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Home My WebLink About20221239.tiffRESOLUTION RE: APPROVE TEMPORARY PERMIT FOR VINTNER'S RESTAURANT (COUNTY) LIQUOR LICENSE FOR SALT AND ACRES, LLC, DBA SALT AND ACRES, AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Salt and Acres, LLC, dba Salt and Acres, 9378 County Road 25, Fort Lupton, Colorado 80621, presented to the Board of County Commissioners of Weld County, Colorado, an application for the Transfer of Ownership of a Vintner's Restaurant (County) Liquor License at 9490 County Road 25, Fort Lupton, Colorado 80621, for the manufacture and sale of vinous liquors on the licensed premises, which may be furnished for consumption on the premises, sold to independent wholesalers for distribution to licensed retailers, sold to the public in sealed containers for off -premises consumption, or sold at wholesale to licensed retailers in an amount up to fifty thousand gallons per calendar year; and for the sale of malt and spirituous liquors for on -premises consumption only if at least fifteen percent of the gross on -premises food and drink income of the business of the licensed premises is from the sale of food, said License previously held by River Garden Winery, LLC, dba River Garden Winery, and WHEREAS, C.R.S. §44-3-303, allows for the issuance by the Board of County Commissioners of a temporary permit to the transferee of an existing liquor license to authorize the transferee to conduct business and sell alcoholic beverages at retail in accordance with said license, subject to compliance with certain conditions, and WHEREAS, Salt and Acres, LLC, dba Salt and Acres, has complied with all of the conditions set forth in said Section, and WHEREAS, Salt and Acres, LLC, dba Salt and Acres, has also submitted the required application fee of $100.00 for said temporary permit. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that having examined said application and other qualifications of the applicant for the transfer of the Vintner's Restaurant (County) Liquor License and having considered said request for a temporary permit, does hereby grant to Salt and Acres, LLC, dba Salt and Acres, located at 9490 County Road 25, Fort Lupton, Colorado 80621, a Temporary Permit to conduct business and to manufacture and sell vinous liquors on the licensed premises, which may be furnished for consumption on the premises, sold to independent wholesalers for distribution to licensed retailers, sold to the public in sealed containers for off -premises consumption, or sold at wholesale to licensed retailers in an amount up to fifty thousand gallons per calendar year; and to sell malt and spirituous liquors for on -premises consumption only if at least fifteen percent of the gross on -premises food and drink income of the business of the licensed premises is from the sale of food, in accordance with the license previously held by River Garden Winery, LLC, dba River Garden Winery, subject to all other rules and regulations set forth by the Board of County Commissioners of Weld County, Colorado, for a period of 120 days, or until such time as the application for Transfer of Ownership is approved by the State of Colorado, whichever shall occur first. cc:APPL.C.£Q 05[0919' 60CR5 mIs/sK), cAce,B) ©5/0519 2022-1239 LC0055 TEMPORARY PERMIT FOR VINTNER'S RESTAURANT (COUNTY) LIQUOR LICENSE - SALT AND ACRES, LLC, DBA SALT AND ACRES PAGE 2 BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said permit. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 2nd day of May, A.D., 2022. BOARD OF COUNTY COMMISSIONERS WE /. COUNTY, COLORADO ATTEST: ddriltvt) �i. •�Cl�o:�,� Weld County Clerk to the Board BY eputy Clerk{o tie Board APPAS County Att•'"ney Date of signature: 5 /q /22_ S •tt K. James, Chair Lori Sain man, Pro-Te 2022-1239 LC0055 PLEASE POST NEAR EXISTING LICENSE TO WHOM IT MAY CONCERN: On the 20th day of April, 2022, Salt and Acres, LLC, dba Salt and Acres, submitted an application for the Transfer of Ownership of a Vintner's Restaurant (County) Liquor License, with said license previously being held by River Garden Winery, LLC, dba River Garden Winery, and expiring on March 21, 2023. Until the Transfer of Ownership has been considered by the Board of Commissioners and notification has been received from the Colorado Department of Revenue, Liquor Enforcement Division, advising whether this Transfer of Ownership request has been approved or disapproved, the Board hereby authorizes the continued manufacture and sale of vinous liquors on the licensed premises, which may be furnished for consumption on the premises, sold to independent wholesalers for distribution to licensed retailers, sold to the public in sealed containers for off -premises consumption, or sold at wholesale to licensed retailers in an amount up to fifty thousand gallons per calendar year; and for the sale of malt and spirituous liquors for on -premises consumption only if at least fifteen percent of the gross on -premises food and drink income of the business of the licensed premises is from the sale of food, at this establishment, which is located at 9490 County Road 25, Fort Lupton, Colorado 80621, under a Temporary Permit, which has been approved by the Board on May 2, 2022. This Temporary Permit allows Salt and Acres, LLC, dba Salt and Acres, to conduct business and manufacture and sale of vinous liquors on the licensed premises, which may be furnished for consumption on the premises, sold to independent wholesalers for distribution to licensed retailers, sold to the public in sealed containers for off -premises consumption, or sold at wholesale to licensed retailers in an amount up to fifty thousand gallons per calendar year; and for the sale of malt and spirituous liquors for on -premises consumption only if at least fifteen percent of the gross on -premises food and drink income of the business of the licensed premises is from the sale of food, in accordance with the license previously held by River Garden Winery, LLC, dba River Garden Winery, subject to all other rules and regulations set forth by the Board of County Commissioners of Weld County, Colorado, for a period of 120 days, or until such time as the application for Transfer of Ownership is approved by the State of Colorado, whichever shall occur first. If there are any questions concerning this matter, please feel free to contact the Weld County Clerk to the Board's Office at (970) 400-4213, between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday. Sincerely, BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Scott K. James, Chair cc: Deputy Clerk to the Board Supervisor, Chloe A. White County Attorney, Bruce Barker Weld County Sheriffs Office Colorado Liquor Enforcement Division 2022-1239 LC0055 ket, LYONS GA ATIORbJEYS A CfUNSFI CMS Chad A. Kupper ckupper@lyonsgaddis.com 303-776-9900 March 15, 2022 Esther E. Gesick Clerk to the Board County of Weld, Colorado 1150 O Street Greeley, CO 80632 Re: Liquor License Transfer Application, and Temporary Permit Salt and Acres, LLC Dear Ms. Gesick: VIA HAND DELIVERY Enclosed please find the original and one copy of the following for Salt and Acres, LLC's application for a transfer of the Vintners Restaurant liquor license: 1. Colorado Liquor Retail License Application; 2, individual History Records for: Justin Caruso, Danielle Caruso, and Andre Esprenger; 3. Lease Agreement; 4. Diagram of premises (outlined in red); 5. Articles of Organization; 6. Operating Agreement; 7. Certificate of Good standing; 8. Sales Tax License 9. Federal TTB permit Application 10. Wholesaler Affidavit 11. Contract to Buy and Sell Real Estate 12. special Warranty Deed 13. Checks for application, licensing, and Temporary Permit fees in the following amounts: a. Weld County, Colorado ^ $925.00 (including $100 Temporary Permit Fee); b. State of Colorado - 1,850.00; The applicant is requesting concurrent review for this transfer of ownership, as well as a tem orary permit. The applicant would like to set the application on the Authority!s agenda for a pu is hearing as soon as possible. If you need anything further to complete the application, gi ve ive me a call. P LYONS CADDIS, PC 515 Kimbark Street 2nd Floor Po Box 978 Longmont, Co 80502-0978 950 Spruce Street, Unit 18 Louisville, Co 80027 303 776 9900 I 303 776 9100 I 720 726 3670 I www.ivonsgedd s.com LYONS G ATTORNEYS & COUNStLCRS Sincerely, Chad A. Kuppe DR 8404 (12/29121) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement division (303) 205-2300 Colorado Liquor Retail License Application • New License L] New -Concurrent NI Transfer of Ownership ■ State Property Only 0 Master file • All answers must be printed in black ink or typewritten • Applicant must check the appropriate box(es) • Applicant should obtain a copy of the Colorado Liquor and Beer Code: SBG,Colorado.gov/Liquor aI. Applicant is applying as aten 0 Individual Limited Liability Company E] Association or Other Corporation O Partnership (includes Limited Liability and Husband and Wife Partnerships) 2. Applicant Iran LLC. name of LLC; if partnership, at least 2 partners names; If corporation, name of corporation FEIN Number Salt and Acres LLC i 2a. Trade Name of Establishment (OBA) fl • SI Salt and Acres State Sales Tax Number 95061729 Business Telephone 3038951521 3{ Address or Premises (specify exact location of premises, include suite/unit numbers) 9490 County Road 25 city Fort Lupton County Weld State o ZIP Code 80621 4, flailing Address (Number and Street) 9378 County Road 25 5. Email Address City or Town Fort Lupton State CO ZIP Code 80621 Justin @saitandacres.00m S. If the premises currently has a liquor. or beer license, you must answer the f allo'i#in 0 questions Present Trade Name of Establishment (DBA) River Garden Viinery Present State License Number Present Class ofLicense Present Expiration Date 0307617 V'intner's Restaurant 03/2112022 Section A ❑ Application Fee for New License. ❑ Application Fee for New License wfConc urrent Review , ©' Application Fee for Transfer,,.,.. Section © Add Optional PrerSses to H & R..1....11$100.00 X Nonrefundable Application Fees* Section B (Cont) .14,1} $1,100.00 $1,200.00 $1,100.00 Is Add Related Facility to Resort Complex $75.00 X ❑ Add Sidewalk Service Area, ** ❑ license (City) •Iii/.. ❑ Ares License (County) , ❑ Seer and Mine License (City),.11., ❑ Beer and Woe License (County) ❑ Brew Pub License (City) ❑ Brew Pub License (County) 1I ❑ Campus Liquor Complex (City) ❑ Campus Liquor Complex (County) Campus Liquor Cc mprex (State),It.4,, Liquor License Fees* Total Total II •I..O.:I.US N.aa Y.'aY.F.a.1Y ..... e 4111.,.1.1..11lilt I.1 Iiti l fli,.I a Club License tl P it II FS I 1.I... 1*11III la $75.00 $308.75 $308.75 $3+5 1125 $438.25 f.1 ...111.1 $750.00 ...11x11._.1$750.00 $500100 $500.00 ..,,,.... $500.00 "ill" iY.I'"a•rL.aryls rtrituPiss .a.[.... aiudenema $308.75 Club License (Count") Irg: aire'UMW mu ems. Mill .u.Wee ono . wag .rae+111a. p1.{{.i,I.l6$} 11Ffti['$308, u8' Distilery tub License (City) .a...Y.. Val tie. x.410 Ivo Prue YF.... ram esaar,.lss.r.. /...i....e...... $ I 50400 Distillery Pub License (County) and Restaurant 1`' license rr,., en . renew. l.nY.Yn.$ Slf�yY'y■Yy0', }0 1-fetel an! Restaurant(Ci !!l. ..... IiMin ,,,,,YY1:i115.}'$500,Y.[}. Li Hotel and Restaurant License (County) i 4YIIY....:. fu., 1Y.Y'mom eYYY.ratu/1Yar $500.00 Hotel and Restaurant License %lace+ ptpremses(City) O Hotel and Restaurant License wfone opt premises (County) �a..■� 1 r¢.., Drugstore ,`�f. 0 0.0 0 ❑ Iquor Licensed (City). ... ..... Ya... ri, {. r...rf,R $227.50 Liquor License Fees* ❑ Liquor —Licensed Drugstore (County) r ) ...,.•...I.,. . u.....u1 coma._. .Iu�,1 }IilM lr•r1 `.5 ❑ Lodging & Entertainment - L&E (City) ❑ Lodging •odg ng & Entertainment- Cam.. E (County) a..._.,, ,1 i.t1 }$500.00 ❑ PA ana ..r Registration - ti & R 41}Ifi+IMHi..}....■.I..■.■..■a.Ir.a.a..,1..«.. . $75 00 t I1 /Y1...i1 ... . ❑ Manager Re tration - Tavern U Manager Registration - Lod,ging & Entertainment . } $75400 Manager �j �y '{ Complex $75.00 CI Manager Registration - Campus Liquor Compl 1.1 Y11,.}4}1X11..I. ►,.. .... ...., 75,00 ❑ Optional Premises License (C ) .}.:. ❑ Optional Premise's License (County) O Racetrack License ( )4. CD Racetrack License (Coounty),I.a ll{i.l ❑ Resort Comex License (City), Yl.1 . $500,00 14+1..* a}. I F $500100 ▪ $500.00 500.00 [ ...L.,a 'Ceti ....■.....a..lqr. ............. ....41 II+...+... ...1.1... 4 ❑ Resort Complex License (County).......1.1Y... };IaIft1II...... ❑ Related Facility - Campus Liquor Complex (City) .a..,,,,...1,i,i ❑ Related Facility - Campus liqLelor Complex (County) „ ❑ Related Facility - Campus Liquor Complex ('mote)IY.....414....1....... ire... ❑ Retail Gaming Tavern License (City) . ❑ Retail Darning Tavern License (County) ...... ❑ Retail Liquor Store Uca.cnse-.Additional (City) ❑ Retail Liquor Store License —Additional (County) 1.,.,..t.... {..,.......a 1.....,. $ 1 .50 DRetail liquor Store la,Iii..4u�}a 4. Flt,i{aiH..Rii..