons undertaken by the
Landlord under the foregoing provisions, exeroise Tenant's remedies under Sectioa 27(d)
hereaf. Unless otherwise agreed by Landlord and Ten�t, Landlord shall have until the
satisfaction of the Entitlements Condition to satisfy or cure all such defects and objecxions
which Landlord agreed (or is deemed to have agceed) to satisfy or cure as provided above. The
foreganng shall not be construed, however, to limit Tenant's rights to ternunate this I.esse
pnrs�ant to the Due Diligence Condidon for any dissatisfaction with tide that Tenant may have.
In fiuther clarificarion, and notwithstanding anything to the contrary contained herein, if, as
provided herein, Landlord does not agree to cure all of Tenant's objections to tide and Tenant
does not terminate this Lease as provided above, then Tenant will be deemed to have waived its
objections to any title matters that Landlord did not a�ee to cure (subject, however, to Tenant's
election under clause (c) above). The Owner's Affidavit shall be subject to any title matters
that Landlord dces not agree to cure to the extent they are relevant to the terms of the Owner's
Affidavit.
(e) Landlord hereby assigns to Tenant all of Landlord's rights and interests in and to
suveys of the Demised Premises held by Landlord, including, without limitation, the land survey
glat prepared by TST Inc., Job No. 0039.0004.01, and any improvement survey plats or ALTA
surveys- ("Landlord's Snrveys'�;--provided, however, fiat I;andlord shall retain non-exclustve
rights to use and enjoy Landlord's Surveys for its own purposes in relation to the Demised
Premises. This assignuient is subject to the condition subsequent that Tenant not terminate this
Lease pursuant to the Due Diligence Condition, Entitlemerns Condition or Permits Condition.
Oa the date of the mutual executioa and delivery af this Lease, Landlord will inform the
suveyor(s) for the Landlord's Surveys of this assignment and instruct and authorize the
9urveyor(s) to make adjustments and supplements for the Landlord's Surveys as requested by
Tenant
Secrion 27. Defaults.
(a) The following events shall ca�stitute events of default under this L.ease (all
references in this Lease to any defauh by Tenant, or similar references, shall mean events of
�.,
default as defined below, aftcr expiration of epplicaHe cure periods without a cure being
effected):
(i) Tennt's failure to pay any installment of Basic Rent, Percentage Rent or
Additional Rent when t6e same shall be due and payable and the continuance of such failure for
a period of five (S) business days after receipt by Ten�t af no6ce in writing from Landlord
specifying the nature of such failure; provided, however, Tenant shall be entitled to only two (2)
:uch notices for monetary defaults d�uing any twelve (12) month consecutivc period, and if
thc�after any Rent is not paid when due within that 12-month petiod, then the foregoing cure
perHod will run with respect thereto from such Rents' due date, without any notice from
Landlord;
(ii) Tenant's failure to perform any of the other covenants, wnditions and
agreements herein contained on Tenant's part to be kept or performad aad the continuamce of
such failure without the curing of same for a period of thirty (30) days after receipt by Tenant of
notice in writing &om Landlord specifying the nature of such failure, and provided Tenant shall
not cure said failure (and further subject to exunsion of this cure period under Section 27(b)
below);
(iii) If Tenant shall (A) file a petition oommencing a voluntary case under any
applicable federal or staite bankruptcy, insolvency or other similar law; (B) make a general
assignment for the benefit of its cteditors; (C) file an application for, or consent to, the
appoinhnent of any receiver or a petmanent or iaterun trustee of Tenant or of all or a substantial
portion of its property; (D) file a petition seeking a reaganization of its financial aflairs or to
take advantage of any banla'uptcy> insolvency or similaz law, or an answer admitting the material
allegations of a petition filed against it in any procecding under any such law; (E) take any action
for the purpose of effecting any of the foregoing; or (F) be the subject of a decree or order for
relief by a court having jurisdiction in respect of Tenant in any involuntary case under any
applicable federal or state baniQuptcy, insolvency or similar law; or
(iv) If any proceedings brought against Teoant seeking any of the relief
maitioned in Section 27(a)(iii) above shall not have been dismissed within ninety (90) days.
(b) In the event that Landlord gives notice of a default referred to in Section
27(a)(ii) and said defautt is of such a natwe that it cannot reasonably be cured within such thirty
(30) day period, then such default shall not bo deemed to occur so long as T'enant, afier
receiving such notice, promptly ptocceds to cure the default and continues to take all steps
necessary to complete tfie same promptly. Notwithstanding anythiug to the contrary contained
in the foregoing sentence, thue shall be a default herennder if Tenant fails to cure such default
on or before two (2) months after notice thcreof; provided, however, if Tenant's failure to cure
in such time period is a result of Force Majeure (as defined in Section 45 below), then such cure
period shall be automatically extended for each day of delay due to Force Majeure.
(c) In the event of default of Tenant, Landiord, at its option shall have, in addition
to, and not to the exclusion of, any and all other rights and remedies hereunder or at law or in
equity, but subject to applicable law, (i) the right tn declare the term of this Lease ended,
re-enter the Demised Premises and take possession thereof, terminating ail of the rights of
Teaant under this Lease and in and to the Demised Premises and to collect from Tenant all
aosts and damages to which Landlord is entitled as a result of such default; or (ii) the rights,
without declaring the term of this Lease ended, to re-enter the Demised Premises and to occupy
the same, or any portion thereof, or to lease the whole or any portion thcreof, for and on
account of Tenant as hereinafter provided, appiying any monies received first to payment of
9uch expenses, including attomey's fees and real estate commissions paid, assumed or incurred
by Landlord in or in connection with the recovery, cleaning, repairing, altering, restoring and
�letting of the Demised Pramises and then to the fulfillment of the obligations of Tenant
hereunder, with any such reletting to be for such a term, at such rent, and on such other
conditions as Landlord in its sole discretion deems advisable, and retaining the right to bring
aciion against Tenant for the recovery of dama�es sustained by Landlord as a result of Tenant's
default; or (iii) the right, even though it may relet all or any portion of the Demised Premises as
above pmvided, to there.after, at any time, terminate this Lease for such previous default on the
tat of Tenant, retaining the right to bring legal action against Tenant for recovery of dacnages
s�atained by Landlord as a result of Tenant's default.
(d) If Landlord defaults in any of its obligations under this Lease, and does not cure
suct� default (i) within ten (10) days after notice from Ta�ant in any case where such default can
be cured by the payment of a sum, or (n) within thirty (30) days after notice from Tenant in the
case of any other default, then Tenant shall have the right to perform or discherge the defaulted
obligation. Tenant may offset against the TenanYs Rent obligations hereunder any costs and
ezpenses incumd by Tenant in curing or dischazging the Landlord's defaulted obligations as
afacesaid, including, without limitatioq attomeys' fees and settlement or payment anounts
incurred to third parties; provided, however, that if the pertinent obligation owing to any third
pazty is not liquidated in atnount, any settlement payment to that party may be offset against the
Fbent only so long as the amount thereof is reasonable (and Tenant aad Landlord mutually agree
to confer reasonably in this regard). Actions taken by the Tenant may include paying,
purchasing, contesting oa� compromising any valid encumbrance, charge or li� affecting the
Demised Premises, or any other title matter affecting the Demised Premises tl�at gives rise to a
dtfault of Landlord's obligations under this Lease, This Section 27(d) shall be cumulative with
and without limitation on Tenant's rights and remedies available at law or equity for any default
by Landlord hereunder.
Section 28. Intcrest and Late C es. All Rent owed by Tenant to I,andlord under this
Ixase shall bear interest from the fifth (Sth) business day after the date due until received by
Landlord at eighteen percent (18%) per annum. In addition, if any installment of Basic Rent
inder this Lease is not received by Landlord on or bef�re the fifth (Sth) business day aftcr the
�ue daie, a"late charge" of 5375.00 may be charged f�y Landlord, as Addidonal Rent, for the
purpose of defraying Landlord's administrative expaises incident to the handling of such
werdue payment
Section 29. Waivers. Failure of Landlord or Tenant to oomplain of any act or omission
an the part of the othor party no matter how long the same may continue, shall not be doemed to
be a waiver by said party of any of its rights hereunder. No waiver by I.andlord or Tensnt at any
time, express or implied, of any lneach of any provision of this Lease shall be decmed a waiver
of a breach of any other provision of this Lease or a consent to any subsequent breach of the
same or any other provision.
�.,
Section 30. Brokera¢e Commissions. Each party represents to the other that there are no
b�okers engaged by, through or under the representing party in connection with this transaction,
aid that there ate no obligations inctured by, through or under the represeating party for the
pa}rment to any broker of any commission or other compensation in connection with this
transaction. Each party agiees to indemnify thc other against any claim for any brokerage
c�mmission or other compensation wtrich azises out of a breach by the indemnifying party of its
teptesentation under the foregoing provisions, mmd aay applicable lien claim arising therefrom,
to�ether with any cost or expense, including reasonable attomeys' fees, that the indemnified
pady may incur in connection with any such claim.
Section 31. ReQrese�tations and Warranties. To induce Tenant to enter into this Lease;
Landlord dces hereby expressly warrant and represent to Tenant the following:
(a) There are no actions, suits or proceed'a�gs of any kind or nature whatscever,
legal or equitable, pending or, to the best of Landlard's lrnowledge, threatened against the
Demised Premises or Landlord in any court or before or by any federal, state, county or
municzpal department, commission, board, buresu or agency or other govemmental
instrumentality, including, without limitation, anY condemnation or eminent domain
procadings.
(b) No person, fum, corpoiation or other leaal entity whatsoever (other than Tenant)
has any right or option whatsoever to acquire or lease the Demised Premises or aay portion or
portions thereof or any interest or iateiests therein.
(c) To the best of Landlord's knowledge, the Demised Premises are not and will not
be subject to or affected by any special assessments, whether or not presenUy a lien thercon.
(d) To the best of Landlord's knowledge, without independent inquiry, there is no
existing violation or breach of any ordinancc, code, law, nile, requirement or regulation
applicable to the Demised Premises.
Section 32. Rip�t►t of First Offer.
