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Home My WebLink About20231703.tiffRESOLUTION RE: APPROVE RENEWAL APPLICATION FOR A FERMENTED MALT BEVERAGE AND WINE OFF -PREMISES (COUNTY) LICENSE ISSUED TO 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H, AND AUTHORIZE CHAIR TO SIGN - EXPIRES JULY 14, 2024 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., and 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 the renewal of the existing license, and WHEREAS, said applicant has paid the sum of $167.50 to the Colorado Department of Revenue for the renewal of the existing license and exhibited a Colorado Department of Revenue, Liquor Enforcement Division, Renewal Application for the sale of malt beverages and vinous liquors in sealed containers not for consumption at place where sold, 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 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 2023-09 for 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, 2024, 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. cc: SocRSIb54 5ty), CAC , P- PL Om la3 2023-1703 LC0052 RENEW FERMENTED MALT BEVERAGE AND WINE OFF -PREMISES (COUNTY) LICENSE - 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 19th day of June, A.D., 2023. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: if J G(� Weld County Clerk to the Board BY: • t aAdo t c Jr` Deputy Clerk to the Board AP" •' ED 1Z0Z.3 Titai Mike Fran, Chair L. Bucro-Tem K. Jame M Ross Date of signature: 2023-1703 LC0052 THIS LICENSE EXPIRES JULY 14, 2024 treCriCiWC:Ctriltrarrernr.C.M.M.CrenqJ�.J1 �Ji �...li �.J` �J� �JJ� �JJ� �JJ` � rl� License Number 2023-09 STATE OF COLORADO License Fee $10750 COUNTY OF WELD RET D WINE NSE BY AUTHORITY OF THE BOARD OF COUNTY COMMISSIONERS FOR A FERMENTED MALT BEVERAGE AND WINE OFF -PREMISES (COUNTY) LICENSE TO SELL MALT BEVERAGES AND WINE FOR OFF -PREMISES CONSUMPTION Phis is to Certify, that 7 -Eleven, Inc., dba 7 -Eleven Store 39510H, of the State of Colorado, having applied for a License to fermented malt beverages and vinous liquors at retail, and having paid to the County Treasurer the sum of One Hundred Seven and 50/100 ($107.50) Dollars; therefore, the above applicant is hereby licensed to sell fermented malt beverages a n d vinous liquors in sealed containers not for consumption at the place where sold, only at retail at said location, 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, 2023, and ending on the 14th day of July, 2024, 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 Articles 3 and 4 of Tide 44, Colorado Revised Statues, as amended. IN TESTIMONY WHEREOF, the Board of County Commissioners authorized this 19th day of June, 2023. AI _LEST: cput\ ( rk. i 0 the Board fsietto:(4. —C.A./A/L-tc, has hereunto subscribed its name by its officers duly BY The Board of County Commissioners (;hair, Board of County Commissioners seraiFJ'—CJ�5:2CJ':CJ'—CJ'—C1�CJ TO BE POSTED IN A CONSPT'1LACE. NON -TRANSFERABLE. THIS LICENSE MUST BE POSTED IN PUBLIC VIEW DR 8402 (07/01/2012) STATE OF COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1707 Cole Blvd, Suite 300 Lakewood, CO 80401 7 -ELEVEN INC dba 7- ELEVEN STORE 39510H 3914 COLORADO HIGHWAY 119 Longmont CO 80504 ALCOHOL BEVERAGE LICENSE Liquor License Number 04-01356 License Expires at Midnight 07/14/2024 License Type FERMENTED MALT BEVERAGE AND WINE(COUNT Authorized Beverages FERMENTED MALT BEVERAGE AND WINE Y) This license is issued subject to the laws of the State of Colorado and especially under the provisions of Title 44, Articles 4, 3, CRS 1973, as amended. This license is nontransferable and shall be conspicuously posted in the place above described. This license is only valid through the expiration date shown above. Any questions concerning this license should be addressed to: Colorado Liquor Enforcement Division, 1707 Cole Blvd, Suite 300 Lakewood, CO 80401. In testimony whereof, I have hereunto set my hand. 9/11/2023 DO jV7))/te Michelle Stone-Principato, Division Director Heidi Humphreys, Interim Executive Director rRLn Er D D D D CERTIFICATE OF DELIVERY DATE: September 14, 2023 FROM: Chloe A. White. Deputy Clerk to the Board Supervisor SUBJECT: 7 -Eleven, Inc., dba 7 -Eleven Store 39510H I hereby certify that I have sent the below documents in accordance with the requirements of Weld County and the Colorado Department of Revenue. Liquor Enforcement Division, on this 14th day of September, 2023. One copy of the signed Weld County Resolution approving renewal application for a Fermented Malt Beverage and Wine Off -Premises (County) License One original Weld County FMB and Wine License One copy of Colorado FMB and Wine License U.S. Postal Service' CERTIFIED MAIL° RECEIPT Domestic Mail Only For delivery information, visit our website at www.usps.com®. Certified Mail Fee Extra Services & Fees (check box, add fee as appropriate) ❑ Return Receipt (hardcopy) $ ❑ Return Receipt (electronic) $ ❑ Certified Mail Restricted Delivery $ ❑ Adult Signature Required $ ❑ Adult Signature Restricted Delivery $ Postage Total Postage and Fees Imo- $ r--1� ITo mo-Sent E�veX� � Tr�� . - .tavern-- tilt eet and A t. No., or PO Box No. ox---c3c#10Lici C. State, ZIPS -4' PS Form 3800, April 2015 PSN 7530-02-000-9047 'TX al LJqr Postmark Here o�/s(-Ala3 °t5tOH See Reverse for Instructions Weld County • Clerk to the Board's Office • 1150 O Street, Greeley, CO 80631 • (970) 400-4213 • cwhite@weld.gov Chloe White From: Sent: To: Subject: USPS Customer Support <uspscustomersupport@usps.gov> Monday, February 5, 2024 9:47 PM Chloe White Missing/Lost certified [ ref:!00Dj00GyYH.!500BY01sUds:ref Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Thank you for contacting us regarding your lost/ damaged item. Documents and merchandise accepted by the USPS that include insurance, or insurance was purchased separately, and sent to and from an address inside the U.S. are eligible to file an insurance claim. Insurance claims can be filed for lost, damaged, broken or missing pieces. There are 3 simple steps to file your claim. 1. Check the filing period 2. Gather your documents a. Proof of Insurance b. Proof of Value c. Proof of Damage 3. File your claim For items that do not include insurance and no additional insurance was purchased, we regret to inform you that an insurance claim cannot be filed. To begin the claims process, please visit: https://www.usps.com/help/claims.htm For missing merchandise, in addition to filing an insurance claim, please file an inquiry with our Mail Recovery Center at https://www.usps.com/help/missing-mail.htm For more information on How to Pack a Box, please watch our 2 min USPS TV video https://youtu.be/b4xGpzn2s5k We apologize for any inconvenience and thank you for using the United States Postal Service. The Mail Recovery Center is the U.S. Postal Services€ ms official a€oelost and founds€ department for undeliverable and non -returnable mail. Undeliverable mailpieces cannot be delivered as addressed nor returned to the sender. Undeliverable mail valued at $25.00 or more will be held for: ACC 60 days if the mailpiece is barcoded ACC 30 days if the mailpiece is not barcoded Unclaimed merchandise and items not meeting retention guidelines are disposed of in accordance with USPS Guidelines. For additional information on these USPS Guidelines or the Mail Recovery Center, please visit https://www.usps.com/help/missing-mail.htm. I still am perplexed by this one Chole. Nothing comes up in my employee tracking program, but when I use the customer one it shows me the in transit status. Above are the instructions for both the claims process and the mail recovery search. I apologize I can't find an answer to this case, but with this much time having gone by it is for sure lost. If you have anymore questions call us at the number listed below. Nicholas Richardson DT GREELEY Supervisor Customer Service 970-392-2782 DR 6400 (02/22/23) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division Submit to Local Licensing Authority Fees Due Annual Renewal Application Fee $ 50.00 Renewal Fee Storage Permit $100 X $ Sidewalk Service Area $75.00 $ Additional Optional Premise Hotel & Restaurant $100 X $ Related Facility - Campus Liquor Complex $160.00 per facility $ Amount Due/Paid $ 167.50 Make check payable to: Colorado Department of Revenue. The State may convert your check to a one- time electronic banking transaction. Your bank account may be debited as early as the same day received by the State. If converted, your check will not be returned. if your check is rejected due to insufficient or uncollected funds, the Department may collect the payment amount directly from your banking account electronically. Colorado Beer and Wine License Renewal Application Please verify & update all information below Return to city or county licensing authority by due date Licensee Name Doing Business As Name (DBA) 7 -ELEVEN, INC. 7 -ELEVEN STORE 39510H Liquor License # 'License Type 04-01356 FERMENTED MALT BEVERAGE AND WINE Sales Tax License Number Expiration Date Due Date 24111111-0488 07/14/2023 1 05/30/2023 Business Address Phone Number 3914 STATE HWY 119 LONGMONT CO 80504 (303) 774-7668 Mailing Address Email P.O. Box 139044 DALLAS TX 75313 ELECTRONICRENEWALS@7-11.COM Operating Manager Phone Number JEANNE WOLF of Birth 'Home Address 23793 E EADS DR AURORA CO 80016 1 720-630-6843 1. Do you have legal possession of the premises at the street address above ?® Yes ❑ No Are the premises owned or rented? ❑ Owned X; Rented` if rented, expiration date of lease_ 01/31/2027 2. Are you renewing a storage permit, additional optional premises, sidewalk service area, or related facility? If yes, please see the table in the upper right hand comer and include all fees due. ❑ Yes Q No 3a. Are you renewing a takeout and/or delivery permit? (Note: must hold a qualifying license type and be authorized for takeout and/or delivery license privileges) ❑ Yes E No 3b. If so, which are you renewing? O Delivery ['Takeout ❑ Both Takeout and Delivery 4a. Since the date of filing of the last application, has the applicant, including its manager, partners, officer, directors, stockholders, members (LLC), managing members (LLC), or any other person with a 10% or greater financial interest in the applicant, been found in final order of a tax agency to be delinquent in the payment of any state or local taxes, penalties, or interest related to a business? ❑ Yes X❑ No 4b. Since the date of fling of the last application, has the applicant, including its manager, partners, officer, directors, stockholders, members (LLC), managing members (LLC), or any other person with a 10% or greater financial interest in the applicant failed to pay any fees or surcharges imposed pursuant to section 44-3-503, C.R.S ? ❑ Yes E No 5. Since the date of filing of the last application, has there been any change In financial interest (new notes, loans, owners, etc.) or organizational structure (addition or deletion of officers, directors, managing members or general partners)? If yes, explain in detail and attach a listing of all liquor businesses in which these new lenders, owners (other than licensed financial institutions), officers, directors, managing members, or general partners are materially interested. ❑ Yes E No 6. Since the date of filing of the last application, has the applicant or any of its agents, owners, managers, partners or lenders (other than licensed financial institutions) been convicted of a crime? If yes, attach a detailed explanation. ❑ Yes R No 2 OR 6400 (02/22/23) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division 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? If yes, attach a detailed explanation. ® Yes ❑ No 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? If yes, attach a detailed explanation. ® 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. Type or Print Name of Applicant/Authorized Agent of Business DAYNA EPLEY Title AUTHORIZED SIGNATORY Sign Date 05/12/2023 Rep Ap vat of Cit r Cou Licensing Authority The foregoing application has been examined and the premises, business conducted and character of the applicant are satisfactory, and vve 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 Licensing Authority For Weld County, Colorado,,,,��® Date 6/19/2023 Signature rifle Mike Freeman, Chair ..60,C2ciWit :, oard of County Commissiolers Attest Esther E. Ge Clerk to th ick G� Board A0;11 02.045 - i 703 DR 8495 (07/23/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division Tax Check Authorization, Waiver, and Request to Release Information DAYNA EPLEY am signing this Tax Check Authorization, Waiver and Request to Release Information (hereinafter "Waiver) on behalf of 7 -ELEVEN, INC. (the "Applicant/Licensee") to permit the Colorado Department of Revenue and any other state or local taxing authority to release information and documentation that may otherwise be confidential, as provided below. If I am signing this Waiver for someone other than myself, including on behalf of a business entity, I certify that I have the authority to execute this Waiver on behalf of the Applicant/Licensee. The Executive Director of the Colorado Department of Revenue is the State Licensing Authority, and oversees the Colorado Liquor Enforcement Division as his or her agents, clerks, and employees. The information and documentation obtained pursuant to this Waiver may be used in connection with the Applicant/Licensee's liquor license application and ongoing licensure by the state and local licensing authorities. The Colorado Liquor Code, section 44-3-101. et seq. ("Liquor Code"), and the Colorado Liquor Rules, 1 CCR 203-2 ("Liquor Rules"), require compliance with certain tax obligations, and set forth the investigative, disciplinary and licensure actions the state and local licensing authorities may take for violations of the Liquor Code and Liquor Rules, including failure to meet tax reporting and payment obligations. The Waiver is made pursuant to section 39-21-113(4), C.R.S., and any other law, regulation, resolution or ordinance concerning the confidentiality of tax information, or any document, report or return filed in connection with state or local taxes. This Waiver shall be valid until the expiration or revocation of a license, or until both the state and local licensing authorities take final action to approve or deny any application(s) for the renewal of the license, whichever is later. Applicant/Licensee agrees to execute a new waiver for each subsequent licensing period in connection with the renewal of any license, if requested. By signing below, Applicant/Licensee requests that the Colorado Department of Revenue and any other state or local taxing authority or agency in the possession of tax documents or information, release information and documentation to the Colorado Liquor Enforcement Division, and is duly authorized employees, to act as the Applicant's/Licensee's duly authorized representative under section 39-21-113(4), C.R.S., solely to allow the state and local licensing authorities, and their duly authorized employees, to investigate compliance with the Liquor Code and Liquor Rules. Applicant/Licensee authorizes the state and local licensing authorities, their duly authorized employees, and their legal representatives, to use the information and documentation obtained using this Waiver in any administrative or judicial action regarding the application or license. Name (Individual/Business) Social Security Number'Tax Identification Number 7 -ELEVEN, INC. 75-1085131 Address 3914 STATE HWY 119 City State Zip LONGMONT CO 80504 Home Phone Number N/A Business/Work Phone Number 303-774-7668 Panted name of person signing on behalf of the ApplicanULicensee DAYNA EPLEY Applica see's Signature (Silure authorizing the disclosure of confidential tax information) Date skirled 05/12/2023 Privacy Act Statement Providing your Social Security Number is voluntary and no right, benefit or privilege provided by law will be denied as a result of refusal to disclose it. § 7 of Privacy Act, 5 USCS § 552a (note). POWER OF ATTORNEY Know all persons by these presents that 7 -Eleven, Inc. ("7 -Eleven" or the "Company"), has made, constituted, and appointed, and by these presents does hereby make, constitute, and appoint each of the people listed on Exhibit A attached hereto: Its true and lawful attorney -in -fact, for it, and in its name, place, and stead. to take all actions necessary and appropriate to apply for and obtain any licenses, permits or similar services incidental to the business of the Company including, but not limited to, the following categories: • alcoholic beverages; • lottery; • tobacco; • food processing; • food service; • food products/retailing; • volatile chemical; and • utilities. Also included are any and all other documents relating to or necessary for the issuance or transfer of such licenses, including but not limited to guarantees to the licensing agency, and to assign and reassign any and all necessary papers in connection therewith, giving and granting unto its said attorney -in -fact full power and authority to do and perform all and every act, as to all intents and purposes as it might or could do, with full power of revocation, hereby ratifying and confirming all that its said attorney -in -fact shall lawfully do or cause to be done by virtue hereof. The individuals appointed as an attorney -in -fact herein shall remain an attorney -in -fact with the authority granted herein for as long as such individual is employed by 7 -Eleven or until such appointment is otherwise revoked by 7 -Eleven. In witness whereof, said 7 -Eleven has caused these presents to be signed by its proper corporate officer as of January , 2023. 7 -ELEVEN, INC. Attest: Padf Russell c ` By:Vb 111 1/.1 Lillian Kirstein Assistant Secretary Senior Vice President State of Texas County of Dallas On this ~ day of )( , 2023, before me, the undersigned notary public, personally appeared Lillian Kirstein and Paul Russell, a Senior Vice President and an Assistant Secretary. respectively, of 7 -ELEVEN, INC., a Texas corporation, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said corporation and that they each executed the same as the act of such corporation for the purposes therein expressed and in the capacities therein stated. In witness whereof, I hereunto set my hand and official seal. J �_�"ter '.t��=2�%•�,�� (Notary Public signature) (typed or printed 'name) (SEAL) Exhibit A List of people being granted Power of Attorney: Kimberly K. Duncan Rebecca L. Vijjeswarapu Dayna Epley Stacey Greer Jill Shaw 7 -Eleven, Inc. Suspensions (Last 3 years - Colorado Only) STORE. ICITY/COUNTY:.'ITYPE ,DATEDISCIPLINARY ACTION 35506J Fort Collins 27429B 18418B Arvada 36019A Denver 3714113 Denver 23172D 39079B Denver 13171A Fort Collins 18497A 'Wheat Ridge 355361 Denver 29420A Denver 35880A Fort Collins 2354613 ;Colorado Springs 26803O Fort Collins :270.22A Denver 25582A 3601911 21938A 'Denver 33052B Denver Sale to Minor Sale to Minor Sale to Minor Sale to Minor 'Sale to Minor Sale to Minor Sale to Slitter Sale to Minor Sale to Visibly Intoxicated Person Sale to Minor Sale to Minor Sale to Slitter Sale to Minor Sale to Minor Sale to Minor _ Sale to Minor Sale to Minor Sale to Minor 15 days suspension, 10 days held in abeyance for 'one year, 5 days served with tine in lieu of active 05/29/19 suspension ($200). 21 days suspension, 15 days held in abeyance for one year. 6 days served with tine in lieu of active suspension ($200). Completion of transfer of 06/21/19 ownership by 1/31/20 required. IS days suspension, 5 days held in abeyance for one year, 5 days served with fine in lieu of active 07/01/19 suspension ($200). 14 days suspension, 10 days held in abeyance for one year, 4 days served with fine in lieu of active 07/26/19 suspensor 10 day suspension. 5 days held in abeyance for one year. 5 days served with line in lieu of active 08/10/19 suspension (S410) - stale violation 14 days suspension, 10 days held in abeyance for one year, 4 days served with fine in lieu of active (18/23/19 'suspension (S3I7.82) 15 days suspension, 7 days held in abeyance for one year, 9 days served. Quarterly proof of training 09/23/19 'required. 15 days suspension, 10 slays held in abeyance for one year, 5 days served with Site in lieu of active 09/23/19 suspension. Proof of training required. 09/24/19 14 days suspension, Ill days held in abeyance for one year, 4 days served with Site in lieu of active 09/27/19 suspension. 10 clays suspension, 5 clays held in abeyance for one year, 5 days served with fine in lieu of active 11/(11/19 suspension ($378). 10 days suspension, 5 days held in abeyance for one II/01/19 year, 5 days actively served. S clays suspension, 5 days held in abeyance for one 11/01/19 year, 0 clays served 15 days suspension, 10 days held in abeyance for one year, 5 days serval with Site in lieu of active III/15/20 suspension Proofoftraining required 10 days suspension, 5 days held in abeyance for one year. 5 days served with Site in lieu of active 01/15/20 suspension 10 days suspension, 5 clays held in abeyance for one year, 5 days served with fine in lieu of active 0I/15/20 I suspension (S200) ' I4 days suspension, I0 clays held in abeyance list I1/12/20 Ione year, 4 days served 14 days suspension, 10 days held in abeyance for one year, 4 days served with tine in lieu of active 12/18/20 I suspension ($226.38). 01/27/21 ,No information - city sting 5 days suspension, 2 held in abeyance for a period of one year, 3 days served. Excel #167539 5/4/2022 7 -Eleven, Inc. Suspensions (Last 3 years - Colorado Only) STORE "" ICITY/COUNTY TYPE DATE 36697A 1Denver Sale to Minor 23293A ,Denver Sale to Minor 27602A !Denver Sale to Minor I DISCIPLINARY ACTION '< 37141C 'Denver Sale to Minor 23888B (Colorado Springs Sale to Minor 22846B Colorado Springs Sale to Minor 24398A Colorado Springs 23664B Denver Sale to Minor Sale to Minor 13111 Pueblo 34705C Denver Sale to Minor Sale to Minor 39339A Colorado Springs Sale to Minor 22562A :'Colorado Springs Sale to Minor 39211A .Castle Rock Sale to Minor 39339A .Colorado Springs Sale to Minor 25290C Fort Collins 27067B 35506B 25290C 26733D Sale to Minor Denver Fort Collins Fort Collins Sale to Minor Conduct of Establishment (A) Orderliness Sale to Minor Colorado Springs Sale to Minor 34238A Johnstown !Sale to Minor 01/27/91 INo information - city sting 01/27/91 iNo information - city sting 01/27/91 No information - city sting 14 days suspension, 10 days held in abeyance for 01/29/21 one year, 4 days served 7 days supension, 4 days held in abeyance for one year, 3 days served with fine in lieu of active 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 03/01/2.1 suspension ($500) 7 days suspension 4 days held in abeyance for one year, 3 days served with fine in lieu of active 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 0.3/01/21 suspenson ($200) 7 days suspension, 4 days held in abeyance for one year, 3 days served with fine in lieu of active 03/18/21 suspension ($500) 14 days suspension, 10 days held in abeyance for one year, 4 days served wth fine in lieu of active 03/26/21 suspension ($200) 7 days suspension, 4 days held in abeyance for one 05/01/21 'year, 3 days served. 2nd violation within I yr. 20 days suspension, 8 days held in abeyance for one year, 12 days served 15 days suspension, 8 days held in abeyance for one year, 7 days + 5 days previous abeyance days (12 06/01/21 -days total) served 6/19/21 through 6/30/21 7 days supension, 4 days held in abeyance for one 'year, 3 days served with fine in lieu of active 07/01/21 suspension ($500). 2nd violation in one year. 14 days suspension, 7 days held in abeyance for one year, 7 days served 07/01/21 09/03/21 - 09/06/21 15 days suspension, 10 days held in abeyance for one year, 5 clays served with tine in lieu of active 08/01/21 suspension ($500). 14 days suspensor, 10 days held in abeyance for one year, 4 days served with tine in lieu of active 08/27/21 suspension 08/28/21 15 days suspension, 10 days held in abeyance for one year, 5 days served with tine in lieu of active suspension ($500). 30 days suspension, 20 days held in abeyance for one year, 10 day served with finein lieu of active 09/01/21 suspension (S500). 7 days suspension, 4 days held in abeyance for one year, 3 days served with fine in lieu of active 09/01/21 suspension (0500) 7 days suspension, 4 days held in abeyance for one year, 3 days served with fine in lieu of active 09/01/21 !suspension ($500) Excel#167539 2 5/4/2022 7 -Eleven, Inc. Suspensions (Last 3 years - Colorado Only) STORE (CITY/COUNTY'ITYPE :;DATEIDISCIPLINARYACTI.ON I5 days suspension, 5 days held in abeyance for one I3082B Colorado Springs Sale to Minor 09/16/21 !year, 0 days served 08/27/21 30 days suspension, 20 days held in abeyance for 23867A Denser Sale to Minor 09/24/21 one year, 10 days served (2 violations in one year) 14 days suspension, 10 days held in abeyance for one year, 4 days served by tine in lieu of active 35976B Denver Sale to Minor 09/24/21 suspension (S499.64) 7 days suspension. 3 days served. 4 days in 20343B Colorado Springs Sale to Minor 10/01/21 abeyance for a period ofa year (S500) 7 days suspension. 3 days served. 4 clays in 32159O Colorado Springs Sale to Minor 10/01/21 abeyance for a period ofa year ($500) 15 days of suspension. 5 days served, 10 days held 1317IA Fort Collins Sale to Minor 10/01/21 in abeyance for one year ($500) 7 days of suspension, 3 days served, 4 days held ill 34035A Parker Sale to Minor 11/01/21 abeyance fora period act year ($500) 5 days suspension, 0 days served, 5 clays held in abeyance for a year, proof of resposiblc vendor 13082B Colorado Springs Sale to Minor I (/01/21 training required. 15 days suspension, 5 clays served, 10 clays held in 35506B Fort Collins Conduct of Establishment I I /0I/21 abeyance for a year ($500) 115 days suspension, 5 days served, IS clays held in 20104A Fort Collins Sale to Minor 03/16/22 abeyance for a year ($500) Failure to renew liquor license within 45 clays 15 days suspension, 5 days served, 10 days held in 26933 ,Fort Collins 'prior to expiration date 04/21/22 abeyance fora year ($500) Excel #167539 3 5/4/2022 7 -Eleven, Inc. Store List i - - - F 13058 312 Mountview Lane Colorado Springs CO 80907 719 590-7683 13071 5 Widefield Avenue Widefield CO 80911 719 390-6873 13079 1011 S. 21st Street Colorado Springs CO 80904 719 635-0183 13082 310 W. Uintah 'Colorado Springs CO 80905 , 719 635-0253 13087 2555 Delta Drive Colorado Springs CO 80910 719 578-0816 13093 1760 Shasta Drive Colorado Springs CO ( 80910 1719 635-0446 13111 2727 S. Prairie jPueblo CO 81005 719 564-0447 13117 1040 Pueblo Blvd. Pueblo CO 81005 I 719 564-3325 13128 9101 W. Jewell (Garrison) Lakewood CO 80226 303 989-1956 13140 5405 Marshall Street Arvada CO 80003 303 420-6031 13154 7275 E. 72nd Avenue Commerce City CO 80022 I 303 287-6522 13157 7270 Broadway (Hwy. 36) Denver CO 80221 303 1429-0827 13164 2605 Valmont Road Boulder CO 80301 303 443-2286 13167 7540 Pecos Street Denver CO 80221 303 428-4333 13169 1012 Bridge Street Brighton CO 80601 303 654-0296 13171 505 South Shields (Harmony) Fort Collins CO 80521 970 493-3098 13184 841 Ken Pratt Blvd. Longmont CO 80501 303 651-2417 13185 830 16th Greeley CO 80631 970 352-5150 13188 11421 Washington Northglenn CO 80233 303 452-6093 13194 1107 Santa Fe Drive Denver CO 80204 303 825-6360 13195 4040 E. 8th Avenue (Albion) Denver CO 80206 303 322-2237 13196 1277 E. Hampden Englewood CO 80110 303 781-7074 13197 1645 E. 17th Avenue (qpin) Denver CO 80210 303 321-7301 13198 607 E. Alameda (Pearl) Denver CO 80209 303 777-2151 13203 7675 E. Colfax (Syracuse) Denver CO 80220 303 399-5059 13204 10201 Montview Blvd. (Galena) Aurora CO 80010 303 341-6089 13206 3900 S. Broadway (Mansfield) Englewood CO 80110 303 762-0785 13207 7986 S. Depew Littleton CO 80123 303 979-2185 13209 1090 Ogden Denver CO 80218 303 837-1391 13213 567 E. Louisiana (Pearl) Denver CO 80210 303 871-9013 13224 7560 S. University (Dry Creek) Englewood CO 80110 303 796-0890 15041 311 West Main Sterling CO 80751 970 522-9278 15068 331 South Hancock (Costilla) Colorado Springs CO 80903 719 633-8889 15203 703 East Platte Avenue Fort Morgan CO 80701 970 867-3726 15403 1605 W. 92nd Avenue Federal Heights CO 80221 303 426-8827 15431 603 West Platte Avenue Fort Morgan CO 80701 970 867-3728 15754 4770 W. Colfax (Wolf) Denver CO 80204 303 595-8114 15955 620 Edison Brush CO 80623 970 842-3123 16068 2641 South Estes (Yale) Lakewood CO 80227 303 989-1943 16094 1120 S. Parker Road Denver CO 80231 303 750-9684 16147 _ 2609 Federal Blvd. Denver CO 80211 303 455-5744 16593 2500 West 38th Ave. (Alcott) Denver CO 80211 303 433-1156 16712 1245 E. Eisenhower (Madison) Loveland CO 80537 970 663-1135 17127 913 W. Northern Pueblo CO 81004 719 543-7441 17134 9200 W. Alameda (Garrison) Lakewood CO 80225 303 989-8831 111A, nnoi tit; �`/1 , Ont.", n -in LL9 nen, 7 -Eleven, Inc. Store List n 1D.D SS' -_.