•ii...i4,Taxieril,.u■.i.■Irn.,gins ..,$227i50 ® Retail Liquor Store (County) ul..a YaY 1 I.....&I el.. 151 44 I.914..i,..a4 $500.00 x$$00.00 $500.00 $160.00 $150.00 $160.00 $500.00 I II..1..1$500.00 $227450 1411 In „$312,50 Tavern License (City) ....... 5OO ❑ Tavern License (County) i...►.Y•....1 klIli .$500.00 Vintners Restaurant License (City) ,..$750,00 Vintners Restaurant License (County) ....,. .,Iia i..........q*i1 a...$750100 Note that the Division will not acce t cash Questions? Visit: SBG. obbracfo.govra/Liquor for more information Do not write in this s p ace r For De Il II Liabill' Information I Revenue use one License Account Number L'rabrlity Date License Issued Through (Expiiraton Date) 9 Total Scanned with CamScanner DR 0404 01 121) Application Documents hecklist and Worksheet Instructions: This checklist should be utilized to assist a.pplhcants with filing all required documents for Jicensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed,. upon on final State approval the license will be mailed to tim local licensing authority. AppllatiQ�rl fees are nonrefundable. Questions? Visit: A . o!orado. g ov/Li ua.r for more information Items submitted, please check all a propriate boxes completed or documents submitted _ Applicant information ice Lice identified A. �pplln� I nee 2'B. State sales tax license number listed or applied for at time of application C . Licens a type or other transaction identified D. Return originals to local authority (additional items may be required by the local licensing authority) R°` E, All sections of the application need to be completed F. Master file appf carets must include the Application for Master File fool DR 8415 and applicable fees to this Re- tail License Application II. Diagram of the premises 1 A. No larger than a 112' X 11" [ B. Dimensions included (does not have to be to scale). Exterior areas should show type of control (fences, walls, entry/exit points, etc.) C. Separate diagram for each floor (if multiple levels) D, Kitchen ai identified if Hotel and Restaurant E. Boid/Outlined Licensed Premises Il f :, Proof o property possession (One Year Needed) Deed in name of the applicant (or) (matching question #2) date stamped / filed with County Clerk grB. Lease in the name of the applicant (or) (matching question #2) C. Lease assignment in the name of the applicant with proper consent from the landlord and acceptance by the applicant D.Other agreement if not deed or lease. (matching question #2) IV. Background information (DR 8404-I) and financial documents lirA. Complete DR 8404-1 for each principal (individuals with more than 10% ownership, officers, directors, partners, members) Irr B. Fingerprints taken and submitted to the appropriate Local Licensing Authority through an approved state vendor, � PP Do not complete fingerprint cards prior to submittingyour application. The Vendors are as follows: IdentoGO O — https:/luenroll. deralogo. coal Phone: 844-539-5539 (toll -free) Colorado Fingerprinting - http://w rw colaradofr,gerpr nting, com Appointment SchedulingWebs its: http://www.coloracrofingerprintingicomIcabsi Phone: 720-292-2722 Toll Free: 833-224-2227 Details about the vendors and fingerprinting in Colorado can be found on CBI% website here: hthis.://cbr_ lorado.gov/sections''biormetrrc-identification-and ords-uni `emplaymenttend-backg unchecks C. Purchase agreement, stock transfer agreement, and/or authorization to transfer license D. List of all notes and loans Co. ies to also be attached V. Bolo proprietor/husband and wife partnership (if applicable) 2r A. Form DR 4679 I ! B. Copy of State issued Driver's License or Colorado identification Card for each applicant VI, Corporate applicant information (if applicable) 2 A. Certificate of incorporation B. Certificate of Good Standing fir C, Certificate of Authorization if foreign corporation (out of state applicants only) VII, Partnership applicant information (if applicable) 21 A. Partnership Agreement (general or limited). IA B. Certificate of Good Standing VIII. Limited Liability Company applicant information (if applicable) Ur -A. Copy of articles of organization B. Certificate of Good Standing LraC. Copy of Operating Agreement (if applicable) V D. Certificate of Authority if foreign LLC (out of state applicants only) IX. Manager registration for Hotel and Restaurant, Tavern, Lodging & Entertainment, and Campus Liquor Complex licenses when included with this application 21 A. $75.08 fee B. individual History Record (DR 8404-1) 21 CJ if owner is managing, no fee required 2 Scanned with CamScanner DR 8404 (12/29/21) Name Type of License Account Number Is the applicant (Including any of the partners if a partnership; members or managers if a limited liability company; or officers, stockholders or directors if a corporation) or managers under the age of twenty-one years? 8. Has the applicant (Including any of the partners if a partnership; members or managers if a limited liability company; or officers, stockholders or directors if a corporation) or managers ever (in Colorado or any other state): a, Been denied en alcohol beverage license? b. Had an alcohol beverage license suspended or revoked? c. Had interest in another entity that had an alcohol beverage license suspended or revoked? If cu answered yes to 3a, b or c4 explain In detail on a separate sheet. 9. Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the preceding two years? If "yes", explain in detail, Yes ■ 10. Are the premises to be licensed within 500 feet, of any public or private school that meets compulsory education requirements o Colorado law, or the principal campus of any college, university or seminary? Waiver by local ordinance? Other: 11.. Is your Uquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 1500 feet of another retail liquor license for off -premises sales in a jurisdiction with a population of greater than pi} 10,0000? NOTE: The distance shall be determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being made and ends at the principal door- way of the Licensed LLDSIRLS. 12, Is your Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) wi'th'in 3000 feet of another retail liquor license for of premises sales in a Jurisdiction with a population of less than ()10,0000? NOTE The distance shall be determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being made end ends at the principal doorway of the Licensed LLDSIRLS. 13 a, For additional Retail Liquor Store only. Was your Retail Liquor Store License issued on or before January 1, 2016? 13 b. Are you a Colorado resident? 14.. ?las a liquor or beer license ever been issuedto the applicant (including any of the partners, if a partnership; members or manager if a Limited Lability Company; or officers, stockholders or directors if a corporation)? If yes, identify the name of the business and list any current financial interest in said business including any loans to or from a licensee, 1s. Does the applicant, as listed on line 2 of this application, have legal possession of the premises by ownership, lease or other arrangement? Ownership Er#ease II Other (Explain in Detail) a, If leased, list name of landlord and tenant, and date of expiration, exactly as they appear on the lease: S Landlord Tenant 45 Acres LLC Salt and Acres b, Is a percentage of alcohol sales included as compensation to the landlord? If yes, complete question 16. c. Attach a diagram that designates the area to be licensed in black bold outline (including dimensions) which shows the bars, brewery, walls, partitions, entrances, exits and what each room shall be utilized for In this business. This diagram should be no larger than 8 1/2' X 11". 0i N or ■ ■ ■ ■ Wader Expires 4/30/2027 16, Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies) will loam or give money, inventory, furniture or equipment to or for use in this business; or who will receive money from this business? Math a separate sheet if necessary, Last Name Last Name n/a First Name na Date of Birth n/a First Name FEIN orSSN Date of Birth FEIN or 65N interest/Percentage Interest/Percentage Attach copies of all notes and security instruments and any written agreement or details of any oral agreement, by which any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional fn any way by volume, profit, sales, giving of advice or consultation. ?7. Optional Premises or Hotel and Restaurant Licenses with Optional Premises: Has a local ordinance or resolution authorizing optional premises been adopted? Ii Number of additional Optional Premise areas requested. (See license fee chart)r- 18. 18. For the addition of a Sidewalk Service Area per Regulation 47-302(A)(4), include a diagram of the service area and documentation received from the local governing body authorizing use of the sidewalk, Documentation may include but Is not limited to a statement of use, permit, easement, or other legal permissions. 19. Liquor Licensed Drugstore (LLDS) applicants, answer the following: a. Is there a pharmacy, licensed by the Colorado Board of Pharmacy, located within the applicant's 'LDS premise? If "ye?" a copy of license must be attached. 3 Scanned with CamScanner DR 6404 (12,29(21) Name Type of License Account Number r20. Club Ll qu ut Lluut s a upplioants answer the following! Attach a copy of appliCialo until mantation a. Is the applicant organization operated solely for a national, social, fraternal, patriotic, political or athletic purpose and not for pecuniary gain? b. Is the applicant organization a regularly chartered branch, lodge or chapter of a national organization which is operated solely for the object of a patriotic or fraternal organization or society, but not for pecuniary gain? c. How long has the club been incorporated? d. Has applicant occupied an establishment forthree years (three years required) that was operated solely for the reasons stated above? 21. Brew -Pub, Distillery Pub or Vintner's Restaurant applicants answer the foliawing: a. Has the applicant received or applied for a Federal Permit? (Copy of permit or application must be attached) 22. Campus Liquor Complex applicants answer the following: a. Is the applicant an institution of higher education? b. Is the applicant a person who contracts with the Institution of higher education to provide food services? If "yes'" please provide a copy of the contract with the institution of ,higher education to provide food services. 23,. For all on -premises applicants. a. Hotel and Restaurant, Lodging and Entertainment, Tavern License and Campus Liquor Complex, the Registered Manager must also submit an individual History Record - DR 8404-t and fingerprint submitted to approved State Vendor through the Vendor's website. See application checklist, Section IV, for details, b. For all Liquor Licensed Drugstores (LLDS) the Permitted Manager must to submit an Manager Permit Application - DR 800O and fingerprints, Yea • ■ N*l d❑ M • Er Last Name of Manager First Dame of Manager 24. Does this manager act as the manager of, or have a financial interest in, any other liquor licensed establishment in the State o Colorado? If yes, provide name, type of license and account number, Yes N 25. Related Facility - Campus Liquor Complex applicants answer the following: a. Is the related facility located within the boundaries of the Campus Liquor Complex? If yes, please provide a map of the geographical location within the Campus Liquor Complex. If no, this license type is not available for Issues outside the geographical location of the Campus Liquor Complex, b. Designated Manager for Related Facility- Campus Liquor Complex Last Name of Manager First Name of Manager 26. Tax Information. Yes No a. Has the applicant, including its manager, partners, officer, directors, stockholders, members MC), managing members (LLC), or any 11 [3' 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? b, 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.? ❑ d' 27. If applicant is a corporation, partnership, association and Managing Members. In addition, applicant applicants All persons listed below must Stale Vendor through their website. See a or limited liability company, applicant must list all Officers, Directors, General Partners, must list any stockholders, partners, or members with ownership of 10% or more In the also attach form DR 8404-I (Individual History Record). and make an appointment with en approved • • iica tion checklist, Section IV, for details, _ Name Danielle Caruso Home Address, City & State 3325 E 141st Ave Thornton Co 806021 DOS 08/ Owner %Owned 33 Name ' Andre Esprenger Home Address, City & Stale 360 S Poplar St Denver CO 80224 DOB 0712466 ositiorti Owner %Owned 33 Name Horne Address, City & State e DOB Position %Owned - Name ° Home Address, City & State DOB Position %Owned Name Home Address, City & State DOB Position %Owned *1 If applicant is owned 100% by a parent company, please fist the designated principal officer on above. " Corporations - the President, Vice -President, Secretary and Treasurer must be accounted for above (Include ownership percentage if applicable) If total ownership percentage disclosed here does not total 100%, appl I can t must check this box: N Applicant affirms that no Individual other than these disclosed herein owns 10% or more of the applicant and does not have financial interest in a prohibited liquor license pursuant to Article 3 or 5, C.R.S. 4 Scanned with CarnScanner DR 8404 (12/29/21) Mime _ Type of License - Account Number ,1 declare under know ledge..1 Colorado U also penalty acknov*ledge , or : of er Cofilch perjury that in the It second is my responsibility affect my degree license, Oath that this application and the responsibility r Of A.,pliliedrit and all of attachments are true, correct, and complete to the best of my my agents and employees to comply with the provisions of the thariz Si nat e Printed .Na . e and Titre [ .a art Report and Approval of Local Licensing Authority (City/County) Date a r- pIication filed with local authority Date of local authority hearing (for new k+ ense applicants; cannot be less than 30 days from date of app Icabon) been: The Local Licensing Authority Hereby Affirms that each person required to I is DR 84041 (InidivIdual History Record) or a DR 8O00 (Manager Permit) has • Fingerprinted and (Check That aware ❑ Subject to background Investigation, Including NOIC/CCIC check for outstanding warrants the local authority has conducted, or Intends to conduct, an inspection of the proposed of, liquor code provisions affecting their class of license One) premises to ensure that the applicant .Is in compliance with ❑ Date of inspection or anticipated date El Fill conduct Inspection upon approval of state licensing authority Is the Liquor Licensed Drugstore (LLOS) or Retail Liquor Store OILS) within 1,500 feet another retail liquor license for Yes No of off- premises sales in a jurisdiction with a population of 10,0000? ❑ E ❑ Is the Liquor Licensed Drugstore(LLDS) or Retail Liquor Store (RL$) within 3,000 feet of retail liquor license for another off- premis es sales in a jurisdiction with apopulation of c 10,0000? ❑ J NOTE: The distance shall be determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises tor which the application is being made and ends at the principal doorway of the Licensed LLDS/RLSi ❑ Does the Liquor -Licensed Drugstore (LLDS) have at least twenty percent (20%) of the applicant's gross annual income derived from the sale of food, during the prier twelve (12) month period? El ❑ The ,report with foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply the provisions of Tide 44, Arti+cte 4 or 3, C, R, ., and Liquor Rules. Therefore, this application is approved, - - Local Licensing Authority for Telephone Number O Town, City • Coun Signature Print Trtie Date Signature Print Titre Date RECEIVED 2 0 Gi12i WELD COUNTY COMMISSIONERS 5 Scanned with CamScanner aR B4 S (07/23/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division Tax Check Authorization, Waiver, and Request to Release Information 1, ik _ r is am signing this Thx Cho kAuthorization, Waiver and Request to Release Information (hereinafter "Waive) on behalf of i -- 044 (the kAppricant/LicenseeT) to permit the Co?orado 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 1 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), CI RF 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 licensed whichever is later. ApplicantiLicensee agrees to execute a new waiver for each subsequent licensing period in connection with the renewal of any license, if requested. 1 Sy 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 , RA , , 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. lame (Indrv*duaitSvsiness) 1 Address IDISE 5� leirsietrao, _ Home Phone Number Social Security N'urnherflaM kdeniilicaiieri Mintier intier Prpritegname of pers° igning on behalf of the ApplicanlvLicensec ifit5mb Applicant/Lit see State Businessivvion Phone Number Zeta ictits2., X73 _ nc,cai :gnahure authorizing the disclosure of confidential tax winformat on) EraEr Tile Privacy Act Statement Providing ur Social Security Number is voluntary and no right, benefit or privilege provided by law will be dented as a result of r, usal to disclose it. § 7 of Privacy Act, 5 USCS § 552a (note). z� Scanned with CamScanner Secretary of State of the State of Colorado OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE OF FACT OF GOOD STANDING I, Jena Griswold, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, Salt and Acres LLC is a Limited Liability ompany formed or registered on 08/03/2021 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20211718835 . This certificate reflects facts established or disclosed by documents delivered to this office on paper through 03/01/2022 that have been posted, and by documents delivered to this office electronically through 03/02/2022 13:29:16 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 03/02/2022 @ 13:29:16 in accordance with applicable law. This certificate is assigned Confirmation Number 13836019 , *****$*****************************$9t********End of Certificate******************************************* /VeerLi ccri//ki;te lssrred ehectramaa 'hhi /i oan the L'olr)a'a4fo Secretary of State} :S liteh site rs Jul/ ry and urwJe(eia ' j ► r_ alic' land eQjt tve, However, as an option, the issuance and validity of a certificate obtainer' electronically oniccally miry be established kr r ri. eifi?,g the i G ill: ate a Certificate page of the Secretary of State 's Web site, httf ,'''a yua ii i r..sas.state.co, afs/bir/Feria lcateSearclacr/deria. doentering the certr rcate 's confirmation rrm atom limber displayed on the Certificate awl fbiliminix the traiructions efisp/aa'etl, Cra1Pfia°11P1112 t'llcr P,VS1r Dacia of a certilicate is me at Otstioncil. triad rs not neccss rit fry 11w Eaficl irnd effe'ctrnP issuance rt a cer:f dc'arre. For iflur•e t.Pra1'inoti 1 n. Slit our Wed; sire, hrtp:k www.sosrsiate.codis/ click ''Businesses, trademarks, trade names" and sc"lc'cct " f ewgriently Asked Questions." Colorado Secretary of State I Q##: 20211718835 Document #: 20211718835 Filed on: 08/03/2021 10:51:23 AM Paid: $60.00 Articles of Organization for a Limited Liability Company filed pursuant to § 7-90-301 and § 7-80-204 of the Colorado Revised Statutes (C.R.S,) The domestic entity name of the limited liability company is Salt and Acres LLC The principal office street address is 3325 e 141st ave Thornton CO 80602 U The principal office mailing address is 3325 e 141st ave Thornton CO 80602 US The name of the registered agent is Justin Caruso The registered agent's street address is 3325 e 141st ave Thornton CO 80602 Us The registered agent's mailing address is 3325 e 141st ave Thornton CO 80602 US The person above has agreed to be appointed as the registered agent for this limited liability company. The management of the limited liability company is vested in Members There is at least one member of the limited liability company. Person(s) forming the limited liability company Justin Caruso 3325 e 141st ave Thornton CO 80602 US Danielle Caruso 3325 a 141st ave Thornton CO 80602 Us Causing this document to bedelivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title '7, C,R,S., and, if applicable, the constituent documents, and the organic statutes, and that thee individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to he delivered. Names) and address(es) of the individual(s) causing the document to be delivered for filing Justin Caruso 3325 e 141st ave Thornton CO80602 Us Instructions: Please print this document for your records. MyBizColorado COLORADO DEPT OF REVENUE Thank you for registering with the Colorado Department of Revenue! Your electronic application has been received. You will receive your Sales Tax License and/or Wage Withholding information in the mail in the next 10 business days. You may use this receipt as a temporary Sales Tax License in the interim. Filing Information Your filing information is as follows Date: 2/10/22 Name: Salt and Acres LLC Address: 9490 County Road 25\n\nFort Lupton, � a Colorado 80621-9325 Sales Tax Account Number: 95061729 Sales Tax Filing Frequency: Monthly ($300 in taxes/month or mi Wage Withholding Account Number: N/A Wage Withholding Filing Frequency: N/A Websites State of Colorado: www.colorado.gov Colorado Department of Revenue: www.colorado.gov/revenue Colorado Department of Revenue Online customer SupportSite: reve n uestateco. custhelp. ccm File and pay your sales tax online: www.colorado.goviReven ueOnline Register to pay by EFT: www. co Io rad o . g ov/revenue/eft Please wait 2-3 business days while we validate your registration before attempting to access your account in Revenue Online. You will receive your license(s) in the mail within 10 business days. If you do not already have access to Revenue Online, you may use information from that letter to sign-up. MyBizColorado PDF Receipt OPERATING AGREEMEN 'I' SALT AND ACRES LLC Upon valuable consideration, the persons named below as "Members" hereby covenant and agree to be bound to the following as their LIMITED LIABILITY COMPANY OPERATING AGREEMENT created this December 021 (this "Agreement" or this "Operating Agreement") for SALT AND ACRES LLC, a limited liability company organized under the laws of the State of Colorado (hereinafter known as "the LLC"): ARTICLE I DEFINITIONS As used in this Operating Agreement, the following terms are to have the meaning as stated below: "LLC" means "Limited Liability ompany' and "the LLC" means SALT AI D ACRES LLC. "LLC Units" or "Units" means measures of ownership in the LLC. The capita] structure of the LLC shall consist of Units all of the same class with equal rights for all purposes under this operating Agreement. "LLC Unit Percentage" means, with respect to an LLC member, the percentage derived from the following fraction; number of LLC Units held by such Member divided by the total number of LLC Units held by all Members (and, thereafter, multiplying said fraction by 100 to arrive at a percentage). "State Law" means the laws of the State of Colorado. ""Vote in interest of LLC members" means a vote of the LLC members in which each LLC member shall have one vote per LLC Unit possessed; for example, a member possessing 150 LLC Units would have 150 votes in interest. "Supermajority Perm a j o city vote in interest of LLC members" means a vote of the LLC members in which each LLC member shall have one vote per LLC Unit possessed and the number of affirmative votes for any resolution before the members shall be more than 66% of the outstanding LLB Units. For example, if there are 1000 outstanding LLC Units, 667 affirmative votes are required to achieve a Supermajority vote in interest upon a resolution before the members. ARTICLE H GENERAL PROVISIONS Section 2.1 Formation. Articles of organization either already have been filed with the appropriate State office or shall shortly be done so. The Members shall execute or cause to be executed all other instruments, certificates, notices and documents as may now or hereafter be required for the formation, valid existence and, when appropriate, termination of the LLC as a limited liability company under the laws of the State of Colorado. Section 2.2 Company Name. The name of the LLC is "SALT AND ACRES LLC" or such other name or names as may be selected by the Members from time to time and its business shall be carried on in such name with such variations and changes as the Members deem prudent, Section 2.3 Purpose of the LLC. The purpose of the LLC is to engage in any lawful act or activity for which a limited liability company may be organized under the laws of the State of Colorado including, but not limited to, participating in the purchase and sale of real estate and various real estate development activities. Section 2.4 Place of Business. The business address of the LLC shall be determined by the Members. The LLC may from time to time have such other place or places of business, within or without the State of Colorado, as the Members may decide. Section 2.5 Registered Agent. The registered agent of the LLC shall be determined by the Members who shall also possess the power to remove or replace a currently serving LLC registered agent. g g Section 2.6 Business Transactions of a Member with the Company. A Member may lend money to, borrow money from, act as s u rety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with, the LLC and, subject to applicable law, shall have the same rights and obligations with respect to any such matter as a Person who is not a Member. Section 2.7 Company Property. No real or other property of the LLC shall be deemed to be owned by any Member individually, but