(a) If during the term of this Lease Landlord determines that Landlord desires to
offer the Demised Premises for sale to a proposed unaffiliated purchaser, or if Landlord
receives an offer to purchase the Demised Premises from an unaffiliated third party that
Landlord wishes to accept, and Tenant is not in default hereunder, Landlord shall offer Tenant
the right to purchase the Demised Premises by sending to Tenant a written notice of all material
terms of the offer to sell or purchase necessary to complete the transaction, including the price,
paytnent teans, conditions of title, costs of esctow and other relevant terms, and a complcte
contcact if one has been tendered, such notice to also identify the third-party purchaser. Tenant
shall have fifteen (IS) days after receipt of such ndice b� exercise its right to purchase by
providing writt:en notice to Landlord. If Tenant exercises tfie right to purchase as herein
provided, such purchase and sale shall be on the te�cns presented to Tenant, and Landlord will
be bound to sell to Tenant on those terms. Tenant shall have the remedy of specific
perfarmance to enforce Landlord's obligations to con�ey the Demised Premises pursuant to any
exercise by Tenant of its rights hereunder (for wluch time shall be of the essence). If Tenant
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dces not provide norice of exercise within said 15-day period, then Landlord may proceed to
sell the Demised Premises to the applicabie third padty subject to the terms and condi6ons
provided in Landlord's notice to Tenant, and otherwise oa terms that are not materially more
iavorable to the third party than those presented to Tenant. If Landlord dces not compkte the
sale of the Demised Premises to the subject third party, in accordance with the foregoing
lrovisions, within six (6) months after the end of TenanY s exercise period, and if Landlord
determines again that Landlord desires to offer the Demised Premises for sale, L.andlord must
lhen again comply with the terms hereof and Tenant shall again have the right of first offer
contained herein. However, in the event Tenant ever exercises its right of first offer but then
lreaches Tenant's required closing performance therefor, then Tenant's right of first offer
iaeunder will terminate and be of no further force or eff'ect.
(b) This Section 32 shall not apply in the event (i) of a sale or transfer of I.an�dlord's
iiterest in the Demised Premises pursuant to the forecbsure of any deed of trust, mortgage or
�ther similar secwity insuument, whether by judicial or non judicial sale, or any deed in lieu of
foreclosure, covering the Demised Premises or Landlord's fee interest therein; (ii) any transfer
ef the Demised Pnnnises or any direct ar indirect intemst therein to any form of joint ventire of
which Landlord is a party; (iii) any sale involving other properties of Landlord as well as the
Demised Premises; (iv) any exchange of the Demised Premises for other property in a
transaction where the applicable third pariy actually provides the exchange property (versus
merely serving as an exchange accommodator); or (v) any comeyance to any party or entity
sffiliated with Landlord or any of the principals of Landlord or any of their family members, or
otherwise not on an arm's-length basis. Further, this Section 32 shall not apply to any transfer
bp descent or devise following the death of any party holding an ownership interest in Landlord
or to transacdons by and among Landlord or any faanily member of any party holding an
ownership interest in Landlord or their affiliates, including, without limitation, tcusts,
coiporations or other entities having a majority interest owned by or inuring to the benefit of
I,andlord or any family member of any party holding an ownership interest in Landlord or their
affiliates. However, the provisions of this Section 32 and TenanYs right of first offer under
Section 32(a) shall be and remain binding upon any parchaser or transferee under this Se�tion
32(b) and such purchaser's or transferee's heirs, successors and assigas.
Section 33. Notices: Business Days.
(a) Every notice,. approval, consent, or other commtmication authorized or �quired
by this Lease shall not be effecrive unless the same shail be in writing and delivered (i} by hand
delivery; (ii) by reputable overnight courier guaranteeing next day delivery, delivery charges
prepaid, and addressed to the applicable street address established hereunder; (iii) by e-mail or
f�simile sent on a busness day during the business hours of 9:00 a.m. until 7:00 p.m., local
time where the Demisad Premises are situated, pursuant to the applicable e-mail addresses or
facsimile numbers set forth below, or such other e-nail addresses or facsimile numbers as
either party may desi�►ate by notice given from time to time m accordance with this Section
33; or (iv) by United States registered or certified mail, return receipt requested, postage
prepaid, directed to the other party at its address set forth below, or such other address as either
party may designate by notice given from time to time in accordance with this Section 33. Such
notices or other communications shall be effective (A) in the case of hand delivery, on the date
�f delivery to the party to whom such notice is addressed at its street address estabiished for
�
mtice purposes, (B) if by ovemight courier, one (1) business day after the deposit thereof with
ail delivery charges prepaid, (C) if by e-mail or facsimile, on the date of transmissioq provided
that such transmission is sent on a business day, during the hours stated above, and provided
that successful trazismissioa of any facsimile notice is confirmed on the facsimile facilities of
the noticing party as a cegular function thereo� and (D) in the case of registered or ccrtified
mail, the earlier of the date receipt is acknowledged on the retuin receipt for such notice or five
(3) business days after the date of posting by the United States Post Office. The Rent payable
by Tenant hereunder shall be paid to Landlord at the sane place where a notice to Landlord is
herein required to be directed. Any notice may be given on behalf of a party by its legal
counsel. Streedmailing addresses, e-mail addresses, and facsiaule numbers for notices shall
initially be as follows:
For Landlord:
Burger Avenue Investments, LLP
Attcntion: David L. Osboro
217 West Olive Street
Fort Collins, CO 80521
Facsimile: 970-4842620
E-mail: dosbornlaw@comcast.net
In the case of any notice to Landlord, a copy theieof shall be delivered contemporaneously to:
The Osbom Law Firm, LLC
Attention: David L. Osbom
217 West Olive Street
Fort Collins, CO 80521
Facsimile: 970-484-2620
E-mail: dosbomlaw(a3comcast.nei
For Tenant:
J.D. Carpenter Companies, Inc.
Attention: Dave Cacpenter
4060 NW Urbandale Drive
Urbandale, IA 50322
Facsimile: 515-334-7390
�mail: dcarpenter@shortstopstaes.com
In tbe case of any notice to Tenant, a copy thereof shall be delivered contemporaneously to:
Robert C. Fisher, Jr., Esq.
Otten, Johnson, Robinson, Neff & Rago�tti, P.C.
950 Seveeteenth S�eet, Suite 1600
Denver, Colorado 80202
Facsimil� (303) 825-6525
E-mail: bfisher@ottenjohnson.com
�
(b) All references herein to any dates or times shall be applied and determined by
reference to local time where the Demised Premises are situated. As used herein, the term
"business day" shall mean any day other than a Satu�day, Sunday or legal holiday for which
U.S. mail service is not provided. Whenever any date or the expiration of any period specified
under this Lease, whether for the satisfaction of any condition or the performance or observance
of any obligation hereunder (including, without limitation, the payment of any Rent), falls on a
day other than a business day, then such date or period shall be deemed extended to ti�e next
sncceeding business day thereafter.
Section 34. Fstopvel Ccrtificates. Either party shall, without charge, at any time and
fr�n time to time hereafter, witlun ten (10) business days aRer written request of the other by
notice hereunder, certify by written instrument duly executed and acknowledged to the
requesting party, and any designated martgagee or purciaser or pmposed mortgagee or proposed
gurchaser, or any other person, fim� or entity specified in such request, (i) as to whether this
Lease has been supplemented or amended, and, if so, the substance and manner of such
sipplement or amendment; (ii) as to the validity and force and effect of this Lease, in accordance
with its tenor as then constituted; (iii) as to the existenae of any default under this I,ease, a any
cancumstances which with the giving or norice or passage of time, or both, would become a
default (in each case other tban a Tenant dcfault in paying Rent, based on the responding party's
knowledge); (iv) as to tbe existence of any known outstanding offsets, counterclaims or defenses
thereto on the part of such other party; (v) as to the commencement and expiration dates of the
�un of this Lease; (vi) as to the amount of Basic Re�Y then payable hereunder, and (vii) as to
�y other matters as may reasonably be so requested. Any such certificate may be relied upon by
ti�e party requesting it and any other person, firm or corporation to whom the same may b�
e�diibited or delivered, and the contents of such certificate shall be binding on the party executing
same. In the event the responding party fails to fiunisl its response within the requisite 10-day
bu�iness day petiod, it shall be conclusive upon the responding party that the matters requested
br disclosure are in the status most favorable to the requesting pacty, as determined by the
rquesting party.
Section 35. Governin¢ Law. This Lease and the perforniance thereof shall be governed,
nterpreted, construed and regulated by the laws of the State of Colorado.
Seetion 36. Partial Invaliditv. If any term, covenant, condition oz provision of this Lease
�r the applieation thereof to any peison or circumstance shall, at any time..oz to. auy extent, be
nvalid or unenforceable, the remainder of this Lease, or the application of such term or
rrovision to persons or circumstances other than ttiose as bo whieh it is held invalid or
anenforceable, shall not he affected thereby, and each term, covenant, condition and provision of
iiis Lease shall be valid and be enforced to the fullest extent permitted by law.
Section 37. Short Form Lease. Landlord and Tenant shall execute and deliver a
Memorandum of Lease in the form attached hereto as Exhibit "C' and made a part heaeof by this
teference (the "Short Form Lease") upon the establisbment of the Rent Commencement Date,
which will constitute a short form of ttus Lease. Any and all recording costs requ'ved in
eonnection with the recording of such Short Fomi Lease shall be paid by Tenant
�.�
Section 38. Inte;pretation. Wherever herein the singular uumber is used, the same shall
include the plural, and tbe masculine gender shdl include the feminine and neuter genders, and
vice versa, as the context shall require. The section headings used herein are for reference and
c�nvenience only, and sbal] not enter into the interpretatan hereof. This Lease may be exxuted
in several counterparts, each of which shal] be an original, but all of which shall constitute one
aad the same instrument.
Section 39. Entire Agreement• Modification of Lease. This Lease and any other
documents or instruments referred to herein constitute the entire agreement between Landlord
and Tenant with respect to the subject matter hereo� and az�e intended to be a complete
integradan of all understandings and agreements between I,andlord and Tenant with respact to
szch subject matter, and any prior or extrinsic understaudings or agreements, whether written or
vecbal, not embodied in this Lease or such other docwnents are specifically supeiseded hereby
aad shall have no force or effect No provision of this Lease may be amended or modified or
canceled in any respect except by writing executed by Lffi►dlord and Tenant
Section 40. Parties. Except as herein otherwise expressly provided, the covenants,
coiditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord
and Tenant and their respective heirs, successors, successors in title, administrators and assigns,
and references herein to "Landlord" and "Tenant" shall include those parties.
Section 41. Determinations of Value.