-_ _-- ... _ lLzIP1iF1PHoNE r1W 17211 51315 U.S. Highway 6 & 24 Glenwood Springs CO 81601 970 945-6026 17284 741 North Summit Blvd. Frisco CO 80443 970 668-3941 17299 8390 West 14th Ave. (Carr) Lakewood CO 80215 303 232-3647 17596 10722 E. Alameda (Ironton) Aurora CO 80012 303 341-0346 17711 17881 W. Colfax Golden CO 80401 303 279-5216 18324 Highway 34 & Main Yuma CO 80759 970 848-5527 18397 10010 E. Girard Denver CO 80231 303 750-9743 18409 16080 E. Colfax (Laredo) Aurora CO 80011 303 739-0906 18418 7355 Ralston Road Unit R100 Arvada CO 80003 303 422-6681 18449 2790 S. Wadsworth Blvd. (Yale) Denver CO 80227 303 987-2003 18497 5010 Kipling Wheat Ridge CO 80033 303 420-5437 18556 8801 Huron Street Thornton CO 80260 303 427-7474 18576 3901 East 112th Ave. (Colorado) Thornton CO 80229 303 452-6862 18589 511 Agate Avenue Granby CO 80446 970 887-3105 18594 8002 Chase Drive - Arvada CO 80003 303 429-7715 18630 7295 East 7th Ave. (Quebec) Denver CO 80220 303 377-7006 18706 27833 Meadow Drive Evergreen CO 180439 303 670-0090 18724 104 East 18th Street Greeley CO 80631 970 356-6053 18730 3177 E. Colfax (Steele) Denver CO . 80206 303 322-2357 18739 711 Washington Golden CO 80401 303 279-8388 19015 4096 S. Federal (Oxford) Sheridan CO 80110 303 789-5306 19088 1011 37th Street Evans CO i 80620 970 339-2456 19136 6490 Ward Road Arvada CO 180003 303 431-0943 19169 926 Lake Avenue , Pueblo CO 181004 719 545-6935 19288 7051 Sheridan Blvd. Westminster CO 80030 303 429-6778 19570 402 West 3rd Wray CO 80758 970 332-4635 19583 1029 Grand Avenue Glenwood Springs CO 81601 970 945-2062 19585 235 W. 7th Avenue Walsenburg CO 81089 719 738-1156 19948 1707 17th/Walnut Street Boulder CO 80302 303 443-4329 20104 429 Remington Fort Collins CO 80521 970 493-9263 20182 1499 W. Littleton Blvd. Littleton CO 80120 303 795-2753 20308 283 Highway 105 Monument CO 80132 719 481-2497 20343 2407 N. Union Blvd. Colorado Springs CO 80909 719 635-0180 20638 804 East 4th Street Pueblo CO 81004 719 543-7265 20909 16980 E. Iliff (Buckley) Aurora CO 80014 303 337-7571 21242 6515 South Dayton (Peakview) Greenwood Village CO 80111 303 790-0230 21367 1540 East Highway 50 Salida CO 81201 719 539-3670 21493 15553 E. Mississippi (Chambers) Aurora CO 80012 303 751-5920 21494 3005 South Peoria (Cornell) Aurora CO 80014 303 695-7869 21562 1651 South Buckley (Mexico) Aurora CO 80017 303 671-0142 21899 5195 West Byron Denver CO 80211 303 433-3293 21938 4085 E. Mississippi (Colorado) Denver CO 80222 303 759-8324 21967 1475 B Street (Lashelle) Colorado Springs CO 80906 719 576-2615 22021 23250 Highway 82 Basalt CO 81621 970 927-3827 22059 525 North Union Blvd. Colorado Springs CO 80909 719 635-1104 22063 111599 W. Colfax Lakewood CO 80215 1303 1237-8643 7 -Eleven, Inc. Store List - r:. � -:,,,,,7,7,,,, . I•.•- ... TJ.'._"� 'c.,,.--,77-2,, ..� l,.F i. i• PI:iiVc l - r, � - 22088 1329 Main Street Carbondale CO 81623 970 963-0423 22194 14490 E. Colfax (Sable) Aurora CO 80011 303 367-1937 22233 1240 E. Fillmore (Hancock) Colorado Springs CO 80907 719 625-0219 22358 1438 Arapahoe (Brooks Tower) Denver CO 80202 303 825-1345 22533 4601 South Broadwa ffufts) Englewood CO 80110 303 761-8046 22537 1690 Pearl Denver CO 80203 303 832-1711 22562 1801 S. Nevada Ave. (St. Elmo) Colorado Springs CO 80906 719 635-0353 22596 841 Lashley Longmont CO 80501 303 776-7211 22613 3004 West Colorado Avenue Colorado Springs CO 80904 719 635-0142 22684 1428 West Colorado Ave. (15th) Colorado Springs CO 80904 719 578-5397 22706 601 South Santa Fe Ave. Fountain CO 80817 719 382-5156 23154 13790 E. Quincy (Parker) Aurora CO 80013 303 690-6088 23172 303 North Broadway Denver CO 80203 303 722-4960 23206 7211 Pecos (Hwy. 36) Westminster CO 80221 303 430-1146 23293 1800 Downing Denver CO 80203 303 830-2516 23418 10500 E. Colfax (Havana) Aurora CO 80010 303 343-3456 23519 2324 23rd Avenue Greeley CO 80631 971 356-7074 23546 1402 Harrison (Rand) Colorado Springs CO 80906 719 576-4052 23603 105 Knox Court Denver CO 80219 303 936-4356 23664 2396 South Federal (Wesley) Denver CO 80219 303 935-9339 23727 750 South Monaco (Leetsdale) Denver CO 80224 303 394-3016 23731 328 East Platte (Wahsatch) Colorado Springs CO 80909 719 634-4066 23811 327 West 8th Street Pueblo CO 81001 719 542-6271 23829 6302 East 72nd Ave. (Hwy. 2) Commerce City CO 80022 303 287-8035 23867 1499 South Federal (Florida) Denver CO 80219 303 937-0667 23888 1702 South 8th (Arcturus) Colorado Springs CO 80906 719 635-0303 23899 85 W. Alameda (Bannock) Denver CO 80223 303 698-2285 23905 1000 E. Colfax (Ogden) Denver CO 80218 303 831-0270 23935 3805 Pikes Peak (Academy) Colorado Springs CO 80916 719 597-9986 23963 201 Blue River Parkway Silverthorne CO 80498 970 468-8537 23990 1795 North Peoria Aurora CO 80010 303 363-7333 24079 8250 West Coal Mine, Unit A Littleton CO 80123 303 979-0650 24088 635 Main Street Longmont CO 80501 303 772-3595 24116 1585 South Broadway (Iowa) Denver CO 80202 303 733-2829 24165 9201 Federal Blvd. Westminster CO 80030 303 427-8062 24359 2410 South University (Wesley) Denver CO 80202 303 733-9823 24398 3306 East Fountain (Chelton) Colorado Springs CO 80910 719 597-8235 24438 995 North Circle Drive (Galley) Colorado Sp gs CO 80909 719 570-6240 24460 510 S. Security Blvd. (Main) Security CO 80911 719 390-6007 24627 580 Josephine Denver CO 80206 303 377-7237 24856 980 E. 88th Avenue Thornton CO 80229 303 287-6021 25028 1490 Perry (Colfax) Denver CON 80204 303 572-8243 25052 890 South Federal (Kentucky) Denver CON 80219 303 936-1412 25069 4708 Washington Street Denver I, CO 80216 303 292-6024 25187 595 Havana Aurora CO 80010 303 340-8300 25265 201 W. Fillmore St. Colorado Springs CO 80907 719 634-3451 25290 4543 Boardwalk (Harmony) Fort Collins CO 80521 970 223-4197 25325 12057 Pecos Street Westminster CO 80234 303 452-9271 r /'rt., ka...._ nnrnr err "tn.-ter 7 -Eleven, Inc. Store List i:d i_ .'--D .'.h '',145-11 lei _ .._Y_ .!_ .. _ . l 5 9I1_ { I__ _ 0 1...] 5.1- , . _ , _ 25550 12880 Albrook (Tulsa) Denver CO 80239 303 373-1785 25581 16400 S. Golden Rd. (Quaker) Golden CO 80401 303 279-0466 25582 1103 Yosemite Denver CO 80220 303 321-2042 25684 2540 10th Street Greeley CO 80631 970 356-2779 25718 2220 South Peoria (Iliff) Aurora CO 80014 303 671-5940 25740 18883 E. Hampden (Tower) Aurora CO 80013 303 693-9445 25794 1685 Jet Wing Drive (Fountain) Colorado Springs CO 80916 719 597-3338 25823 7201 Lowell Blvd. Westminster CO 80030 303 426-4936 25884 1990 Youngfield LakewoodL COI 80215 303 237-2683 25902 1904 West Uintah Colorado Springs ICO 80904 719 635-0415 25907 3200 E. 45th Avenue (Steele) Denver CO 80216 303 295-2272 26043 6201 Lehman Drive (Academy) Colorado Springs CO 80918 719 528-5115 26137 95 Sheridan (First) Lakewood CO 80226 303 232-1229 26289 2500 E. 88th (Devonshire) Thornton CO 80229 303 289-7432 26292 825 N. Nevada (Cache LaPoudre) Colorado Springs CO 80903 719 520-9767 26295 1426 N. Academy (Palmer Par) Colorado Springs CO 80909 719 597-6745 26574 13190 E. Mississippi (Uvalda) Aurora CO 80012 303 745-5833 630-1084 26644 1801 E. Platte Avenue (Union) Colorado Springs CO 80909 719 26682 14593 E. Mississippi (Sable) Aurora CO 80012 303 695-1280 26683 2025 B Street (Crestridge) Colorado Springs COI 80906 719 540-9372 26692 5805 E. Palmer Park (Powers) Colorado Springs CO 80915 719 550-9684 26693 3740 Randall Drive (Woodman) Colorado Springs CO 80918 719 599-0232 26788 503 S. Nevada (Cimarron) Colorado Springs CO 80903 719 520-1535 26803 2800 South College (Harvard) Fort Collins CO 80525 970 226-5747 26927 1600 South LeMay (Prospect) Fort Collins CO 80521 970 224-5730 26933 970 W. Horsetooth (Shields) Fort Collins CO 80525 970 223-7783 26935 801 Lincoln Denver COI 80203 303 832-6024 27022 6331 Washington St. Denver CO 80216 I 303 288-1107 27033 5595 South Broadway (Powers) Littleton CO 80120 303 794-5527 27043 820 Simms, Unit B Lakewood CO 80215 303 232-3639 27067 3990 E. 35th Avenue (Colorado) Denver CO 80205 303 322-0825 27082 450 N. Murray (Platte) Colorado Springs CO 80916 719 574-5454 27094 105 37th Avenue (Hwy. 287) Loveland CO 80538 970 667-0053 27211 15501 East 6th Avenue (Helena) Aurora CO 80011 303 340-8086 27213 16601 E. Smoky Hill Rd. (Pheasant) Aurora CO 80015 303 690-8810 27238 8378 North Sheridan (84th) Westminster CO 80030 303 426-6308 27275 405 Woodmen (Rockrimmon) Colorado Springs CO 80919 719 528-1342 27429 1850 South Sheridan, Unit A Denver CO 180226 303 936-5391 _ 27620 303 North Santa Fe Denver CO 80223 303 ' 893-2908 29024 880 South Buckley (Kentucky) Aurora CO 180012 303 ' 755-8978 29108 4701 Peoria Street Paris) Denver CO 180239 303 , 371-0933 29151 _ 2299 W. Alameda Denver CO 80223 303 733-5238 29203 1000 Federal Blvd. .Denver .CO 180204 303 629-5611 29314 10410 Melody Drive Northglenn CO 80234 303 252-7505 29420 1301 West 38th Avenue Denver CO 80211 303 - 477-8708 29508 3131 S. Broadway Dartmouth) Englewood CO 80209 303 .761-4531 32159 623 Garden of Gods Rd. Colorado Springs CO 80907 719 262-0270 32267 10992 State Hwy 9 Breckenridge CO 80424 970 547-4786 rtek nn nnr-Ir 7 -Eleven, Inc. Store List • ;`DDS S� k `C _ ___ s i 1__ZzIP `CO EJ IP .0 J '_ I. 32386 4710 Centennial Blvd Colorado Springs CO ! 80919 719 266-9623 32646 4605 Austin Bluffs Parkway Colorado Springs CO 80918 719 573-9759 32673 1446 N. 95th Street Lafayette CO 80026 1303 665-4250 32747 6025 Constitution Avenue Colorado Springs CO 80915 719 1638-1290 32809 10128 N Wadsworth Westminster CO 80021 ; 303 635-2204 32810 _ 4500 Peoria Street Denver CO 80239 303 307-1278 32923 16981 Lincoln Ave Parker CO 80134 ) 303 805-377 32990 3522 N Elizabeth St Pueblo CO 81008 719 296-8068 33038 18451 E. Alameda Avenue Aurora CO 80017 303 750-1689 33040 8380 S. Colorado Blvd. Highlands Ranch CO 80126 303 770-4558 33041 1237 Southgate Place Pueblo CO 81004 719 561-2755 33042 8750 5 Yosemite St Lone Tree CO 80124 720 874-0901 33043 7725 Fountain Mesa Rd Fountain CO 80817 719 392-1229 33044 14250 E. Iliff Avenue / Blackhawk Aurora CO 80014 303 873-0415 33052 1595 W. 47th Avenue Denver CO 80211 303 561-4974 33322 5590 Power Center Point Colorado Springs CO 80921 719 282-9141 33481 399 N. Washington Avenue Golden !CO 80403 303 216-9163 33630 820 16th St., Suite 100 Denver CO 80202 303 893-1562 33710 6040 Barnes Road Colorado Springs CO 80922 719 591-1097 34012 5241 72nd Ave. Westminster CO 80030 303 933-2902 34035 19832 E Hilltop Road Parker CO 80134 303 805-9052 34036 6990 Church Ranch Blvd. Westminster CO 80021 303 933-2945 34057 11802 E. Oswego St Englewood CO 80112 303 740-9333 34058 2434 Briargate Pkwy. [Colorado Springs CO 80920 303 740-9333 34087 15610 E. 104th Avenue Commerce City CO 80022 303 740-9333 34131 19390 E. Quincy Ave Aurora CO 80015 303 740-9333 34168 3240 Village Vista Drive Erie CO 80516 303 665-1143 34169 12285 South Parker Road Parker CO 80134 303 740-9333 34179 4709 N. Tower Road Denver CO 80249 303 740-9333 34181 21405 E. Quincy Ave Aurora CO 80015 303 740-9333 34209 008 Nottingham Avon CO 81620 303 740-9333 34210 11099 E. I-25 Frontage Rd Firestone CO 80504 303 485-2939 34238 50 Telep Avenue Johnstown CO 80534 303 740-9333 34316 6150 E. Hwy 34 Johnstown CO 80534 303 740-9333 34330 3810 Federal Blvd J Denver CO 80211 303 740-9333 34333 3995 N. Lewiston, Ste 106 lAurora CO 80113 303 740-9333 34342 1975 East Colfax Ave Denver CO 80206 303 740-9333 34357 621 17th St., Unit 100 Denver CO 80293 ' 303 740-9333 34374 2341 E. Colfax Ave. (Josephine) Denver CO 80206 80014 303 303 740-9333 740-9333 34441 13697 East Iliff Ave Aurora CO 34442 1726 Champa St. Denver CO 80202 303 740-9333 34486 3099 West Mineral Ave Littleton CO 80120 303 740-9333 34504 7451 S. Gartrell Rd. Aurora CO 80016 , 972 828-0711 34505 1107 S. Sheridan Lakewood ICO 80232 720 431-3865 34534 6201 E 14th Ave Denver ICO 80239 303 740-9333 34570 1755 Blake St, #100 Denver CO 80202 303 740-9333 34675 1910 S Havana St, Unit 2 Aurora CO 80012 303 740-9333 34683 2201 S. Sheridan Blvd. Denver CO 80227 303 740-9333 7 -Eleven, Inc. Store List - i , I _� 11AMn------- 34741 7080 Tower Rd. Denver CO 80249 303 740-9333 34921 2350 Hancock Expressway Colorado Springs CO 80910 972 828-0711 34924 2803 W. 10th Greeley CO 80631 303 740-9333 35001 2802 E. Fountain Blvd. Colorado Springs CO 80910 972 828-0711 35053 3992 Havana St. Denver ICO . 80239 I 303 371-9312 35069 1091 13th St. Boulder CO 80302 I 972 828-0711 35336 12802 Lowell Blvd. Broomfield CO 80020 1972 828-0711 35337 2825 Briargate Blvd. Colorado Springs ICO 80920 I 972 828-0711 35338 330 S. Academy Blvd. Colorado Springs CO 80910 972 828-0711 35345 2250 Mountain View Ave Longmont CO 80501 972 828-0711 35357 5190 W. 113th Avenue Westminster CO 80030 972 828-0711 35365 380 E. 17th Ave. Denver CO 80203 303 740-9333 35503 1550 Court PI. Denver CO 80202 972 828-0711 35506 3045 W. Prospect Rd. Fort Collins CO 80526 970 221-8551 35511 4990 E. Hampden Ave. Denver CO 80222 972 303 828-0711 422-1263 35519 4406 Sheridan Blvd. Denver CO 80212 35534 5280 Astrozon Blvd. Colorado Springs CO 80916 972 828-0711 35536 450 Federal Blvd. Denver CO 80204 303 534-1037 35598 3495 S. Federal Blvd. Sheridan CO 80110 303 789-9386 35600 7718 E. Woodmen Rd. Colorado Springs CO 80923 719 495-5703 35604 3391 W. Hampden Ave. Sheridan CO 80110 303 761-3249 35606 5785 Ward Rd. Arvada CO 80002 972 828-0711 35610 7692 Barnes Rd. Colorado Springs CO 80922 719 574-1557 35617 3400 N. York St. Denver CO 80205 303 291-6928 35622 6630 S. Yosemite St. Greenwood Village CO 80111 972 828-0711 35668 3445 W. Colfax Ave. Denver CO 80204 303 573-3851 35689 1450 S. Santa Fe Dr. Denver CO 80223 972 828-0711 35708 4277 Taft Ave. Loveland CO 80538 970 663-9097 35712 112 W. Magnolia St. Fort Collins CO 80524 972 828-0711 35715 3876 E. Bromley Ln. Brighton CO 80601 303 659-0376 35717 6400 Crossroads Blvd. Windsor CO 80550 972 828-0711 35822 3502 N. Academy Blvd. Colorado Springs CO 80917 719 597-6323 35828 6966 Dahlia St. Commerce City COI 80022 303 287-0846 35864 8991 E. 104th Ave. Henderson CO 80640 970 828-0711 35880 1401 W. Elizabeth St. Fort Collins CO 80521 I 970 493-0524 35976 8755 E. Montiview Blvd. Denver CO 80238 303 377-1489 35979 2950 W. Evans Ave. Denver CO 80219 303 922-2400 35995 1600 E. Evans Ave. Denver CO 80210 303 722-7208 36013 12060 E. 120th Ave. Henderson CO 80640 303 227-4930 36017 4900 E. Bridge St. , Brighton CO 80601 i 972 828-0711 36019 1800 Welton St. Denver CO 80202 I 972 828-0711 36464 8111 Tower Rd. Commerce City CO 80022 972 828-0711 36492 5995 W. 38th Ave. Wheat Ridge CO 80212 972 828-0711 36697 5090 Federal Blvd. Denver CO 180221 303 433-3203 36714 2650 Northgate Blvd. Colorado Springs CO 80921 719 495-0400 36764 8090 Meridian Rd. Peyton (Falcon) CO 80831 972 828-0711 36769 1510 S. Holly St. Denver CO 80222 972 828-0711 36775 5797 Quebec St. (Commerce City CO 80022 972 828-0711 •Av1r• r �.ie_.. •.. AAA • • AAA 7 -Eleven, Inc. Store List aIF--- - ' --IF * ziN - i �eO 37016 4922 Willow St. Denver CO 80238 972 828-0711 37120 3200 Chambers Rd. Aurora CO 80011 972 828-0711 37141 4855 Pecos St. Denver CO 80221 972 828-0711 37198 2093 S. Cathay Way Aurora CO 80013 972 828-0711 37220 5601 E. 136th Ave. Thornton CO 80602 972 828-0711 37221 23830 E. Smoky Hill Rd. Aurora CO 80016 972 828-0711 37278 990 W. Baptist Rd. Monument CO 80132 719 481-1354 37291 12241 E. 104th Ave. Commerce City CO 80022 I 972 ' 828-0711 37554 4415 McIntyre St. Golden CO 80403 1 972 828-0711 37562 8900 Metro Airport Ave. Broomfield CO 80021 1972 828-0711 37570 8836 E. 96th Ave. Henderson CO 80640 I 303 287-4068 37731 6400 Federal Blvd. Denver CO 80221 972 828-0711 38083 7382 Federal Blvd. Westminster CO 80030 972 828-0711 38084 3790 Wadsworth Blvd. Wheat Ridge CO 80033 972 828-0711 38093 1175 Aloha St. (Castle Rock CO 180108 972 828-0711 38107 229 Gleneage Gate View (Colorado S rings CO i 80921 972 828-0711 38119 725 Kalamath St. 1 Denver CO 1 80204 972 828-0711 38130 2880 S. Circle Dr. Colorado Springs CO 80906 972 828-0711 38135 11275 Main St. Broomfield CO 80020 972 828-0711 38170 5606 E. 56th Ave. Commerce City CO 80022 303 227-4639 38180 1200 W. Alameda Ave. Denver CO 80223 972 828-0711 38226 8790 Indiana St. Arvada CO 80005 972 828-0711 38234 6385 Promenade Pkwy. Castle Rock CO 80104 972 828-0711 38330 7285 W. 119th Ave. Broomfield CO 80220 972 828-0711 38351 15200 E. 120th Ave. Commerce City CO 80022 972 828-0711 38357 4908 N. Havana St. Denver CO 80239 972 828-0711 38361 18449 E. 65th Ave. Denver CO 80249 1972 828-0711 38364 3800 Tower Rd. Aurora CO 80011 1972 828-0711 38372 7939 Silicon Heights Colorado Springs CO 80922 I 972 828-0711 38390 599 S. Airport Blvd. Aurora CO 80017 I 303 523-6845 38485 22500 E. 168th Ave. Lochbuie CO 80603 972 828-0711 38633 1120 Newport Rd. Colorado Springs CO 180916 972 828-0711 38638 3500 Highway 52 Frederick CO 180516 972 828-0711 38668 5670 Barnes Rd (Colorado Springs CO 80917 972 828-0711 38725 11250 Huron St. Northglenn CO 80234 972 828-0711 38759 6482 N. Academy Blvd. Colorado Springs CO 80918 972 828-0711 38887 1111 Mountain Ave. Berthoud CO 80513 972 828-0711 38981 5586 N. Garfield Ave. Loveland CO 80538 972 828-0711 39033 120 Blue River Parkway Silverthorne CO 80498 970 468-7505 39034 4601 S. Santa Fe En lewood CO 80110 303 761-4068 39035 6725 Wadsworth Blvd Arvada CO 80003 303 431-8088 39036 3636 - 23rd Ave. Evans CO 80620 970 330-1400 39062 3190 W. 38th Ave. Denver CO 80211 303 455-231O 356-2618 39075 4695 W. 20th St. Greeley CO 80631 970 39077 1401 9th St. Greeley CO 80631 970 356-2618 39078 1100 Broad Street Milliken CO 80543 970 587-2333 39079 200 N. Taft Hill Rd. Ft. Collins CO 80521 970 482-3279 39080 1032 West Mountain Ave Ft. Collins CO 80521 970 407-7306 .-tnnn. rn nnrrn n -in rnt- rr rn 7 -Eleven, Inc. Store List ,_. SORE i r AL b 1 . r` f ''- - - � '. � r �_ ZI ,.. 1 iitteE z :.: . _. i O`IV _.:. 39082 1509 E. Eisenhower Blvd Loveland COI 80537 970 667-1735 39160 1540 Lake Gulch Rd. Castle Rock CO 80104 972 828-0711 39169 221 South 8th St Colorado Springs CO 80907 303 740-9333 39211 810 Wilcox Street Castle Rock CO 80104 303 814-2359 39274 495 Sheridan Blvd. Lakewood CO 80226 720 1283-6776 39296 8820 N. Colorado Blvd. Thornton CO 80029 303 287-2272 39317 3520 Town Center Dr., Unit A Highlands Ranch CO 80129 303 740-9333 39363 14531 E. Alameda Aurora CO 80021 303 340-3183 39421 9301 S. Parker Rd Parker CO 80134 303 805-7294 39451 4301 State HWY 66 Longmont CO 80504 970 535-4606 39459 408 Garden of the Gods Rd. Colorado Springs CO 80907 303 740-9333 39501 10815 W. Jewell Ave., Unit A Lakewood CO 80232 303 980-8590 39504 4351 S. Tamarac Pkwy Denver CO 80237 303 220-1404 39510 3914 Colorado Highway 119 Longmont CO 80504 303 1774-7668 39519 7486 Westgate Windsor CO 1 80528 970 223-5554 39528 16310 E. Quincy Aurora CO 1 80015 720 870-1194 _ 39532 15550 E. Broncos Pkway Centennial CO 80112 303 799-6811 39543 1901 N. Academy Blvd Colorado Springs CO 80909 719 596-4674 39591 9355 E. Dry Creek Rd Centennial CO 80112 303 221-1622 39622 15296 E. Hampton Ave Aurora CO 80014 303 766-0058 39662 3060 S. Havana St Aurora CO 80014 303 752-4440 39706 401 16th St. Denver CO 80202 972 828-0711 39729 2299 S. Havana St. Aurora CO 80012 303 750-9982 39730 1110 S. Pierce St. Lakewood CO 80232 303 901-9179 39731 9100 W. Ken Caryl Ave. Littleton CO 80128 303 979-1714 39732 13690 E. Alameda Ave. Aurora CO 80012 303 II 360-8624 39733 9010 Park Meadows Dr. Lone Tree CO 80124 303 1649-1862 39767 290 S. Pierce St Lakewood CO 80226 972 1828-0711 39773 3083 Brighton Blvd., Ste. 101 Denver CO 80216 303 1308-9006 39774 9590 Federal Blvd. Federal Heights CO 80260 972 1828-0711 39847 9171 S. Arapahoe Rd. Greenwood Village CO 80112 972 1828-0711 39859 7260 E. 36th Ave. Denver CO 80207 720 1880-8314 41243 1400 2nd St. Fort Lupton CO 80621 972 1828-0711 41990 125 E. 29th St. Loveland CO 80538 972 1828-0711 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 Texas 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 . This certificate reflects facts established or disclosed by documents delivered to this office on paper through 02/14/2023 that have been posted, and by documents delivered to this office electronically through 02/16/2023 n 15:43:32 . 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 02/16/2023 @ 15:43:32 in accordance with applicable law. This certificate is assigned Confirmation Number 14706354 . Secretary of State of the State of Colorado *********************************************End of Certificate******************************************** Notice: A certificate issued electronically from the Colorado Secretary of State's website is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Validate a Certificate page of the Secretary of State's website, https xwww.coloradosos.gov h7:'CertyicateSearchCriteria.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our website, https:!ih ww.coloradosos.gov click "Businesses, trademarks, trade names" and select "Frequently Asked Questions." PREPARED BY AND WHEN RECORDED MAIL TO: 7 -Eleven, Inc. Attn: Legal Depart. 3200 Hackberry Road Irving, Texas 75063 (OO2 - 2 Li OH.Cv2 -127 7 SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY New Store No. 39510 Original Store No. 714 3914 State Highway 119 Longmont, Colorado 80504 ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT AND MEMORANDUM OF LEASE This Assignment and Assumption of Lease Agreement and Memorandum of Lease ("Assignment") is made and entered into this 23 day of March 2020 (the "Effective Date"), by and among CARPCO, LLC, an Iowa limited liability company ("Assignor"), and 7 -ELEVEN, INC., a Texas corporation ("Assignee"). WHEREAS, Assignor, as seller, and Assignee, as buyer, are parties to that certain Asset Purchase Agreement, dated January 31, 2020 (as the same may be modified from time to time, the "Contract"), providing, among other things, for the sale by Assignor and the purchase by Assignee of Assignor's leasehold interest in that certain property leased by Assignor and owned in fee by Burger Avenue Investments, LLP, a Colorado registered limited liability partnership ("Landlord"), at 3914 State Highway 119, Longmont, Colorado 80504, as described on Exhibit A attached hereto and made a part hereof (the "Property"), pursuant to (i) that certain Ground Lease dated February 15, 2011 by and between Landlord, as landlord, and J.D. Carpenter Companies, Inc., an Iowa corporation ("Original Tenant"), as tenant; (ii) as modified by that certain Notice of First Extension of Entitlements Period and Amendment to Lease dated August 11, 2011 by and between Landlord and Tenant; (iii) as modified by that certain Notice of Second Extension of Entitlements Period and Second Amendment to Lease dated September 15, 2011 by and between Landlord and Tenant; (iv) as modified by that certain Notice of Third Extension of Entitlements Period dated October 13, 2011 by and between Landlord and Tenant; (v) as amended by that certain Fourth Amendment to Lease dated December 16, 2011 by and between Landlord and Tenant; and (vi) as assigned by that certain Assignment of Ground Lease dated February 24, 2012 from Original Tenant, as assignor, to Landlord, as assignee (collectively, the "Lease"). The Lease is evidenced by the recording of that certain Memorandum 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 62405345v.2 1 WHEREAS, the Contract provides for Assignor to assign to Assignee, and for Assignee to accept assignment from Assignor, of all of Assignor's right, title 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 into this Assignment. NOW, THEREFORE, in consideration of these premises, the mutual covenants and conditions contained herein, and in the Contract, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing recitals are true and correct in all material respects and are incorporated herein by reference. 2. Capitalized Terms. Any capitalized terms used but not defined in this Assignment shall have the meanings ascribed to such terms in the Contract. 3. Assignment of Lease. Assignor hereby grants, conveys, sells, assigns, transfers, bargains and delivers unto Assignee, and its successors and assigns, all right, title and 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. Assumption of Lease. Assignee hereby accepts delivery of Assignor's interest in the Lease, and expressly agrees that from and after the Effective Date, Assignee will assume and faithfully perform all obligations and covenants to be performed by tenant under the Lease. Assignor expressly agrees to remain liable for any and all obligations and covenants to be performed by tenant under the Lease prior to the Effective Date. 5. Assignment of Memorandum of Lease. Assignor hereby assigns to Assignee all of its rights and obligations as tenant under the Memorandum of Lease. 6. Effective Date. This Assignment shall be effective on the Effective Date. 7. Governing Law. This Assignment shall be construed, performed and enforced in accordance with the laws of the State of Colorado. 8. Conflict and Inconsistency. To the extent any conflict or inconsistency exists between the provisions of this Assignment and the Contract, the terms of the Contract shall prevail. 9. Counterparts. This Assignment may be executed in one or more counterparts which shall collectively he deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Assignment effective as of the Effective Date. [THE REMAINDER OF THIS PAGE INTENTIONALLY" LEFT BLANK SIGNATURE PAGES TO FOLLOW] 62405345v,2 2 [SIGNATURE AND ACKNOWLEDGMENT PAGE OF ASSIGNOR TO ASSIGNMENT] WITNESS the following signatures. CARPCO, LLC, an Iowa limited liability company J. David Ca . rater III, Sole Man _ sr ACKNOWLEDGMENT STATE OF c c� COUNTY OF `P lk.. This instrument was acknowledged before me on VA.O.4 GI 2-0 , 2020, by J. David Carpenter III, as Sole Manager of CARPCO, LLC, an Iowa limited liability company. RICHARD A. MALU I Commleslon Number 7775886 My Commission F88 November 26, lb2 (seal) 62405345v,2 626573I9v.2 My Commission expires: Po \,/ 3 V r [SIGNATURE AND ACKNOWLEDGMENT PAGE OF ASSIGNEE TO ASSIGNMENT] WITNESS the following signatures. Attest: By: Name: Title: tit, ( i 4 - r,.i Robin D. Bryant , ) Assistant Secretary 7 -ELEVEN, INC., a Texas corporation Name: Ian C. *Minutia, Title: Vice President ';I tit ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned, a Notary Public in and for the aforesaid County and State, on this day personally appeared Ian C. Willliams and Robin D. Bryant , a(an) Vice President and a(an)Assistant Secretary , respectively, of 7 -ELEVEN, INC., a Texas corporation, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged 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 purposes therein expressed and in the capacities therein stated. n,� GIVEN UNDER MY HAND AND SEAL OF OFFICE this / 7 day of fi lGW Cil 2020. (seal) 62405345v.2 4 Signature: Typed or printed name: Victoria Baar My commission expires: /6)— ./ Exhibit A Description of Property The real property referred to herein is situated in the County of Weld, State of Colorado, and is described as follows: Parcel I: A tract of land situate 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 along the North line of the NE1/4 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°31' West 65 feet along said South right-of-way line of said Highway; thence South 45°05' West 234.1 feet along the easterly side of an irrigation ditch; thence South 49°35' East 303.0 feet; thence North 362.7 feet more or less to the True Point of Beginning; EXCEPT that parcel in Rule and Order recorded January 19, 1995 at Reception No. 2423540, County of Weld, State of Colorado; and further EXCEPT that portion conveyed by deed recorded January 15, 1971 at Reception No. 1560570. Parcel II: That tract of land located in the NEl/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 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 known as Parcel 1 as described by Deed recorded at Reception #01932647 of Weld County Records and the Point of Beginning; thence South 90°00'00" West 195.00 feet; thence North 00°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 South 49°35'20" East 256.10 feet to the Point of Beginning, County of Weld, State of Colorado. 62405345v/ Property #714 7 -Eleven Store #39510 3914 State Highway 119 Longmont, CO GENERAL ASSIGNMENT AND BILL OF SALE THIS GENERAL ASSIGNMENT AND BILL OF SALE ("Assignment"), by and between JKDE, INC., a Iowa corporation (the "Assignor"), and 7 -ELEVEN, INC., a Texas corporation ("Assignee"), is made and entered into effective as of 23rd day of March , 2020. Recitals Assignor and Assignee have heretofore entered into an Asset Purchase Agreement dated as of January 31, 2020 (the "Agreement"), providing, among other things, for the sale by Assignor and the purchase by Assignee of certain assets 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 119, Longmont, Colorado (the "Premises"). Pursuant to the Agreement, Assignor and Assignee are required to execute and deliver this 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. Conveyance and Assignment 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 I to Assignee and its successors and assigns forever free and clear of all liens, interests and encumbrances. 2. Governing Law. THIS ASSIGNMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF TILE STATE WHERE THE PROPERTY IS LOCATED WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 3. Conflict and Inconsistency. To the extent any conflict or inconsistency exists between the provisions of this Assignment and the Agreement, the provisions of the Agreement shall control. This Assignment shall not alter or diminish either party's obligations under the Agreement, including but not limited to, indemnification obligations. 62689607v. I 4. Counterparts. 