shalt beowned by and title shall be vested solely in the LL, Section 2.8 No Term To Existence. The LLC's existence shall commence on the date of the filing of the Article of Organization with the appropriate state office and, thereafter, the LLC's existence shall be perpetual without term. Section 2.9 Accounting Period. The close of the LLC's year for financial statement and federal income tax purposes shall be as determined by the Members. ARTICLE Illl MEMBERS Section 3,1 Members, The name, LLC Units and LLC Unit Percentage of the Members are set forth in the below table, which shall be amended from time to time to reflect the admission of new Members. Member Name LLC Units LLC Unit % Justin Caruso 33% 333 Danielle Caruso _ ' 333 33% Andre Esprenger 333 33% Section 3.2 Admission of New Members, New members may be admitted to the LLC by an affirmative Supermajority vote in interest of LL, E members. Section 3.3 No Liability of Members. All debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and rro member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a member. This section does not prevent a.n LLC member, should he or she so choose, from separately agreeing to guaranty or otherwise become liable for a debt which is also one of the LLC. Section 3.4 Access to Books and Records of LLC. Each LLC member shall have the right to inspect the books and records of the LLC during normal business hours after the giving of reasonable notice of this intent to the LLC custodian of said documents and information; however, each member gaining access to the books and records of the LLC shall hold this information confidential and only use LLC information for the furtherance of LLC business and interests or for making investment decisions regarding the member's LLC interest. Upon withdrawal or departure as a member of an LLC, a member shall deliver all LLC books and records in his or her possession to the remaining LLC members or managers. Section 3.5 Actions by the Members; Meetings; uorum. a. The LLC members may take any action at a meeting in person, by rox or without a meeting by written resolution in accordance with Section 3.5(d). Meetings of LLC members may be conducted in person or by telephone conference. A voting proxy given by an LLC Member to another person must be in writing. b. Voting. Each LLC member shall be entitled to► vote upon all matters for which LLC members have the right to vote. All LLC member votes shall be tallied by interest under which each member shall be entitled to one vote for each LLC Unit possessed (for example, a member possessing 150 LLC Units shall be entitled to 150 votes upon any matter submitted to the LLC Members for a vote). Each vote per LLC Unit shall carry the same weight and have the same value, for voting purposes, as every other LLC Unit. Should state law create statutory situations where LLC member votes are to be taken on a one vote per member basis, votes per member (as opposed to per LLC Unit interest) shall be limited to those specific circumstances under which state law requires such a vote. c. Unless another percentage is given elsewhere in this operating agreement or by state law, all LLC member votes on any hatter shall require an affirmative vote in interest by LLC members of LLC Unit in excess of 50% of the outstanding total to pass or approve the motion, resolution, or otherwise take action by the LLC members. For example, if there are 1000 LLC Units outstanding, a vote of 501 LLC Units in favor of a resolution is required for its passage unless the resolution involves a matter for which this operating agreement or state law requires a higher percentage. d. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if Members with the percentage of votes (per LLC units) sufficient to approve the action pursuant to the terms of this Agreement resolve thereto in writing and the writing or writings are filed with the LLC records of actions taken by Members. In no instance where action is authorized by written resolution shall it be required that a meeting of Members be called or notice be given; however, upon passage, a copy of the action taken by written resolution of the members shall be sent promptly to all LLC members, e. Meetings of Members may be called by any LLC member, or members, collectively holding 25% or more of the outstanding LLC Units upon seven (7) days written notice to the other LLC members. Notice of a meeting called for hereunder may be made by standard US. mail, electronic mail, or facsimile transmission and shall contain the time, place, and purpose of such meeting. A quorum for any action to be taken at a meeting of LLC members shall be LLC members present (in person, via telephone, or by proxy) holding more than 50% of the LLC Units. Any Member may through a written instrument waive the right to receive prior notice of a meeting of the Members as described herein, f. Notwithstanding any other provision of this Agreement, the following actions shall require a Supermajority vote in interest of the LLC members: 1. any merger, consolidation or other business combination; 2. sale or other disposition of substantially all the assets of the LLC; 3. filing of a petition or commencing other proceedings seeking reorganization; liquidation, arrangement or other similar relief under any federal or state law relating to bankruptcy insolvency; 4. the amendment or modification of any provision of this Agreement; 5. the issuance of additional LLc. Units (other than those issued pursuant to the founding of the LLC as set forth in Section 3.1 of this operating agreement) to any Member or other party including any other individual, trust, estate, corporation, partnership, limited liability company or any other incorporated or unincorporated entity ("person") permitted to be a member of a limited liability company under the Act; 6. the removal of any Member; 7. the decision to appoint managers for the LLC under Article IV hereof. Section 3.6 Power to Bind the LLC. No LLC member or group of members acting in their individual capacity --separate and apart from action as LLC members pursuant to this operating agreement --shall have any authority to bind the LLC to any third party with respect to any matter. Section 3.7 Members who are not individuals. Bach Member who is an artificial entity or otherwise not an individual hereby represents and warrants to the LLC and each Member that such Member is: (a) duly incorporated or formed (as the case may be), (b) validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, and (c) has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Section 3.8 Tax Matters Partner. Michael Josh Paterson is hereby designated as the Iles "Tax Matters Partner" under Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended (the "Code"), and shall have all the powers and responsibilities of such position as provided in the Code and the Treasury Regulations thereunder. The LLC members may remove or replace the Tax Matters Partner by a vote of the majority in interest. ARTICLE IV MANAGEMENT Section 4.1 Management of the LLC. This LLC shall be managed by its members; however, the LLC members reserve the right to appoint managers, who may also be members, at a later date. ARTICLE V CAPITAL STRUCTURE Section 5.1 Capital Structure. The capital structure of the LLC shall consist of one class of LLC Units each having equal rights under all provisions of this operating agreement. Section 5.2 LLC Units. 1000 LLC Units shall be issued to the Members, as set forth in Section 3.1 hereof, as part of the initial funding of the LLC; however, additional LLC units may be issued pursuant to a Supermajority Vote in interest of LLC Members. Section 5.3 Capital Contributions. a. Each Member shall contribute or shall have contributed, as an initial capital contribution ("Initial Capita] Contribution") to the LLC the amounts set forth below. Member Name Justin Caruso Danielle Caruso Initial Capital Contribution $25,000 $25,000 Andre E.spren,ger $5:00,000 a. The Members shall complete their initial capital contributions to the capital contributions to the LLC within 45 days of the date of this agreement unless another date is agreed upon in writing by all the LLC Iembers. Any Member who fails to make the required initial capital contribution as set forth in this paragraph shall indemnify all other Members of the LLC for any losses or expenses (including reasonable attorney's fees) that are caused by the failure to make the initial capital contribution as set forth herein. Section 5.4 Additional Capital Contributions. Members may make additional capital contributions but shall not be required to do so. Section 5.5 Raising Additional Capital. Additional capital may be raised by the L L C through sales of new LLC Units pursuant to an affirmative Supermajority Vote in interest of LLC Members, see Section 5.2 above. Any Member resolution authorizing the raising of additional capital through the sale of LLC Units shall state, in reasonable detail, the purposes and uses of such additional capital and the amounts of additional capital required. Section 5.6 No Withdrawal Of Capital Contributions. Except upon the dissolution and liquidation of the LLC as set forth herein, no Member shall have the right to withdraw its capital contributions. Furthermore, no interest shall be paid upon any member's capital account. Section 5.7 Maintenance of Capital Accounts. An individual capital account shall be maintained for each LLC Member consisting of the member's capital contributions and (1) increased by that member's share of LLC profits, (2) decreased by that member's share of LLC losses, and (3) further adjusted as required or allowed by the Internal Revenue Code (Title 26 of the United States Code) and / or all published Treasury Regulations (Title 26 of the Code of Federal Regulations). In all cases, the capital accounts of the members shall be accounted for in accordance with the Internal Revenue Code (Title 26 of the United States Code) and or all published Treasury Regulations (Title 26 of the Code of Federal Regulations). ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS Section 6.1 Allocations to Capital Accounts. Except as may be required by the Internal Revenue Code (Title 26 of the United States Code) or the Treasury Regulations (Title 26 of the Code of Federal Regulations) or this Operating Agreement, net profits, net losses, and other items of income, gain, loss, deduction and credit of the LLC shall be allocated among the Members ratably in proportion to each Member's LLC Unit Percentage. Fo r example, if a Member has an LLC Unit Percentage of 45%, he or she shall be allocated 45% of all profits or losses (and other allocation items) for any given tax year. a. Notwithstanding the foregoing, no item of loss or deduction of the LLC shall be allocated to a Member to the extent such allocation would result in a negative balance in such Member's capital account if other Members then have positive balances in their capital accounts. Such loss or deduction shall be allocated first among the Members with positive balances in their capital accounts in proportion to (and to the extent of) such positive balances and thereafter to Members in accordance with their Unit Percentages. Section 6.2 Tax Allocations. In the case of any special tax allocations allowed under the Internal Revenue Code or Treasury Regulations, the method of allocation and formula determined by the Tax Matters Partner shall be followed so long as it complies with state law, the Internal Revenue Code, the Treasury Regulations, and fairly treats each Member. The method of tax allocation selected by the Tax Matters Partner shall be presumed to be "fair to all the members" and any Member or party challenging said allocation on these grounds shall bear the burden of proof. Section 6.3 Distributions. The LLC Members, by resolution issued pursuant to this agreement, may make distributions to the Members from time to time in amounts it deems appropriate; however, no distribution shall be declared or made if, after giving it effect, the LLC would not be able to a its debts as they pay become due in the usual course of business or the LLC's total assets would be less than the sum of its total liabilities. Section 6.4 Family Partnership Savings Provision. Notwithstanding anything in this Operating Agreement to the contrary, should any provision of this Operating Agreement, or any act of the parties, result in violation of the family partnership provisions of Internal Revenue Code Sec. 704(e) (as amended) or the regulations and cases thereunder, the Members may amend this Agreement, or take any other actions reasonably necessary to prevent or correct such violation. ARTICLE VII TRANSFERS of UNITS; WITBDRAWAL, DEATH, REMOVAL OF MEMBER Section 7.1 Transfer of LLC Units. No Member shall have the right to sell, convey, assign, transfer, pledge, grant