(a) For any detemunation of the relevant fair market values under Section 23(b) or
5ection 23(d) above (in either case, the "Mazket Value Determinations'�, LandJord and Tenant
sLall attempt to reach agreement on the applicable Maiicet Value Deternunations within one (1)
month after the occurreuce of the Takaig (in the case of Section 23{b)), or one (1) month after
the conclusion of the cQndemnation ptoceeding� (in the case of Section 23(d)), as applicable. If
Landlord and Tenant are unable to agree in writing on the applicable Mazket Value
Determinations prior to the applicable deadline, then the applicable Market Value
Determinations sball be made by appraisal as hereinafter set forth. Such appraisal procedure
s�all be commenced by one party delivering to the other a notice appointing its appraiser,
Within fifteen (15) days after receipt of such notice, the other party shall appoint its appraiser
and give norice of such appointment to the first party. Any appraiser appointed hereunder shall
be a me.mber of the American Institute of Real Estate Appraisers (or successor organization)
_.
having at least five (5) years' experience in appraisal of real estate for commercial retail use in
the Denver metropolitan azea and/or the Front Range area of Northesn Colorado. If the party
receiving such first written notice shall fail to sppoint its appraiser within fifteen (I S) days after
receipt of the first written notice, the Market Value Detemunatioa by the single appraiser
appointed by the party giving such first written notice shall be final, binding and conclusive on
Iandlord and Tenant Each appraiser as apQlicable shall prepare a written appraisal with
respect to ihe Market Value Determinatiom at issue. If within thirty (30) days after
appointrnent of the two appraisers, as described above, the two appraisers are unable to
reconcile theu appraisals and agree in writing upon tke Mazket Value Detetminations, a third
iadependent appraiser shall be chosen within fifteen (15) days thereafter with the mutual
consent of such first two appraisers or, if snch first two appraisers fail to agi�ee ugon the
appointment of a third appraiser within such fifteen (15) day period, such appointment shall be
made by the Judicial Arbiter Group of Denver, or any arganization successor thereto. The third
appraiser shall be subject to the same qualifications as are set forth above for the fust two
appraisers, provided that the third appraiser shall also be independent of and unaf�liated with
Landlord and Tanan� The third appraiser when appointed shall proceed to determine in writing
which of the first two appraisals is the more accurate reflection of the applicable Market Value
Deternrinations, ac►ci those Mazket Value Determinations shall be established on the basis of the
appraisal chosen. The fees and expenses of the appraiser appointed by Tenant shall be paid by
Tenant; the fees and expenses of the appraiser appointed by Landlord shall be paid by
Landlord; and the fees and expenses of the ihird aQpraiser shall be divided equally between
Tenant and Landlotd.
Section 42. Counterpart Execution: Effective Date. This I.ease shall be executed in
nultipk counte�arts, each of which shall be deemed an original, and all of which shall
coLctitute one aad the same agreement. Tt�e "Effective Datc" of this Lease shall be the date
upon which this Lease shall have boen fully executed and delivered by both Landlord and Tenant
and each of Landlord and Tenant have received a fully executed counterpart hereof. The party
last executing this Lease shall deliver a fully executed eounterpart (by both parties) to the other
perty by ovemight courier for receipt on the next succeeding busmess day and shall insert as the
Effective Date on all cowterparts of this I.ease such next succeeding business day.
Sectio 4. Tenant Exclusive. During the term of this I.ease, Landlord shall not permit
or suffer any uses which are competitive with those pemiitted for the Deaused Premises on any
property that lies within a radius of one (1) mile fron the Demised Premises and is owned,
wntrolled, or managed by Landlord or any affiliate of Landlord. For purposes of the foregoing,
affiliates of Landlord shall include any entity which, by virhie of direct or indirect controlling
m�mership interests, is controlled by, controls or is under common control with Laadlord, or any
�cipals, owners, shareholders, partners, members, officers, dire�tors, managers, employces or
�ents of Landlord or any such affiliate of Landlord, or any family members of any such parties.
Section 44. Confidendalitv. Notwithstanding anything contained herein to the contrary,
Landlord will hold all fmancial or other Tenant infoimstion coatained in this Lease or acquired
from Tenant in confidence and will not disclose the same to any other party, except as set forth
in Sec6on 9(c), and also except that Landlocd may reveal reported sales under Section 3(e) to
any prospective mortgagee or purchaser of Landlord's interest in the Demised Premises or this
Lease (and Landlord.shall cause those parties to preserre c.�nfidentiality).. _
Section 45. Force Majeure. If Landlord or Tenant shall be delayed, hindered or
prevented from the performence of any act required hereunder by reason of strikes, lock-outs,
labor �oubles, inability �o procure materials, failure of power, restrictive govemmental laws or
re�ulations, riots, terrorist acts, public health concems not in the control of Tenant that materially
interfzrc with Tenant's operations at the Demised Premises, insurrection, the act, failure to act or
de�ult of the other party, war, or any reason beyond their conhol ("Force Majeure"), then
pe�%rn�ance of such act shall be excused for the period of the delay and the period for the
pe�ormance of any such act shall be extended for a poriod equivalent to the period of such
delay; provided, however, the provisions of this Section 45 shall not operate to extend ti�e date
Landlord is required to deliver possession of the De�sed Premises to Tenant or Landlord's
observance of its covenants and representations hereunder concerning title and quiet enjoyment.
Lack of funds shall not be a basis for avoidance or delay of any obligation under this Lease.
Section �Igldovet• Tenant shall pay Landlad one hundred fifty percent (15(�i'o) of
the monthly Basic Rent payable for the month immediately preceding the holding over period for
each month or portion thereof that Tenant retains possession of the Demised Premises, or any
portion thereof, after the expiration of tfie term of this I,ease (without reduction for any partial
nanth that Tenant retains possession). The provisions of this Section 46 shall not constitute a
waiver by Landlord of any re-entry rights of Landlord and TenanYs continued occupancy of the
Deinised Premises shall be on a month-to-month basis.
LANDLORD:
BURGER AVENUE INVESTMENTS, LLP,
a Colorado registered limited liability partnership
sy: �
' L sborn, Managing Partner
(TENANT'S SIGNATURE ON FaLLOW�NG Pt�GE]
�.,
T'ENANT:
J.D. CARPEN7'ER COMPANIES, INC.,
an Iowa Corporation
i.
�
ave C , President
��,
EXHIBIT A
LEGAL DESCRIPTION
PARCEL I:
A 1RACT OF LAND STTUATE IN T'HE NE 1/4 OF THE NE 1/4 OF SECTION 10,
TOWNSHIP 2 NORTH, RANGE 68 WEST OF THE 6TH P.M., WELD COUNTY,
COLORADO, DESCRIBED AS FOLLOWS: BEGINNING AT THE NE CORNER OF SAID
SECTION 10, THENCE SOUTH 89 DEGREES 31' WEST 450 FEET ALONG THE NORTH
LINE OF THE NE 1/4 OF SAID SECTION 10, TI-�NCE SOUTH 30 FEET TO THE SOUTH
RIGHT-OF-WAY LINE OF HIGHWAY NO. 119 (FORMERLY KNOWN AS HIGHWAY
NO. 25), THE "IRUE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 31' WEST
65 FEET ALONG SAID SOUTH RIGHT-OF-WAY L1NE OF SAID HIGHWAY; TI�NCE
SOLJTH 45 DEGREES 0S' WEST 234.1 FEET ALONG THE EASTERLY SiDE OF AN
IRRIGATION DITCH; THENCE SOUTH 49 DEGREFS 35' EAST 303.0 FEET; THENCE
NORTH 362.7 FEET MORE OR LESS TO TI� TRUE ?OINT OF BEGINNING EXCEPT
THAT PARCEL IN RULE AND ORDER RECORDED JANUARY 19, 1995 AT RECEPTION
NO. 2423540, COUNTY OF WELD, STATE OF COLORADO. ALSO EXCEPT THAT
PORTION CONVEYED BY DEED RECORDED JANUARY 15, 1471 AT RECEPTION
NO. I560570;
together with all improvements thereon and appurtenances thereto.
PARCEL II:
THAT TRACT OF LAND LOCATED IN THE NE 1/4 OF SECTION 10, TOWNSHII' 2
NORTH, RANGE 68 WFST OF THE 6TH P.M., WELD COUNTY, COLORADO, BEING
MORE PARTYCULARLY DESCRISED AS FOLLOWS; COIvIIuIENCIl�IG AT THE NE
CORNER OF SAID SECTION 10; 7HENCE ALONG THE NORTH LINE OF SAID NE 1/4 S
89 DEGREES 31' (?0" WEST 450.00 FEET WHENCE THE NORTH 1/4 CORNER TE�REOF
BEARS S 89 DEGREES 31'00" WEST 2191.17 FEET; TNENCE S 00 DEGREES 00' 00"
EAST 3g2.20 FEET TO THE NOR'fHEAST CORNER OF THAT TRACT OF LAND
KNOWN AS PARCEL 1 AS DESCRIBED BY DEED RECORDED AT RECEPTION
i�01932647 OF WELD COUNTY RECORDS AND TF-iE POINT OF BEGINNING; TEIENCE
S 90 DEGREES 00' 00" WEST 195.00 FEET; THENCE N 00 DEGREES 00' 00" WEST 166.02
FEET TO A POINT ON THE NORTHEASTERLY LINE OF THAT TRACT OF LAND
KNOWN AS PARCEL 2 AS DESCRIBED BY DEED RECORDED AT RECEPTION
�01932647 OF WELD COUNTY RECORDS; THENCE ALONG SAID NORTHEASTERLY
LINE S 49 DEGREES 35' 20" EAST 256.10 FEET TO 'IHE POINT OF BEGINNING,
COUNTY OF WELD, STATE OF COLORADO;
together with all improvements thereon and appurtenanc�s thereto.
EXHIBTT B
TITLE EXCEPTIONS
1. RIGHT OF PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE FiIS
ORE THEREFROM SHOULD THE SAME BE FUUND TO PENETRATE OR
IIV'IERSECT THE PREMISES AS RESERVED IN UNITED STATES PATENT
RECORDED JUNE 25,1890, IN BOOK 34 AT PAGE 332.
2. ACCESS RIGHTS CONVEYED BY INSTRUMENT RECORDED JANUARY I 5,
1971 AT RECEPTION NO. 1560571,
3. EASEMENT GRANTED TO UNION RURAL ELEGTRIC ASSOCIATION, WC., FOR
ELECTRICAL FACILITIES, AND INCIDENTAL PURPOSES, BY INSTRUMENT
RECORDED MAY O5, 1971, UNDER RECEP'i'ION NO. 1578186.
4. EASEMENT GRANTED TO UNION RURAL ELECTRIC ASSOCIATION, INC., FOR
ELECTRICAL FACILTTIES, AND INCIDENTAL PURPOSES, BY INSTRUMENT
RECORDED SEPTEMBER 06, 1972, UNDER RECEPTION NO. 1596958.
5. OIL AND GAS LEASE RECORDED JANUARY 21, 1976 UNDER RECEPTION
NO. 1679348 AND ANY AND ALL ASSIGNMIIVTS THEREOF, OR INTERESTS
THEREIN.
6. OIL AND GAS LEASE RECORDED MARCH 14, 1977 UNDER RECEPTION
NO. 1713452 AND ANY AND ALL ASSIGNMII�]TS THEREOF, OR INTERESTS
THEREIN.