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: Name: J. David Carpenter III Its: President 2 712/39528 62689607v.1 ASSIGNEE: Attest: 7 -ELEVEN, INC., a Texas corporation By: By: Keneisha M. Miller Name: Ian Williams Assistant Secretary Its: Vice President 3 712/39528 62689607v.1 Property #714 7 -Eleven Store #39510 3914 State Highway 119 Longmont, CO EXHIBIT A Motor Fuels Equipment Tank Number 1 2 Capacity 20,000 20,000 (8,000/12,000 split) Substance Stored Gas Gas// Diesel Installation Date 4/1/2012 4/1/2012 Construction Fiberglass Fiberglass Single or Double Wall Tank Double Double Cathodic Protection No No Electronic Tank Gauge TLS 350 TLS 350 Manufacturer Veeder Root Veeder Root Interstitial Monitor Yes Yes Containment Sump Yes Yes Sump Sensor Yes Yes Alarm or Shut off Yes Yes Overfill Type Auto shutoff Auto shutoff Stage I Vapor Recovery Yes Yes Stage 2 Vapor Recovery n/a n/a Stage 2 System Type n/a n/a Submersible Pump unknown unknown Leak Detector Electronic Electronic Product Pipe Flex Flex Double wall Yes Yes 62689607v,I ASSIGNMENT OF GROUND LEASE THIS ASSIGNMENT OF GROUND LEASE (this "Assignment"), dated as of the day of February, 2012, is made by and between J.D. CARPENTER COMPANIES, INC., an Iowa corporation ("Assignor"), and CARPCO, L.L.C., an Iowa limited liability company ("Assignee"). Recitals: A. Burger Avenue Investments, LLP, a Colorado registered limited liability partnership, as the "Landlord," and Assignor, as the "Tenant," are parties to a certain Ground Lease dated as of February 15, 2011, as subsequently amended, demising certain real property located in unincorporated Weld County, Colorado, having an address of 2914 Colorado Highway 119, Longmont, Colorado (the "Lease"). B. Assignor and Assignee are affiliates of one another, in that they are, controlled by common majority ownership interests. Assignor has determined to assign the Lease to Assignee, and Assignee has determined to accept such assignment. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Assignor hereby assigns the Lease and all of the Assignor's right, title and interest thereunder to the Assignee, effective as of the commencement date of the term of the Lease, which is January 24, 2012. Assignee hereby accepts the assignment of the Lease and Assignor's right, title and interest thereunder, agrees with and for Assignor and Landlord to be bound by all the terms and provisions of the Lease, and hereby assumes for the benefit of Assignor and Landlord all obligations and duties of the Tenant under the Lease accruing from and after the date of this Assignment. Assignor acknowledges for the benefit of Landlord that Assignor will remain liable for the obligations of the Tenant under the Lease unless and until there is a basis for Assignor's release from liability under the terms of Section 16(a) of the Lease. 2. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. This Assignment shall be governed by and. construed in accordance with the laws of the State of Colorado, without reference to its choice of laws principles. (Balance ofpage intentionally left blank! iooft,oi IN WITNESS WHEREOF, Assignor and Assignee have made this Assignment of Ground Lease effective as of the day, month and year first above written. ASSIGNOR: J.D. CARPENTER COMPANIES, INC., an Iowa corporation ASSIGNEE: CARPCO, L.L.C., an Iowa limited liability company Dave Carpen , President 19092107 2 3898902 Pages: 1 of 5 12/27/2012 11:47 P11 R Fee:$31.00 Steve Moreno. Clerk and Recorder. Wald County: CO �I11 ri.111t14i1i1.:1 rti' WIL 11111 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 registered limited liability partnership ("Landlord"), and CARPCO, L.L.C., an Iowa limited liability company ("Tenant"). 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. Carpenter Companies, Inc., an Iowa corporation (the "Original Tenant"), as subsequently amended between Landlord and Original Tenant (the "Lease"), Landlord has leased to Tenant and Tenant has leased from Landlord certain real property in the County of Weld, State of Colorado, that is legally described on Exhibit A attached hereto and incorporated herein by this reference (the "Demised Premises"). B. Landlord and Tenant have mutually determined to enter into and record this Memorandum in order to establish record evidence and provide record notice of the Tenant's leasehold interests in the Demised Premises and other rights and interests under the Lease. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease and in this Memorandum, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Demise. Landlord has demised and leased and hereby demises and leases the Demised Premises to the Tenant, and the Tenant has accepted and does 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 terms and conditions are incorporated herein by this reference and made a part hereof. 2. Term. The term of the Lease and of this 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 180th full calendar month following the Commencement Date, which is January 31, 2027. 3. Extension Options. Landlord has granted and hereby grants to Tenant options to extend the Term for four (4) successive, consecutive periods of five (5) years each, all in accordance with and subject to the applicable terms of the Lease. Landlord and Tenant shall execute and record in the real property records of Weld County, Colorado, a mutually agreeable form of supplement to this Memorandum with respect to any such extension(s) of the Term: provided, however, any failure to so execute and record any supplement(s) shall not affect the validity of any extension(s) of the Term, and such extension(s) shall be of full force and effect. If Tenant does not exercise an option to extend the Term, Tenant shall execute and deliver to Landlord a statutory form of quit claim deed with respect to the Demised Premises, the Lease and any rights granted or referenced in this Memorandum; provided, however, any failure of NCS- 572G1?.MPLS(KM) 3898902 Pages: 2 of 5 12/27/2012 11:47 AM R Fee:$31.00 Steve Moreno. Clerk and Recorder. Weld County. CO /III b�'♦�'L1�it,1��'�1+4"��'�t�4'i N�t1ii�M4��' MI"1 III III Landlord to record in the real property records of Weld County, Colorado, such quit claim deed shall not affect the validity of any termination of the Lease. 4. Right 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 Lease contains numerous other terms, covenants, conditions and provisions which affect the Demised Premises, and notice is hereby given that reference should be made to the Lease directly with respect to the details of such other terms, covenants, conditions and provisions (all of which shall constitute a part of this Memorandum). This Memorandum does not alter, amend, modify or change the terms 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 give notice 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 construed as supplemental to and cumulative with the Lease, but in the event of any conflict between the provisions of this Memorandum and 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 assigns. 7. Counterparts. This Memorandum may be executed in any number of counterparts, each of which shall constitute an original, and which together shall constitute one and the same instrument. [Signature blocks follow on next page] 7 3898902 Pages: 3 of 5 12/27/2012 11:47 AM R Fee:$31.00 Steve Moreno Clerk and Recorder, Weld County, CO •III rill lir � 111�KI��:i. r l VkltNi�,k III HI IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum effective as of the date first set forth above. LANDLORD: BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership orn, Managing Partner STATE OF COLORADO ) )ss COUNTY OF4-417 D ) The foregoing instrument was acknowledged before me this I? day of 4le ee-A464-- 20I2, by David L. Osborn, Managing Partner of Burger Avenue Investments, LLP, a Colorado registered limited liability partnership. Witness my hand and official seal. My commission expires: JEANNE T. SANFORD Notary Public State of Colorado 1/ /&i2v/ Public My Commission Email Novo b®e 10, Pot a Tenant's signature block follows on next page] RETURN TO: First American Title Insurance Co. National Commercial Services 801 Nlcollet Malf, Suite 1900 Minneapolis, MN 55402 974155.4 3898902 Pages: 4 of 5 12/27/2012 11:47 AM R Fee:$31.00 Steve Moreno, Clerk and Recorder, Weld County, CO III ill TENANT: CARPCO, L.L.C., an Iowa limited liability company '7 Dave Carpenter, President STATE OF COLORADO - ) ss. COUNTY OF The foregoing instrument was acknowledged before me this //i6_ day of /)P&rrn (for, 2012, by Dave Carpenter, President of Carpco, L.L.C., an Iowa limited liability company. Witness my hand and official seal. My commission expires: /df7/dn/3 0/4( /7124- Notary Public kraii 3898902 Pages: 3 of 5 12/27/2012 11:47 AM R Fee:$31.00 Steve Moreno: Clerk and Recorder, Weld County, CO lug Ail EXHIBIT A Demised Premises PARCEL I: A TRACT OF LAND SITUATE 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 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 05' WEST 234.1 FEET ALONG THE EASTERLY SIDE OF AN IRRIGATION DITCH; THENCE SOUTH 49 DEGREES 35' EAST 3010 FEET; THENCE NORTH 362.7 FEET MORE OR LESS TO THE TRUE POINT 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, 1971 AT RECEPTION NO. 1560570; together with all improvements thereon and appurtenances thereto. PARCEL 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 89 DEGREES 31' 00" WEST 450.00 FEET WHENCE THE NORTH 1/4 CORNER THEREOF BEARS S 89 DEGREES 31'00" WEST 2191.17 FEET; THENCE S 00 DEGREES 00' 00" EAST 392.20 FEET TO THE NORTHEAST CORNER OF THAT TRACT OF LAND KNOWN AS PARCEL 1 AS DESCRIBED BY DEED RECORDED AT RECEPTION #01932647 OF WELD COUNTY RECORDS AND THE POINT OF BEGINNING; THENCE 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 THE POINT OF BEGINNING, COUNTY OF WELD, STATE OF COLORADO; together with all improvements thereon and appurtenances thereto. A_1 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE (this "Amendment") is made as of December 16, 2011, between BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership ("Landlord"), and J.D. CARPENTER COMPANIES, INC., an Iowa corporation ("Tenant"). RECITALS: A, Landlord and Tenant are parties to that certain Ground Lease dated February 15, 2011, for the demise of 3914 Colorado Hwy 119, Longmont, Colorado (the "Original Lease"), as amended by (i) a Notice of First Extension of Entitlements Period and Amendment to Lease made between Landlord and Tenant and dated as of August 11, 2011, (ii) a Notice of Second Extension of Entitlements Period and Second Amendment to Lease made between Landlord and Tenant and dated as of September 15, 2011, and (iii) a Third Amendment to Lease made between Landlord and Tenant and dated November 16, 2011 (collectively the "Lease"). Initially capitalized terms used but not defined in this Amendment shall have the meanings given them under the Original Lease. E. Pursuant to the terms of the Lease, the last day of the Entitlements Period has been extended to the date of this Amendment, or December 16, 2011. Landlord and Tenant have mutually determined to further extend the Entitlements Period pursuant to the terms of this Amendment. NOW, THEREFORE, in consideration ofthe above premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant covenant and agree as follows: 1. Further Extension of Entitlements Period. The Entitlements Period, as presently expiring on the data of this Amendment, or December 16, 2011, is hereby farther extended for an additional 30 -day period (the "Second Additional Entitlements Extension Period"), running from the date hereof to and including January 17, 2012 (January 15, 2012 being a Sunday, and January 16, 2012 being a national holiday), In consideration of this further extension, on or before the date of this Amendment Tenant shall pay Landlord the further sum of $7,500 (the "Second Additional Extension Payment"), which payment will be governed by the provisions of Section 2(d) of the Original Lease that applied to the $7,500 payments for the first three (3) 30 -day extensions of the:Entitlements Period. Notwithstanding the foregoing, however, in the event the Tenant, at any time during the Second Additional Entitlements Extension Period, gives the Landlord notice that the Entitlements Condition has been satisfied or waived, then Tenant will receive credit against Rent for the proportionate share of the Second Additional Extension Payment, allocable on a per diem basis, to the remaining portion of the Second Additional Entitlements Extension Period falling after the date such notice is given. 2. Effect. This Amendment constitutes a modification to the terms of the Lease. Except as expressly modified hereby, the Lease shall remain in full force and effect in accordance with its stated provisions; Landlord and Tenant hereby ratify and reconfirm the terms of the Lease, subject to the terms of this Amendment. 3. Miscellaneous. This Amendment shall be binding upon and inure to the benefit of Landlord and Tenant and their respective successors and permitted assignees, and shall be governed by and construed in accordance with the laws of the State of Colorado. This Amendment may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same instrument. Either party may make legal delivery of its signed counterpart by email or facsimile transmission of a copy thereof. (Balance of page intentionally left blank) 1003.11.1.1 2 IN WITNESS WHERE, Landlord and Tenant have made this Fourth Amendment to Lease effective as of the date first set forth above, LANDLORD: BURGER AVENUE INVESTMENTS, LLP, a Colorado registered. limited liability partnership By: avid LL0saanaging Partner [Tenant's signature blockfollows on next page] roo»a4.I 3 TENANT: JD. CARPENTER COMPANIES, INC., an Iowa corporation B 10019,4.1 Dave Carpenter, 4 resident NOTICE OF THIRD EXTENSION OF ENTITLEMENTS PERIOD Landlord, Burger Avenue Investments, LLP, a Colorado registered limited liability partnership, and Tenant, J.D. Carpenter Companies, Inc., entered into a Ground Lease for 3914 Colorado Hwy 119, Longmont, Colorado, dated February 15, 2011 (the "Lease"). Section 2(d) of the Lease provides that if the Development Approvals and Permits are not obtained by 180 days after the execution of the Lease (August 15, 2011, since August 14, 2011, is a Sunday), Tenant shall have the right to extend the Entitlements Period for three (3) successive thirty (30) day periods. The parties executed a Notice of First Extension of Entitlements Period and Amendment to Lease dated as of August 11, 2011 (the "First Amendment"), which implemented the first 30 - day extension of the Entitlements Period, extending it until September 15, 2011. The parties signed a Second Notice of Extension and Amendment to Lease dated September 15, 2011 (the "Second Amendment") extending the Entitlement Periods to October 17, 2011, Tenant hereby gives Landlord notice that it is extending the Entitlements Period for its third additional thirty (30) days to and including November 16, 2011, Landlord hereby accepts this instrument as such notice, Tenant will pay the third extension fee of $7,500.00 on or before October 17, 2011. Except as modified by the First and Second Amendments, the Lease shall remain in full force and effect in accordance with its provisions. Initially capitalized terms used but not defined herein shall have the meanings given them under the Lease, This instrument may be executed in counterparts, which together shall constitute one and the same instrument, Either party may make legal delivery of its signed counterpart by e-mail or facsimile transmission of a copy thereof. Dated this 13 day of October, 2011, LANDLORD« BURGER AVENUE INVESTMENTS, LLP , ),„/,-//1),„/),„/,-//1y: '/! B David L. Osborn, Date Managing Partner 9,.'"" TENANT: J.D, CARPENTER COMPANIE B r, fitiko- ft,c701 (04,5v ,'1 ` / O/4 64 4 1'z 1it `( ` Date 741 NOTICE OF SECOND EXTENSION OF ENTITLEMENTS PERIOD AND SECOND AMENDMENT TO LEASE Landlord, Burger Avenue Investments, LLP, a Colorado registered limited liability partnership, and Tenant, J.D. Carpenter Companies, Inc., entered into a Ground Lease for 3914 Colorado Hwy 119, Longmont, Colorado, dated February 15, 2011 (the "Lease"). Section 2(d) of the Lease provides that if the Development Approvals and Permits are not obtained by 180 days after the execution of the Lease (August 15, 2011, since August I4, 2011, is a Sunday), Tenant shall have the right to extend the Entitlements Period for three (3) successive thirty (30) day periods. The parties executed a Notice of First Extension of Entitlements Period and Amendment to Lease dated as of August 11, 2011 (the "First Amendment"), which implemented the first 30 -day extension of the Entitlements Period, extending it until September 15, 2011. Tenant hereby gives Landlord notice that it is extending the Entitlements Period for its second additional thirty (30) days to and including October 17, 2011 (October 15, 2011 is a Saturday). Landlord hereby accepts this instrument as such notice. Tenant reserves the right to further extend the Entitlements Period as provided in Section 2(d) of the Lease. Tenant previously deposited with Landlord the sum of $15,000 pursuant to Section 3(i) of the Lease as pre -paid rent. Landlord and Tenant acknowledge that under Section 2(d) of the Lease, the extension fee for this second extension of the Entitlements Period is $7500.00 and is non-refundable subject to the terms of Section 9(a) of the Lease. Landlord and Tenant now further agree that Landlord shall apply $7500.00 of the aforesaid $15,000 payment for this second extension period in satisfaction of the required extension fee, and shall -deduct that sum from pre -paid rent, leaving the sum of $0 as pre -paid rent, Should both the Entitlements Condition and Permits Condition be satisfied, within five (5) business days thereafter Tenant will re -deposit the $15,000 prepaid rent, which will be applied to Basic Rent payments next owing. Except as•modified hereby and by the First Amendment, the Lease shall remain in full force and effect in accordance with its provisions. Initially capitalized terms used but not defined herein shall have the meanings given them under the Lease. This agreement may be executed in counterparts, which together shall constitute one and the same instrument. Either party may make legal delivery of its signed counterpart by e-mail or facsimile transmission of a copy thereof. •Dated this 15th day of September, 2011. LANDLORD: TENANT: BURGER AVENUE INVESTMENTS, LLP J.D. CARPENTER COMPANIE By: David L. Osborn, Date Managing Partner 9972133 ave Carp President Dat NOTICE OF SECOND EXTENSION OF ENTITLEMENTS PERIOD AND SECOND AMENDMENT TO LEASE Landlord, Burger Avenue Investments, LLP, a Colorado registered limited liability partnership, and Tenant, J.D. Carpenter Companies, Inc., entered into a Ground Lease for 3914 Colorado Hwy 119, Longmont, Colorado, dated February 15, 2011 (the "Lease"). Section 2(d) of the Lease provides that if the Development Approvals and Permits are not obtained by 180 days after the execution of the Lease (August 15, 2011, since August 14, 2011, is a Sunday), Tenant shall have the right to extend the Entitlements Period for three (3) successive thirty (30) day periods. The parties executed a Notice of First Extension of Entitlements Period and Amendment to Lease dated as of August 11, 2011 (the "First Amendment"), which implemented the first 30 -day extension of the Entitlements Period, extending it until September 15, 2011. Tenant hereby gives Landlord notice that it is extending the Entitlements Period for its second additional thirty (30) days to. and including October 17, 2011 (October 15, 2011 is a Saturday). Landlord hereby accepts this instrument as such notice. Tenant reserves the right to further extend the Entitlements Period as provided in Section 2(d) of the Lease. Tenant previously deposited with Landlord the sum of $15,000 pursuant to Section 3(i) of the Lease as pm -paid rent. Landlord and Tenant acknowledge that under Section 2(d) of the Lease, the extension fee for this second extension of the Entitlements Period is $7500.00 and is non-refundable subject to the terms of Section 9(a) of the Lease, Landlord and Tenant now further agree that Landlord shall apply $7500.00 of the aforesaid $15,000 payment for this second extension period in satisfaction of the required extension fee, and shall deduct that sum from pre -paid rent, leaving the sum of $0 as pre -paid rent, Should both the Entitlements Condition and Permits Condition be satisfied, within five (5) business days thereafter Tenant will re -deposit the $15,000 prepaid rent, which will be applied to Basic Rent payments next owing. Except as modified hereby and by the First Amendment, the Lease shall remain in full force and effect in accordance with its provisions. Initially capitalized terms used but not defined herein shall have the meanings given them under the Lease. This agreement may be executed in counterparts, which together shall constitute one and the same instrument. Either party may make legal delivery of its signed counterpart by e-mail or facsimile transmission of a copy thereof. Dated this 15th day of September, 2011, LANDLORD: TENANT: BURGER AVENUE INVESTMENTS, LLP J.D. CARPENTER COMPANIES, INC. By: 947115.2 a-( 2 avid L. Osborn, Managing Partner q --f, i �G l By: Date Dave Carpenter, President Date GROUND LEASE FOR 3914 COLORADO HWY 119, L.ONGMONT, COLOR ADO THIS GROUND LEASE (this "Lease") is entered into effective as of the day of February, 2011 (the "Effective Date"), by and between BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership, having an office for the transaction of business at 217 West Olive St., Fort Collins, Colorado 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, Iowa 50322 ("Tenant"). WITNESSETH: In consideration of Ten Dollars ($10.00), and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Landlord and Tenant, and the mutual covenants contained herein, and 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 property located in unincorporated Weld County, Colorado, having an address of 3914 Colorado Highway 119, Longmont, Colorado, being more and legally described on Exhibit "A" attached hereto and by this reference made a part hereof (the "Demised Premises"). Landlord hereby agrees to lease and demise the Demised Premises to Tenant, 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 the Effective Date (the "Due Diligence Period"), Tenant will have the right to conduct investigations, testing, inspections and evaluations of any and all matters that may affect the Demised Premises and its development, possession, use and enjoyment, including, without limitation, the environmental condition and other aspects of physical condition. In the event Tenant, in its discretion and at its election, and with or without cause, determines that Tenant is dissatisfied with the Demised Premises or otherwise does not want to proceed with the transaction under this Lease, then Tenant mayterminate this 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 termination. (i) Upon the expiration or termination of this Lease, Tenant shall promptly deliver to Landlord (A) all documents and materials relating to the Demised Premises previously delivered to Tenant by Landlord (provided that Tenant at its election may retain its own copies for its files), and (B) copies of all reports and studies originated or received by Tenant during the Due Diligence Period or Entitlements Period (hereinafter defined) concerning the Demised Premises. However, in the event Tenant raises any concerns with Landlord regarding any ostensible environmental conditions affecting the Demised Premises, in connection therewith 964286.7 Tenant shall give Landlord copies of any environmental audits or reports produced on behalf of Tenant that reflect such conditions (and Landlord shall maintain such conditions as confidential without disclosure to other parties, to the fullest extent permitted by law, so long as this Lease remains in effect). (ii) Within 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, physical condition or other characteristics or matters pertaining to the Demised Premises, and appraisals, plans, specifications or other materials pertaining to the value, development, use and enjoyment of the Demised Premises, to the extent in Landlord's possession. (iii) Tenant shall bear the cost of all of Tenant's inspections, tests, and evaluations of the Demised Premises. Tenant, and Tenant's agents, contractors, and employees, (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 Section 12 hereof, shall secure the discharge of any liens that attach to the Demised Premises by reason of the exercise of Tenant's rights hereunder, and (D) shall restore the Demised Premises to the condition in which the Demised Premises existed before any such inspections, tests, or evaluations (subject to the effect of the Facilities and Improvements 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 attorneys' fees, and including payments made by Landlord to release mechanic's liens filed against the Demised Premises) which Landlord may suffer as the result of claims, demands, costs, and/or judgments against Landlord arising out of or in any way in connection with Tenant's inspection activities, unless resulting from Landlord's affirmative actions constituting negligence or other breach of any legal duty, and provided that Tenant will have a first right 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 located on the Demised Premises so long as Tenant exercises reasonable care to avoid such disturbances. Notwithstanding any provision of this Lease to the contrary, no termination of this Lease shall terminate Tenant's obligations pursuant to this Section. The parties hereto expressly acknowledge and agree that while Tenant may elect to terminate this Lease pursuant to this Section 2(a) based on the status of Landlord's title to the Demised Premises (without otherwise limiting the scope of Tenant's termination rights under this Section 2(a)), Landlord's duties and responsibilities with respect to satisfying or curing title defects or Tenant's objections to title are set forth in, and controlled by, Section 26 hereinafter. (b) In addition to the Due Diligence Condition, Tenant shall have the right and condition in its favor during the Entitlements Period (defined below) to obtain all requisite final zoning, subdivision, land use, development, building permit and other approvals from Weld County and any other applicable governmental or quasi -governmental authority (including, without limitation, 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 final and having been obtained unless and until any related appeal or referendum rights have expired without any such appeal or referendum having been 964286.7 2 commenced. The Entitlements Period will commence on the Effective Date and expire one hundred eighty (180) days after the Effective Date (unless extended as hereinafter set forth), or any earlier date that all requisite Development Approvals „nd Pe—' is (hereinafter defined) have been obtained. Tenant, at its election, may terminate this Lease for a failure of the Entitlements Condition by giving Landlord written notice thereof at any time within two (2) business days after the last day of the Entitlements 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 survive termination. If Tenant in its business judgment determines during the Entitlements Period that the requisite Development Approvals or any Permits will not be obtained, Tenant may give the foregoing termination notice at that time. Provided Landlord does not incur any out-of-pocket expense or liability in connection therewith, Landlord shall be obligated to join in and execute any applications or related documents as required by any applicable authority or as reasonably requested by Tenant in the process of pursuing Development Approvals, provided that in the event such applications irrevocably restrict the Property to Convenience Store Uses, and Tenant then terminates this Lease pursuant to this Section 2(a) or Section 8 below, then Tenant will be obligated at its expense to obtain the vacation or rescission of that restriction. (c) If this Lease is terminated by Tenant for failure of the Entitlements Condition, upon such termination Tenant shall pay Landlord the sum of $3,750.00 for each successive 30 -day period within the Entitlements Period (excluding any extension periods as set forth below) which has passed, in whole or in part, following the end of the Due Diligence Period and prior to the date of the Lease termination. Payments pursuant to this Section 2(c) shall be non-refundable and the property of Landlord (subject, however, to Section 9(a) below). (d) Tenant shall have options to extend the Entitlements Period for three (3) successive 30 -day periods, each of which may be exercised by Tenant giving Landlord notice thereof at any time on or before the last day of the then outstanding Entitlements Period (references herein to the Entitlements Period shall mean the same as it may be sn extended). Upon any exercise of the option for each extension, Tenant shall pay Landlord the sum of $7,500.00, which payment will be non-refundable 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 Rent. (e) The term of this Lease shall commenceonthe fifthbusiness day followingthe satisfaction of the Entitlements Condition (the "Rent Commencement Date"). (f) The initial term of this Lease shall be for the period that is substantially fifteen (15) years, beginning on the Rent Commencement Date and terminating on the last day of the 180111 full calendar month following the Rent Commencement Date, unless sooner terminated or extended as herein provided. So long as Tenant is not in default of any of its obligations under this Lease, Tenant shall have the right, at its option, to extend the term of this Lease for four (4) additional, consecutive periods of 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, 964286,7 as the case may be. The expression "term of this Lease" or similar references as hereinafter used shall mean and refer to the initial term of this Lease and any extensions thereof that have been exercised by Tenant, as the context may permit or require. The term "lease year" shall mean calendar years within the term of this Lease, with the first lease year to mean the fractional calendar year running from the Rent Commencement Date through December 31 of that year, and the last lease year to mean the fractional calendar year running from January 1 through the last day of the term of this Lease. (g) The Due Diligence Condition and Entitlements Condition shall be cumulative with and not limit the "Permits Condition" established under Section 8 below. Section 3. Rent. (a) Tenant covenants and agrees to pay Landlord for the Demised Premises, without offset or deduction (except as set forth in Section 27(d) below), and without previous demand therefor, Basic Rent at the rates hereinafter set forth from the Rent Commencement Date and thereafter throughout the term of this Lease ("Basic Rent"). 