a security interest in or otherwise dispose of al. l or any part of its LLC Units other than as follows: a. Only upon the following conditions may an LLC Member assign, pledge or grant a security interest in its LLC Units: (a) the assignment, pledge or security interest shall not entitle the assignee,pledgee or security i • � in p � y interest holder to participate the management and affairs of the LLC, to become a Member, nor to vote the Member's LLC Units and (b) such assignee, pledgee, or security interest holder is only entitled to receive the distributions the Member would otherwise be entitled to absent the assignment, pledge, or security interest. b. To another LLC Member. Members may freely sell, convey or otherwise transfer their LLC Units to another Member without prior approval of the LLC Members. c. To non—LLC Members. Subject to other provisions in this section, no Member shall be entitled to sell, convey or otherwise transfer its LLC Units to a non—LLC Member without a prior affirmative Supermajority aj ority vote in interest of LLC Members. Prior to the vote of LI,C Members upon a proposed sale, the Member seeking authorization of the sale or transfer of its L L C Units shall provide all other LLC Members with written documents detailing the exact terms of the proposed sale. d. Creditors and spouses of Member, Creditors of a member cannot vote a member's LLC units nor in any way assume ownership or management rights of a member in the LLC. At most, a creditor of a member is entitled to seek a court order attaching distributions made by the LLC on account of the member's LLC membership interest. A spouse or former spouse of a member stands in the same position as a creditor of a member under this agreement, Section +7.2 Withdrawa[ of Member. a. Members shall have the unilateral right to resign or withdraw at any time from the LL. b. A Member is required to give thirty (30) days written notice to each of the other LLC Members to initiate a withdrawal. In this notice, the withdrawing Member shall state an effective date for his or her withdraw and said date must be at least thirty (30) days after delivery of notice to all other LLC members and be the last day of a month (i.e., the 30th or the 31st). Upon receipt of said notice, the p LLC Members shall promptly take any vote required under this agreement for withdrawal of a Member and, if the vote is in a sufficient affirmative percentage as called for under this agreement, the remaining LLC members shall cause a reasonably prompt preparation of financial statements for the LLC as of the effective date of withdrawal for said Member, c. Upon withdrawal, the withdrawing Member shall receive, in exchange for his or her LLC Units, the Withdrawal Compensation Amount to be paid within 1 year of the effective date of the Member's withdrawal. d. The "Withdrawal Compensation mount" is defined herein as 100% of the withdrawing member's capital account. e. Should the LLC fail to perform upon its obligations under this section to make payments to a withdrawing Member when due, the LLC shall, in addition to any other remedies the withdrawing Member may possess, be liable to the withdrawing Member for interest upon the amount of any deficiency at the rate of 7% per annum (compounded annually) computed from the date that said deficient payment was due to the withdrawing Member under this agreement. f. Any withdrawing LLC member possessing a negative capital account upon the effective date of withdrawal shall have a duty to repay the negative balance of his or her capital account to the LLC upon withdrawal. g. Upon withdrawal, the withdrawing Member shall have no continuing obligations to the LLC other than pursuant to state law, this Agreement or other applicable laws or such obligations as expressly assumed by such Members. h. A withdrawing Member shall retain the right to vote as an LLC member up until the effective date of his or her withdrawal, at which time, the withdrawing Member's LLC Units shall be considered transferred back to the LLC and the person who has withdrawn shall no longer be considered a member of the LLC. If a withdrawing Member was also a "manager" of the LLC, the withdrawing Member shall resign as a manager immediately upon giving notice of to the other LLC members of his or her intent to withdraw. Section 7.3 Death Of Member. a. Upon the death of a Member, the remaining LLC members shall cause a prompt preparation of financial statements for the LLC as of the end of the month in which the Member died which shall be the effective date of death for the deceased Member for accounting purposes under this agreement. For purposes of this section, if LLC Units are titled in the name of a revocable trust, tile trustee of said revocable trust shall be treated as the Member. b. The estate o►f the deceased Member (or his revocable trust if the LLC Units were so titled) shall receive, in exchange for his or her LLC Units, the Death Compensation Amount to be paid within 2 years of the effective date of the Member's death. The payments shall be made in two equal installments payable at the annual anniversary of the effective date of death with no interest being due nor owing upon the outstanding amount. c. The "Death Compensation Amount" is defined herein as an amount agreed upon between a majority in interest of the remaining LLC members and the estate of the deceased Member (or his or her revocable trust should the LLC Units been titled in its name) as the fair market value of the deceased Member's LLC Units. Should the parties be unable to agree upon a value for the deceased Member's LLC Units, they shall the e a declaratory judgment petition with a court having jurisdiction where the LLC's principal place of business is located and ask the court determine the fair market value of the deceased Member's LLC Units should the enterprise be sold on the open market, between a willing buyer and a willing seller, in a commercially reasonable manner upon the effective date of death. d. Should the LLC fail to perform upon its obligations under this section to make payments to a deceased Member's estate or revocable trust (as the case may be) when due, the LLC shall, in addition to any other remedies may possess, be liable to the estate of the deceased Member (or his or her revocable trust, as the case may be) for interest upon the amount of any deficiency at the rate of 7% per annum (compounded annually) computed from the date that said deficient payment was due under this agreement. e. Upon death, the estate of the deceased Member (or his or her revocable trust, as the case may be) shall have no continuing obligations to the LLC other than pursuant to state law, this Agreement or other applicable laws or such obligations as expressly assumed by said Member. Section 7.4 Removal Of Member. a. A Member may be involuntarily removed from the LLC only under either of the following circumstances: (1) the Member is required to provide services to the LLC (as reflected in Attachments to this agreement), said Member is not substantially performing the promised services, and a Supermajority vote in interest ofl,LC Members for removal or (2) the Member has defaulted upon its obligations under this agreement to make capital contributions (or loans) to the LLC. b. In the case of a removal for failure to perform required services, 60 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 60 days for unsatisfactory performance of required services and detail specific instances or tasks that were allegedly not satisfactorily performed, The other LLC Members shall then give the Member in question a good faith opportunity to cure the deficiencies in performance of services prior to the vote of removal. The period of this good faith opportunity to cure need not extend beyond 60 days. If the Member in question completes a cure within 60 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn. c. In the case of a removal for failure to make required capital contributions, 30 days prior to any vote to remove, the other LLC Members shall cause a notice to be issued to the Member in question stating that they shall bring to a vote of the LLC Members a motion to remove said Member within 30 days for non—payment of required capital contributions. The Member in question shall then have 30 days within which to cure the default which shall consist of making all required capital contributions plus 7% per annum interest (compounded annually) upon the amount of any deficiency computed from the date said contribution was dire to be made to the LLC. If the Member in question completes this cure within 30 days of receiving the aforementioned notice, then the motion pending before the LLC Members for removal shall be withdrawn and the Member in question shall, henceforth, be consider in good standing. d. If, after complying with the above notice and cure provisions, an affirmative vote of Supermajority vote in interest of LLC Members is made to remove the Member in question, then, as of that moment, this person shall no longer be entitled to exercise any rights, powers or privileges of a Member and his or her LLC Units shall be considered redeemed by the LL. e. Upon the affirmative Supermajority vote in interest of LLC Members to remove a Member} the remaining LLC members shall cause a prompt preparation of financial statements for the LLC as of the end of the month in which the resolution was passed by the LLC Members removing said Member and this shall be the effective date of removal for the Member for accounting purposes only under this agreement. f. The removed Member shall receive in exchange for his or her LLC Units the Removal ompensation Amount to be paid within 1 year of the effective date of the Member's removal. g. The "Removal Compensation Amount" is defined herein as 100% of the removed member's capital account. h. Should the LLC fail to perform upon its obligations under this section to make payments to a removed Member when due, the LLC shall, in addition to any other remedies may possess, be liable to the removed Member for interest upon the amount of any deficiency at the rate of 7% per annum (compounded annually) computed from the date that said deficient payment was due under this agreement. Section 7.5 Forced Buy -Sell Notwithstanding any other provision in this Agreement, in the event any party decide that the Company should be dissolved and the assets of the Company liquidated and such other party desires to continue the business of the Company, the party desiring to dissolve the Company shall have the right to elect to establish a price and such other terms as it determines desirable for its Units hi the Company, which the electing party would be willing to either: (a) buy the Units of the non -electing party; or (b) sell its Units to the non -electing party. The non -electing party shalt have twenty (20) days from the date it receives Notice of such election from the electing party to notify the electing party whether the non�clecting party chooses to sell its Units to the electing party or buy the Units of the electing party on the terms and conditions offered. The party that elects to become the purchaser of the other party's Units shall have one hundred twenty (120) days to close on the purchase of such Units. The purchasing party, shall cause the selling party, as a condition of such purchase, to be released from any guaranty obligations with respect to obligations of the Company, or if such a release is not possible, provide an indemnity reasonably acceptable to selling party with respect to any remaining guaranty obligations. Should the purchasing party be unable to close on such purchase in a timely manner, the selling party shall have the right to extend the closing period for such purchase or elect to become the purchaser of the Units, on the same terms. This Section shall be binding upon the respective successors and heirs of the members. ARTICLE VIII DISSOLUTION OF THE COMPANY Section 8.1 Dissolution. The LLC shall be dissolved upon the occurrence of the following event (hereinafter, a "Liquidation Event"): a Supermajority vote in interest of Members to dissolve the LLC. Despite any provision of state law to the contrary, no other event --including (but not limited to) the withdrawal, removal, death, insolvency, liquidation, dissolution, expulsion, bankruptcy, or physical or mental incapacity of a Member --shall cause the existence of the LLC to terminate or dissolve. Section 8.2 Liquidation. a. Should a Liquidation Event occur, the LLC shall then be liquidated and its affairs shall be wound up --including preparation of final financial statements and an accounting --by (or at the direction of) the LLC Members. All proceeds from the liquidation shall be distributed in accordance with state law, and all LLC Units shall, thereafter, be canceled. Distributions to the Members