NOTE: EX'TENSION OF 'IT-� ABOVE LEASE AS CLAIMED BY AFFIDAVIT OF
PRODUCTION WAS RECORDED JULY 18, 1977 UNDER RECEP'TION
NO. 1724771 IN BOOK 803.
7. EASEI�NT GRANTED TO THE MOUNTAIN STATES TELEPHONE AND
TELEGRAPH COMPANY, FOR COMMUNICATION FACILITIES, AND
INCIDENTAL PURPOSES, BY INSTRiJMENT RECORDED MAY 06, 1981, UNDER
RECEPTION NO. 1856984.
8. TERMS, CONDTTIONS AND PROVISIONS OF PERMANENT MAINTENANCE
EASEMENT RECORDED SEPTEMBER 12, 1985 AT RECEPTION NO. 2024644.
9. EASEMENT GRANTED TO THE UNION RURAL ELECTRIC ASSOCIATION, INC.,
FOR ELECTRICAL FACILITIES, AND INCIDENTAL PURPOSES, BY
INSTRUMENT RECORDED MARCH 26, 1987, UNDER RECEPTION NO. 20934d2.
10. EASEMENT GRANTED TO 'THE UNION RURAL ELECTRIC ASSOCIATION, INC.,
FOR ELECIRICAL FACILITIES, AND INCIDENTAL PURPOSES, BY
INSTRUMEIVT RECORDED MAY 12, 1988, UI�IDER RECEPTION NO. 2140931.
�
11. TERMS, CONDITIONS AND PROVISIONS OF TEMPORARY EASEMENT
RECORDED SEPTEMBER 23,1993 AT RECEFTION NO. 2351682.
12. RIGHT OF WAY FOR IRRIGATION DITCH AS THE SAME EXISTS AND/OR IS
USED.
[If any of the foregoing Tide Exceptions prove to be inapplicable, Landlord and Teaant
will enter into an amendment W this Exhibit B deleting any inapplicable Tide Exceptions.]
�
EXHIBIT C
MEMORANDUM LEASE FORM
[To be established by Landlord and Tenaat during the Due Diligence Period]
NOTICE OF FIRST EXTENSION OF FNTiTLEIV�NTS PERIOD
AND AMENDMENT TO LEASE
Landlord, Burger Avenue Investments, LLP, a Colo�do registered limited liability
partnership, and Tenant, J.D. Carpeater Companies, Inc., entered into a Ground Le.ase for
3914 Colorado Hwy 119, Longmont, Colorado, dated February I5, 2011(the "Leasc").
Sectioa 2(d) of the Lease provides that if tlu Dcvelopmcnt Approvals snd Permits (as
defined in the I.ease) are ttot obtaiaed by 180 days afta the execution of the Lease (August 15,
201 I, sincx August 14, 2011, is a Sunday), Ten�t shall have the right to extend the Enddements
Period (as defiaed in the Lease) for three (3} successive thirty (30) day periods.
Tenant hereby gives Landlord notice that it is extending the Enritleatents Period for its
Srst additional thirty (30) days to and including Septea�ber 15, 2011. Landlord hereby accepts
this instrument as such notice. Tenant reserves the right to furtha extend the Entitiements
Period as pmvided in Section 2(d) of the Lease. Landlard aclmowledges and agrees that Tenant
has pc�esented and Landlord has approved the Concept Plang (as defined in end pucsuent to the
reviaw under Section 9(a) of the Lcase). The approved Concept Plans are identified as ihe
Building and Fuel Candpy Elevations dated June 16, 2011, and the Site Plan dated April, 2011,
boti� being prepared by Galloway, Project No. SH0000001.
Tenant has previously deposited with Landlord the sum of $15,000 pursuant to
Section 3(i) of the Le,ase as pre-paid rrnt. I.aodlord and Tenant acknowledge that under
Section 2(d) of the Lease, the extension fee for this first exteasion of the EntiUements Feriod is
57500.00 and is non-refundable subject to the terms of Section 9(a) af the I.ease. Landlord and
Teueat now further agree that Landlord s�all apply S79D0.00 of the aforesaid 515,000 payment
for this first extension period in satisfaetion of the requred extension fee, and shall dednct that
sum from pre-paid rtnt, leaving the sum of $7500.00 as pre-paid rent
Except as modified hereby, the Lease shatl remain in full force and effect in accordance
with its provisions. This agreement may be executed in counterperts, which together shall
constitute one and the same inshument. Either party may make legal delivery of its signed
counterpart by �-mail or facsimile transmission of a copy thereof.
Dated this � � day of August, 201 l.
LANDLORD: TEhIATiT;
BiAtGER AVENUE 1NVES'TMEIVTS, LLP J.D. CARPENTER COMPANIES, INC.
/_ _l(-6l �'
By. By, i/�t----- � $- i �- i �
David L. Osbom, Date Dave Carpenter, te
Managing Partner President
�.�w,
I(�ri� i���i ���i�t i�i�ii iii�i �i�u r�ii� i�i ��tr� �ii� �i��
933 10/14/2011 04:48P Weld County, CO
3798
933 � af 3 R Zt •DO 0 O.fl� SPECIAL WA rkRRANTY DEED
�
[Statutory Form - C.R.S. § 38-30-115]
BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability
partnership, formerly known as Burger Avenue Investments, Ltd. ("Grantor"}, whose street address
is Z 17 West Olive Street, Fort Collins, Colorado, Attention: David L. Osborn, for the consideration
of Ten Dollars ($10.40) and other good and valuable consideration, in hand paid, hereby sells and
conveys to BURGER AVEN(JE TNVESTMENTS, LLP, a Colorado registered limited liability
partnership ("Grantee"), whose street address is 217 West Olive Street, Fort Collins, Colorado,
Attention: David L. Osborn, the real property in the County of Weld and State of Colorado that is
described on Exhibit A attached hereto and made a part hereof, with all its appurtenances, and
warrants the title to the same against all persons claiming under Grantor, subject to the matters set
forth on Fxhibit B attached hereto and made a part hereof.
Signed this �lfi� day of ���� , 2011.
BURGIIt AVENUE INVESTMENTS, LLP, a
Colorado registered limited liability partnership
(executing both as Grantor and Grantee, and, in its
capacity as Grantor, formerly known as Burger
Avenue Investments, Ltd.
B•
David . Osbom, Managing Partner
S7'ATE OF COLORADO )
I �,t! ) ss.
COiJNTY OF !�X I �Y�i� )
The foregoing instrument was acknowledged before me this � day of ,
2011 by David L. Osbom, Managing Partner of Bur�er Avenue Investments, LLP, a Colorado
registered limited liability partnership.
Witness my hand and official seal.
commission expires: � 1'� lY �� I�
JEANNE T, SANFORD � ( r.
Notary Publfc
State of Colorodo Notary Pu c
� �p��N�NH E*phea NevembAr 16. 2013
------------------------------------------------------------------------------
Co�venience deed; consideration less than SSDO; no documentary fee required
--------------------------------------------------------------------------------------
��
��a.�kwu�.`h� _
THE OSBORN LAW FIRM, LLC
217 West Olive
P.O. Box 2OO3
Fort Col�+ns: CO R0522
I��'Iri«i urni ������ ����i u��t i«ii �u ii��i ��i� i���
�� 10/1411011 04:48P Weld Couary, CO
3798433
2 0� 3 R 2�,00 D 0.00 Steva Moreno Clerk � Recorder
Exhibit A
LEGAL DESCRIPTION
PARCEL I:
A TRACT OF LAND SITUATE IN THE NE 1/4 OF THE NE 1/4 OF SECTION 10,
1'OWNSHIl' 2 NORTH, RANGE 68 WEST OF THE 6TH P.M., WELD COUNTY,
COLORADO, DESCRIBED AS FOLLOWS: BEGINNING AT THE NE CORNER OF SAID
SECTION 10, THENCE SOUTH 89 DEGREES 31' WEST 450 FEET ALONG THE NORTH
LINE OF THE NE 1/4 OF SAID SECTION 10, THENCE SOUTH 30 FEET TO THE SOUTH
RIGHT-OF-WAY LINE OF HIGHWAY NO. 119 (FORMERLY KNOWN AS HIGHWAY
NO. 25), THE TRUE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 31' WEST
65 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE OF SAID HIGHWAY; THENCE
SOUTH 45 DEGREES 0S' WEST 234.1 FEET ALONG THE EASTERLY SIDE OF AN
IRRIGATION DITCH; THENCE SOUTH 49 DEGREES 35' EAST 303.0 FEET; THENCE
NORTH 362.7 FEET MORE OR LESS TO THE TRUE POINT OF BEGINNING;
F;XCEPT ZHAT PARCEL IN RULE AND ORDER RECORDED JANUARY 19, 1995 AT
RECEPTION NO. 2423540, COUNTY OF WELD, STATE OF C�LORADO;
AND FURTHER EXCEPT THAT PORTION CONVEYED BY DEED RECORDED
JANUARY 15, 1971 AT RECEPTION NO. 1560570.
F'ARCEL II:
THAT TRACT OF LAND LOCATED IN THE NE 1/4 OF SECTION 10, TOWNSHIP 2
NORTH, RANGE 68 WEST OF THE 6TH P.M., WELD COUNTY, COLORADO, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NE
CORNER OF SAID SECTION 10; THENCE ALONG THE NORTH LINE OF SAID NE 1/4 S
59 DEGREES 31' 00" WEST 450.00 FEET WHENCE THE NORTH 1/4 CORNER THEREOF
�3EARS S 89 DEGREES 31'00" WEST 2191.17 FEET; THENCE S 00 DEGREES 00' 00"
�:AST 392.20 FEET TO THE NORTHEAST CORNER OF THAT TRACT OF LAND
I�NOWN AS PARCEL 1 AS DESCRIBED BY DEED RECORDED AT RECEP'FION
�01932647 OF WELD COUNTY RECOR.DS AND THE POINT OF BEGINNING; THENCE
S 90 DEGREES 00' 00" WEST 195.0Q FEET; THENCE N 00 DEGREES 00' 00" WEST 166.02
I�EET TO A POINT ON THE NORTHEAS'I'ERLY LINE UF T'HAT TRACT OF LAND
ICNOWN AS PARCEL 2 AS DESCRIBED BY DEED RECORDED AT RECEPTION
�`01932647 OF WELD COUNTY RECORDS; THENCE ALONG SAID NORTHEASTERLY
LINE S 49 DEGREES 35' 20" EAST 256.10 FEET TO THE POINT OF BEGINNING,
(:OUNTY OF WELD, STATE OF COLORADO.