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 Years 1-5 Years 6-10 Years 11-15 Extended Term (as applicable) Years 16-20 Years 21-25 Years 26-30 Years 31-35 Monthly Basic Rent $7,500.00 $8,250.00 $9,075.00 Monthly Basic Rent $9,982.00 $10,980.00 $12,078.00 $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 expire one year after the last day of the calendar month in which the Rent Commencement Date falls, and each succeeding Year will expire one year after the last day of the preceding Year. (b) As used herein, the term "Additional Rent" shall mean amounts required to be paid by Tenant under the terms of this Lease other than Basic Rent or Percentage 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 Tenant's inventory (physical goods or products held for resale) in the ordinary course 964286.7 4 of Tenant's business conducted on the Demised Premises, 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 from such parties will be included in retail merchandise sales), (iv) merchandise or inventory 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) any refunds on returned merchandise or inventory, and (viii) any sales of fixtures, equipment, supplies or goods in the Demised Premises that do not constitute part of Tenant's inventory. (d) In addition to the Basic Rent, Tenant will pay Landlord "Percentage Rent" equal to 3.5% of the excess, if any, during any lease year of (i) Tenant's retail merchandise sales in the Demised Premises over (ii) the amount of $1,650,000.00, which amount will be subject to 10% compounded increases at the end of every five-year period within the term of this Lease (the `Breakpoint"). For any fractional lease year within the term of this Lease, the applicable Breakpoint amount will be prorated on a per diem basis. (e) Tenant shall keep and maintain full, complete and accurate records of all retail merchandise sales, as defined in this Lease, together with supporting records that are generated by Tenant in the ordinary course of business and as required by law, which may include excise tax reports, state sales tax reports, gross income tax reports, and cash register tapes. The records shall be kept in accordance with Tenant's accounting practices employed in the ordinary course of Tenant's business, and the records for a given lease year shall be preserved by Tenant for a period of three (3) years after the close of the lease year. These records shall be made available to Landlord, or a representative of Landlord, 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 Demised Premises. (i) On or before the 20th day after written request from Landlord, Tenant shall deliver to Landlord, at the place then fixed for the payment of Rent, a written statement, signed and certified by Tenant to be accurate, of retail merchandise sales made during the calendar month preceding the giving of the notice and a true copy of any corresponding sales tax report covering that . samecalendar month and filed by . Tenant. with . anygovernmental agencies, as required by law, prior to Tenant's delivery. (Landlord specifically acknowledges that sales tax reports may vary from the 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 deliver to Landlord a statement certified by Tenant, showing retail merchandise sales made during the preceding lease year and a calculation of the amount of Percentage Rent due Landlord (the "Annual Statement"). (ii) Tenant shall pay to Landlord, simultaneously 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 engaged by Landlord, shall have the right on reasonable notice to Tenant to examine all 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 964286.7 5 pertinent lease year. The results of the examination and audit shall be certified as accurate to Landlord and Tenant by Landlord's certified public accountant. All expenses of examination shall be paid for by Landlord, 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 Landlord's out-of-pocket costs of the examination shall be paid by Tenant (such additional liability will be subject, however, to verification and confirmation between Landlord and Tenant). (iii) Landlord shall have the right to accept and apply on account any amount tendered by Tenant as payment in full of all or any portion of the Percentage Rent without prejudicing 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 that it be accepted in full, if at all. (iv) If Landlord'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 from the audit shall be paid by Tenant within 30 days after Tenant has received a copy of the audit or examination (such increase will be subject, however, to verification and confirmation between Landlord and Tenant). (v) If Tenant fails to prepare and deliver any monthly statement or Annual Statement required by this Section 3(e) within the time specified, Landlord may elect to treat Tenant's failure as a substantial breach of this Lease, and Landlord shall be entitled to exercise its remedies hereunder after Landlord has given to Tenant 30 days' written notice to submit such statement. 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 Tenant's bank account, which in any way pertain to or show retail merchandise sales as defined by this Lease, and to prepare the statement or statements that Tenant has failed to prepare and deliver. (vi) Any such audit shall be made and any such statement and statements shall be prepared by a certified public accountant selected by Landlord. The statement or statements so prepared shall be conclusive on Tenant, provided they are 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 audit. Nevertheless, if Tenant's. failure to deliver. any monthly or annual statement 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 time after destruction to assemble the information necessary to prepare any statement or statements and deliver them to Landlord. (f) In the event that Rent commences hereunder on other than the first day of a calendar month, or if the last day of the term of this Lease is other than the last day 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 basis. (g) No security deposit shall be required to be paid by Tenant in connection with this Lease. 964266.7 6 (i) On the mutual execution of this Lease, Tenant shall deposit with Landlord $15,000.00 as prepaid rent. If Tenant terminates this Lease pursuant to the Due Diligence Condition, the Entitlements the Pe --4s Condition then the $15,000.00, less any Condition or u11r 1 V J , ..� -••J obligations due from Tenant to Landlord pursuant to Section 2(c), shall be promptly returned to Tenant. If this Lease is not so terminated, and the term of this Lease commences, the $15,000.00 shall be fully applied to Tenant's Basic Rent obligations hereunder. By his execution of this Lease on behalf of Landlord, David L. Osborn, a practicing attorney 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 under the foregoing provisions from time to time. Section 4. Place of Payment. All amounts payable 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 place as Landlord may from time to time designate by at least ten (10) business days' prior written notice to Tenant, in lawful money of the United States which shall be legal tender for the payment of all debts and dues, public and private, at the time of payment. Section 5. Rent to be Net to Landlord. It is the intent of the parties that the Rent provided in this Lease will be a net payment to Landlord and that, except as expressly provided in this Lease, Landlord will not be required to pay 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 expenses relating to the Demised Premises accruing during the term of this Lease. Accordingly, except for those expenses and obligations which Landlord has expressly agreed to bear pursuant to this Lease, 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 accrue during or are allocable to the term of this Lease, including, without limitation: (a) real and personal property taxes and assessments as hereinafter provided; ' for of Tenant hereunder; hereinafter pro V1LLGLL, (b) insurance premiums coverage required --o (c) utility charges; and (d) the costs and expenses of maintaining and repairing the Improvements (as defined in Section 9(e) herein) and ground (landscaping, paving, etc.). In connection with any Additional Rent items accrued from time to time for which a specific due date is not established under the other provisions hereof, such items 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 Demised Premises that arise or accrue prior to the commencement of the term of this Lease shall be borne solely by the Landlord, and the Tenant will not have any obligation therefor (the foregoing being subject to and without limitation, however, on Tenant's obligations 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 store facility incorporating a retail gasoline sales center and car wash (the "Convenience Store Uses"). The Convenience Store Uses may at Tenant's election further include a "fast food" or other form of restaurant operation and/or other uses associated with convenience store operations from time to time, as determined by Tenant in its ordinary business judgment, and if zoning so allows. The Demised Premises may otherwise be used for 964286.7 any other lawful uses or purposes, provided that alternative uses will be subject to the prior approval of Landlord, not to be unreasonably withheld. Tenant covenants and agrees that within thirty (30) days after the issuance of a certificate of occupancy and all requisite Permits (as hereinafter set forth), Tenant will commence its business operations upon the Demised Premises and continue such operations thereafter at all times (subject to the other provisions hereof) pursuant to operating standards that are materially consistent with "best of class" for convenience store retail operators in the Front Range area of Northern Colorado (the "Convenience Store Standard"). If uses other than Convenience Store Uses are permitted under this Section 6(a), such uses shall not be subject to the Convenience Store Standard. (b) Tenant shall, from and after commencement of operations, 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 area 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, however, that this provision shall not apply if the Demised Premises should be closed and the business of Tenant temporarily discontinued therein on account of strikes, lockouts or similar causes beyond the control of Tenant, any casualty or condemnation, alterations of the Improvements pursuant to Section 10 below, Force Majeure (as set forth in Section 45 below), or other causes as otherwise provided herein ("Excused Closures"). Tenant shall keep the Demised Premises adequately stocked with products and/or merchandise, and with sufficient personnel to care for the patronage, and to conduct said business in accordance with sound business practices, as determined by Tenant in its ordinary business judgment applied consistently with the Convenience Store Standard (as applicable). (c) In the event of default by Tenant of any of the conditions contained in Section 6(b), Landlord shall have, in addition to any and all remedies herein provided, the right at its option to collect not only the Rent herein provided, but supplemental rent at the rate of One Percent (1%) of the monthly Basic Rent herein provided for each and every day that Tenant shall fail to conduct its business in accordance with 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 liquidated damages are a reasonable estimate of damages, enforceable in accordance with the terms of this Section 6(c), and that such do not constitute a penalty. If Tenant ceases business operations for more than thirty (30) consecutive days (other than as a result of Excused Closures), Landlord shall have the right (by providing Tenant with thirty (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 Recapture Notice, then this Lease will terminate upon the 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 accrued prior to such termination. (d) Tenant accepts the Demised Premises in their "As Is Where Is" condition. 969286.7 8 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 shall become due and payable, all taxes and other governmental impositions 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 Lease and which shall or may be charged, levied, laid, assessed, imposed, become due and payable, or liens upon or for or with respect to the Demised Premises or any part thereof, or any buildings, appurtenances or equipment owned by Tenant thereon 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), under or by virtue of all present or future laws, ordinances, requirements, orders, directives, rules or regulations of the federal, state and county governments and of all other governmental authorities whatsoever with jurisdiction for the taxation 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 for each lease year, payable the following year. Landlord specifically acknowledges and agrees that the Taxes shall not include, and Tenant shall not be obligated to pay, as Additional Rent or otherwise, any local, state or federal income, franchise, inheritance or estate tax of Landlord or any of its principals, or any tax imposed, levied or assessed with respect to or because of the income, appreciation or other benefit derived by Landlord or any of its 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 Rents as a gross income or revenue source that is specifically allocated to and binding upon tenants or lessees (a "Tenant Rent Tax"), then such Tenant Rent Tax applicable to the Rent hereunder will be paid by the Tenant. Landlord further acknowledges and agrees that any Taxes, assessments and other governmental impositions or levies of any nature accruing during or attributable to any period prior to the eCommencement Date shall the sole obligation of and paid full T, nnllorriTn Rent be in by addition to Tenant's obligation to pay the Taxes, Tenant shall be liable for and shall pay (i) all taxes levied against Tenant's personal property, furnishings, equipment, trade fixtures and all other personal property in the Demised Premises during the term of this Lease, and (ii) all taxes, including, without limitation, sales taxes, worker's compensation, general license, or franchise taxes and Tenant Rent Taxes, if any, which may be required for, or applicable to, the conduct of Tenant's business (provided that Tenant may contest any such taxes in good faith). (b) Tenant shall be deemed to have complied with the covenants of this Section 7 if payment of such Taxes shall have been made within any period allowed either by law or by the governmental authority imposing the same during which payment is permitted without penalty or interest, and Tenant shall produce and exhibit to Landlord satisfactory evidence of such payment, if Landlord shall demand the same 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 Landlord and Tenant in accordance with the 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 n 964286.7 the same as such installments become due and payable. Any special assessments for public improvements 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 accruing during the term; if any special assessments actually become payable on less favorable terms, Landlord shall pay the special assessments directly, and Tenant will then reimburse the special assessments to Landlord based on the deemed payment terms. (d) Tenant or its designees shall have the right to contest or review all such Taxes by legal proceedings, or in such other manner as it may deem suitable (which, if instituted, Tenant or its designees shall conduct promptly at 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 Landlord and Landlord shall execute all documents necessary to accomplish the foregoing). Notwithstanding the 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 harmless from and against any claims, 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 to Tenant under the foregoing provisions for any such proceedings undertaken by Tenant. Section 8. Conditions to Tenant's Obligations. The obligations of Tenant under this Lease shall also be expressly subject to and conditioned upon the receipt by Tenant of all necessary business licenses and permits or other governmental authorizations (collectively, the "Permits") necessary for the operation of the Convenience Store Uses (the "Permits Condition"). The requisite Permits will include, without limitation, all signage, health, sales tax, alcoholic beverage sales and other licenses, permits and approvals deemed necessary by Tenant in connection with Tenant's intended operation of the Demised Premises for the Convenience Store Uses. Tenant agrees to complete and submit applications for all such Permits within thirty (30) days after receipt of all Development Approvals requisite to commencing construction of the 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 Tenant's exercise of its ordinary business judgment, to obtain such Permits in an expeditious manner. Notwithstanding the foregoing, Tenant at its election may terminate this Lease upon . written notice 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; provided, however, Tenant must do so by written notice to Landlord within two (2) business days after the last day of the Entitlements Period or any extension thereof. Upon any such termination of this Lease, any applicable Rents will be apportioned to the date such termination notice is given, and the parties will be released from all further obligations and duties under this Lease thereafter arising. Section 9. Construction of Improvements. (a) Tenant, at its sole expense, shall construct the Facilities and any other Improvements. All Facilities and Improvements shall be constructed by Tenant in compliance 964266.7 10 with all then applicable building codes and ordinances and in material conformity with the final Concept Plans approved pursuant to the following provisions. (i) A schematic site plan and conceptual elevations for the Facilities (the "Concept Plans") shall be subject to Landlord's approval, which approval shall not be unreasonably withheld or conditioned. Landlord's approval will be deemed given unless Landlord gives Tenant written notice disapproving the Concept Plans within the Plan Review Period (defined below). If Landlord disapproves of the Concept Plans, Landlord shall provide Tenant in writing the specific reasons for such disapproval. The parties shall then work together to thereafter agree in writing on the Concept Plans. Any material change to Concept Plans approved by Landlord shall require Landlord's prior written approval, which approval shall not be unreasonably withheld or conditioned. Landlord agrees to respond to any request for approval of material changes in the Concept Plans (with reasons for any disapproval to be specified in writing) within the Plan Review Period, and if Landlord 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, Landlord's approval of such material changes shall not be required. (ii) In any case where Landlord has validly objected to the Concept Plans, as initially presented or modified, then Tenant may give notice under Section 2(a)(ii) above terminating this Lease for a failure of the Entitlements Condition if Tenant determines that the parties will not be able to reach agreement resolving Landlord's objections. If the Lease is so terminated for a failure of Landlord's required approval of the Concept Plans, then the termination payments under Section 2(c) will not be owing, and any extension payments theretofore made under Section 2(d) will be refunded to Tenant. Prior to the commencement of construction of the initial Facilities, Tenant shall demonstrate to Landlord, by presenting bank statement(s) or other evidence, that Tenant then has cash resources available at least equal to 110% of Tenant's budgeted construction costs for the initial Facilities. The "Plan Review Period" shall mean the period of five (5) business days after Landlord's receipt of the proposed Concept Plans or material changes thereto, as the case may be, provided that if upon receipt, David Osborn (a principal of Landlord) is traveling and temporarily away from his offices for business 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 connection with construction, Force Majeure events will specifically include, without limitation, any failure of governmental authorities to issue any remaining Development Approvals or Permits requisite to construction or completion; the discovery of conditions on or in the Demised Premises that obstruct or impede construction (e.g., adverse soils conditions, environmental contamination, or legally protected species habitat or burial sites); or any failure of performance by any architects, engineers, general contractors, or other contractors, subcontractors, suppliers or materialmen engaged by, through or under Tenant. (c) Tenant shall construct the initial Facilities from its own equity resources. Tenant represents to Landlord that Tenant's financial statements and information heretofore provided 964286.7 11 by Tenant to Landlord are accurate and complete in all material respects and fairly present the financial condition of Tenant as of the dates thereof and for the periods covered thereby, as applicable. (d) Not later than ten (10) days prior to the commencement of construction of the Facilities, Tenant shall provide Landlord with the name of Tenant's general contractor, 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 not seek any mortgage financing for its Improvements until the initial Facilities are 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 -party purchaser or mortgagee, Tenant agrees, within ten (10) business days after a demand notice from Landlord, to furnish Landlord with such financial statements of Tenant that Landlord may specify in reasonable detail and that have been prepared by or on behalf of Tenant for the two (2) years preceding (provided that Tenant shall not be required to furnish financial statements in any case where the proposed purchaser or mortgagee is a business competitor of Tenant, as reasonably determined by Tenant). Landlord agrees to keep such information confidential, and share it only in relation to the proposed transaction with its accountants, attorneys, banks, and the prospective third party purchaser or mortgagee, as applicable, of the Demised Premises, whom Landlord shall also bind to confidentiality and not suffer them to make further disclosures of such information to any other party. Following completion of the construction of the initial Facilities, Tenant shall furnish Landlord with copies of final mechanics' lien releases that Tenant's general contractor submits to Tenant. (e) The improvements to be initially constructed by Tenant on the Demised Premises will be constituted by a building containing approximately 4,500 square feet, together with gasoline tanks, lines, and dispensers comprising the gasoline retail sales center (the "Gasoline Facilities"), identity and other signage, and site improvements and other facilities serving or associated with the permitted uses for the Demised Premises (the initial improvements and facilities developed by Tenant being sometimes referred to herein as the "Facilities"). The parties specifically acknowledge that there are existing building and site improvements 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 remodel those existing improvements, or (ii) demolish those existing improvements (only after first obtaining all Development Approvals) and proceed with the Facilities as a whole new development; Tenant may pursue Development Approvals accordingly depending on the election that Tenant makes. The Facilities and other improvements located from time to time on the Demised Premises are sometimes referred to herein as the "Improvements." Section 10. Repairs and Alterations to Improvements. (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 Demised Premises in a good condition and repair, ordinary wear and tear excepted, that is materially consistent with the Convenience Store Standard as applicable. Unless expressly provided herein, Landlord shall not be required to furnish any services or 964286,7 12 facilities or to make any improvements, repairs or alterations in or to the Demised Premises during the term of this Lease. (b) Tenant may, at its own cost and expense, at any time and from time to time, alter, add to, 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 compliance 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 constructed by Tenant, and (iii) in the event of any such demolition or removal of all or substantially all of the Improvements on the Demised Premises (and not due to a casualty or condemnation), Tenant shall provide Landlord with adequate security (reasonably covering projected replacement costs) for the subsequent replacement prior to demolition of the existing Improvements. The same shall be replaced with improvements of at least equal value to the Improvements so demolished or removed. Any alterations or improvements after Tenant's initial construction of the Demised Premises shall require Landlord's prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed) if such alterations or improvements (x) are to the exterior of Tenant's building and in any one instance entail a cost exceeding $100,000.00, or (y) would affect the structural integrity of Tenant's building (except for 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 foregoing threshold amount of $100,000.00 shall be increased as and when the Basic Rent increases hereunder, and on the same basis (i.e., 10% compounded increases every five (5) years). The foregoing provisions of this Section 10(b) shall not, however, apply to or limit any maintenance, repairs, replacements or work in the ordinary course of Tenant's business for purposes of keeping or bringing the Improvements into good condition and repair, or of complying with applicable laws and regulations. Section 11. Ownership of Improvements. (a) Until the expiration or sooner termination of this Lease, title to any building or buildings or improvements situate or erected 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 remain solely in Tenant; and Tenant alone shall beentitledto deduct all depreciation on Tenant's .income .tax .returns for anysuch building or buildings, building equipment, Gasoline Facilities and equipment and/or other items, improvements, additions, changes or alterations (and such depreciation and other non -cash expenses shall not constitute any form of Additional Rent payable by Tenant). Upon the expiration or sooner termination of the term of this Lease, title to the Facilities and Improvements, including all buildings, improvements, Gasoline Facilities (except as hereinafter provided), equipment and fixtures (except for Tenant's personal property and trade fixtures as more fully discussed below) situate or erected on or under the Demised Premises shall vest in and become the full and absolute property of Landlord Tenant free and clear of all liens of any leasehold interests and without any compensation to Tenant. (b) Upon the expiration or sooner termination of the term of this Lease, Tenant shall quit and surrender to Landlord the Demised Premises, including the Improvements, Gasoline 964286.7 13 Facilities, and all other buildings, improvements and fixtures then located thereon; provided, however, Tenant shall be permitted to remove Tenant's personal property and trade fixtures (which h shall be andTenant's property) within (3) business after surrender, remain Tenant's property) ,J�three � � days and shall repair any damage to the Demised Premises and the Improvements caused by such removal. It is expressly agreed that the gas dispensers incorporated within the Gasoline Facilities constitute part of Tenant's trade fixtures and may at Tenant's election be removed and retained as Tenant's property. Upon Tenant's surrender of the Demised Premises, Tenant shall deliver possession of the Demised Premises in broom clean and safe condition, ordinary wear and tear, and damage caused by Landlord excepted. Tenant shall deliver to Landlord all keys to the Demised Premises within three (3) business days after Tenant's surrender of the Demised Premises. Notwithstanding anything to the contrary contained herein, Landlord shall have the right, in Landlord's sole discretion, to require that Tenant remove all Gasoline Facilities, so long as written notice of such election is given to Tenant not later than sixty (60) days after the expiration or sooner termination 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 Gasoline Facilities have been operated to any extent by Landlord 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 Landlord to ascertain whether they are operable and in a condition that conforms with applicable laws, so long as (i) Landlord gives Tenant at least five (5) business days' prior notice of the 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 accordance with the foregoing will not impair Landlord's election to require 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 provide Landlord with all appropriate documentation in accordance with existing laws and regulations. (c) Tenant shall also, upon expiration or earlier termination of this Lease, and at Tenant's sole comply with all requirements of the appropriate governmental expense, uyprvp uw governmental authorities regarding any conditions resulting from Tenant's operation of the Gasoline Facilities, except to the extent such requirements are for removal of the Gasoline Facilities and removal is not required 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 extent necessary to satisfy Tenant's obligations under this Section 11(c) or Section 11(b) above. Upon conclusion of the Tenant Remedial Measures, to the extent affected by the performance of the Tenant Remedial Measures, Tenant shall restore the Demised Premises to the condition substantially similar to that condition existing prior to the performance 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 12. Mechanic's and Materialmen's Liens. Tenant shall have no right, authority or power to bind Landlord or any interest of Landlord in the Demised Premises for any claim for labor or for material or for any other charge or expense incurred in constructing any Improvements or performing any alteration, renovation, repair, refurbishment or other work with regard thereto, nor to render Landlord's interest in the Demised Premises liable for any lien or right of lien for any labor, materials or other charge or expense incurred in connection therewith. 