shall be made in accordance, and proportion, with the Members' relative Capital Account balances. b. Final distributions to Members shall not be made until all liabilities have been satisfied and any contingent claims against the LLC have been resolved. c. Upon the completion of the liquidation and distribution of the LL's assets, the Ike shall be terminated and the Managers shall cause the Company to execute and file a certificate of cancellation in accordance with state law. ARTICLE IX Exculpation of Liability: Indemnification Section 9.1 Exculpation of Liability. Unless otherwise provide by law or expressly assumed, a person who is a Member or Manager, or both, shall not be liable for the acts, debts or liabilities of the LLC to third—parties--i.e., persons other than the LLC or LLC Members. Section 9.2 Indemnification. Except as otherwise provided in this Article, the LLC shall indemnify any Member or Manager (and may indemnify any employee or agent) of the LLC who was or is a party or is threatened to be made a party to a potential, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by or in the right of the LLC, by reason of the fact that such person is or was a Member, Manager, employee or agent of the LLC. Indemnification shall be limited to expenses, including attorney's fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if, and only if, the person acted in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances. For persons other than Members or Managers of the LLC, indemnification shall only be made after an affirmative vote of a majority in interest of LLC Members. ARTICLE X MISCELLANEOUS EOUS Section 10.1 Amendment of Operating Agreement. This Agreement may be amended by, and only by, a written resolution setting forth in detail the amendment and signed by sufficient Members to reflect a Supermajority ority vote interest of LLC Members in favor of said amendment. Section 10.2 Successors. This Agreement shall be binding as upon all successors in interest of the Members rs h i ch includes, but is not limited to, executors, personal representatives, estates, trustees, heirs, beneficiaries, assignees, nominees, and creditors of the Members. Section 10.3 Counterparts. This Agreement may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart. Section 10.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Each Member, by signing this agreement, hereby submits to personal and subject matter jurisdiction in the State of Colorado of any dispute between or among the Members, the LLC, and the LLC Managers connected to or regarding the business of, or investment in, the LLC. Section 103 Severability; i l it ; Standard for Interpretation. If it shall be determined by a court or other competent b o d that any provision or wording of this Agreement shall be invalid or unenforceable under state or other applicable law, such invalidity or unenforceability l ity shall not invalidate the entire Agreement. Whenever two or more interpretations of the provisions or wording of this Agreement shall be possible, the interpretation or construction which leads to the enforcement and validity of any provision of this Agreement shall be favored and deemed to be the intended interpretation of the parties to this Agreement. Member Member _Tat gaga Date: December 23, 2021 Danielle Caruso Date: December 23, 2021 Andre Esprenger Date: December 23.2021 LISTING of MANACERS The undersigned hereby agree, to serve as managers for the SALT AND ACRES LLC I s Each Manager shall have full, exclusive and complete right, power, authority and discretion to manage and control the business and affa i rs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to conduct the business and accomplish the purposes of the Company. 2. The Managers shall have the power and authority to execute any document or instrument for and on behalf of the Company in any matter necessary, desirable, convenient or incidental to the purposes of the Company. The Managers may delegate power and authority to any Person, including any person appointed as an officer of the Company, to execute any documents or instruments for and on behalf of the Company, in which case the signature of the Board of Managers shall not be required. Member Jtati Caruse Member imisp _ Date: December 23, 2021 Danielle Caruso Date: December 23 202 Andre Esprenger Date: December 3.?071 industry Member Information Report Date: 3/14/2022 5:36:50PM Original Application 03/14/2022 Submitted Date Original Application Tracking Number Application Type Application Status EIN Company Name Premises Address Premise Contact Name Premise Phone Number 2022 -WINE -00296-O Application for Winery Operations Review in Process 87-1984323 Salt & Acres 9490 COUNTY ROAD 25 FORT LUPTON, Co 80621 Application Contact Full Name justin caruso Business Name Address/City/State/Zip 9490 County Road 25 fort lupton CO 80621 Phone/Fax 303 -895 -152V -- Email Justin@saltandacres.com Mailing Address Full Name Business Name Address/City/State/Zip justin caruso 9490 County Road 25 fort lupton CO 80621 Phone/Fax 303 -895 -152V -- Email justin@saltandacres.com APPLICATION TYPE Bonded Winery - Full Operations CHECKED DEA/OPERATING NAME Doing Business As / Operating Name Salt & Acres By checking this box I certify that the Doing Business As / Operating Name listed above has been registered with my county or state, if applicable DECLARE AND ACKNOWLEDGE CHECKED ** SENSITIVE BUT UNCLASSIFIED ** FOR OFFICIAL USE ONLY Report Date: 3/14/202 5:36:50P M I declare under penalties of perjury under the laws of CHECKED the United States of America, that I have examined this application, including accompanying statements, and to the best of my knowledge and belief, it is two, correct, and complete. Declaration Date 03/14/2022 ENTITY INFORMATION Business Name EIN Salt & Acres 87-1984323 OWNER BACKGROUND INFORMATION Has any shareholder with more than 10% voting stock, No sole owner, general partner, LLC member/manager, or corporate officer or director voting stock ever been denied a permit, license, or other authorization to engage in any business to manufacture, distribute, import, sell, or use alcohol products (beverage or non -beverage) by any government agency (federal, state, local, or foreign) or had such a permit, license, or other authorization revoked, suspended, or otherwise terminated? Has any shareholder with more than 10% voting stock, sole owner, general partner, LLC member/manager, or corporate officer or director ever been arrested for, charged with, or convicted of any crime under federal, state, or foreign laws other than traffic violations or convictions that are not felonies under federal or state law? REASON FOR THE APPLICATION Change of Proprietorship - Ownership Date of Change Permit Number(s) of Predecessor Registry Number(s) of Predecessor Name of Predecessor Address of Predecessor City of Predecessor State of Predecessor Zip Code of Predecessor WINERY INFORMATION Describe your proposed operation and/or production process List the types of products you plan to produce/store, including alcohol content No CHECKED 03/01/2022 CO -W-15047 BWN-CO-15043 River Garden Winery LLC doing business as River Garden Winery 9378 County Road 25 Fort Lupton Co 80621 onsite vineyard and Winery, with onsite tasting room Produce and store Wine. ranging from 10-13% ** SENSITIVE BUT UNCLASSIFIED ** FOR OFFICIAL USE ONLY Report Date: 3/14/2022 5:36:50PM Total number of gallons you anticipate producing/storing each year I certify that I AM required to provide a bond Describe the entire tract of land by using directions and distances in feet and inches Describe each wine premises building: provide size (using distances and directions), construction, use of building, and location of doors and windows Describe the wine premises security Is your winery in a residential building? Describe where and how any taxpaid wine will be stored and identified Will you be alternating? Describe any part of your process that will include the addition of spirits Describe any other operations, if any, that will take place on the premises and what type of equipment will be used if you are producing a volatile fruit -flavor concentrate provide a step by step description of your process. If you are applying as a bonded wine cellar or taxpaid wine bottling house, may TTB identify you as such to the general public upon request? REQUIRED UIRED DQCUIVIENT CHECKLIST Document Type Method of Submission Document Received Document Type Method of Submission Document Received Document Type Method of Submission Document Received WINE BOND Bond kind 500 CHECKED 45 Acres of land. Roughly 1,400 feet along the north and South property lines. 1,300 feet along the East and West property line. The wine premises is roughly 4500 SF. Located on the north west portion of the property. Construction of a concrete, wood structure. At grade floor consisting of dock door, will house production, storage on equipment related to productic of wine. Upper floor consisting on mainly tasting room, restrooms and equipment related to serving product. The property is full secured by gates, lock and key, security cameras and onsite personal. No The Main floor cellar will house all product and be categorized. No public access to this area. No Any Spirits will be purchased through a distribution company and will be house in a separate secured closet. none none Not Applicable Diagram Uploaded undefined Bond Form Uploaded undefined Lease Agreement or Proof of Property Ownership Uploaded undefined Original Effective Date of Bond (must be on or before date of 03/01/2022 TTB approval) Bond coverage - operations ($) 0 ** SENSITIVE BUT UNCLASSIFIED " FOR OFFICIAL USE ONLY Report Date: 3/14/2022 5:36:SOPM Bond coverage - deferral ($) Bond coverage — total penal sum Select bond category Enter execution date 0 0 Cash 03/01/2022 ** SENSITIVE BUT UNCLASSIFIED ** FOR OFFICIAL USE ONLY I' LEASE AGREEMENT by and between 45 ACRES LLC as Landlord and SALT & ACRES LLC as Tenant Effective Date: March 1, 2022 Landlord Initials: Tenant Initials: 01464128.1. Retail Lease Agreement THIS RETAIL LEASE AGREEMENT ("Lease") is entered into to be effective as of the 1' day of March, 2022 ("Effective Date"), by and between 45 ACRES LL ('landlord") and SALT AND ACRES, a Colorado Limited Liability Company ("Tenant")1 Recitals A. Landlord is the owner of certain real property located in the City and County of Weld, Colorado (the "Building"). B. Tenant desires to lease from Landlord certain space on the property, pursuant to the terms, covenants and conditions hereof, Agreement NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed by the parties hereto, Landlord does hereby let and lease unto Tenant the Premises, said Lease to be upon the following terms and conditions: ARTICLE 1 Basic Lease Terms Section 1.1 Basic Lease Terms. Each reference in this Lease to the "Basic Lease Terms" shall mean and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining articles of this Lease. Center: Premises Address: Premises: Outdoor Area: Condition of Premises: Permitted Use: Landlord Initials; Tenant Initials: The single building that has the addresses of 9490 County Road 25, Fort Lupton, CO 80621, comprising an estimated total square footage of 4,500 square feet. 9490 County Road 25 Fort Lupton Colorado 80621 That certain space having approximately 4,500 square feet of rentable floor area ("Floor Area"). If applicable, set forth in Section 20.21 of the Lease, Except as otherwise specifically provided in this Lease, Tenant shall accept the Premises in "AS -IS WHERE IS" condition on the Lease Commencement Date, and Landlord shall have no obligation to improve, alter, remodel or otherwise modify the Premises prior to Tenant's occupancy. Tenant's permitted use of the Premises shall be the operation of a vinyard and restaurant with table service and, at Te n ant' s option, a related bar, or any other lawful purpose approved by Landlord. In addition to the foregoing permitted use, items may be produced in the Premises for consumption on -site and sold at retail (collectively, "Goods"). Tenant Rent Commencement Date: Initial Term: Extension Terms: Base Rent: Percentage Rent: Additional Rent: Landlord Initials: Tenant Initials: may also utilize the Premises for the retail sale of general merchandise bearing the logo of the business operated by Tenant in the Premises ("Merchandise"). Tenant shall be subject to the Restaurant Provisions contained in Exhibit J hereto. The Permitted Use will not conflict with any exclusive use granted by Landlord to any other current or future tenant at the Center, (the current list of which exclusive uses is attached as Exhibit E to this Lease). Exclusive Use: Provided that no uncured default by Tenant has ever occurred under any term or provision contained in the 1 Peso and no condition exists which with the passage of time or the giving of notice or