Parcels I and II described above constitute contiguous parcels, such contiguity being depicted in
that survey recorded in the Weld County, Colorado (the "County") real property records on
September 16, 2011, at Reception No. 3792832. Grantor and Grantee, for themselves and their
successors in interest, and as a covenant and restriction running with the land for the benefit of
the County, agree that Pazcels I and II described above (i) shall constitute one unified parcel for
purposes of the County's subdivision ordinances and regulations, and (ii) may not be transferred
separately from one another unless they are subsequentty resubdivided in accordance with the
('ounty's subdivision ordinances and regulations.
A-1
9�8153.1
i�iiiii �t�ii «ii�� ii�iii iiiii i���� �ii� ui i�i�t i�iN ��ii
3798933 10/14/2011 04:48P Weld County, C0
3 ot 3 R 21.00 D 0.�0 Steve Mo�eno Clerk d� Recordes
Exhibit B
TITLE EXCEPTIONS
1. Taxes for ihe yeaz 20l 1 and subsequent years, a lien not yet due and payable.
All easements, encumbrances and other matters of record.
958153. i U' 1
39510 LONGMONT, CO - EQUIPMENT LAYOUT 2
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SAIESfIOORAREA =1.lEY
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ELEYHI
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7•ELEVEN, INC.
March 31, 2020
Chloe Rempel, Deputy Clerk to the Board
Weld County
1150 O Street
Greeley, CO 80631
RE: Transfer of Ownership/FMB Off Premises Licenses
7-Eleven, Inc. dba 7-Eleven Store 3951DH
3914 Colorado Highway 119, Longmont, CO
Dear Ms, Rempel:
With respect to the control of alcohol beverage product at the above-referenced
establishment, back stock for alcohol will be stored in the cooler which is
inaccessible to guests, Alcohol doors have lodcs on the doors that remain
locked during restricted hours. Only the manager or lead on duty is able to lock
and unlock the doors.
The store also verifies video and electronic transactions of receipts to verify that
no alcohol sales are happening outside of saleable hours. Our register system
also prevents scans of alcohol after 12pm and does not allow any sales before
8am. The store also requires ID for all restricted item sales during saleable
hours.
Should you have any questions, please do not hesitate to call me at 562-458-
8012. Thank you,
Sincerely,
Maria Figueroa
Senior Flagship Area Manager- West
Horizon Zone — 7-Eleven, Inc,
(562) 458-8012
Maria.FigueroaCa�7-1 l.com
One Arts Plaza / 1722 Routh Strret, Suite 1000 J Dallas, TX 75201 • Mailing Address: Dox 711 / Dallas, TX
75221-0711
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�ata layers that appear on this map may or may � NOt25: 7-Evelen, Inc., dba 7-Eleven Store 39510H 3914
not be accurate, current, or otherwise reliabie. State Highway 119, Longmont, CO 80504
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.
�� 7-Eleven, Inc., dba 7-Eleven Store 39510H 6/3/2025 8 45 33AM
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A Notes: �-Eleven, Inc, dba / Lleven Store 39510H 3914
State Highway 119, Longmont, CO 80504
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 desiqnation 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 COMPLETENE55, ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR ACCEPTS ANY LIABILITY, ARISING FROM ANY INCORRECT, INCOMPLETE OR MISLEADING INFORMATION
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Note5: � Eleven, Inc., dba I Eleven Store 39510H
3914 State Highway 119, Longmont, CO 80504
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 PURPOSE5. WELD COUNTY MAKES NO WARRANTIES OR GUARANTEES, EITHER EXPRESSED
OR IMPLIED AS TO THE COMPLETENES5, ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR ACCEPTS ANY LIABILITY, ARISING FROM ANY INCORRECT, INCOMPLETE OR MISLEADING INFORMATION
CONTAINED THEREIN.
6/3/25, 8 42 AM Property Report
����, „
Weld County Property Information (970) 400-3650
PROPERlY PORTAL Technical Support (970) 400-4357
Account:R55��5�6
June 3, 2025
Account Information
Local School
Account Tax Actual Govt
Account Parcel Type Year Bwldmgs Value Assessed Assessed
Value Value
R5588586 131310100012 Commercial 2025 1 2,146,000 579,420 579,420
Legal
25107C PT NE4 10 2 68 BEG AT PT S89D31'W 450' & 30'S OF NE COR S89D31'W 65' S45D05'W
234 1' S49D35'E 303' N362 7' TO BEG EXC PARCELAWARDED TO HWY DEPT
Subdrnsion Block Lot Land Economic Area
FIRESTONE DEL CAMINO W OF I-25
Property Address Property City Section Township Range
3914 HIGHWAY 119 WELD 10 02 68
Owner(s)
Account Owner Name Address
R5588586 BURGERAVENUE INVESTMENTS 217 W OLIVE ST FORT COLLINS, CO
LLP 805212714
Document History
https //propertyreport weld govl�account=R5588586 1/6
6/3/25, S 42 AM Property Report _ �
Rec�ption Rec Date Type Grantor Grantee Doc Fee Sale Date Sale Price
01966823 05-14-1984 WDN 0 00 01-01-1900 0
WELD CASE Z-106'
1706448 12-21-1976 COZ COUNTY ZONING C-3 0 00 NA 0
ZONING
BURGER
20fi�157 08-29-1986 �1/D SCHRADER AVENUE 35 00 08-25-1986 350,000
OIL CO INVESTMENTS
LTD
BURGER BURGER
3798933 10-14-2011 SWDN AVENUE AVENUE 0 00 10-11-2011 0
INVESTMENTS INVESTMENTS
LLP LLP
38�3848 06-20-2012 SPR SITE PLAN SPR-445 0 00 NA 0
REVIEW
4617668 0S-10-2020 SURV R68 T2 S10 R68 T2 S10 0 00 0S-03-2020 0
NE4 PT NE4 PT
BURGER
X0Q12915 05-14-1984 CON UNK AVENUE �7 00 05-141984 170,000
INVESTMENTS
LTD
*If the hyperlmk 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
Budding Information
Building 1
AccountNo BuddinglD Occupancy
R5588586 1 Mini-Mart Convenience Stores
ID Type NBHD Occupancy Complete Bedrooms Baths
1 Commercial 3919 Mini-Mart Convenience 100 0 0 00
Stores
ID Exterior Cover Interior HVAC Perimeter Units YPe Make
1 NA NA NA Package 2y6 0 NA NA
Und
Total Finished
Square Condo Garage Carport Balcony Porch
ID Ft SF Basement Basement SF SF SF SF
SF SF
1 4,292 0 0 0 0 0 0 0
https //propertyreport weld gov/�account=R5588586
6/3/25, S 42 AM Property Report
Budt As Detads for Bwldin 1
ID Budt As Square Ft Year Budt Stones Length Width
1 00 Mmi-Mart Convenience Stores 4,292 1986 1 0 0
Additional Detads for Buddm 1
ID Detail Type Descnption Unrts
1 AddOn AsphaltAverage 1710000
1 Add On Com Canopies Steel Average 3360 00
1 Add On Concrete Slab Average 4500 00
1 Add On Trash Enclosures Average 1 00
Valuation Information
Type Code Descnption Actual Value Local GovtAssessed Value SchoolAssessed Value Acres Land SqF
Improvement 22�2 MERCHANDISING- 1,678,631 _ 453,230 453,230 0 000
IMPROVEMENT
Land 2130 SPECIAL 467 369 126 190 126 190 1 037 45,15
PURPOSE-LAND
Totals - - 2,146,000 579,420 579,420 1037 45,15
Comparable sales for your Residential or Commercial property
may be found us�ng our SALES SEARCH TOOL
Values are updated annually on May 1 st for Real Property and June
15th for Personal Property and Oil and Gas ,
Tax Authorities
https //propertyreport weld �v/�account=R5588586
6/3/25, 8:42 AM
Tax
Area
2341
2341
2341
2341
2341
2341
2341
2341
Total
District District Name
ID
1050
0311
1202
0512
0301
0213
0620
0100
Property Report
Local School
Govt Estimated
Mill LeV�y Taxes
Levy
HIGH PLAINS LIBRARY
LEFT HAND WATER
LONGMONT CONSERVATION
MOUNTAIN VIEW FIRE
PROTECTION DISTRICT
NORTHERN COLORAOO WATER
(NCW)
SCHOOL DIST RE1J-LONGMONT
ST VRAIN SANITATION
WELD COUNTY
3.179 0.000 $1,841.98
0.000 0.000 $0.00
0.000 0.000 $0.00
16.247 0.000 $9,413.84
1.000 0.000 $579.42
0.000 57.168 $33,124.28
0.316 0.000 $183.10
15.956 0.000 $9,245.23
36.698 57.168 E54,387.84
The estimate of tax is based on the prior year mill levy and the 2025 projected
assessment rates. Mill levies and tax estimates will be updated yearly on December
22nd for the current year. Additional information can be found at
https://assessor.weld.gov
`
—
Photo
Building 1
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6l3/25, 8 42 AM Property Report
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Page 1
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Map
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Phone: (970) 400-4225
1150 O Street
P.O. Box 758
; '� � �� �; T� Greeley, Colorado 80632
'�`_
www.weld.gov
June 16, 2025
ATTN DAYNA EPLEY
7 ELEVEN INC
DBA 7 ELEVEN STORE 39510H
PO BOX 139044
DALLAS TX 75313
Re: Application for Renewal of Fermented Malt Beverage and Wine Off-Premises
(County) License — 7-Eleven, Inc., dba 7-Eleven Store 39510H
Dear Licensee:
This is to advise you that the Weld County Board of Commissioners will hear your request
for renewal of a liquor license and to register a manager at the property described as:
3914 State Highway 119, Longmont, Colorado 80504. The meeting is scheduled for
Wednesday, June 25, 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 Iflesner _weld.gov.
Respectfully,
��C,�"1 ���Q��L��(.
Leah Flesner
Deputy Clerk to the Board
Enclosures: Receipt
cc: Weld County Attorney's Office
Page 1 of 1
Leah Flesner
From: Leah Flesner
Sent: Monday, June 16, 2025 10:17 AM
To: electronicrenewals@7-11.com
Cc: Chloe White
Subject: Notice of Hearing - 7-Eleven, Inc., dba 7-Eleven Store 39510H
Attachments: Notice of Hearing - 7-Eleven Inc., dba 7-Eleven Store 39510H.pdf
Good morning,
This is to advise you that the Weld County Board of Commissioners will hear your request for renewal of a liquor
ticense and to regester a manager at the property described as: 3914 State Highway 119, Longmont,
Colorado 80504. The meeting is scheduled for Wednesday, June 25, 2025, at 9:00 a.m. While this is a public
meeting and you are welcome to attend, your attendance is not mandatory at this time. Please see the attached
letter for further iriformation (hard-copies to follow).
Sincere regards,
_�R,�,-
�
� ' t
.. ..