960166.7 1A 1-r Tenant shall not be considered the agent of Landlord in the construction, erection or operation of any Improvements. If any liens or claims for labor or materials supplied or claimed to have been supplied to the Demised Premises by, through or under Tenant are filed, Tenant shall diligently pursue the release or discharge thereof. Landlord may request that Tenant cause such lien(s) to be released or properly bonded within sixty (60) days after Tenant's receipt of written request therefor. In the event that Tenant has not secured a release of such lien(s) or has not posted an appropriate bond to release such lien(s) within such sixty (60) -day period, then Landlord shall be entitled to post a bond to release such lien(s) and the actual out-of-pocket costs incurred by Landlord in connection therewith shall be deemed as Additional Rent and payable to Landlord upon thirty (30) days' prior written notice. Section 13. Requirements of Public Authority. (a) During the term of this Lease, Tenant shall, at its own cost and expense, promptly observe and comply with all present and future laws, ordinances, requirements, orders, directives, rules and regulations of the federal, state, and county governments and of all other governmental authorities affecting Tenant's use and occupation of the Demised Premises or appurtenances thereto or any part thereof, whether the same are in force at the Rent Commencement Date or may in the future be passed, enacted or directed, and Tenant shall pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims and demands that may in any manner arise out of or be imposed because of the failure of Tenant to comply with the covenants of this Section 13. (b) Tenant shall have the right to contest by appropriate legal proceedings diligently conducted in good faith, in the name of Tenant or Landlord (as legally required), or both (if legally required), without out-of-pocket cost or expense to Landlord, the validity or application of any law, ordinance, rule, regulation or requirement of the nature referred to in Section 13(a) above, and if compliance therewith may legally be delayed pending the prosecution of any such proceeding, Tenant may delay such compliance therewith until the final 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 such law,ordinance, order, directive, rule, regulation or requirement and to fully cooperate with Tenant in such contest. It is agreed to by the parties hereto that it shall be reasonable for Landlord to refuse to 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 Landlord's rights and interests in the Demised Premises. Section 14. Hazardous Materials. In connection with the Gasoline Facilities, Tenant shall take all measures available to Tenant during the term of this Lease for purposes of being eligible for compensation from the Colorado petroleum storage tank fund established pursuant to C.R.S. § 8-20.5-101, et seq. (the "Tank Fund Statute") in the event of any release of gasoline from the Gasoline Facilities prior to the expiration or termination of this Lease. (A "release" is defined by the Tank Fund Statute to include any spilling, leaking, emitting, discharging, 964286.7 15 escaping, leaching or disposing of a regulated substance from an underground storage tank, and regulated substances are defined to include petroleum.) With respect to any such release, Tenant agrees, at its expense, to comply with all requirements of the appropriate governmental authorities. Tenant shall indemnify Landlord against any claims, causes of action, liabilities, or damages incurred or suffered by Landlord in connection with any such release from the Gasoline Facilities occurring prior to the expiration or termination of this Lease, or any removal and disposal by Tenant of the Gasoline Facilities in connection with such expiration or termination, together with all costs and expenses, including reasonable attorneys' fees, incurred by Landlord in 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 occurring thereafter with respect to those remaining Gasoline Facilities, and shall defend and indemnify Tenant and save Tenant harmless 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 release for which Landlord is responsible. 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 appropriate to have Landlord replace Tenant in all respects as the registered party under Colorado law with respect to the Gasoline Facilities that remain on the Demised Premises, and specifically, without limitation, any underground storage tanks constituting part of the Gasoline Facilities. Tenant may conduct environmental audits during the Due Diligence Period and proximate to the end of the term of this Lease in order to establish a baseline record of existing conditions at each juncture. Tenant shall promptly provide copies of any such environmental audits to Landlord in accordance with Section 2(a)(i) above. Section 15. Access 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 prospective purchasers and prospective tenants during any time Tenant is in default under this Lease (subject to Tenant's interests under this Lease so long as they remain in effect). In connection with any such entry, Landlord will not cause or suffer any interference with the conduct of Tenant's business on or use or enjoyment of the Demised Premises. (b) Landlord, Landlord's agents, employees, contractors and designated representatives, and the holders of any mortgages or deeds of trust on the Demised Premises shall have the right to enter the Demised Premises at any 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 them, shall have the right to enter the Demised Premises to conduct activities associated with the Due Diligence Condition, Entitlements Condition and Permits Condition. 964266.7 16 Section 16. Assignment, Subletting and Subordination. (a) Tenant shall not assign this T.ea�se nr sublet more than seventy-five percent (75%) of the interior portion of Improvements located on the Demised Premises to any unaffiliated third party without the prior written consent of Landlord. Landlord may not withhold its consent to such an assignment if (i) Tenant notifies Landlord of any such proposed assignment, (ii) the assignment document is executed by the assignee and provides for the assumption by the assignee of all of Tenant's duties and obligations hereunder accruing after the assignment, including responsibility for payment of such accruing Rent, (iii) a copy of the executed assignment 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 guarantor of assignee's duties and obligations under the Lease has a net worth of at least $5,000,000.00 (determined either in accordance with generally accepted accounting principles or by reference to then current asset values, as reasonably determined by Landlord's then acting certified public accountant) and at least five (5) years' operating experience in the type of business to be conducted by the assignee. The foregoing $5,000,000.00 net worth requirement shall be increased at the same times and in the same proportions that Basic Rent increases hereunder. 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 managerial 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 (acknowledging that standards for a permitted sublease will be substantially less rigorous than those for a permitted assignment, 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 furnishes to Landlord copies of all information and documentation on which Tenant based its decision to sublease the Demised Premises to such subtenant. Upon any permitted assignment under the foregoing provisions of this Section (a), Tenant will be released from all further obligations and duties under this Lease arising after the 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 liability for all further obligations and duties under this Lease arising after the date of the assignment, but only if the affiliate assignee has financial capacity (A) materially commensurate with that of Tenant at the time, or (B) otherwise adequate for the business operations on the Demised Premises, whichever is greater. Landlord shall promptly provide written confirmation of such release upon request For purposes of this Lease, affiliates of Tenant will include any firm, person, corporation, partnership, limited liability company or other entity which by virtue of direct or indirect ownership interests or operating or managerial authority is controlled by, controls or is under common control with Tenant. (b) No Subordination. Landlord shall not be required to subordinate its ownership and Landlord's interests in the Demised Premises to 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 Tenant's ownership interest in the Improvements and shall be expressly made subject to the terms of this Lease. 1n 964286.7 1 (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 corporation or entity, or an assignment of this Lease in connection with a sale of all or substantially all of Tenant's assets, provided that Tenant's successor or assignee shall, as a result of such reorganization or by assumption, be legally bound to pay rental and all of the charges due hereunder and to perform all of the terms, covenants and provisions to be performed by Tenant arising after such reorganization or assignment. This Section 16 shall also not apply and Landlord's consent shall not be required in the event Tenant offers 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 management of Tenant. (d) Notwithstanding any other provision to the contrary set forth in this Lease, a transfer of stock among the current stockholders of Tenant and their immediate families (i.e., spouses, 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 trust 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 will or devise, or a transfer of stock to any employee, officer or director of Tenant, shall not constitute an assignment for the purposes of this Lease and shall not require Landlord's consent so long as at the time David Carpenter 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 less than twenty-five percent (25%) of the interior portion of Improvements located on the Demised Premises. For sublettings of more than twenty-five percent (25%), Landlord's consent may be withheld only if the proposed subtenant, or its owners, principals or managerial personnel, do not have sufficient net worth or operating experience to rnnrhirt the subtenant's day-to-day business in the subject portion of the Demised Premises, as reasonably determined by Landlord (acknowledging that given the partial nature of the subtenant'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 agrees to give reasonable deference to Tenant's evaluation of the wherewithal of any proposed subtenant, provided Tenant furnishes to Landlord copies of all information and documentation on which Tenant based its decision to sublease the Demised Premises to such subtenant. Section 17. Assignment by Landlord. In the event of a sale and conveyance of Landlord's ownership interests in the Demised Premises, and a corresponding assignment by Landlord of its interest in this Lease, to a person or other entity that is solvent at the time of such sale or assignment and expressly assumes Landlord's duties and obligations under this Lease for the 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 performance of such subsequently accruing obligations. 969266.7 10 1O Section 18. Signs. Tenant shall have the right to install, maintain and replace in, on, or over 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 and advertising shall strictly comply with the requirements and approvals of the Weld County Building and Sign Codes. In addition, Tenant shall comply with any applicable requirements of governmental authorities having jurisdiction and shall obtain any necessary permits for such purposes. Tenant shall pay all costs of causing its signs to be erected and maintained. Upon expiration or earlier termination of this Lease, Tenant shall remove such signage and repair any damage to the Improvements resulting from the installation or removal of Tenant's signage. Section 19. Indemnity. (a) Tenant shall indemnify and save Landlord harmless from and against any and all claims, suits, actions, proceedings, liability, damages, penalties or judgments arising from injury to person or property, including death, sustained by anyone in and about the Demised Premises resulting from any act or omission of Tenant or Tenant's agents, servants, employees or contractors 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 or actions (just or unjust) which may be brought against Landlord or in which Landlord 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(b) below. (b) Landlord shall indemnify and save Tenant harmless from and against any and all claims, suits, actions, proceedings, liability, damages, penalties or judgments arising from injury to person or property, including death, sustained by anyone in and about the Demised Premises resulting from any gross negligence or breach of this Lease or other legal duty of Landlord or Landlord's agents, servants, employees or contractors. Landlord shall, at its own cost and expense, defend any and all suits or actions (just or unjust) which may be brought 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 term of this Lease, comprehensive commercial general liability insurance, including contractual liability, in a good and solvent insurance company or companies with an A.M. Best rating of at least A-NII or better (or a comparable standard prevailing from time to time in the insurance markets), licensed to do business in the State of Colorado, selected by Tenant, and reasonably satisfactory to the holder of any Leasehold Mortgage (as hereinafter defined) placed by Tenant on the Demised Premises, in the aggregate amount of at least Five Million and 00/100 Dollars ($5,000,000.00) with respect to bodily injury or death to any one person per occurrence and One Million Dollars and 00/100 Dollars ($1,000,000.00) with respect to damage to property, subject to such deductibles and risk retention as Tenant may establish in the ordinary course of business. Landlord shall be named as an additional insured. The aforesaid limits may be met through a combination of Tenant's primary coverage and umbrella and/or excess coverage, or a 964286.7 19 • captive insurance program, and Tenant shall provide at its expense, and keep in force during the term of this Lease, workers compensation insurance as to Tenant's employees in such amounts as is required by law. (b) During the term of this Lease, Tenant shall keep all buildings and improvements erected by Tenant on the Demised Premises at any time insured for the benefit of Landlord, Tenant and any Leasehold Mortgagee, as their respective interests may appear, against loss or damage by fire and customary extended coverage in a minimum amount equal to one hundred percent (100%) of the replacement value of such buildings and improvements, subject to such deductibles as Tenant may establish in the ordinary course 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 proceeds paid directly to Tenant shall be held by Tenant for the purpose of paying the expenses of complying with its obligations under this Lease. Landlord shall, at Tenant's cost and expense (with no out-of- pocket cost to Landlord), cooperate in good faith with Tenant in order to obtain the largest possible recovery and execute 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 provide that they may not cancel Tenant without thirty (30) days' prior written notice to Landlord, to the extent such provision is available from Tenant's insurance carrier (provided that such provision specifically will not apply to workers compensation insurance). Tenant shall promptly furnish Landlord with copies of the applicable insurance policies in connection with the Rent Commencement Date and the renewal date for each policy, and will not permit any lapses in coverage. Section 21. Waiver of Subrogation. All insurance policies carried by either party covering the Demised Premises, including, but not limited to, contents, fire and casualty insurance, shall expressly waive any right on the part of the insurer against the other party. As to any loss or damage which may occur upon the property of a party hereto and be covered (or required by the terms of this Lease to be covered) under any insurance policy(ies), such party hereby releases the other from any amount of liability for such loss or damage. Such release shall include a release of liability for the full amount of any deductible maintained by a party under its insurance policy. Section 22. Destruction. In the event that, at any time during the term of this Lease, the buildings and improvements on the Demised Premises shall be destroyed or damaged in whole or in part by fire or other cause within the extended coverage 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 caused 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 proceeds received by Tenant plus any deductible maintained by Tenant, Tenant shall cause the same to be repaired, replaced or rebuilt (with such changes in the design, type or character of the building and improvements as Tenant may deem desirable) within nine (9) months after receipt by Tenant of such insurance proceeds, subject to Force Majeure delays. All such repairs and restoration shall 964286.7 20 be performed in a commercially reasonable manner and in accordance with all applicable laws. Notwithstanding the foregoing provisions to the contrary, in the event the buildings and improvements on the Demised Premises are destroyed or 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, (i) this Lease shall terminate as of the occurrence of the casualty upon Tenant giving Landlord notice thereof (such notice to be given no later than thirty (30) days after the occurrence of the casualty), in which event Tenant shall pay to Landlord the insurance proceeds collected in connection with such damage and destruction and which are attributable to the buildings and other improvements on the Demised Premises, less any reasonable amounts expended by Tenant to collect such insurance proceeds and less any reasonable amounts expended by Tenant to place the Demised Premises in a safe condition following such damage (which may include demolition of the Improvements), or (ii) Tenant shall cause the same to be repaired, replaced and rebuilt in accordance with the terms and conditions contained in this Section 22. All Rent obligations of Tenant shall also be apportioned to the date of termination, and upon termination the parties shall be released from all further obligations and duties hereunder arising after termination, except for those 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 such authority in exercise of such power, including a voluntary sale to such authority (which may occur only with the written consent of Tenant, which shall not be unreasonably delayed or withheld), either under threat of, or in lieu of, condemnation or while a condemnation action or proceeding is pending. If, at any time during the term 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 the portion of the Demised Premises remaining after such Taking would, in Tenant's reasonable business judgment, be impractical for use by Tenant, then Tenant at its election may terminate this Lease by 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 perform its other covenants hereunder from and after the date of such Taking, and Tenant shall surrender 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 for its loss or damage as hereinafter provided. The Rent for the last month of Tenant'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 does not result in a termination of this Lease pursuant to this Section 23, the term of this Lease shall not be reduced or affected in any way, but the Basic Rent payable hereunder shall be reduced by an amount which bears the same ratio to the Basic Rent payable immediately prior to such Taking as the fair market value of the Demised Premises (excluding improvements) after Taking bears to the fair market value of the Demised Premises (excluding improvements) immediately prior to the Taking (such fair market values to be determined pursuant to Section 41 hereof). 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 reconstruct any improvements which are the 964286.7 21 subject of or damaged or affected because of any Taking, Landlord shall deliver to Tenant its share of the award attributable to such improvements to the extent Tenant's award attributable to such improvements is not sufficient to pay for the cost of restoration, replacement and reconstruction. (c) In the event of any Taking of all or any portion of the Demised Premises, Landlord shall be entitled to an award based on the Taking of or injury to the fee simple estate in the Demised Premises as encumbered by this Lease and subject to Tenant's interests in the Demised Premises and Improvements, and Tenant shall be entitled to an award based on any loss or reduction of or damage to its leasehold estate, loss of or damage to any building or other improvements constructed or placed on the Demised Premises, loss or interruption of business and the cost of any alterations or restoration resulting from any such Taking. Any single award or settlement shall be allocated between the parties in accordance with the foregoing. Landlord and Tenant shall together make one claim for an award for their combined interests in the Demised Premises; and, to the extent possible, the parties shall cooperate to maximize that award. (d) Landlord and Tenant shall each have the right to make individual claims in the applicable condemnation action (including by supplemental proceedings) in furtherance of their respective interests in any combined award when it is made. However, if the court fails or refuses to grant separate awards to Landlord and Tenant upon a Taking of all or any portion of the Demised Premises, Landlord and Tenant agree that the determination of such allocation shall be made in accordance with the appraisal procedures in Section 41 below, applied to determine the market 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 have the right to enter into reasonable agreements with utility suppliers creating easements in favor of such suppliers, including, without limitation, suppliers of gas, electricity, telephone, telecommunications, internet and fiber optic services, water and sewer, as are required in order to service the buildings and improvements on the Demised Premises, and any other easements reasonably necessary for the development of the Facilities. To the extent set forth in the standard easement forms of the applicable utility suppliers, any such easements shall require the utility supplier to restore the easement area following any construction or repair work and such easements shall reserve the rights of the owner.. of the. Demised Premises to relocate such utility lines frorn. time to time at such owner's expense (provided, however, the foregoing shall not operate to permit Landlord to so relocate any such utility lines during the term of this Lease). Landlord covenants and agrees to consent to such easements and to execute any and all documents, agreements and instruments, and to take all other actions reasonably required in order to effectuate the same, all at Tenant's cost and expense. Section 25. Leasehold Mortgages. (a) Notwithstanding any other provision hereof to the contrary, Tenant shall have the right, following the Rent Commencement Date and after issuance of a final certificate of occupancy from Weld County for the Facilities, to convey or encumber, by mortgage, deed of trust or similar financing instrument, Tenant's leasehold estate in the Demised Premises and 964286.7 22 ownership interests in the Improvements, or any part thereof (each such leasehold mortgage, deed of trust or other financing instrument being herein referred to as a "Leasehold Mortgagee" and the holder thereof as a "Leasehold Mortgagee"). The execution and delivery of a Leasehold Mortgage shall not, in and of itself; be deemed to constitute an assignment or transfer of this Lease, nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Lease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting such transaction. Simultaneously with the delivery to Landlord of the aforesaid instruments effecting such transaction, Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) Tenant agrees that Tenant shall not encumber its leasehold estate with more than one (1) Leasehold Mortgage at one time without the prior written consent of Landlord. With respect to any Leasehold Mortgagee or other person providing financing as to which Landlord shall have been given notice, the following shall apply notwithstanding any other provision of this Lease to the contrary: (i) No voluntary termination by Tenant of this Lease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Lease or the exercise by Tenant of any option 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 Mortgagee shall fail to respond to any written consent under this Section 25 within thirty (30) days after the receipt by such Leasehold Mortgagee of such written request (which written request shall make specific reference to this Section 25), the Leasehold Mortgagee shall be deemed to have granted its consent to such request (unless otherwise provided in the Leasehold Mortgage). (ii) Landlord shall give any and all notices given to Tenant hereunder simultaneously to any such Leasehold Mortgagee at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee. In the event Landlord sends Tenant a notice of default, from and after the time that such notice has been delivered to such Leasehold Mortgagee, such Leasehold Mortgagee shall have a period equal to theperiod granted to Tenant plus, with respect to monetary.defaults., an additional ten (10) business days in which to effect a cure, and with respect to non -monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Lease. Landlord shall accept performance of any and all of Tenant's obligations hereunder, including the obligations to pay Rent, from any such Leasehold Mortgagee, and the performance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant (but without the Leasehold Mortgagee being thereby deemed to have assumed Tenant's obligations hereunder). Landlord