both would constitute a default by Tenant, and provided further that no sublease of the Premises or assignment of the Lease has ever occurred, Landlord shall not sell or lease any space in the Center to a buyer or a tenant, excluding tenants of the Center as of the Effective Date, whose "Primary Use" is defined as a pizzeria restuatant. Lease Commencement Date: The date on which Landlord delivers possession of the Premises to Tenant "AS -IS" as set forth in Exhibit II, Paragraph 1 hereto. The Rent Commencement Date shall be May 1 2022. The Initial Term of this Lease will commence on the Rent Commencement Date and expire on the date that is the last calendar day of the 6O6' full month following the Rent Commencement Date ("Expiration Date"). Tenant has the option to extend the Initial Term for two (2) periods of five (5) years each., pursuant to Exhibit G. Base Rent during the Extension Term will be payable as set forth in Exhibit G. The monthly Base Rent Payable by Tenant, commencing on the Rent Commencement Date and continuing through the Expiration Date, shall be as follows: Lease Year Anual Rent PSF Monthly Base Rent* 1$t Lease Year 2"d Lease Year 3rd Lease Year 4th Lease Year 5th Lease Year $35,00 $35.0►0 $35.00 $35,00 $35.00 $13,125.00 $13,125.00 $13,125.00 $13,125.00 $13,125.00 *Tenant shall also pay Tenant's Pro Rata Share of Operating Expenses as provided in Section 4.3 of the Lease. Not applicable. Tenant's Pro Raw Share shall be the quotient obtained by dividing the total Floor Area o I'f the Premises by the total square footage or the Center. For the purposes hereof, the Floor Area of the Premises shall be determined 2 using the following methodology: (1) to the building outside face of exterior wails; (ii) to the center line of demising walls; and (iii) to the corridor side or outside face of any other walls. Tenant's initial Pro Rata Share is 100%. It is estimated that Tenant's payment will be $5.25 per square foot during the first lesae year. Operating Expenses: Security Deposit: Guaranty: Tenant Improvement Allowance: Contingency: Landlord Initials: , Tenant Initials: Lease Year Initial NNN Monthly Additional Rent 1st Lease Year 2''d Lease Year 3rd Lease Year 4th Lease Year 5th Lease Year $5.25/sf $5.25/sf 5.251sf $5.25/sf $5.25/sf $1,96875 $1,96835 $1,968.75 $ I,968.75 1,968.75 Tenant shall pay Landlord its Pro Rata Share of monthly Operating Expenses at the Center during the Term in accordance with Section 4.3 of the Lease. Tenant shall not be required to pay to Landlord any Security Deposit. During the Term, as it may be extended, Andre Esprenger shall personally guaranty the obligations under this Lease in accordance with the form of Guaranty attached hereto as Exhibit f. Not Applicable. Tenant may terminate this Lease if it is unable to obtain the necessary and required federal liquor licensing, state liquor licensing, required building and signage permits and approvals to operate a tap room/brewery restaurant serving alcohol (collectively, the "Approvals"). The Tenant shall be obtaining such Approvals through a separate Membership Interest Purchase Agreement between the Tenant and the Landlord. Tenant will diligently pursue obtaining such Approvals, and provide copies of all Approvals to Landlord by no later than June 1, 2022 ("Approval Date"). If Tenant is unable to obtain the Approvals by the Approval Date, Tenant may provide Landlord with written notice of Tenant's failure to obtain the Approvals ("Termination Notice"), at which time this Lease shall become null and void as to all obligations of Tenant and Landlord, except for Tenant's obligations to pay the Landlord's Costs (as hereinafter defined) and Tenant shall forfeit and Landlord shall be entitled to retain the Security Deposit ("Tenant Contingency Obligations"), If Tenant fails to deliver a Termination Notice by the Approval Date, Tenant shall be deemed to have automatically waived its right to terminate this Lease for failure to obtain the Approvals by the Approval Date. Upon receipt of the Termination Notice, or Landlord's exercise of its right to terminate the Lease as provided herein, Landlord shall calculate its fees, costs and expenses incurred by Landlord in Landlord's efforts to accommodate Tenant under the terms and conditions of this Lease, including but not 3 limited to (i) any portion of the Tenant Improvement Allowance paid to the Approved Contractor (as defined in EN h i h i t C) under the terms and conditions set forth in Exhibit C to the Lease (ii) expenses and costs to return the Premises back to the original condition prior to commencement of Landlord's Work and Tenant's Work and (iii) Landlord's Broker (as hereinafter defined) fees and attorneys' fees (collectively, "Landlord's Costs"). Within ten (10) days after receipt of the Termination Notice, Landlord shall deliver a written notice to Tenant of Landlord's Costs ("Landlord's Notice") which shall require Tenant and Guarantor, jointly and severally, to reimburse Landlord for the Landlord's Costswithin fifteen (15) days after receipt of Landlord's Notice. In addition to the foregoing, if the Approvals have not been obtained by Tenant within fifteen (15) days following the Approval Date, then Landlord shall have the right to terminate this Lease by written notice to Tenant within ten (10) days thereafter, whereupon this Lease shall be deemed null and void as to all obligations of Tenant and Landlord, except for the obligations of Tenant to meet the Tenant Contingency Obligations. Notwithstanding anything to the contrary contained herein, within thirty (30) days after the Effective Date, and on each and every Friday thereafter until all the Approvals are obtained by Tenant, Tenant shall provide Landlord with written updates regarding Tenant's progress in obtaining the Approvals. Tenant's Federal EIN: 87.-1984323 Addresses for Notice: Landlord: 45 ACRES LLC 9378 County Road 25 Fort Lupton, Colorado 80621 Tenant: at the address of the Premises, Section 1.2 Definitions, Except as otherwise defined herein, each of the above -captioned terms shall have the meaning set forth next to such term. ARTICLE 2 Premises Section 2.1 Leased Premises. Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the Premises. Section 2.2 Landlord's.Work. k. Except as otherwise specifically provided herein, Tenant shall accept the Premises in "AS -IS WHERE IS" condition on the Lease Commencement Date, and Landlord Landlord Initials: Tenant Initials: 4 shall have no obligation to improve, alter, remodel or otherwise modify the Premises prior to Tenant's occupancy. Section 2.3 Tenant's work. Tenant will have the right to remodel, change anything need for tenants business. ARTICLE Term; Renewal Option Section 3.1 General. The term of this Lease shall extend for the period set forth in Section 1.1 under "Initial Term" and Section 3,2 unless extended or sooner terminated as provided herein. The Initial Ten -n and any Extension Terms (defined in Exhibit ) are sometimes collectively referred to herein as the "Tenn." Except as otherwise specifically stated in this Lease or in any subsequent amendment thereof, the terms and conditions of this Lease shall remain in effect following any extension, renewal or holdover of the Term. Section 3.2 Lease Years. For the purposes hereof, the Initial Term shall consist of a series of approximately five (5) lease years (each a "Lease Year" and collectively the "Lease Years"), as follows: (a) The first Lease Year ("First Lease Year") shall consist of a year (slightly longer than a calendar year, if the Rent Commencement Date falls on a day other than the first day of a calendar month) commencing on the Rent Commencement Date and expiring at the close of the last day of the twelfth (12th) full calendar month following the month in which the Rent Commencement Date falls, (b) The Second Lease Year shall commence on the first day of the calendar month next following the month in which the First Lease Year expires, and shall expire twelve (12) months thereafter at the close of one calendar year ("Second Lease Year"). (c) Each Lease Year thereafter shall commence on the first day of the calendar month next following the month in which the prior Lease Year expires, and shall expire twelve (12) months thereafter (each Lease Year to be referred to by its number, e,g., "Third Lease Year"). (d) The Fifth Lease Year will conclude on the Expiration Date. Section 3.3 Extension Terms. Tenant shall have the option to extend this Lease for two (2) periods of five (5) years each pursuant to the provisions set forth in Exhibit of this Lease. Such options shall operate to extend this Lease upon the same terms and conditions as provided herein, except for the amount of Base Rent, which shall be determined as set forth in Exhibit G. ARTICLE 4 Rent and Operating Expenses Section 4.1 Base Rent. From and after the Rent Commencement Date, Tenant shall pay without deduction, offset, counterclaim, notice or demand, unless such deduction or offset is expressly p' y allowed hereunder or such demand is expressly required hereunder, the Base Rent. Base Rent shall be due and payable in equal monthly installments, in advance on the first day of each month during the Term. If the Rent Commencement Date occurs on a day other than the first day of the month, the first installment of Base Rent shall include rent for the fractional portion thereof All monetary obligations of Tenant to Landlord ender this Lease, including Base Rent, Percentage Rent and Tenant's obligations to pay Operating Expenses as more fully described herein, constitute "Rent" under this Lease. Tenant's covenant to pay Rent is an independent covenant. If Landlord shall at any time or times accept Rent to which Landlord is S Landlord Initials: Tenant Initials: entitled hereunder after the same shall become due and payable, such acceptance shall not excuse a delay upon subsequent occasions, or constitute or be construed as a waiver of any or all of Landlord's rights hereunder. Tenant's obligation for the payment of Rent shall survive the expiration or sooner termination of this Lease. • Section 4.2 perati nu Expenses. (a) Payment of Operating Expenses. During the Term beginning on the Rent Commencement Date, Tenant shall pay to Landlord, in addition to the Base Rent and Percentage Rent Tenant's Pro Rata Share of all Operating Expenses (as hereinafter defined) incurred during each calendar year during the Term, as Additional Rent (as defined in Section 15.1(a)). (b) 0lerjating � x eases Der:ined. For the purposes hereof, "operating Expenses" shall mean all costs of any kind paid, reserved, or incurred by Landlord in operating, managing, cleaning, equipping, protecting, lighting, repairing, replacing, and maintaining the Building (including the Common Facilities), including by way of illustration but without limitation, all of the following: i Real Property Taxes (as defined in Section 4,3(e)Xv)); (ii) Insurance Expenses (as defined in Section 11.2); (iii) Utilities charges (as provided in Section 9.3); (iv) (A) the cost of providing, managing, maintaining, and repairing all structural and non-structural portions and components of the Building, including mechanical systems, life safety systems, security systems (if any), parking areas, sidewalks, curbs, seasonal decor, lighting, HVAC systems, plumbing, and all other utilities, to the extent that the same do not exclusively serve the Premises (for which expenses Tenant shall be solely responsible); (B) to the extent that Landlord incurs any costs or expenses otherwise falling within the definition of Operating Expenses but that relate to mechanical systems, life safety systems, security systems (if any), HVAC systems, plumbing, and other utilities that exclusively serve the Premises, the same shall not be included in the amount of Operating Expenses that are allocated to all tenants of the Building but shall be allocated entirely to Tenant, and vice versa. (v) the cost of repairs and general maintenance of all landscaping, signs and trash removal at the Building; (vi) the management fee of the Property Manager for the Building; (viii the cost of business licenses and similar taxes for the Building; (viii) the cost of snow removal from the Building; (ix) any costs or fees (other than Real Property Taxes) imposed, assessed or levied against the Building pursuant to any applicable laws; (x) any charges which are payable by Landlord pursuant to a service agreement, if any, with a third party for services provided directly to the Building; 6 Landlord initials: Tenant Initials: (xi) the reasonable costs of contesting the validity or applicability of any governmental enactment which would increase Operating Expenses, which costs shall not exceed the monetary reliefto be obtained from such enactment over the balance of the Term; (xi i0 personal property taxes and the cost of depreciation or the rental expense of