Leah Flesner
Deputy Clerk to the Board
Desk: 970-400-4227
P.O. Box 758. 1150 O St., Greeley, CO 80632
�� � �O
Join Our Tecm
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 ohhervvise 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 Name Company Address 1 City State Postal Email
Code
DAYNA EPLEY 7 ELEVEN PO BOX DALLAS TX 75313 electronicrenewals@7-
INC DBA 7 139044 11.com
ELEVEN
I STORE I i
39510H
_ _ __ _ .
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 16th day of June, 2025.
�����
Leah Flesner
Deputy Clerk to the Board
Page 1 of 1
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Recei pt�
� 7-Eleven, Inc.
3200 Hackberry Rd
EL�Irving, TX 75063
.
513547 LOC�QLIC711
Pay Ezacdy
One Hundred Seven Dollars And 50 Cents
To t6e Order of:
WELD COUNTY
CLERK TO THE BOARD
1150 O ST
GREELY, CO 80631
�
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Check No.
0021167765
Date: 05-30-2025
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RECE I PT DATE ��_l _(� �� No. 92908
RECEIVED FROM�� ��� �C1
ADDRESS �CX� �C�GI�:�r�C� CL[�� Z�\ �L�-� TX i.-�?
(�C1P �1(�i'�`�'�G� �Q,1Ci� �' �'� l[iL� -- $ 1 i�� • fJ �
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Payment Receipt Confirmation
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Receipt Contact Information ` � .
)
Contact Name Liquor Enforcement Division Contact Url https //sbe colorado gov/contact-
Contact Emad dor_liqhcensing@state co us the-hquor-and-tobacco-
Contact Phone 303-205-2300 , enforcement-division
Contact Address 1707 Cole Blvd , Surte 300
Lakewood, CO 80401
Transaction Summary -
Rece�pt Confirmat�on_
Description ' � � Amount
�----��. ,----- — ---------- --------_--_—__ --��� �I----.�._---_--I
; DOR Liquor Enforcement Division Payment $367 50 ;
--t-- ---
, Service Fee —� — -- -- ---- ----v— — ---- -- � -- ----- -----$9 04
� TOTAL -- -- ---- —^------ — -- -- - $376 54 I
This onhne serwce is provided by a 3rd party working in partnership wrth the state Df Colorado The pnce of items purchased through this service
includes revenue used to develop, maintain, and enhance the state's official web portal, Colorado gov
�`
Customer Informabon ,
Customer Name 7-ELEVEN, INC Receipt Date 5/30/2025
Company Name 7-ELEVEN, INC DBA 7-ELEVEN Receipt Time 01 07 29 PM MDT
39510H ,
Local ReferencelD 079763cd-82ed-46a7�adb2- �
7b899adaaa00 �
Payment Information
Payment Type Gedit Card Cred�t Card Number ******6440
Credit�ard Type VISA OrderlD 249807724 �
Name on Cred�t Card KARLA APARICIO
Bdling Information
B�Iling Address 3200 HACKBERRY RD Phone Number 9728280711 (
Bdhng City, State ' DALLAS, TX, TX This receipt has been emailed to the address below
Bdlmg Zip/Postal Code 75063 Emad Address ELECTRONICRENEWALS@7-11 COM
Country US
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Staff Referral Re�ponse�
Leah Flesner
From: Leah Flesner
Sent: Tuesday, June 10, 2025 11:12 AM
To: Adria Sthiel; Benjamin Endreson; Bruce Barker; Byron Howell; Chloe White; Christopher
McDonald; Curtis Hall; David Eisenbraun; Diana Aungst; Duane Naibauer; Karin
McDougal; Leah Flesner; Matthew Conroy; Maxwell Nader; Nick Trautner;
'rgodin@weld.gov'; Sam Kaneta III; Wendi Inloes; Will Grumet
Cc: Chloe White
Subject: Referral Response Requested - Renewal Liquor License - 7-Eleven, Inc., dba 7-Eleven
Store 39510H
Attachments: Renewal Liquor License - 7-Eleven, Inc..pdf; Staff Referral Memo - 7-Eleven, Inc.pdf
Good morning,
In accordance with the procedures for processing Renewal Liquor License Applications, please complete and
return the attached "Staff Referral Memo — 7-Eleven, Inc.". Your report will be used by the Board of County
Commissioners in considering the Applicant's Liquor License.
Please Respond No Later Than:
Please note:
1. Applicant: 7-Eleven, Inc., dba 7-Eleven Store 39510H
Rachael Shelinbarger, Operating Manager
Dayna Epley, Licensing Manager
Address: 3914 State Highway 119, Longmont, CO 80504
File Location: LC0052
1. Fermenteri Malt Beverage and Wine Off-Premises (County) Licenses allow fermented malt beverages and
vinous liquors to be sold for off-premises consumption only.
2. At least 20% of sales must come from packaged food products.
3. The property is permitted under SPR-445
Thank you,
COUNTY. CO
Leah Flesner
Deputy Clerk to the Board
Desk: 970-400-4227
P.O. Box 758, 1150 O St., Greeley, CO 80632
� � � � O
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' Clerk to the Board's Office
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Phone: (970) 400-4225
1150 O Street
P.O. Box 758
� �,� �� Greeley, Colorado 80632
(�4�. ��� www.weld.qov
f�:%,-�.: --
Referral Form
Date: 6/10/2025
To: Wekf County Board of Commissioners
From: Sam Kaneta III, Captain
The Weld County Clerk to the Board's Office has received an application for the below
listed itsm in Unincorporated Weld County:
Action: Renewal
License Type: Fermented Malt Beverage and Wine Off-Premies (County) License
Applicant(s): 7-Eleven, Inc., dba 7-Eleven Store 39510H
Rachael Shelinbarger, Operating Manager
Dayna Epley, Licensing Manager
Address: 3914 State Highway 119, Longmont, CO 80504
File Location: LC0052
Reply By: Monday, June 23, 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 cansideration 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.qov
BWe 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 harve reviewed the request and recommend approval given that the below or
attached conditions are met.
❑See attached letter or comments below.
Multiple reports exist. Nearly all are due to the transient nature of the business, located
off finro major highways, not as a result of the business itself.
Page 2 of 2
Clerk to the Board's Office
i-��1 - " -� � ---;�
�in :� �`' _' ,-1
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, � ,�, _ _
Referral Form
Date: 6/10/2025
To: Weld County Board of Commissioners
From: Chris McDonald, WCDPHE
Phone: (970) 400-4225
1150 O Street
P.O. Box 758
Greeley, Colorado 80632
www.weld.qov
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: Fermented Malt Beverage and Wine Off-Premies (County) License
Applicant(s)
Address
7-Eleven, Inc., dba 7-Eleven Store 39510H
Rachael Shelinbarger, Operating Manager
Dayna Epley, Licensing Manager
3914 State Highway 119, Longmont, CO 80504
File Location: LC0052
Reply By: Monday, June 23, 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
BWe 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
�''^ 1 I % r �
-,�,r ..=-__86�.�s<... -
� — Phone: (970) 400-4225
1150 O Street
P.O. Box 758
- �i; Greeley, Colorado 80632
�a�'�i �� www.weld.qov
s ,�
�._-._ _ _
Referral Form
Date: 6/13/2025
To: Weld County Board of Commissioners
From: Maxwell Nader
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: Fermented Malt Beverage and Wine Off-Premies (County) License
Applicant(s): 7-Eleven, Inc., dba 7-Eleven Store 39510H
Rachael Shelinbarger, Operating Manager
Dayna Epley, Licensing Manager
Address: 3914 State Highway 119, Longmont, CO 80504
File Location: LC0052
Reply By: Monday, June 23, 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.qov
BWe 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.
Current site is in compliance with land use permits and building permits.
Page 2 of 2
,;:
Clerk to the Board's Office
� ``,�\ tg�i �'..
- - Phone: (970) 400-4225
1150 O Street
P.O. Box 758
,�1 �f � Greeley, Colorado 80632
+"�� � " www.weld.gov
� ! -:? . � - - -'': I
Referral Form
Date: 6/13/'2025
To: Weld County Board of Commissioners
From: Public Works, Curtis Hall
The Weki County Clerk to the Board's Office has received an application for the below
listed item in Unincorporated Weld County:
Action: Renewal
License Type: Fermented Malt Beverage and Wine Off-Premies (County) License
Applicant(s): 7-Eleven, Inc., dba 7-Eleven Store 39510H
Rachael Shelinbarger, Operating Manager
Dayna Epley, Licensing Manager
Address: 3914 State Highway 119, Longmont, CO 80504
File Location: LC0052
Reply �jr: Monday, June 23, 2025
Page 1 of 2
The appication 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 c(�.weld.qov
BWe 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
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Phone: (970) 400-4225
1150 O Street
P.O. Box 758
'� O � ti T v Greeley, Colorado 80632
www.weld.qov
June 26, 2025
COLORADO DEPARTMENT OF REVENUE
LIQUOR ENFORCEMENT DIVISION
PO BOX 17087
DENVER CO 80217-0087
Re: Permit Application and Report of Changes Form, and Renewal Application for a
Fermented Malt Beverage and Wine Off-Premises (County) License — 7-Eleven, Inc.,
dba 7-Eleven Store 39510H
To Whom It May Concern:
Please see the attached renewal application and a copy of all supporting documentation.
The associated fees were paid online and a copy of the receipt is in the packet. The Weld
County Board of Commissioners approved the application on Wednesday, June 25, 2025.
If you ha�re questions or need additional information, please do not hesitate to contact me
at (970} 400-4227 or Ifiesner _weld.qov.