shall not exercise any remedies for terminating this Lease because of a Tenant default so long as any cure rights of the Leasehold Mortgagee hereunder remain outstanding. Landlord hereby consents to the entry into the Demised Premises by any such Leasehold 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 the cure of such 964286.7 23 default by foreclosing its Leasehold Mortgage, obtaining possession of the Demised Premises, and performing all of Tenant's obligations hereunder. (iii) If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Demised Premises to effect any such cure of a default by Tenant under this Lease, then Landlord shall not commence any proceeding or action to terminate the term of this Lease if (A) such Leasehold Mortgagee shall have informed Landlord within the Leasehold Mortgagee's cure period that such Leasehold Mortgagee is proceeding to foreclose its Leasehold Mortgage, (B) the Rent shall be paid and all other provisions and requirements of this Lease which are capable of being observed and performed by the Leasehold Mortgagee without obtaining possession of the Demised Premises are so observed and timely performed within the Leasehold Mortgagee's cure periods while any such foreclosure, other action or other remedy is being prosecuted by any such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Demised Premises, and (C) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure and attempting to effect a cure of the default. In addition, any cessation of business operations in the Demised Premises shall not constitute a default or permit 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 after the Leasehold Mortgagee (or its designee or foreclosure purchaser) succeeds to Tenant's 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 Mortgagee to continue with any foreclosure or other proceedings if the default in respect to which Landlord shall have given the notice shall be remedied. (iv) Landlord agrees that in the event of the termination of this Lease by reason of any default by Tenant, or of the rejection of this Lease in any federal bankruptcy case involving Tenant as the debtor, and if Landlord has, prior to such termination or rejection, been given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into 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, covenants and agreements as herein contained for such remainder (subject to the Operations Grace Period), provided: (A) Such Leasehold Mortgagee shall make written request upon Landlord for such new lease prior to or within thirty (30) days after the date of notice from Landlord to the Leasehold Mortgagee of the termination or rejection and of the right to make the new lease hereunder, and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, which shall be accounted for in Landlord's notice; (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new lease any and all sums which would at that time be due hereunder but for such termination or rejection, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new lease; 964286.7 24 (C) Any new tenant other than the Leasehold Mortgagee or its foreclosure purchaser shall have operational experience and financial strength that would qualify for a permitted assignment 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 Section 25. (v) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Lease unless and until it becomes the owner of the leasehold estate, and then only to the extent of obligations accruing thereafter. Any assignment of the entire interest in this Lease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof (including, without limitation, any nominee of the Leasehold Mortgagee) shall be subject to Section 16 of this Lease, and the assignor shall be relieved of any further liability which may accrue hereunder 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 to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Lease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee or foreclosure purchaser shall succeed to Tenant's interest hereunder, any and all subsequent assignments (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 the aforesaid assumption and agreement by the assignee, effect a release of the assignor's liability hereunder. Nothing herein or in Section 16 hereof shall preclude any Leasehold Mortgagee or its nominee or foreclosure purchaser from succeeding to Tenant's interests hereunder by foreclosure or assignment in lieu thereof, or restrict such succession, and notwithstanding any of the provisions hereof indicating to the contrary, any of them as a successor to Tenant will be subject only to termination of this Lease or eviction, and not have any personal liability, in the case of a default. (vi) Nothing herein contained shall require any Leasehold Mortgagee or its nominee or foreclosure purchaser to cure any default by Tenant hereunder. All references in this Section 25 to any termination of this Lease by Landlord shall be deemed to include any dispossession of Tenant 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 expiration of this Lease, Landlord becomes the absolute owner of the Improvements installed or constructed on or under the Demised Premises free and clear of the liens or claims of the Leasehold Mortgagee. (viii) If requested by any Leasehold Mortgagee from time to time, Landlord agrees to execute and deliver further confirmations of the Leasehold Mortgagee's rights hereunder, and also supplements or modifications to such rights, provided that any supplements or modifications requested by the Leasehold Mortgagee shall.not have a material adverse effect 964286.7 25 on the Landlord's interests under this Lease or in the Demised Premises, as reasonably determined by the Landlord. (ix) Leasehold Mortgagees shall be third -party beneficiaries of the provisions of this Section 25. Section 26. Quiet Enjoyment; Status of Landlord's Title. (a) Landlord covenants and warrants that Tenant, upon paying the Rent and all other sums and charges to be paid by it as herein provided, and observing and keeping all covenants, warranties, agreements and conditions of this Lease on its part to be kept, all within the cure periods provided herein, shall quietly have and enjoy the Demised Premises during the term of this Lease, without hindrance or molestation by anyone. (b) Landlord represents and warrants to Tenant that Landlord owns fee simple title to the Demised Premises free and clear of any liens, encumbrances and restrictions, except only those matters set forth on Exhibit "B" (the "Title Exceptions") attached hereto and by reference made a part hereof, and that Landlord has the power and authority to execute and deliver this Lease and to carry out and perform all covenants to be performed by Landlord hereunder. (c) Landlord warrants and covenants that the Demised Premises and any interests of Landlord therein are not presently subject to or encumbered by any deed of trust, mortgage or similar lien. In the event Landlord hereafter grants any deed of trust or mortgage encumbering Landlord's interests in the Demised Premises, such deed of trust will 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 trust, and Tenant will have no obligation to subordinate its rights and interests hereunder to any such deed of trust or mortgage. In the event of any foreclosure or deed in lieu of foreclosure under any such deed of trust or mortgage hereafter arising, Tenant agrees that Tenant will recognize and attorn to Landlord's successor in interest by virtue thereof as the new "Landlord" under this Lease, 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 intends to obtain a leasehold title insurance policy insuring Tenant's leasehold estate in the Demised Premises. During the 20 -day period after the Effective Date (the "Title Review Period"), Tenant may examine title to the Demised Premises (which may entail, at Tenant's 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 Premises or the use thereof by Tenant disclosed by such title examination, such defects and objections to be determined by Tenant in its discretion. From time to time prior to the Rent Commencement Date, Tenant may update the effective date of such title examination and give notice to Landlord of all defects or objections (again as determined by Tenant in its discretion) and appearing of record or added to the title insurance commitment subsequent to the effective date of its previous title examination and (if applicable) survey, as the case may be (provided Tenant may not object to any matters caused by Tenant). Landlord shall have ten (10) days after receipt of such notice of title defects or objections from Tenant to advise Tenant in writing 964286.7 26 which 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, Landlord hereby that Landlord shall satisfy andthe release and however, aglcw Lanul Vlu secure discharge of any Taxes, mortgages, deeds of trust, mechanic's or materialmen's liens or other such monetary encumbrances ("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 other encumbrances against or matters affecting title to the Demised Premises except as otherwise provided in Section 26(c). Subject to the qualification hereinafter provided, Landlord further agrees that Landlord shall, for the issuance of Tenant's leasehold title insurance 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 exceptions" in an ALTA title insurance policy. If Landlord shall advise Tenant in writing that Landlord does not intend 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 Landlord, (b) accept its leasehold estate subject to such specific non -monetary encumbrances or the pertinent failure of Landlord's obligations, or (c) in the case of any failure of Landlord to pay any Landlord Liens or satisfy any other cure obligations undertaken by the Landlord under the foregoing provisions, exercise Tenant's remedies under Section 27(d) hereof. Unless otherwise agreed by Landlord and Tenant, Landlord shall have until the satisfaction of the Entitlements Condition to satisfy or cure all such defects and objections which Landlord agreed (or is deemed to have agreed) to satisfy or cure as provided above. The foregoing shall not be construed, however, to limit Tenant's rights to terminate this Lease pursuant to the Due Diligence Condition for any dissatisfaction with title that Tenant may have. In further clarification, and notwithstanding anything to the contrary contained herein, if, as provided herein, Landlord does not agree to cure all of Tenant's objections to title 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 agree 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 does 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 surveys of the Demised Premises held by Landlord, including, without limitation, the land survey plat prepared by TST Inc., Job No. 0039.0004.01, and any improvement survey plats or ALTA surveys ("Landlord's Surveys"); provided, however, that Landlord shall retain non-exclusive rights to use and enjoy Landlord's Surveys for its own purposes in relation to the Demised Premises. This assignment is subject to the condition subsequent that Tenant not terminate this Lease pursuant to the Due Diligence Condition, Entitlements Condition or Permits Condition, On the date of the mutual execution and delivery of this Lease, Landlord will inform the surveyor(s) for the Landlord's Surveys of this assignment and instruct and authorize the surveyor(s) to make adjustments and supplements for the Landlord's Surveys as requested by Tenant.. Section 27. Defaults. (a) The following events shall constitute events of default under this Lease (all references in this Lease to any default by Tenant, or similar references, shall mean events of 964286.7 27 default as defined below, after expiration of applicable cure periods without a cure being effected): (i) Tenant's failure to pay any installment of Basic Rent, Percentage Rent or Additional Rent when the same shall be due and payable and the continuance of such failure for a period of five (5) business days after receipt by Tenant of notice in writing from Landlord specifying the nature of such failure; provided, however, Tenant shall be entitled to only two (2) such notices for monetary defaults during any twelve (12) month consecutive period, and if thereafter any Rent is not paid when due within that 12 -month period, then the foregoing cure period 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, conditions and agreements herein contained on Tenant's part to be kept or performed and the continuance of such failure without the curing of same for a period of thirty (30) days after receipt by Tenant of notice in writing from Landlord specifying the nature of such failure, and provided Tenant shall not cure said failure (and further subject to extension of this cure period under Section 27(b) below); (iii) If Tenant shall (A) file a petition commencing a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law; (B) make a general assignment for the benefit of its creditors; (C) file an application for, or consent to, the appointment of any receiver or a permanent or interim trustee of Tenant or of all or a substantial portion of its property; (D) file a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, insolvency or similar law, or an answer admitting the material allegations of a petition filed against it in any proceeding 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 nr state bankruptcy, insolvency or similar law; or (iv) If any proceedings brought against Tenant seeking any of the relief mentioned 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 default is of such a nature that it cannot reasonably be cured within such thirty (30) day period, then such default shall not be deemed to occur so long as Tenant, after receiving such notice, promptly proceeds to cure the default and continues to take all steps necessary to complete the same promptly. Notwithstanding anything to the contrary contained in the foregoing sentence, there shall be a default hereunder if Tenant fails to cure such default on or before two (2) months after notice thereof; 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, Landlord, 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 to declare the term of this Lease ended, re-enter the Demised Premises and take possession thereof, terminating all of the rights of 964286.7 Tenant under this Lease and in and to the Demised Premises and to collect from Tenant all costs 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 thereof, for and on account of Tenant as hereinafter provided, applying any monies received first to payment of such expenses, including attorney's fees and real estate commissions paid, assumed or incurred by Landlord in or in connection with the recovery, cleaning, repairing, altering, restoring and reletting of the Demised Premises 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 action against Tenant for the recovery of damages 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 provided, to thereafter, at any time, terminate this Lease for such previous default on the part of Tenant, retaining the right to bring legal action against Tenant for recovery of damages sustained 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 such default (i) within ten (10) days after notice from Tenant in any case where such default can be cured by the payment of a sum, or (ii) within thirty (30) days after notice from Tenant in the case of any other default, then Tenant shall have the right to perform or discharge the defaulted obligation. Tenant may offset against the Tenant's Rent obligations hereunder any costs and expenses incurred by Tenant in curing or discharging the Landlord's defaulted obligations as aforesaid, including, without limitation, attorneys' fees and settlement or payment amounts incurred to third parties; provided, however, that if the pertinent obligation owing to any third party is not liquidated in amount, any settlement payment to that party may be offset against the Rent only so long as the amount thereof is reasonable (and Tenant and Landlord mutually agree to confer reasonably in this regard). Actions taken by the Tenant may include paying, purchasing, contesting or compromising any valid encumbrance, charge or lien affecting the affecting the Demised Demised Premises, or any other title matter Premises that gives rise to a default 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. Interest and Late Charges, All Rent owed by Tenant to Landlord under this Lease shall bear interest from the fifth (5th) business day after the date due until received by Landlord at eighteen percent (18%) per annum. In addition, if any installment of Basic Rent under this Lease is not received by Landlord on or before the fifth (5th) business day after the due date, a "late charge" of $375.00 may be charged by Landlord, as Additional Rent, for the purpose of defraying Landlord's administrative expenses incident to the handling of such overdue payment. Section 29. Waivers. Failure of Landlord or Tenant to complain of any act or omission on the part of the other party no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by Landlord or Tenant at any time, express or implied, of any breach of any provision of this Lease shall be deemed 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. 964286.7 G7 2I9 Section 30. Brokerage Commissions. Each party represents to the other that there are no brokers engaged by, through or under the representing party in connection with this transaction, and that there are no obligations incurred by, through or under the representing party for the payment to any broker of any commission or other compensation in connection with this transaction, Each party agrees to indemnify the other against any claim for any brokerage commission or other compensation which arises out of a breach by the indemnifying party of its representation under the foregoing provisions, and any applicable lien claim arising therefrom, together with any cost or expense, including reasonable attorneys' fees, that the indemnified party may incur in connection with any such claim. Section 31. Representations and Warranties. To induce Tenant to enter into this Lease; Landlord does hereby expressly warrant and represent to Tenant the following: (a) There are no actions, suits or proceedings of any kind or nature whatsoever, legal or equitable, pending or, to the best of Landlord's knowledge, threatened against the Demised Premises or Landlord in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality, including, without limitation, any condemnation or eminent domain proceedings. (b) No person, firm, corporation or other legal entity whatsoever (other than Tenant) has any right or option whatsoever to acquire or lease the Demised Premises or any portion or portions thereof or any interest or interests 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 presently a lien thereon. (d) To the best of Landlord's knowledge, without independent inquiry, there is no existing violation or breach of any ordinance, code, law, rule, requirement or regulation applicable to the Demised Premises. Section 32. Right 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, payment terms, conditions of title, costs of escrow and other relevant terms, and a complete contract if one has been tendered, such notice to also identify the third -party purchaser. Tenant shall have fifteen (15) days after receipt of such notice to exercise its right to purchase by providing written notice to Landlord. If Tenant exercises the right to purchase as herein provided, such purchase and sale shall be on the terms presented to Tenant, and Landlord will be bound to sell to Tenant on those terms. Tenant shall have the remedy of specific performance to enforce Landlord's obligations to convey the Demised Premises pursuant to any exercise by Tenant of its rights hereunder (for which time shall be of the essence). If Tenant 964286.7 30 does not provide notice of exercise within said 15 -day period, then Landlord may proceed to sell the Demised Premises to the applicable third party subject to the terms and conditions provided in Landlord's notice to Tenant, and otherwise on terms that are not materially more favorable to the third party than those presented to Tenant. If Landlord does not complete the sale of the Demised Premises to the subject third party, in accordance with the foregoing provisions, within six (6) months after the end of Tenant's exercise period, and if Landlord determines again that Landlord desires to offer the Demised Premises for sale, Landlord must then 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 breaches Tenant's required closing performance therefor, then Tenant's right of first offer hereunder will terminate and be of no further force or effect. (b) This Section 32 shall not apply in the event (i) of a sale or transfer of Landlord's interest in the Demised Premises pursuant to the foreclosure of any deed of trust, mortgage or other similar security instrument, 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 of the Demised Premises or any direct or indirect interest therein to any form of joint venture 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 party actually provides the exchange property (versus merely serving as an exchange accommodator); or (v) any conveyance to any party or entity affiliated 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 by descent or devise following the death of any party holding an ownership interest in Landlord or to transactions by and among Landlord or any family member of any party holding an ownership interest in Landlord or their affiliates, including, without limitation, trusts, corporations or other entities having a majority interest owned by or inuring to the benefit of Landlord or any family member of any party holding an ownership interest in Landlord or their affiliates. However, the provisions of this Section 32 and Tenant's right of first offer wider Section 32(a) shall be and remain binding upon any purchaser or transferee under this Section 32(b) and such purchaser's or transferee's heirs, successors and assigns. Section 33. Notices; Business Days. (a) . Every notice,... approval, consent, or other communication authorized or required by this Lease shall not be effective unless the same shall 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 facsimile sent on a business day during the business hours of 9:00 a.m. until 7:00 p.m., local time where the Demised Premises are situated, pursuant to the applicable e-mail addresses or facsimile numbers set forth below, or such other e-mail addresses or facsimile numbers as either party may designate by notice given from time to time in 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 of delivery to the party to whom such notice is addressed at its street address established for 964286.7 31 notice purposes, (B) if by overnight courier, one (1) business day after the deposit thereof with all delivery charges prepaid, (C) if by e-mail or facsimile, on the date of transmission, provided that such transmission is sent on a business day, during the hours stated above, and provided that successful transmission of any facsimile notice is confirmed on the facsimile facilities of the noticing party as a regular function thereof, and (D) in the case of registered or certified mail, the earlier of the date receipt is acknowledged on the return receipt for such notice or five (5) 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 same 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. Street/mailing addresses, e-mail addresses, and facsimile numbers for notices shall initially be as follows: For Landlord: Burger Avenue Investments, LLP Attention: David L. Osborn 217 West Olive Street Fort Collins, CO 80521 Facsimile: 970-484-2620 E-mail: dosbornlaw@comcast.net In the case of any notice to Landlord, a copy thereof shall be delivered contemporaneously to: The Osborn Law Firm, LLC Attention: David L. Osborn 217 West Olive Street Fort Collins, CO 80521 Facsimile: 970-484-2620 E-mail: dosbornlaw@comcast.net For Tenant: J.D. Carpenter Companies, Inc. Attention: Dave Carpenter 4060 NW Urbandale Drive Urbandale, IA 50322 Facsimile: 515-334-7390 E-mail: dcarpenter@shortstopstores.com In the case of any notice to Tenant, a copy thereof shall be delivered contemporaneously to: Robert C. Fisher, Jr., Esq. Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 Seventeenth Street, Suite 1600 Denver, Colorado 80202 Facsimile: (303) 825-6525 E-mail: bfisher@ottenjohnson.com 964286.1 32 (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 Saturday, 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 the next succeeding business day thereafter. Section 34. Estoppel Certificates. Either party shall, without charge, at any time and from time to time hereafter, within ten (10) business days after written request of the other by notice hereunder, certify by written instrument duly executed and acknowledged to the requesting party, and any designated mortgagee or purchaser or proposed mortgagee or proposed purchaser, or any other person, firm 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 supplement 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 existence of any default under this Lease, or any circumstances which with the giving or notice or passage of time, or both, would become a default (in each case other than a Tenant default in paying Rent, based on the responding party's knowledge); (iv) as to the 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 term of this Lease; (vi) as to the amount of Basic Rent then payable hereunder; and (vii) as to any other matters as may reasonably be so requested. Any such certificate may be relied upon by the party requesting it and any other person, firm or corporation to whom the same may be exhibited or delivered, and the contents of such certificate shall be binding on the party executing same. In the event the responding party fails to furnish its response within the requisite 10 -day business day period, it shall be conclusive upon the responding party that the matters requested for disclosure are in the status most favorable to the requesting party, as determined by the requesting party. Section 35. Governing Law. This Lease and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Colorado. Section 36. Partial Invalidity. If any term, covenant, condition or provision of this Lease or the application thereof to any person or circumstance shall, at any .time ..or toany extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not he affected thereby, and each term, covenant, condition and provision of this 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 hereof by this reference (the "Short Form Lease") upon the establishment of the Rent Commencement Date, which will constitute a short form of this Lease. Any and all recording costs required in connection with the recording of such Short Form Lease shall be paid by Tenant. 969286.7 33 Section 38. Interpretation. Wherever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. The section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof. This Lease may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and 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 hereof and are intended to be a complete integration of all understandings and agreements between Landlord and Tenant with respect to such subject matter, and any prior or extrinsic understandings or agreements, whether written or verbal, not embodied in this Lease or such other documents are specifically superseded hereby and 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 Landlord and Tenant. Section 40. Parties. Except as herein otherwise expressly provided, the covenants, conditions 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 determination of the relevant fair market values under Section 23(b) or Section 23(d) above (in either case, the "Market Value Determinations"), Landlord and Tenant shall attempt to reach agreement on the applicable Market Value Determinations within one (1) month after the occurrence of the Taking (in the case of Section 23(b)), or one (1) month after the conclusion of the condemnation proceedings (in the case of Section 23(d)), as applicable. If Landlord and Tenant are unable to agree in writing on the applicable Market Value Determinations prior to the applicable deadline, then the applicable Market Value Determinations shall be made by appraisal as hereinafter set forth. Such appraisal procedure shall 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 notice of such appointment to the first party. Any appraiser appointed hereunder shall be. a member 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 area and/or the Front Range area of Northern Colorado. If the party receiving such first written notice shall fail to appoint its appraiser within fifteen (15) days after receipt of the first written notice, the Market Value Determination by the single appraiser appointed by the party giving such first written notice shall be final, binding and conclusive on Landlord and Tenant. Each appraiser as applicable shall prepare a written appraisal with respect to the Market Value Determinations at issue. If within thirty (30) days after appointment of the two appraisers, as described above, the two appraisers are unable to reconcile their appraisals and agree in writing upon the Market Value Determinations, a third independent appraiser shall be chosen within fifteen (15) days thereafter with the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser within such fifteen (15) day period, such appointment shall be 964786,7 34 made by the Judicial Arbiter Group of Denver, or any organization successor thereto. The third appraiser shall be subject to the same qualifications as are set forth above for the first two appraisers, provided that the third appraiser shall also be independent of and unaffiliated with Landlord and Tenant. 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 Determinations, and those Market 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 third appraiser shall be divided equally between Tenant and Landlord. Section 42. Counterpart Execution: Effective Date. This Lease shall be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. The "Effective Date" of this Lease shall be the date upon which this Lease shall have been 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 counterpart (by both parties) to the other party by overnight courier for receipt on the next succeeding business day and shall insert as the Effective Date on all counterparts of this Lease such next succeeding business day. Section 43. Tenant Exclusive. During the term of this Lease, Landlord shall not permit or suffer any uses which are competitive with those permitted for the Demised Premises on any property that lies within a radius of one (1) mile from the Demised Premises and is owned, controlled, or managed by Landlord or any affiliate of Landlord. For purposes of the foregoing, affiliates of Landlord shall include any entity which, by virtue of direct or indirect controlling ownership interests, is controlled by, controls or is under common control with Landlord, or any principals, owners, shareholders, partners, members, officers, directors, managers, employees or agents of Landlord or any such affiliate of Landlord, or any family members of any such parties. Section 44. Confidentiality. Notwithstanding anything contained herein to the contrary, Landlord will hold all financial or other Tenant information contained in this Lease or acquired from Tenant in confidence and will not disclose the same to any other party, except as set forth in Section 9(c), and also except that Landlord 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 Landlordshall cause those parties to preserve confidentiality).,. 964286.7 35 Section 45. Force Majeure. If Landlord or Tenant shall be delayed, hindered or prevented from the performance of any act required hereunder by reason of strikes, lock -outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, terrorist acts, public health concerns not in the control of Tenant that materially interfere with Tenant's operations at the Demised Premises, insurrection, the act, failure to act or default of the other party, war, or any reason beyond their control ("Force Majeure"), then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided, however, the provisions of this Section 45 shall not operate to extend the date Landlord is required to deliver possession of the Demised 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 46. Holdover. Tenant shall pay Landlord one hundred fifty percent (150%) 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 the term of this Lease (without reduction for any partial month 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 Tenant's continued occupancy of the Demised Premises shall be on a month -to -month basis. LANDLORD: BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership By: 964266.7 sbom, Managing Partner [TENANT'S SIGNATURE ON FOLLOWING PAGE] 36 TENANT: J.D. CARPENTER COMPANIES, INC., an Iowa Corporation 964286.7 ave Carp eiitef, President 37 EXHIBIT A LEGAL DESCRIPTION PARCEL I: A TRACT OF LAND SITUATE 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 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 05' 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 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, 1971 AT RECEPTION NO. 1560570; together with all improvements thereon and appurtenances thereto. PARCEL 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 89 DEGREES 31' 00" WEST 450.00 FEET WHENCE THE NORTH 1/4 CORNER THEREOF BEARS S 89 DEGREES 31'00" WEST 2191.17 FEET; THENCE S 00 DEGREES 00' 00" EAST 392.20 FEET TO THE NORTHEAST CORNER OF THAT TRACT OF LAND KNOWN AS PARCEL 1 AS DESCRIBED BY DEED RECORDED AT RECEPTION #01932647 OF WELD COUNTY RECORDS AND THE POINT OF BEGINNING; THENCE 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 THE POINT OF BEGINNING, COUNTY OF WELD, STATE OF COLORADO; together with all improvements thereon and appurtenances thereto. 964286.7 EXHIBIT B TITLE EXCEPTIONS 1. RIGHT OF PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT 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 15, 1971 AT RECEPTION NO. 1560571. 3. EASEMENT GRANI'ED TO UNION RURAL ELECTRIC ASSOCIATION, INC., FOR ELECTRICAL FACILITIES, AND INCIDENTAL PURPOSES, BY INSTRUMENT RECORDED MAY 05, 1971, UNDER RECEPTION NO, 1578186. 4. EASEMENT GRANTED TO UNION RURAL ELECTRIC ASSOCIATION, INC., FOR ELECTRICAL FACILITIES, 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 ASSIGNMENTS THEREOF, OR INTERESTS THEREIN. 6. OIL AND GAS LEASE RECORDED MARCH 14, 1977 UNDER RECEPTION NO. 1713452 AND ANY AND ALL ASSIGNMENTS THEREOF, OR INTERESTS THEREIN. NOTE: EXTENSION OF THE ABOVE LEASE AS CLAIMED BY AFFIDAVIT OF PRODUCTION WAS RECORDED JULY 18, 1977 UNDER RECEPTION NO. 1724771 IN BOOK 803. 7. EASEMENT GRANTED TO THE MOUNTAIN STATES TELEPHONE AND TELEGRAPH COMPANY, FOR COMMUNICATION FACILITIES, AND INCIDENTAL PURPOSES, BY INSTRUMENT RECORDED MAY 06, 1981, UNDER RECEPTION NO. 1856984. 8. TERMS, CONDITIONS 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. 2093402. 10. EASEMENT GRANTED TO THE UNION RURAL ELECTRIC ASSOCIATION, INC., FOR ELECTRICAL FACILITIES, AND INCIDENTAL PURPOSES, BY INSTRUMENT RECORDED MAY 12, 1988, UNDER RECEPTION NO. 2140931. 964286.7 11. TERMS, CONDITIONS AND PROVISIONS OF TEMPORARY EASEMENT RECORDED SEPTEMBER 23, 1993 AT RECEPTION NO. 2351682. 12. RIGHT OF WAY FOR IRRIGATION DITCH AS THE SAME EXISTS AND/OR IS USED. [If any of the foregoing Title Exceptions prove to be inapplicable, Landlord and Tenant will enter into an amendment to this Exhibit B deleting any inapplicable Title Exceptions.] 964286.7 2 EXHIBIT C MEMORANDUM LEASE FORM [To be established by Landlord and Tenant during the Due Diligence Period] 964286,7 NOTICE OF FIRST EXTENSION OF ENTITLEMENTS PERIOD AND AMENDMENT TO LEASE Landlord, Burger Avenue Investments, LLP, a Colorado registered limited liability partnership, and Tenant, J.D. Carpenter Companies, Inc., entered into a Ground Lease for 3914 Colorado Hwy 119, Longmont, Colorado, dated February 15, 2011 (the "Lease"). Section 2(d) of the Lease provides that if the Development Approvals and Permits (as defined in the Lease) are not obtained by 180 days after the execution of the Lease (August 15, 2011, since August 14, 2011, is a Sunday), Tenant shall have the right to extend the Entitlements Period (as defined in the Lease) for three (3) successive thirty (30) day periods. Tenant hereby gives Landlord notice that it is extending the Entitlements Period for its first additional thirty (30) days to and including September 15, 2011. Landlord hereby accepts this instrument as such notice. Tenant reserves the right to further extend the Entitlements Period as provided in Section 2(d) of the Lease. Landlord acknowledges and agrees that Tenant has presented and Landlord has approved the Concept Plans (as defined in and pursuant to the review under Section 9(a) of the Lease). The approved Concept Plans are identified as the Building and Fuel Canopy Elevations dated June 16, 2011, and the Site Plan dated April, 2011, both 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 Lease as pre -paid rent. Landlord and Tenant acknowledge that under Section 2(d) of the Lease, the extension fee for this first extension of the Entitlements Period is $7500.00 and is non-refundable subject to the terms of Section 9(a) of the Lease. Landlord and Tenant now further agree that Landlord shall apply $7500.00 of the aforesaid $15,000 payment for this first extension period in satisfaction of the required extension fee, and shall deduct that sum from pre -paid rent, leaving the sum of $7500.00 as pre -paid rent. Except as modified hereby, the Lease shall remain in full force and effect in accordance with its provisions. This agreement may be executed in counterparts, which together shall constitute one and the same instrument. Either party may make legal delivery of its signed counterpart by e-mail or facsimile transmission of a copy thereof. Dated this ) \ day of August, 2011. LANDLORD: TENANT: BURGER AVENUE INVESTMENTS, LLP B David L. Osborn, Managing Partner Date 99435,3 J.D. CARPENTER COMPANIES, INC. By: Dave Carpenter, President to 933 I 11III 11111111111111111 II1I llh1 11111 1111111111111111 3798933 10114/2011 04:48P Weld County, CO 1 of 3 R 21.00 0 0.00 Steve Moreno Clerk & Recorder SPECIAL WARRANTY 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 .217 West Olive Street, Fort Collins, Colorado, Attention: David L. Osborn, for the consideration of Ten Dollars ($10.00) and other good and valuable consideration, in hand paid, hereby sells and conveys to BURGER AVENUE INVESTMENTS, 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 Exhibit B attached hereto and made a part hereof. Signed this len- day of C 4' , 2011. BURGER 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. STATE OF COLORADO COUNTY OF Lail( nikr" ss. David 11. Osborn, Managing Partner The foregoing instrument was acknowledged before me this t,1 day of UCB 2011 by David L. Osborn, Managing Partner of Burger Avenue Investments, LLP, a Colorado registered limited liability partnership. Witness my hand and official seal. commission expires: JEANNE T. SANFORD Notary Public State of Colorado li Y @@fiiiiiitt@fiFarpires November 16, 2013 ,utiA/4 Convenience deed; consideration less than $500; no documentary fee required 998i53.! '4:-Vwuch THE OSBORN LAW FIRM, LLC 217 West Olive P.O. Box 2003 Fort Collins, CO R0522 1111111 11111 IIIIII111111 VIII (liii Intl III VIII 1lI II11 3798933 10/1412011 04:48P Weld County, CO 2 at 3 R 21.00 0 0.00 Steve 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, 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, 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 05' 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; EXCEPT THAT PARCEL IN RULE AND ORDER RECORDED JANUARY 19, 1995 AT RECEPTION NO. 2423540, COUNTY OF WELD, STATE OF COLORADO; AND FURTHER EXCEPT THAT PORTION CONVEYED BY DEED RECORDED JANUARY 15, 1971 AT RECEPTION NO. 1560570. PARCEL 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 89 DEGREES 31' 00" WEST 450.00 FEET WHENCE THE NORTH 1/4 CORNER THEREOF BEARS S 89 DEGREES 31'00" WEST 2191.17 FEET; THENCE S 00 DEGREES 00' 00" EAST 392.20 FEET TO THE NORTHEAST CORNER OF THAT TRACT OF LAND KNOWN AS PARCEL 1 AS DESCRIBED BY DEED RECORDED AT RECEPTION #01932647 OF WELD COUNTY RECORDS AND THE POINT OF BEGINNING; THENCE 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 THE POINT OF BEGINNING, COUNTY 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 Parcels 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 subsequently resubdivided in accordance with the County's subdivision ordinances and regulations. A-1 938153.1 111111111111111111 111111111111111111111 III 11111 11111111 3798933 10/14/2011 04:48P Weld County, CO 3 at 3 R 21.00 0 0.00 Steve Moreno Clerk & Recorder Exhibit B TITLE EXCEPTIONS 1. Taxes for the year 2011 and subsequent years, a lien not yet due and payable. 2. All easements, encumbrances and other matters of record. 958153.1 B-1 65"-Q" :3=t rr 3=I=t 3 'C 3tt 3 C r 'an r' -r i r T T T' r —r— EE EXIT l EXIT CAM la '>s ca _� tyQ ENTRANC _ 39510 LONGMONT, GO - EQUIPMENT LAYOUT 2 I 3914 COLORADO HIGHWAY 119 ADJACENT TENANT BACKROOM LAMILINEQESSINN ROLLER GRILLS 2 SANDWICH CASE CU) VAULT DOORS 12 LOW TEMP DOORS 2 DR ICE MERCHANDISER 1 DR NOVELTY CASE 1 DR BAKERY CASE 2 SLURPEE BARRELS 6 GONDOLA UNITS 27 END CAPS 7 HI GHWALL S Q TOTAL 34 TOTAL SO FT SALES FLOOR AREA 14;( f4; I -. 1 I '. .t •( I:s i"; "I 4 X04' = 2,953 = 1.669 !Minna cow= .M GMIM TEAR Paia.e.Y CERAMICS IRE GAMED aN PGAw.im..n MOGMATION SAt)MCib TO NA G9 flu One OR 114 Ofttiers DULY Air wa HIPnnm*n t W4 HAS NOT Aria VOMF1EpTHE EJ4lipw GoeGli1flfldW1J ANo Wag NO R£lpeN.aet kill THE ACCURACY eeo sOwa.srnrtuartnesnau new ELEVEN ■' 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 39510H 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 locks 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.Figueroa(&7-11.com One Arts Plaza / 1722 Routh Street, Suite 1000 / Dallas, TX 75201 . Bailing Address: Box 711 / Dallas, TX 75221-0711 SPR-2E7 100 Year A riali I ICR_1 FFF OIL & GAS Ppnn irTin�i FQCi 'iT,V��PR�355 SPR-2C11 SP R17-0004 :-58, 241 l dr fl fl A -4 1' Vfl% £.t USR12=0012• 30C' TELECOMMUNICAITON TOWER RP PF.- j64`3PR-, 1SPR-129, 233SPR- 05 11 SPR17-0010AM SPR-288 2,234.7 0 1,117.34 2,234.7 Feet USF�=1 bbb n n — ■ /1 I (I i coo 0 a, ✓1 I \ L SPR-913,1 SF 1-45 cpH fiYaPR5g1 L. ' � SPF.-91 . SPR-41 7 (7 DR_3 2`, D S R-62 �� SPR-3GcSPR=235 1.103' ji tz■ SPR-438 ■ SPR2845PR-1 t'5 e�.11" _ -rc naS PRODUCTION Fri � :r='-1:)1 - :' 1//'� � qJ1 • M4 ' .'tea l'• - r • . r , `.T'�^,w f •••l1( • ..I a -c_ .40 fp" 'tag+ 4■ <:u yr CaAli ;it dZ U � J . l6 L _ C Gi1ll fa:(s,�, zl- err *' l.rl-�rlrrrr4►. e. ■ate w is J Spit a. tits 41 tatty- .1+ y I 'KORY . ��' � Mkr5 C DO 1 sr9 ` :" R"'R '35+274r1UM J I , •• •a, - 1/4 ti• . ' t;:.� ,a' _ ;L.I �} e 1." - r'�L'r ° tit !tea. USR-874 GRAVEL MINING �J�UIVI 1 1� PERA SPR-203 W 1 .`SPR-104 'SPR-201 W SPR-207, 223 restone SPR-240 Y C 1: 13,408 Fire.sto; is big 0 WGS_1984_Web_Mercator_Auxiliary_Sphere © Weld County Colorado This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION r to fl, 1:. 10e. •• Palmer Nannnnf Crossland Legend Parcels USR - Uses by Special Reviev‘ SPR - Site Plan Review Floodplain - 500 Year Floodplain - 100 Year Zone A Floodplain - 100 Year Floodwa Floodplain - 100 Year Zone AE Floodplain - 100 Year Zone AI- Floodplain - 100 Year Zone AC Address Label Highway County Boundary Notes 3914 State Highway 119, Longmont, CO 80504 558.7 0 279.33 558.7 Feet TAGE RD CONNECTOR WGS_1984_Web_Mercator_Auxiliary_Sphere © Weld County Colorado This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION •uoosEwa Motional narrate Isarrit 1'C Ir+ it • 0.vJ'f�. 111 r1y11Y rmr+ Pnlvnee Nunnnnf Crossland HV YiHoal. innn' --. -�I�w11r1 Legend Parcels Highway County Boundary Notes 3914 State Highway 119, Longmont, CO 80504 139.7 0 69.83 139.7 Feet WGS_1984_Web_Mercator_Auxiliary_Sphere © Weld County Colorado i This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION Legend rcw11 r rry11Y --:rY LiW�<-.� Ilan. )YI .Y� t NwroNnw , '� 'Am 1 non.... - Palmer Nanannf Grassland HV Yn1Umn�k'nK --. I-�I,w1Y1 Parcels Highway County Boundary Notes 3914 State Highway 119, Longmont, CO 80504 2/16/23, 3:47 PM Property Report Weld County PROPERTY PORTAL Property Information (970) 400-3650 Technical Support (970) 400-4357 Account: R5588586 February 16, 2023 Account Information Account Parcel Space Type Account Tax Year Buildings Actual Value Assessed Value R5588586 131310100012 Commercial 2023 1 1,955,785 567,180 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 PARCEL AWARDED TO HWY DEPT Subdivision Block Lot Land Economic Area FIRESTONE DEL CAMINO W OF 1-25 Property Address Property City Zip Section Township Range 3914 119 HIGHWAY WELD 10 02 68 Owner(s) Account Owner Name Address R5588586 INVESTMENTS BURGER AVENUE LLP 217 COLLINS, W OLIVE ST CO 805212714 FORT Document History https://propertyreport.co.weld.co.us/?account=85588586 1/7 2/16/23, 3:47 PM Property Report Reception Rec Date Type Grantor Grantee Doc Fee Sale Date Sale Price 01966823 05-14-1984 WDN 0.00 01-01-1900 0 1706448 12-21-1976 COZ WELD COUNTY ZONING CASE: ZONING Z-106' C-3 0.00 0 2067157 08-29-1986 WD SCHRADER OIL CO BURGER AVENUE INVESTMENTS LTD 35.00 08-25-1986 350,000 3798933 10-14-2011 SWDN BURGER AVENUE INVESTMENTS LLP BURGER AVENUE INVESTMENTS LLP 0.00 10-11-2011 0 3853848 06-20-2012 SPR SITE REVIEW PLAN SPR-445 0.00 0 4617668 08-10-2020 SURV RV 868 N E4 T2 PT S10 R68 N E4 T2 PT S10 0.00 08-03-2020 0 X0012915 05-14-1984 CON UNK BURGER AVENUE INVESTMENTS LTD 17.00 05-14-1984 170,000 *If the hyperlink for the reception number does not work, try a manual search in the Clerk and Recorder records. Use the Grantor or Grantee in your search. Building Information Building 1 AccountNo Building ID Occupancy R5588586 1 Convenience Store ID Type NBHD Occupancy % Complete Bedrooms Baths Rooms 1 Commercial 3919 Convenience Store 100 0 0 0 https://propertyreport.co.weld.co.us/?account=R5588586 2/7 2/16/23, 3:47 PM Property Report ID Exterior Roof Cover Interior HVAC Perimeter Units Unit Type Make 1 Flat Package Unit 296 0 ID Square Ft Condo SF Total Basement SF Finished Basement SF Garage SF Carport SF Balcony SF Porch SF 1 4,292 0 0 0 0 0 0 0 Built As Details for Building 1 ID Built As Square Ft Year Built Stories Length Width 1.00 Convenience Store 4,292 1986 1 0 0 Additional Details for Building 1 ID Detail Type Description Units 1 Add On Asphalt Average 17,100 1 Add On Com Canopies Steel Average 3,360 1 Add On Concrete Slab Average 4,500 1 Add On Trash Enclosures Average 1 Valuation Information https://propertyreport.co.weld.co.us/?account=R5588586 3/7 2/16/23, 3:47 PM Property Report Type Code Description Actual Value Assessed Value Acres Land SqFt Improvement 2212 IMPROVEMENT MERCHANDISING- 1,097,916 318,400 0.000 0 Improvement 2230 IMPROVEMENTS SPECIAL PURPOSE- 406,079 117,760 0.000 0 Land 2130 SPECIAL PURPOSE -LAND 451,790 131,020 1.037 45,156 Totals - - 1,955,785 567,180 1.037 45,156 Comparable sales for your Residential or Commercial property may be found using our SALES SEARCH TOOL Tax Authorities Tax Area ID District District Name Current Levy Mill 2341 1050 HIGH PLAINS LIBRARY 3.181 2341 0311 LEFT HAND WATER 0.000 2341 I 1202 LONGMONT CONSERVATION 0.000 2341 0512 MOUNTAIN PROTECTION VIEW DISTRICT FIRE 16.247 2341 0301 NORTHERN (NCW) COLORADO WATER 1.000 2341 0213 SCHOOL DIST RE1 J-LONGMONT 58.385 2341 0620 ST VRAIN SANITATION 0.373 2341 0100 WELD COUNTY 15.038 Total - - 94.224 Photo https://propertyreport.co.weld.co.us/?account=85588586 4/7 2/16/23, 3:47 PM Property Report Sketch https://propertyreport.co.weld.co.us/?account=R5588586 5/7 2/16/23, 3:47 PM Property Report 20 7' SUBWAY It/It R/R m 11 9' ss.r Building 1 Page 1 fY v 6 5 First Floor 4292.4 sf 16' to 18' WH 7/11 Cooler Map https://propertyreport.co.weld.co.us/?account=R5588586 6/7 June 1, 2023 CLERK TO THE BOARD PHONE: (970) 400-4225 FAX: (970) 336-7233 1150 O STREET P.O. BOX 758 GREELEY, COLORADO 80632 www.weld.gov ATTN: KARLA APARICIO LICENSE DEPARTMENT 7 -ELEVEN, INC. DBA 7 -ELEVEN STORE 39510H P.O. BOX 139044 DALLAS, TX 75313 RE: RENEWAL APPLICATION FOR A FERMENTED MALT BEVERAGE AND WINE OFF -PREMISES (COUNTY) LICENSE - 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H Dear Applicant: This is to advise you that the Weld County Board of Commissioners will hear your request for renewal of a liquor license at the property described as: 3914 State Highway 119, Longmont, Colorado 80504. The meeting is scheduled for Monday, June 19, 2023, 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 any questions concerning this matter, please do not hesitate to contact me at (970) 400-4213 or cwhite@weld.gov. Sincerely, Chloe A. White Deputy Clerk to the Board Supervisor cc: Weld County Attorney's Office From: Chloe White To: electronicrenewals@7-11.com Subject: NOTICE OF HEARING - Renewal Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Date: Wednesday, May 31, 2023 10:26:00 AM Attachments: Notice of Hearing - 7 -Eleven, Inc.pdf Receipts.pdf Good morning, This is to advise you that the Weld County Board of Commissioners will hear your request for renewal of a liquor license at the property described as: 3914 State Highway 119, Longmont, Colorado 80504. The meeting is scheduled for Monday, June 19, 2023, 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 and copy of your receipts for more information (hard -copies to follow). Sincere regards, Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: cwhite@weld.gov Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e- mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. WELD COUNTY LIQUOR LICENSE CERTIFICATE OF MAILING FIRST NAME LAST NAME COMPANY ADDRESS 1 CITY STATE POSTAL CODE KARLA APARICIO LICENSE DEPARTMENT, 7 - ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H P.O. BOX 139044 DALLAS TX 75313 electronicrenewals@7-11.com I hereby certify that I have sent a notification of hearing date 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 1st day of June, 2023. Chloe A. White Deputy Clerk to the Board Supervisor FERMENTED MALT BEVERAGE AND WINE OFF -PREMISES (COUNTY) LICENSE - 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H Receipts RECEIPT DATE Q5ia(,/ aoa3 No. 92189 RECEIVED FROM 1- ?lever. ADDRESS 3QOO 1-IaGKbeeres. 'TX —15OCo3 One, Hundred Seven +- 50/too - $ 101.50 FOR (...iQF, - C.oun+y �; :c. vc�a ( Fee, HOW PAID CASH [NECK 1O1 5O RECEIPT *veal 350 SG, FIN') OFT-- Re, ses BYac;tQa.(., DATE o5lcDl9OQ3 RECEIVED FROM --I - eAeVem . =nC. NO. 92190 1121 7 -Eleven, Inc. 3200 Hackberry Rd Irving, TX 75063 513547 LOCI0LIC711 Pay Exactly One Hundred Seven Dollars And 50 Cents To the Order of: 513547 WELD COUNTY CLERK TO THE BOARD 1150OST. GREELY, CO 80631 BANK OF AMERICA (FAST) ATLANTA, GA Date 05-10-2023 Void after 180 days 64-1278 0611 Check No 0021135056 PAY ONLY 107.50 O 7 -Eleven, Inc. VP & Treasurer Not valid In excess of $300,000 Unless countersigned 7 -Eleven, Inc. 3200 Hackberry Rd Irving, TX 75063 WELD COUNTY Check No. 0021135056 Date: 05-10-2023 Loc Store Inv Date Inv No Gross Discount Net Reference SH Code 05-10-2023 39510H/COABC 107.50 107.50 0.00 0.00 107.50 107.50 2022-16 0LIC711 TOTAL RECEIVED MAY 18 2023 WELD COUNTY COMMISSIONERS 62 Effl 7 -Eleven, Inc. 3200 Hackberry Rd Irving, TX 75063 18366 LOCI0LIC711 Pay Exactly One Hundred Sixty -Seven Dollars And 50 Cents To the Order of: COLORADO REVENUE DEPT 1707 COLE BLVD. SUITE 300 LAKEWOOD, CO 80401 BANK OF AMERICA (FAST) ATLANTA, GA Date 05-10-2023 Void after 180 days 64-1278 0611 Check No 0021135128 NLY 167.50 O 7 -Eleven, Inc. VP & Treasurer Not valid in excess of $300,000 Unless countersigned 7 -Eleven, Inc. 3200 Hackberry Rd Irving, TX 75063 18366 COLORADO REVENUE DEPT Check No. 0021135128 Date: 05-10-2023 Loc Store Inv Date Inv No Gross Discount Net Reference SH Code 05-10-2023 39510H/STABC 167.50 167.50 0.00 0.00 167.50 167.50 04-01356 0LIC711 TOTAL RECEIVED MAY 18 2023 WELD COUNTY COMMISSIONERS 4 FERMENTED MALT BEVERAGE AND WINE OFF -PREMISES (COUNTY) LICENSE - 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H Staff Referral Responses Chloe White From: Sent: To: Subject: Attachments: Good afternoon, Chloe White Thursday, June 1, 2023 1:05 PM Adria Schiel; Benjamin Endreson; Bethany Pascoe; Bruce Barker; Byron Howell; Curtis Hall; Cynthia Villanueva; Duane Naibauer; Elizabeth Relford; Gabri Vergara; Jordan Cook; Karin McDougal; Lauren Light; Maxwell Nader; Nick Trautner; Sam Kaneta III; Tom Parko Jr; Wendi Inloes REFERRAL REQUEST FOR RENEWAL LIQUOR LICENSE APPLICATION - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Staff Referral Memo - 7 -Eleven, Inc.pdf; Renewal Liquor License - 7 -Eleven, Inc.pdf 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: Thursday, June 15, 2023 Please note: 1. Applicant: 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Registered Manager: Jeanne Wolf Address: 3914 SH 119, Longmont, CO 80504 File Location: LC0052 2. Fermented Malt Beverage and Wine Off -Premises (County) Licenses allow fermented malt beverages and vinous liquors to be sold for off -premises consumption only. 3. At least 20% of sales must come from packaged food products. 4. The property is permitted under SPR-445. Thank you, Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: cwhite(a�weld.cgov Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. MEMORANDUM TO: Board of County Commissioners FROM: Nick Trautner DEPARTMENT: Environmental Health DATE: 6/2/2023 SUBJECT: Renewal FMB License Application The Weld County Clerk to the Board's Office has received an application for the renewal of a fermented malt beverage license in Unincorporated Weld County: License Type: Fermented Malt Beverage and Wine Off -Premises (County) License Applicant(s): 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Address: 3914 State Highway 119, Longmont, CO 80504 File Location: LC0052 Reply By: Thursday, June 15, 2023 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) 400-4213 or cwhite fweld.gov. ❑✓ o EI We have reviewed the request and find no conflicts with our interests. We have reviewed the request and find that we are NOT in support of the requested renewal application. We have reviewed the request, and recommend approval given that the below or attached conditions are met. See attached letter, or comments below. MEMORANDUM TO: Board of County Commissioners FROM: Sam Kaneta III, Captain DEPARTMENT: Weld County Sheriffs Office DATE: 1 June '23 SUBJECT: Renewal FMB License Application The Weld County Clerk to the Board's Office has received an application for the renewal of a fermented malt beverage license in Unincorporated Weld County: License Type: Fermented Malt Beverage and Wine Off -Premises (County) License Applicant(s): 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Address: 3914 State Highway 119, Longmont, CO 80504 File Location: LC0052 Reply By: Thursday, June 15, 2023 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) 400-4213 or cwhite(a�weld.gov. a o ril We have reviewed the request and find no conflicts with our interests. We have reviewed the request and find that we are NOT in support of the requested renewal application. We have reviewed the request, and recommend approval given that the below or attached conditions are met. See attached letter, or comments below. No issues MEMORANDUM TO: Board of County Commissioners FROM: Curtis Hall DEPARTMENT: Public Works DATE: 06/05/2023 SUBJECT: Renewal FMB License Application The Weld County Clerk to the Board's Office has received an application for the renewal of a fermented malt beverage license in Unincorporated Weld County: License Type: Fermented Malt Beverage and Wine Off -Premises (County) License Applicant(s): 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Address: 3914 State Highway 119, Longmont, CO 80504 File Location: LC0052 Reply By: Thursday, June 15, 2023 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) 400-4213 or cwhite@weld.00v. We have reviewed the request and find no conflicts with our interests. We have reviewed the request and find that we are NOT in support of the requested renewal application. We have reviewed the request, and recommend approval given that the below or attached conditions are met. See attached letter, or comments below. MEMORANDUM To: Chloe White, Deputy Clerk to the Board June 7, 2023 From: Bethany Pascoe, Code Compliance Officer, Dept. of Planning Services Subject: LC0052 Review of the following Liquor License Renewal application by the Department of Planning Services, shows the following: PERMIT INFORMATION: Sales Tax License #: 24111111-0488 Current Licensee Name: 7 -Eleven, Inc. Dba: 7 -Eleven Store 39510H Mailing Address: ATTN: 7 -Eleven Licensing, PO Box 139044, Dallas, TX 75313 Situs Address: 3914 Colorado Highway 119, Longmont, Co 80504 PROPERTY INFORMATION: Parcel Number: 1313-10-1-00-012 (1.037 acres +/-) Zone District: C-3 (Commercial) (Z-106) Land Use: Site Plan Review (SPR-445) Upon review of my case files and computer, no active Code Violations were noted. STAFF COMMENTS: No Planning or Compliance comments. SERVICE, TEAMWORK, INTEGRITY, QUALITY FERMENTED MALT BEVERAGE AND WINE OFF -PREMISES (COUNTY) LICENSE - 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H Miscellaneous Correspondence June 21, 2023 CLERK TO THE BOARD PHONE: (970) 400-4225 FAX: (970) 336-7233 1150 O STREET P.O. BOX 758 GREELEY, COLORADO 80632 www.weld.gov COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION P.O. BOX 17087 DENVER, CO 80217-0087 RE: APPLICATION FOR RENEWAL OF 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, a copy of all supporting documentation, and the associated fees. The Weld County Board of Commissioners approved the application on Monday, June 19, 2023. Check Date: Check #: Check Amount: May 10, 2023 21135128 $167.50 If you have questions or need additional information, please do not hesitate to contact me at (970) 400-4213. Very truly yours, Chloe A. White Deputy Clerk to the Board Supervisor cwhite@weld.gov 6/21/23, 11:49 AM FedEx Ship Manager - Print Your Label(s) zm Co 1 m" O98 099L 5211 1HOIN 3AO A1I OINd b0£:0I Nflf zz - f1H1 J212022040501uv 00 co r- 0 0 00 ~ m m 0 T m m z C m 583J229ABIFE2D r C 0 0 m N n m m 0 After printing this label: 1. Use the 'Print' button on this page to print your label to your laser or inkjet printer. 