R pectfukly,
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Leah Flesner
Deputy Gerk to the Board
Page 1 of 1
Transaction Record
TRACKING NO.: SHIP DATE: ESTIMATED SHIPPING CHARGES:
882327527018 Jun 26, 2025 7.61 USD
From address To address
Leah Flesner LI�UOR ENFORCEMENT DIVISION
WELD COUNTY COLO�RADO DEPARTMENT OF REVENUE
1150 O STREET RM 165 PO BOX 17087
80631 CO GREELEY 802170087 CO DENVER
US US
Phone:9704004225 Phone:3032052300
Iflesner@weld.gov
Package irtormation
Pieces Weight Dimensions (LxWxH) Carriage value Package options
1 x 0.401b n/a
Packaging typ�: Servica:
Your Packaging FedEx 2Day
Billing information
Biil transportation cost to: "'**`483
Bill duties, taxes and fees to:
Your reference: WELD CLERK TO THE BOARD
Pickup / drop-off type:
I'll drop off my shipment at a FedEx
location
P.O. No.: LEAH FLESNER
Invoice No.: CTB
Department No.: 10400
Pleeee note: This lrarTsaction record is neither a sta{ement nor an invoice, and does not confirtn shipment tendered to FedEx or paymenL FedEx will nol be responsible
for any claim in axcess of $100 per package, whether the result of loss, damage, delay, non-dAivery, misdelivery, or misinformation, unless you declare a higher value,
pay an additional charga, document your actual loss and file a timely claim. Limilations found in ihe current FedEx Service Guide apply. Your right to recover from FedEx
for any loss, induding intrinsic value of the package, loss of sales, income interest, profit, attorney's fees, costs, and other forms of damage whether direct, incidental,
consequential, or s'ecial is limited to the greater of S100 or the authorized declared value. Recovery cannot exceed actual documented loss. Maximum for items of
extraordinary value is $1000, e.g., jewelry, precious metals, negotiable instruments and other iYems listed in our Service Guide. Written claims must be fled within strict
time limits; Consult the applicable FedEx Service Guide for details. The estimaled shipping ch�ge may be different than the actual charges for your shipment. Differences
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delay. non-delivery, misdelivery, or misinformation, unless you declare a higher value, pay an additional charge, document
your actual loss and itle a timely claim. Limitationsfound in the current FedEx Service Guide apply. Your right to recoverfrom
FedExfor any loss, including intrinsic value of the package, loss of sales, income interest, profit, attorney's fees, costs, and
other forms of damage whether direct, incidental, consequential, or special is limited to the greater of $100 or the authorized
deciared value. RPcovery cannot exceed actual documented loss. Maximum for items of extraordinary value is $1,000, e.g.
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Site Pian Revievv
S P R-445
PL STAFF REPORT RETAINED IN TYLER
REMAINDER RETAINED IN PAPER
��/ � LIQUOR FILE
� � ORIGINAL CASE FILE MAINTAINED BY
� PLANNING
���D�. S/T� PL�}N 12E1ilEW
COLORADO f}�l2LGl2GS�YGT�'Gl�e TZeI/G2W
Planner Kim Ogle Case Number Site Plan Review SPR-445
Parce� Number 1313-10-1-00-012 and 1313-10-1-00-036
Appbcant David Carpenter
J 0 Carpenter Company
4060 NW U�bandale Drive
Urbandale lowa 50322
l.egal Descnption Part NEQ Section 10 T2N R68W o{ the G�" P M, Weld County CO
Zoning C-3 (Busmess Commerciaq
Situs 3914 Hwy 119 Longmont Colorado 80504
Proposed Use S�te Plan Review tor stores and shops furnishmg services and merchandise at
retad lo the general public restaurants, including dnve-in restaurants and
gasohne service stations car washes and vehicle servtcelrepair eslabtishments
S�te Plan Revfew SWn�irds
�Jeets Fhe Intent ci the
� Cemmen6 N'eld CCunty Ccsde
S�ta Plan Cerbhcation YES
RetenUon FacdiUes Department of Pu61ic Works re(erral daled July 7 2011 YES
ON streel Parbnc� Deparimenl ol Pianrnng Services calcu4�bon 24 spaces YES
47 spaces de6nealed on lans
LoaJing preas YES
Access Departmenl ol Pub6c Works referral dated July 7, 2011 'fES
Setback Reywrem�its 25 Feet YES
Oltset Requuements 10 Feel YE5
Landscaping YES
i rash Col�ecli�n and Starege YES
Potable ;:ater leh Hand 1"latsr Distncl, Tap No 90 0� 1 05 YES
Sew�e O�sposal St Vrain SamiaUon O�slnct lhe appl�cant lo prowde ewdence thal NO
service is avadable and a tap has been acquired
Enviranment Standards Departmenl of Pub6c Heallh and EnviranmeM referral daled July 1, YES
2011
Property �dainle�anee YES
Narrative
Sil� Plan Review No 7G was previously reviewed and approved by staff in 1986 for Burger King
Re�aurant This apphcation is for a convenience store gas stahon with pumps and a restaurant
inclading a dnve-in restaurant Galloway and Company Inc who represents the J D Carpenker
Company has no affdiation to the previous owners at this lacation Given the current owner, and the
proposed use as herein deflned, to include, stores and shops fumishing serwces and merchandise at
ret�l to the general pubhc restaurants, �ncluding dnve-in reslaurants and gasoline service stations car
wa�es and vehicle service/repair establishments in the C-3 (Business Commercial) Zone Distnct Site
Plan Review No 445 will take precedence for all specific site related improvement and activities thereby
making SPR-76 obsolete The property owner should request � vacate Site Plan Review # 7G in wnting
Th� property is to be redeveloped into a modem convenience store with a quick service restaurant and
reta�i (uel sales component The existing 3990 square foot single story budding wdl be remodeled into an
approximately 2790 square foot convenience store and an approximate 1200 square foot quick service
restaurant The convenience store and retad fuel sales component wdl operate 24 hours a day and the
facrtity �aill offer convenience onented retail merchandise as �ell as pre-packaged and self service food
and beverage items Pubhc restrooms will be incorporated mto this remodel
Th�property is descnbed as two separate parcels of land ad�acent to each other The existing structure
currently straddles the property line, and therefore does not meet setbacks As the building was
permitted and constructed to the srte, in error staff is requestirx� that the property owner, Burger Avenue
Inv�tments Lfd of 215 W Magnoha Street Suite 200 Fort Collins, Colorado 80521 consider combing
the two properbes by Deed
Th�s s�te plan rev�ew rs appr�ved w�th the attached conditrnns
1 The Sife Plan Review Map shall be prepared m accordance with Section 23-2-160 V of the Weld
County Code More than one sheet may be required to adequately address the components
associated with this development site (Department ofPlanning Services)
2 Pnoi to recording the Site Plan Review plat, lhe apphcant shall address the following to the
Department of Planning Services' saUsfaction
- Ja The apphcant shall address the requirements of the Weld County Budding Department,
as stated in lhe referral response dated July 1 2011 mcluding but not limited to any work
requinng a Building Permit per Sechon 29-3-t0 of the Weld County Code (Depariment
of Planning Services)
B The apphcant shall attempt to address the genaral requirements from the Town of
Firestone as stated in their referral dated June 21, 2011 Wntten evidence of such to be
submitted to the Department of Planning Services (Town of Firestone)
C The applicant shall attempt to address the requirements of the Mountain View Fire
Protection Distnct as stated m their referral da�d June 6, 2011 Wntten evidence of such
to be submitted to the,Deparhnent of Planning Services (Mountam View Fire Rrotechon
Distnct)
D 7he applicant shall address the reyuirements of the Ru�al Ditch Company as stated m
the referrai response dated J�me 21 2011 including but not hmited to demonstration that
the site grading does not allow for any runoff from this property into the Rural Ditch The
Rural Ditch is an achve agnculturai ditch and aa�y runoff from this property wdl have a
high potential to be contaminated with residua[waste od and gasoline We request that
the applicant to provide a dramage map lhat has enough detad to demonstrate that sheet
flow from their proposed development will not flow uito our ditch Also we request fhat
the applicant install and maintain at leasl two monifor wells along their westem border
with the Ruraf Ditch and provide access to the results of this site monilonng Wntten
evidence of such to be submrtted to the Depar�ment of Piannmg Services (Rural Ditch)
E The apphcant shall submit evidence of an Air Pollution Emission Notice (A P E N) and
Emissions Permit application from the Air Pollution Control Division (APCD), Colorado
Department of Health and Environment Altemately, the applicant can provide evidence
from the APCD that they are not sub�ect to th�se reqwrements (Written evidence of such
to be submitted to the Department of Plannmg Services Weld County Department of
Public Health and Environment)
F The applicant shall comply with Colorado Retail Food Estabhshment Rules and
Regulations governing the regulation of food s�rvice estabhshments Evidence lhat the
applicant has applied for a Retad Food Establishment License for the on-site commercial
kitchen shall be provided to the Weld County Department of Public Health and
Environment and to the Weld Cowity Planning Department Wntten evidence of such to
be submitled to the Department of Planning Services (Weld County Department of
f�ubhc Heaith and Environment)
G The apphcant shall submit evidence of an UncFErground Storage Tank permit from the
Colorado Department of Labor and Employment (CDL&E), Od Inspechon Section for any
underground storage tanks located on the site Alternately, the apphcant can provide
evidence from the (CDL&E), Oil Inspection Section that they are not sub�ect to these
requirements Wrrtten evidence of such to be submitted to the Department of Plannmg
Services (Weld County Department of Public Health and Environment)
H 4The apphcant shall submrt a waste handhng plan for approval, to the Environmental
Health Services Division of lhe Weld County Qepartment of Public Health & Environment
The plan shall include at a minimum the follo�,ring
1) A hsl of wastes which are expected ro be generated on site (this should include
expected volumes and types of waste generated)
2) A list of the type and volume of chemicals expected to be stored on site
3) The waste handler and facihty where th� waste wdl be disposed (including the
facddy itame address and phone number) Wntten evidence of such to be
submilted to the Department of Planninq Seivices (Weld County Department o(
Public Health and Environment)
I A waste handGng plan is required and should include clean up and disposal of fuel spills
and disposal of trash and garbage, and grease The waste handling plan should also
include the names and addresses of the waste handlers and disposal sites Wntten
evidence of such to be submitted to the Department of Planning Services ((Department
of Public Health and Environment)
J A Retail Food Estabhshment License is required A plan review by Weld County
Environmental Health Serwces wdl be required prior to issuance of the food hcense
Written ev�dence of such to be submitted to the Department of Planning Services
(Department of Public Health and Environment)
K A Preliminary Dramage Report for J D Carpenter Company Fueling Facihty and
Convenience Store dated May 18 2011 was submrtted The report was prepared by
Galloway & Company Inc This report is acceplable Please suhmit the Final Drainage
Report and ensure that it is signed and stamped by a Professional Engineer registered in
the Stale of Colorado (Department of Pubhc Works)
L The applicanl shall submit an updated letter from the St Vrain Sandation Distnct
indicating lhat they have the abdity to serve the site Wntten evidence of such to be
submdted to the Departmenl of Planning Secvices (Department of Planning Serwces)
M One month prior to construcUon actwrties
1 A State stonrwater discharge pemiit mayl be required for a development /
redevelopment / conslrucUon srte ovhere a conliguous or non-contiguous land
disturbance is greater than or equal to one acre in area Contact the Water
Ouality Control Division of the Colorado Department of Public Health and