2. Fold the printed page along the horizontal line. 3. Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping. Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges, along with the cancellation of your FedEx account number. Use of this system constitutes your agreement to the service conditions in the current FedEx Service Guide, available on fedex.com.FedEx will not be responsible for any claim in excess of $100 per package, whether the result of loss, damage, delay, non-delivery,misdelivery,or misinformation, unless you declare a higher value, pay an additional charge, document your actual loss and file a timely claim.Limitations found in the current FedEx Service Guide apply. Your right to recover from FedEx for 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 declared value. Recovery cannot exceed actual documented loss.Maximum for items of extraordinary value is $1,000, e.g. jewelry, precious metals, negotiable instruments and other items listed in our ServiceGuide. Written claims must be filed within strict time limits, see current FedEx Service Guide. https://www.fedex.com/shipping/shipmentConfrmationAction.handle?method=doContinue 1/2 6/21/23, 11:49 AM FedEx Ship Manager - Print Your Label(s) Shipment Receipt Address Information Ship to: LIQUOR ENFORCEMENT DIVISION COLORADO DEPARTMENT OF REVENUE PO BOX 17087 DENVER, CO 802170087 US 3032052300 Ship from: CHLOE WHITE WELD COUNTY 1150 O STREET RM 166 GREELEY, CO 80631 US 9704004225 Shipment Information: Tracking no.: 772518608160 Ship date: 06/21/2023 Estimated shipping charges: 8.30 USD Package Information Pricing option: FedEx Standard Rate Service type: Priority Overnight Package type: FedEx Envelope Number of packages: 1 Total weight: 1.50 LBS Declared Value: 0.00 USD Special Services: Pickup/Drop-off: Drop off package at FedEx location Billing Information: Bill transportation to: COUNTYOFWELD-483 DEPARTMENT NAME: WELD CLERK TO THE BOARD SENDER NAME: CHLOE A. WHITE ADDITIONAL INFO: CTB DEPARTMENT ORGANIZATION CODE: 10400 Thank you for shipping online with FedEx ShipManager at fedex.com. Please Note FedEx will not be responsible for any claim in excess of $100 per package, whether the result of loss, damage, delay, non -delivery, misdellvery, or misinformation, unless you declare a higher value, pay an additional charge, document your actual loss end file a timely claim. Limitations found in the current FedEx Service Guide apply. Your right to recover from FedEx for any loss, including intrinsic value of the package, loss of sales, income interest, profit, attomey's fees, costs, and other forms of damage whether direct, incidental, consequential, or special is limited to the greater of $100 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 Items Ilsted in our Service Guide. Written claims must bath" within stricttime IlrIrfs Consult the applicable FedEx Service Guide for details. The estimated shipping charge may be different than the actual charges for your shipment. Differences may occur based on actual weight, dimensions, and other factors. Consult the applicable FedEx Service Guide or the FedEx Rate Sheets for details on how shipping charges are calculated. https://www.fedex.com/shipping/shipmentConfirmationAction.handle?method=doContinue 2/2 COLORADO Department of Revenue Speciaklzed Business Group— Liquor & Tobacco Physical Address: Mailing Address: 1707 Cole Boulevard, Suite 300 Lakewood, CO 80401 February 8, 2023 BULLETIN 23-01 P.O. Box 17087 Denver, Colorado 80217-087 Fax: 303-866-2428 REFERENCE: Bulletin 23-01 - Fermented Malt Beverage and Wine Retailers -Wholesaler Deliveries On November 8, 2022, the People of the State of Colorado voted to amend Articles 3 and 4 of Title 44 in the Colorado Revised Statutes. As a result, beginning on March 1, 2023, currently licensed Fermented Malt Beverage Off -Premises Retailers (FMB -OFF) (which, in layman's terms, equates to a majority of the convenience or grocery stores that have a liquor license in our state licensing system) will automatically convert to a "Fermented Malt Beverage and Wine Retailer." On March 1, 2023, Fermented Malt Beverage and Wine Retailers will have a new privilege to sell vinous liquor in sealed containers. This privilege extends the products sold in these retail spaces to consumers in sealed containers of vinous liquors (including sake, hard cider, and wine) and preserves these retailers' existing privilege of selling sealed malt beverages (beer) for off -premises consumption. This privilege does not apply to Fermented Malt Beverage On -Premises Retailers or Fermented Malt Beverage On/Off Premises Retailers. The State Licensing Authority received communications from several industry members, including manufacturers, wholesalers, and FMB Off -Premises Retailers, regarding the implementation and logistics of these new privileges being made available to consumers on March 1, 2023. Due to these shared concerns, the State Licensing Authority determined to meet the voter intent to allow the ordering and distribution of vinous products to FMB -OFF Premises Retailers by manufacturers and wholesalers a week prior to March 1, 2023, which will start on Wednesday, February 22, 2023, at 12:00 a.m. so that FMB -OFF Premises Retailers may begin sales to consumers on March 1, 2023, at 8 a.m. The Division will investigate and may recommend the State Licensing Authority take administrative action on any FMB -OFF Premises Retailer that sells vinous products to the public before March 1, 2023, at 8 a.m. These FMB -Off Premises Retailers may receive deliveries of vinous products only to a storage area on their licensed premises. These vinous products cannot be placed on the consumer floor until March 1, 2023, at 12:00 a.m. This allowance only applies to Fermented Malt Beverage Off -Premises 1 Retailers in good standing with the state and local licensing authorities. A list of FMB -Off Premises Retailers currently in the State Licensing Authority licensing system can be viewed on the LED website by clicking this link. Licensees in good standing will be automatically converted to a Fermented Malt Beverage and Wine Retailer on March 1, 2023, at 12:00 a.m. If you do not see your license on this list, contact us at dor_led@state.co.us so we can review your matter on a case -by -case basis. When contacting us, please provide your state liquor license number, the name of your business, and its address. Virtual Training Dates: The Liquor Enforcement Division will be holding two virtual training sessions listed below regarding the Fermented Malt Beverage and Wine Retailer license: February 8, 2023, from 10 am to 11 am https://meet.google.com/vkw-ppmq-yub?authuser=0 Join by phone (US) +1 254-863-1392 PIN: 254 115 643# February 8, 2023, from 1 pm to 2 pm https://meet.google.com/hya-eotr-eeu?authuser=0 Join by phone (US) +1 650-597-2806 PIN: 783 527 227# Please do not hesitate to reach out to LED at dor_led@state.co.us if you have any questions, issues, or comments. Thank you, Colorado Liquor Enforcement Division 2 Chloe White From: Sent: To: Cc: Subject: Attachments: Good morning, Chloe White Tuesday, January 3, 2023 11:40 AM electronicrenewals@7-11.com Chloe White; Esther Gesick Liquor License for 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Bulletin 22-04 - Fermented Malt Beverage and Wine Retailers This email pertains to 7 -Eleven Store 39510H at 3914 State Highway 119, Longmont, CO 80504. The Colorado Liquor Enforcement Division recently announced the automatic conversion of Fermented Malt Beverage Off -Premises (County) Licenses to Fermented Malt Beverage and Wine Off -Premises (County) Licenses. If the licensed premises remains the same, other than adding vinous products to these licensed premises on shelves and in coolers that are already designated for alcohol products, no modifications of premises are needed. If the licensed premises is going to be physically changed or materially or substantially altered, as per rule 47-302, then a modification of premises and fees shall be filed with both the local and state licensing authorities for approval or denial. Temporary displays do not materially or substantially alter the licensed premises, therefore, do not need prior approval. Temporary displays could be end caps for a short period of time or temporary displays within the licensed premises for a minimal period of time. Please remember these temporary displays should not be placed in candy or soda isles or near licensed premises entries and exits to prevent minor access to alcohol products. If your establishment needs to file a modification of premises to accommodate new shelves or coolers designated for the alcohol products, please contact me and I will assist you further. Sincere regards, Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: cwhite(5iweldgov.com Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Site Plan Review SPR-445 Port\ WIVDC COLOR A 1)O Planner: Parcel N u n i her r Applicant. PL STAFF REPORT RETAINED IN TYLER. REMAINDER RETAINED IN PAPER LIQUOR FILE. ORIGINAL CASE FILE MAINTAINED BY PLANNING. SITE PLAN TeFV7FW A-akptentictrattive Review Kim Ogle Case Number: Site Plan Review PR -445 1313-10-1-00-012 and 1313-10-1-o0-036 David Carpenter ID. Carpenter Company 4060 NW Urbandale Drive Urbandale, Iowa 50322 Legal Description: Part NE4 Section 10, T2N, RS8W of the 6"' P.M., Weld County, CO Zoning: 0-3 (Business Commercial) Situs: 3914 Hwy 119, Longmont, Colorado 80504 Proposed Uses Site Plan Review for stores and shops furnishing services and merchandise at retail to the general public; restaurants, including drive-in restaurants and gasoline service stations, car washes and vehicle service/repair establishments. Site Plan Review Standards Comments Meets the Intent of the Weld County Cade Site Plan Certification YES Retention Facilities Department at Public Works referral dated July 7, 2011 YES — Off-street Parking 47 spaces delineated of Planning Services on plans calculation 24 spaces. YES YES Loading Areas YES Access Department of Public Works referral dated July 7.2011 YES Setback Requirements 25 Feet YES Offset Requirements 10 Feet YES Landscaping YES Trash Collection and Storage YES Potable Water Left Hand Water District. Tap No. 90-041-05 YES Sewage Disposal St. 'gain Sanitation service is available and District, a tap the applicant has been to acquired provide evidence that NO Environment Standards Department 2011 of Public Health and Environment referral dated July 1, YES Property Maintenance YES Narrative: Site Plan Review No. 76 was previously reviewed and approved by staff in 1986 for Burger King Restaurant. This application is for a convenience store, gas station with pumps and a restaurant including a drive-in restaurant. Galloway and Company, Inc. who represents the J.D. Carpenter Company has no affiliation to the previous owners at this location. Given the current owner, and the proposed use as herein defined, to include, stores and shops furnishing services and merchandise at retail to the general public; restaurants, including drive-in restaurants and gasoline service stations, car washes and vehicle service/repair establishments in the O-3 (Business Commercial) Zone District, 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 to vacate Site Plan Review # 76 in writing. The property is to be redeveloped into a modern convenience store with a quick service restaurant and retail fuel sales component. The existing 3990 square foot single story building will be remodeled into an approximately 2790 square foot convenience store and an approximate 1200 square foot quick service restaurant. The convenience store and retail fuel sales component will operate 24 hours a day and the facility will offer convenience oriented retail merchandise as well as pre-packaged and self service food and beverage items. Public restrooms will be incorporated into this remodel. The property is described as two separate parcels of land adjacent 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 site, in error, staff is requesting that the property owner, Burger Avenue Investments, Ltd of 215 W. Magnolia Street, Suite 200; Fort Collins, Colorado 80521 consider combing the two properties by Deed This site plan review is approved with the attached conditions: 1. The Site Plan Review Map shall be prepared in 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 of Planning Services) 2. Prior to recording the Site Plan Review plat, the applicant shall address the following to the Department of Planning Services' satisfaction: A. The applicant shall address the requirements of the Weld County Building Department, as stated in the referral response dated July 1, 2011 including but not limited to any work requiring a Building Permit per Section 29-3-10 of the Weld County Code. (Department of Planning Services) B. The applicant shall attempt to address the general requirements from the Town of Firestone as stated in their referral dated June 21, 2011. Written evidence of such to be submitted to the Department of Planning Services. (Town of Firestone) The applicant shall attempt to address the requirements of the Mountain View Fire Protection District as stated in their referral dated June 6, 2011_ Written evidence of such to be submitted to the Department of Planning Services. (Mountain View Fire Protection District) D. The applicant shall address the requirements of the Rural Ditch Company, as stated in the referral response dated June 21, 2011 including but not limited to demonstration that the site grading does not allow for any runoff from this property into the Rural Ditch. The Rural Ditch is an active agricultural ditch and any runoff from this property will have a high potential to be contaminated with residual waste oil and gasoline. We request that the applicant to provide a drainage map that has enough detail to demonstrate that sheet flow from their proposed development will not flow into our ditch. Also we request that the applicant install and maintain at least two monitor wells along their western border with the Rural Ditch, and provide access to the results of this site monitoring. Written evidence of such to be submitted to the Department of Planning Services, (Rural Ditch) E. The applicant shall submit evidence of an Air Pollution Emission Notice (A. P.E.I.) and Emissions Permit application from the Air Pollution Control Division (APCD), Colorado Department of Health and Environment. Alternately, the applicant can provide evidence from the APCD that they are not subject to these requirements. (Written evidence of such to be submitted to the Department of Planning Services. Weld County Department of Public Health and Environment) The applicant shall comply with Colorado Retail Food Establishment Rules and Regulations governing the regulation of food service establishments. Evidence that the applicant has applied for a Retail 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 County Planning Department. Written evidence of such to be submitted to the Department of Planning Services. (Weld County Department of Public Health and Environment) G. The applicant shall submit evidence of an Underground Storage Tank permit from the Colorado Department of Labor and Employment (CDL&E), Oil Inspection Section for any underground storage tanks located on the site. Alternately, the applicant can provide evidence from the (CDL&E), Oil Inspection Section that they are not subject to these requirements. Written evidence of such to be submitted to the Department of Planning Services. (Weld County Department of Public Health and Environment) i-. The applicant shall submit a waste handling plan, for approval, to the Environmental Health Services Division of the Weld County Department of Public Health & Environment. The plan shall include at a minimum, the following: 1) A list of wastes which are expected to 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 facility where the waste will be disposed (including the facility name, address, and phone number), Written evidence of such to be submitted to the Department of Planning Services. (Weld County Department of Public Health and Environment) A waste handling 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. Written evidence of such to be submitted to the Department of Planning Services, ((Department of Public Health and Environment) A Retail Food Establishment License is required. A plan review by Weld County Environmental Health Services will be required prior to issuance of the food license. Written evidence of such to be submitted to the Department of Planning Services (Department of Public Health and Environment) A Preliminary Drainage Report for J.D. Carpenter Company Fueling Facility and Convenience Store, dated May 18, 2011, was submitted. The report was prepared by Galloway & Company Inc. This report is acceptable. Please submit the Final Drainage Report and ensure that it is signed and stamped by a Professional Engineer registered in the State of Colorado. (Department of Public Works) L. The applicant shall submit an updated letter from the St. Vrain Sanitation District indicating that they have the ability to serve the site. Written evidence of such to be submitted to the Department of Planning Services (Department of Planning Services) M. One month prior to construction activities: 1. A State stormwater discharge permit may be required for a development 1 redevelopment / construction site where a contiguous or non-contiguous land disturbance is greater than or equal to one acre in area. Contact the Water Quality Control Division of the Colorado Department of Public Health and Environment at www.cdphe.state.co.us/wg/PermitsUnit for application more information. 2. Submit full size plan drawings to the Mountain View Fire Protection District for review. These plans should show building location and size, curb cut locations and width, width of drives through the site, location of fueling 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 District) 3. Submit building construction plans to the Mountain View Fire Protection District for review and approval. Include drawings showing kitchen equipment and location. (International Fire Code Section 501.3) (Mountain View Fire Protection District) 4. Submit shop drawings for the underground tank and associated piping to the dispensing units, as well as, the process to be followed for the installation to the Mountain View Fire Protection District for review. (International Fire Code Section 105.4) (Mountain View Fire Protection District) The plat shall be amended to delineate the following: 1. All sheets of the plat shall be labeled Site Plan Review SPR-445. (Department of Planning Services) 2 The Site Plan Review Map shall be prepared in accordance with Section 23-2- 160.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 restricted to be an entrance only access. The other two accesses shall remain as full movement accesses. All access points shall be clearly labeled on the plat (Department of Public Works) 4. Turner Boulevard is designated on the Weld County Road Classification Plan as a collector road, which requires 80 feet of right-of-way at full build out, There is presently 60 feet of right-of-way. An additional 10 feet shall be delineated on the plat as future Turner Boulevard right-of-way. No structures may be built within the right-of-way or future right-of-way. All setbacks shall be measured from the edge of future right-of-way. The applicant shall verify the existing right-of-way and the documents creating the right-of-way and this information shall be noted on the plat. if the right-of-way cannot be verified, it shall be dedicated. This road is maintained by Weld County. (Department of Public Works) 6. Delineate all easements of record. (Department of Planning Services) The following notes shall be placed on the plat: All proposed or existing structures will or do meet the minimum setback and offset requirements for the zone district in which the property is located. Pursuant to the definition of setback in the Weld County Code, the required setback is measured from the future right-of-way line. (Department of Planning Services) 2. In the event that a portion of the building is proposed to be leased or sold to another party in the future, the applicant shall submit a copy of the lease of sales agreement and information regarding the proposed use of the leased portion to the Weld County Building Inspection Department, Mountain View Fire Protection District, Weld County Department of Public Health and Environment, and the Department of Planning Services for review. Based upon the proposed use and/or impacts of the leased portion, the Department of Planning Services may require a new Site Plan Review application. (Department of Planning Services) 3. In accordance with the Weld County Code, no land, building or structure shall be changed in use or type of occupancy, developed, erected, constructed, reconstructed, moved or structurally altered or operated in the Commercial and Industrial Zone District until a Site Plan Review has been approved by the Department of Planning Services. (Department of Planning Services) 4 All liquid and solid wastes (as defined in the Solid Wastes Disposal Sites and Facilities Act, 30-20-100.5, G.R.S., as amended), shall be stored and removed for final disposal in a manner that protects against surface and groundwater contamination. (Department of Public Health and Environment) 5. No permanent disposal of wastes shall be permitted at this site. This is not meant to include those wastes specifically excluded from the definition of a solid waste in the Solid Wastes Disposal Sites and Facilities Act, 30-20-100.5,C.R.S., as amended. (Department of Public Health and Environment) 6. Waste materials shall be handled, stored and disposed of in a manner that controls fugitive dust, blowing debris and other potential nuisance conditions. (Department of Public Health and Environment) 7 The applicant shall operate in accordance with the approved "waste handling plan" at all times. (Department of Public Health and Environment) 8. Adequate drinking, hand washing and toilet facilities shall be provided for employees and patrons of the facility, at all times. (Department of Public Health and Environment) 9. The applicant shall comply with all provisions of the State Underground Storage Tank Regulations. (Department of Public Health and Environment) 10. This facility shall adhere to the maximum permissible noise levels allowed in the Commercial Zone as delineated in Section 14-9-30 of the Weld County Code. (Department of Public Health and Environment) 11. Adequate drinking, hand washing and toilet facilities shall be provided for employees and patrons of the facility, at all times. (Department of Public Health and Environment) 12. The facility shall utilize the existing municipal sewage treatment system (St. Vrain Sanitation District). (Department of Public Health and Environment) 13. The facility shall utilize the existing public water supply (Left Hand Water District). (Department of Public Health and Environment) 14. All potentially hazardous chemicals must be handled in a safe manner in accordance with product labeling and in a manner that minimizes the release of hazardous air pollutants (HAP`s) and volatile organic compounds (VQC's). (Department of Public Health and Environment) 15. If applicable, the applicant shall obtain a stormwater discharge permit from the Colorado Department of Public Health & Environment, Water Quality Control Division. (Department of Public Health and Environment) 16. The applicant shall comply with Colorado Retail Food Establishment Rules and Regulations governing the regulation of food service establishments. (Department of Public Health and Environment) 17. The operation shall comply with all applicable rules and regulations of State and Federal agencies and the Weld County Code. (Department of Public Health and Environment) '18. If applicable, the applicant shall obtain a stormwater discharge permit from the Colorado Department of Public Health & Environment, Water Quality Control Division. (Department of Public Health and Environment) 19. The operation shall comply with all applicable rules and regulations of State and Federal agencies and the Weld County Code. (Department of Public Health and Environment) 20. A building permit will be required for the canopy over the fueling station. (Department of Building inspection) 21 A Change of Use permit will be required for the interior remodel of the existing budding. (Department of Building Inspection) 22. A Demo permit will be required prior to demolition of the interior. (Department of Building Inspection) 23. Accessibility requirements will need to be met for the building according to ANSI Standards, and 2006 IBC. (Department of Building Inspection) 24. Building permits shall be obtained prior to starting construction. A plan review is required for each unit for which a building permit is required. Two complete sets of plans are required when applying for each permit. Include a Code Analysis Data sheet for the Weld County Building Department with each building permit. Submittal plans shall include a floor plan showing the specific uses for each area of the building. Plans shall bear the wet stamp of a Colorado registered Architect or Engineer. (Department of Building Inspection) 26. Buildings shall conform to the requirements of the various codes adopted at the time of the permit application. Currently the following has been adopted by Weld County: 2006 International Building Code; 2006 International Mechanical Code; 2006 International Plumbing Code: 2006 International Fuel Gas Code; 2006 International Energy Code; 2008 NEC; 2003 International ANSI 117.1 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 prior to issue of Building Permits. (Department of Building Inspection) 28. Landscaping materials as indicated in the approved Landscape I Screening Plan shall be maintained at all times. (Department of Planning Services) 29. Lighting shall comply with the requirements and standards for off-street parking spaces per Section 23-4-30.E, Section 23-3-350.K and Section 23-3-360.F of the Weld County Code. (Department of Planning Services) 30. All structures, including signs, on site must obtain the appropriate building permits. (Department of Planning Services) 31. Effective April 25, 2011, Building Permits issued on the proposed lots will be required to adhere to the fee structure of the Weld County Road Impact Prograrn.(Ordinance 2011-2) (Department of Planning Services) 32. Effective April 25, 2011, Building Permits issued on the proposed lots, will be required to adhere to the fee structure of the County Facility Fee and Drainage Impact Fee. (Ordinance 2011-2) (Department of Planning Services) 33. The historical 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 type generally attributed to run-off rate and velocity increases, diversions, concentration and/or unplanned ponding of storm run-off. (Department of Public Works) 34, Pursuant to Chapter 15, Articles I and II of the Weld County Code, if noxious weeds exist on the property or become established as a result of the proposed development, the applicant/landowner shall be responsible for controlling the noxious weeds. All vegetation, other than grasses, needs to be maintained at a maximum height of 12 inches until 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 applicant must take into consideration storm water capture/quantity and provide accordingly for best management practices. (Department of Public Works) 2 Upon completion of 1, above the applicant shall submit a Mylar plat along with all other documentation required as Conditions of Approval. The Mylar plat shall be recorded in the office of the Weld County Clerk and Recorder by Department of Planning Services' Staff. The plat shall be prepared in accordance with the requirements of Section 23-2-260.D of the Weld County Code. The Mylar plat and additional requirements shall be submitted within thirty (30) days from the date of the date of approval. The applicant shall be responsible for paying the recording fee. (Department of Planning Services) 3. The Department of Planning Services respectively requests the surveyor provide a digital copy of this Site Plan. Acceptable CAD formats are .dwg, ,dxf, and .dgn (Microstation); acceptable GIS formats are ArcView shapefiles, Arclnfo Coverages and Arclnfo Export files format type is .e00. The preferred format for Images is .tif (Group 4). (Group 6 is not acceptable). This digital file may be sent to mapsAco.weld.co.us. (Department of Planning Services) 4. No activity shall not occur nor shall any building or electrical permits be issued on the property until the Site Plan plat is ready to be recorded in the office of the Weld County Clerk and Recorder. (Department of Planning Services) 5. In accordance with Weld County Code Ordinance 2005-7 approved June 1, 2005, should the plat not be recorded within the required sixty (60) days from the date the Administrative Review was signed a $50.00 recording continuance charge may be added for each additional 3 month period. l Site Flak Review conditionally approved by: Kim Ogle, Planning Services Date:J l . 2, 2011 John Scales Galloway & Company, Inc. 5300 DTC Parkway, Suite 100 Greenwood Village, Colorado 80111 Hello