Env�ronment at www cdphe slate �o us/wq/PermitsUnrt for apphcation more
information �
? Submit full size plan drawings to ti3e Mountain,View Fire Protechon Distnct for
review These plans should shoav building location and size curb cut locations
and width, width of dnves through the site, location of fuelmg islands and
location of underground tanks Show on this same plan the location of any fire ,
hydrants (International Fire Code Section 501 3) (Mountain View Fire Protection
Distnct)
f Submrt budding construction plans io the Mountain View Fire Protechon Distnct
for review and approval Include drawings showmg kitchen equipment and
location (International Fire Code Section 501 3) (Mountain View Fire Protechon
Disfncq
I Submit shop drawmgs for the und2rground tank and associated pipmg to the
dispensing units as well as, the process to be followed for the installation to the
Mountain View Fire Protection Destnct for rewew (International Fire Code
Section 105 4) (Mounlain View FireQrotection Distnct)
The plal shall be amended ro delineafe lhe fnllowmg
1 All sheels of the plal shall be labeled Site Plan Review SPR-445 (Departmenl
of Planning Services)
2 The Site Plan Review Map shall be prepared in accordance with Section 23-2-
16� V of the Weld County Code (Department of Planning Services)
3 Delineate the three existing accesses to this parcel One access is located within
100 feet of the intersection This access shall be restncted to be an entrance only
access The other two accesses shall remam as full movement accesses All
access points shall be clearly labeled on the plat (Department ot Pubhc Works)
4 Turner Boulevard is designated on the Weld County Road Classrfication Plan as
a collector road, which reqwres 80 feet of nghl-of-way at full budd out There is
presently 60 feet of right-of-way An additional 10 feet shali be delmeated on the
plat as future Tumer Boulevard nghi-of-way No structures may be budt within the
nght-of-way or future nght-of-way All setbacks shall be measured (rom the edge
of future nght-of-way The apphcant shall venfy the exishng nght-of-way and the
documenls creating the nght-of-way and this information shali be noted on the
plat If the right-of-way cannot be venf�ed, il shall be dedicated This road is
mainlained by Weld County (Deparh�enl of Pubhc Works)
6 Delineale all easements of record (Department of Planning Services)
P The following notes shall be placed on lhe plat
� �1 All proposed or existing structures wdl or do meet the muvmum setback and
offset reyuirements for the zone distnct in which the property is located
Pursuant to the definition of setbac� in the Weld Counry Code, the reqwred
setback is measured from lhe future nght-of-way hne (Department of Plannmg
Services}
2 In the event that a poition of the b�lding is proposed to be leased or sold to
another party in the future, the apphcant shall submd a copy of lhe lease of sales
agreement and inFormation regarding the proposed use of the leased porhon to
the Weid County Buddmg Inspection Department Mountain View Fire Profechon
Distnct, Weld County Department of Pubhc Health and Environment and the
Department of Plannu�g Services for review Based upon lhe proposed use
andlor impacls of the leased portion the Department of Planning Services may
require a new Site Plan Review applicalion (Department of Planning Serv�ces)
3 In accordance with the Weld County Code no land, budding or structure shall be
changed in use or type of occupancy, developed, erected, constructed,
recons�ructed, moved or structurally altered or operated m Ihe Commercial and
, Industnal Zone Distnct unUl a S�te Pian Review has been approved by the
Department of Planning Services (DeparU�ient of Planning Services)
4 All hquid and solid wastes (as defined in the Solid Wastes Disposal Sites and
Facdihes Act 30-20-1Q0 5 C R S, as amended) shall be stored and removed
for hnal disposal in a manner that protects against surface and groundwater
contamination (Department of Pubhc Health and Emironment)
� 5 No permanen� disposal of wastes sha0 be permrtted at this site This is not meant
to inckude those wastes specificaliy excluded (rom the definition o( a sol�d waste
in the Sohd Wastes Disposal Sdes and Facihties Act 30-20-100 5 C R S as
amended (Department of Pubhc Health and Environment)
6 Waste matenals shall be handled stored and disposed of in a manner that
controls fugitive dust blowing debn� and other potential nuisance conditions
(Departmenl of Public Health and Environment)
7 The applicant shall operate in accordance with the approved "waste handluig
plan at all times (Department of Public Heallh and Environment)
8 Adequate dnnking hand washing and toilet facilities shall be provided for
employees and patrons oi the facdity, at all times {Department of Pubhc Health
and Environmenq
9 The applicant shall comply with ali provisions of the State Underground Storage
7ank Regulations (Department of Public Health and Environment)
10 This facdity shali adhere to the maxin�um permissible noise levels allowed ui lhe
Commeraal Zone as delineated in Sechon 14-9-30 0( the Weld County Code
(Department of Public Health and Environment}
11 Adequale drinkmg hand washmg �nd todet facdities shall be provided for
employees and patrons of the facdity, at all times (Department of Public Health
and Environmenq
12 The faciliry shall utdize the ewsting municipal sewage treatmenl system (St Vrain
Sanitahon Distncq (Department of Pubhc Health and Environment)
13 The facility shall utilize lhe existing public water supply (Left Hand Water Distnct)
(Department of Pubhc Health and Environment)
14 All potentially hazardous chemicals must be handled in a safe manner in
accordance with product labehng and in a manner that minimizes the release of
hazardous air poliutants (HAP's) and volatde organic compounds (VOCs)
(Department of Pubhc Health and Endironment)
15 If apphcable, the apphcant shall obtain a stormwater discharge permit from the
Colorado Department of Pubhc Health & Environment, Water Qualdy Control
Division (Department of PuLlic Health and Environment)
1G The applicant shall comply with Colorado Retail Food [stabhsliment Rules and
RegulaUons governing the regulaUon of food service estabhshments
(Depar�ment of Pubhc Health and Enwironment)
17 The operation shall comply with all apphcable rules and regulations of 5tate and
Federal agencies and the Weld Counry Code (Department of Pubhc Health and
Environment)
18 If applicable, the applicant shall oblain a stormwater discharge permit (rom the
Colorado Department of Pubhc Healih & Environment, Water Quahry Control
Division (Department of Pubhc Heallh and Environment)
19 The operation shall coirply with all applicable rules and regulations of State and
Federal agencies and the Weld Counry Code (Department of Pubhc Health and
Environment)
20 A budding permit wiil be required for tl�e canopy over the fueling station
(Department of Budding Inspe�tion)
21 A Change of Use permit will be requued for the interior reit�odel of the existing
building (Department of Bwlding Inspection)
22 A Demo pennd wdl be required prwr f� demohtion of the interior (Department of
BuOding InspecUon)
23 Accessibihty reyuirements wdl need to be met for the budding according to ANSI
Standards, and 2006 IBC (Departm�nt of Budding Inspection)
24 Buiiding permits shall be obtained pnor to startmg construction A plan review is
requved for each unit for which a budrling permit is reqwred Two complete sets
of plans are reyuired when applying fDr each permit Inciude a Code Analysis
Data sheet for the Weld Counly Budc�ng Department with each building permit
Submittal plans shall include a(loor plan showing the specrfic uses for each area
of the budding Plans shall bear the wet stamp of a Colorado registered Architect
or Engineer (Department of Btnlding InspecUon)
26 Buddings shall conform to the reywrements of the vanous codes adopted at the
time of the permit apphcation Currently the following has been adopted by Weld
County 2006 Inlemational Budding Code, 2006 International Mechanical Code
2006 International Plumbing Code: 2006 Intemahonal Fuel Gas Code 2006
International Energy Code, 2008 NEC, 2003 International ANSI 1171
Accessibility Code and Chapter 29 of the Weld County Code (Department of
Building Inspection)
27 All building plans shall be submitted to the Mountain View Fire Department for
review and approval pnor to issue of Bwlding Permils (Department of B�nlding
Inspection)
28 Landscaping matenals as indicated in khe approved Landscape I Screening Plan
shall be maintained at all times (Department of Planning Services)
29 Liyhtiny shall comply with the requirements and standards foi off-street parking
spaces per Section 23-4-3Q E Sechon 23-3-350 K and SecUon 23-3-360 F of lhe
Weld County Code (Department of Planning Services)
30 All sVuctures including signs on site must obtain the appropnate bwlding
permits (Department of Plaiuiing 5ervices)
31 Effective April 25 2011, Budding Permits issued on the proposed lots wdl be
reqwred to adhere lo the fee structure of the Weld Counly Road Impact
Program (Ordmance 2011-2) (Department of Pianning Services)
32 Effectroe Apnl 25 2011, Building Rermits issued on the proposed lats, wdl be
reqwred to adhere to lhe fee structure of lhe County Faciliry Fee and Drainage
Impact Fee (Ordinance 2011-2) (Department of Planning Services)
33 The histoncal flow patterns and run-off amounts will be maintained on site in
such a manner that it will reasonably preserve the natural character of the area
and prevent property damage of the rype generaliy attnbuted lo run-off rate and
velocity increases diversions concentration andlor unplanned ponding of storm
run-off (Department of Public Works)
34 Pursuaiit to Chapter 15, Articles I and II of the Weld County Code, if noxious
weeds exist on the property or become eslablished as a result of the proposed
development the apphcanUlandowner shall be responsible for controlling the
noxious weeds All vegetahon other than grasses needs to be maintained al a
maximum height oF 12 inches untd the area is completely developed
(Department of Public Works)
35 Weld County shall not be responsible for the maintenance of on-site drainage
related features (Department of Public Works)
36 The apphcant must �ake into consideration storm water capture/quantity and
provide accordmgly for best mar�agement practices (Department of Pubhc
Works)
2 Upon completion of 1 above the applicant shall submit a Mylar plat along with all other
documentation required �s Condilions of Approval The Mylar plat shall be recorded in the office
of the Weld County Clerk and Recorder by Department of Plannmg Services' Staff The piat shall
be prepared in accordance with the requirements of SecUon 23-2-260 D of the Weld County
Code The Mylar plat and addrtional requirements shall be submitted within thirty (30) days from
the date of the date of approval The apphcant shall be responsible for paying the recording fee
(Department of Planning Services)
3 The Department of Planning Services respectively r�quests the surveyor provide a digital copy ot
this Site Plan Acceptable CAD formats are dwg dxf, and dgn (Microstation),'acceptable GIS
formats are ArcView shapefiles, Arclnfo Coverages �nd Arclnfo Export files format type is e00
The preferred format for Images is tif (Group 4) (Group 6 is not acceptable) This digital fde may
be sent to maps(c�co weld co us (Department of Planning Services)
A No activity shall not occur nor shall any building or electncal permits he issued on the property
until �he Site Plan plat is ready lo be recorded in the office of the Weld County Clerk and
Recorder (Department of Planning Services)
5 In accordance with Weld County Code Ordmance 2QD5-7 approved June 1 2005 should Ihe plat
not be recorded within lhe required sixty (60) days From the date the Administrahve Review was
signed a 550 00 recording conbnuance charge may be added for each addihonal 3 month penod
! ,�
�•'�
Srte �1� Revrew condrtronally approved by Kim Ogle, Plann+ng Serwces
Date Ju�j�2, 2011
John Scales
Gailoway & Company Inc
5300 DTC Parkway, Swte 100
Greenwood Village, Colorado 80111
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