personal property used in the maintenance, operation, and repair of the Building; and (xiii) expenses payable by Landlord pursuant to the provisions of any recorded covenants, conditions, and restrictions, reciprocal easement agreements, and any other recorded documents affecting the Building. (c) Operating Expenses: Exclusion from Operating Expenses. The following items shall not be included in (i) teasing commissions and advertising expenses or any other costs incurred by Landlord in procuring new tenants; (ii) costs, disbursements and other expenses incurred in negotiations or disputes with tenants or prospective tenants; (iii) renovating or improving space for tenants or other occupants; (iv) depreciation and amortization of the Building; (v) interest, principal payments and financing costs incurred in connection with any debt associated with the Building; (vi) repairs that are covered under warranties by either manufacturer of materials incorporated into any building located in the Building or developer of the Building; (vii) expenses paid by any tenant directly to third parties or those which Landlord is otherwise actually reimbursed by any third party or by insurance proceeds; (viii) the costs of compliance with laws, statutes, codes or regulations if not incurred in respect of land or improvements constituting a part of the Common Facilities (as defined at Section 6.1 hereafter); (ix) any other expense that according to generally accepted accounting principles is not considered a normal maintenance or operating expense; (x) costs of replacing the roof of the Premises or any part of the Building; (xi) interest, fines or penalties payable due to the failure of the Landlord to pay taxes, utilities or other charges in a timely manner; thereof; ii) expenses for the defense of the Landlord's title to the Building, or any part (xiii) costs associated with the operation of the business of the entity which constitutes the "Landlord" (as distinguished from the costs of the operations, maintenance, and repair of the Center); Landlord Initials: Tenant Initials; (xiv) the cost of repairs or other work to the extent covered by insurance, except for deductibles paid by Landlord under insurance contracts; (xv) Landlord's or, its member's gross receipts taxes, income taxes, franchise taxes, inheritance and estate taxes, and gift or transfer taxes; or (xvi) the cost of repair necessitated by Landlord's gross negligence or willful misconduct. (d) Capical Expenditures and Reserves, Capital Expenditures Excluded. The phrase"Operating Expenses" as used herein shall not include any sums expended for the following: (A) The cost of any betterments, alterations, additions, changes, or replacements that are made in respect of the land or structural improvements constituting a part of the Building (including the Common Facilities), that are required to be classified as capital expenditures under generally accepted accounting principles ("GAAP"). 1 ") . (B) Any charge in the nature of depreciation in respect of the structural improvements constituting a part of the Building (including the Common Facilities) that are required to be classified as capital assets under GAAP. (C) Any reserves created to fund any capital expenditures described in Section 4 3(d)(i)(A). (ii) Certain ca �Expenditures, Notwithstanding Section 4.3(d)(i) to the contrary, Landlord may include in "Operating Expenses" acharge representing the costs of a Replacement (as herein defined) amortized (including an interest factor reasonably determined by Landlord but not to exceed the rate announced from time to time by Wells Fargo Bank or, if Wells Fargo Bank ceases to exist or ceases to publish such rate, then the rate announced from time to time by the largest (as measured by deposits) chartered bank operating in Denver, Colorado, as its "prime rate" or "reference rate", plus two percent (2%) (the "Prime Rate"); on the date such charge commences over the anticipated useful life of such Replacement as reasonably determined by Landlord. For these purposes, a "Replacement" means any expenditure by Landlord in the nature of a capital expenditure to repair or replace any element of the Building so as to maintain the Building in, as nearly as possible, the state and condition as exists on the date hereof (excepting replacements occasioned by a casualty described in Article 12). Replacements shall not include any expenditure for any expansion or addition of or. to the Building. (e) Payment. (1) Monthly P yment_Based On Estimate. On the Rent Commencement Date, Tenant shall pay the percentage of Tenant's Pro Rata Share of all Operating Expenses equal to the number of days left in that month divided by 30, and thereafter, on the first day of each calendar month during the Term, Tenant shall pay to Landlord an amount equal to one -twelfth (1/12) of the 8 Landlord Initials: Tenant Initials: Tenant's Pro Rata Share of all Operating Expenses anticipated to accrue or become owing for the calendar year in which such month falls, as reasonably estimated by Landlord. iii} Annual e onci Motion. Within three (3) calendar months following the end of each calendar year, Landlord shall endeavor to furnish Tenant with a statement covering the calendar year just expired, showing (A) the total of Operating Expenses actually payable by Tenant pursuant to Section 43(a) for such year as the Tenant's Pro Rata Share thereof, based upon Landlord's actual costs therefor, and (B) the payments made by Tenant under Section 4.3(e)(i) for Operating Expenses with respect to such period. !lithe sum described in clause (A) above exceeds the sum described in clause (B) above, Tenant shall pay Landlord the deficiency within thirty (30) days after receipt of such statement. If the sum described in clause (B) above exceeds the sum described in clause (A) above, Tenant shall be entitled to a credit in the amount of such excess, against payments of Base Rent and Operating Expenses next thereafter to become due to Landlord as set forth herein; provided, that if this Lease has then expired or terminated and no further payments are due to Landlord, then Landlord shall refund such excess to Tenant within thirty (30) days following Tenant's request therefor. (iii) Disputes. In the event of any dispute as to the amount or nature of any Operating Expense, Tenant or its agents shall have the right, not more frequently than once per calendar year, after notice to Landlord and at reasonable times, to inspect and photocopy Landlord's Operating Expense records. Should Tenant dispute such Operating Expenses, Tenant shall be entitled, not later than one (1) year following the calendar year in question, to retain an independent certified public accountant who is a member of a nationally or regionally recognized accounting firm to audit Landlord's Operating Expense records for the calendar year in question, which audit shall be completed within sixty (60) days of commencement. Tenant shall escrow any payments for increases in operating expenses while completing its audit, which escrow shall not exceed sixty (60) days. Should the audit determine that Tenant was overcharged, then, within fifteen (15) days following Landlord's inspection of the audit, Landlord shall credit Tenant the amount of such over- charge toward the payments of Base Rent and Additional Rent next coming due under the Lease. Should the audit determine that Tenant has been undercharged, Tenant shall reimburse Landlord for such amount as Additional Rent next coining due under the Lease. Tenant agrees to pay the cost of the audit, unless the audit determines that Landlord's calculation of Operating Expenses was in error by more than five percent (5%), in which case Landlord shall reimburse Tenant for reasonable costs of the audit. (iv) Survival, Etc. The parties' obligation to reconcile Operating Expenses shall survive the expiration or termination of this Lease. Notwithstanding any dispute that may arise in connection with the computation or estimate of the amounts due under this Article, Tenant shall be obligated to pay the amount specified by Landlord, without set-off, reco uprn ent, abatement, counterclaim, adjustment or deduction of any kind, pending the resolution of any dispute. (v) Real Property Taxes. For the purposes hereof, "Real Property Taxes" shall mean all taxes, assessments (special or otherwise), and charges levied upon or with respect to the Building and its underlying or appurtenant property. Landlord and Tenant anticipate that Real Property Taxes will be separately assessed against the Building, and in such event Tenant's Pro Rata Share of Real Property Taxes shall be calculated as the amount of such taxes separately assessed in respect of the Building multiplied by the ratio that the Floor Area of the Premises bears to the total Floor Area of the Building. Real Property Taxes shall include, without limitation, any tax, fee or excise on the act of entering into this Lease, on the occupancy of Tenant, the rent hereunder or in connection with the business of owning and/or renting space in the Building which are now or hereafter levied or assessed against Landlord by the United States of America, the State 9 Landlord Initials: Tenant Initials: of Colorado, or any political subdivision, public corporation, district or other political or public entity, and shall also include any other tax, assessment, fee or excise, however described (whether general or special, ordinary or extraordinary, foreseen or unforeseen), which may be levied or assessed in lieu of, as a substitute for, or as an addition to, any other Real Property Taxes. Landlord may pay any such special assessments in installments when allowed by law, in which case Real Property Taxes shall include any interest charged thereon, however, Landlord and Tenant shall mutually agree as to the reasonable method for paying such installments. ARTICLE 5 Use Section 5.1 Use. Tenant shall use the Premises solely for the Permitted Use. The Permitted Use shall exclude the exclusive use restrictions described on the list ofExclusive Uses Granted by Landlord, as such list shall be distributed to Tenants from time to time (the current edition of which is attached hereto as Exhibit E) and Tenant shall not use or permit the use of the Premises for such exclusive uses. Section 5.2 certain Covenants Regarding Operations. (a) The general hours of operation at the Premises shall be 9:00 a.m. to 4:00 a.m., Monday through Sunday of each week (the "General Hours of Operation"). Tenant covenants to, and it is the essence of this Lease that Tenant shall, continuously operate the Tenant's business in the Premises during the entire Term, subject to the provisions of this Section 5.2(a). Tenant will be considered in default of this Lease if Tenant fails to remain open for business during the Term of this Lease, as further set forth in Section 15.1(e) of this Lease. While the General Hours of Operation shall not determine the exact hours in which Tenant will have the Premises open to the public for business, Tenant agrees to keep the Premises open for a minimum of seventy-two (72) hours per week during the General Hours of Operation, and, if determined necessary by Tenant in order to properly serve its clientele, Tenant may be open for business additional hours outside of the General Hours of Operation, including, but not limited to, early mornings, late evenings, on the weekends, or during holidays. In furtherance of the foregoing, Tenant shall operate from the Premises at least three hundred (300) days per year. Notwithstanding the foregoing, Tenant may also close for the following holidays: New Year's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Tenant shall conduct its business in the Premises in a first-class manner at all times. (b) Tenant shall not do or permit or suffer anything to be done in or about the Premises which will obstruct or interfere with the rights of other tenants or occupants of the Building, and Tenant shall take all necessary action to prevent odors, emissions, fumes, liquids or other substances or excessive noise from escaping or extending beyond the Premises. Tenant shall not use or allow the Premises to be used for any improper, unlawful, or unreasonably hazardous purpose or activity which will increase the insurance rates on the Building. Tenant shall refrain from using or permitting the use of the Premises or any portion thereof as living quarters, sleeping quarters or for lodging purposes. Tenant shall not use or allow the premises to be used for the sale or display of pornography, nudity, graphic violence, or drug paraphernalia. Tenant shall, at its sole cost and expense, promptly comply with all federal, state, county, or municipal laws, ordinances, rules, regulations, directives, orders and/or- requirements now in force or which may hereafter be in force with respect to the Premises, Tenant's use and occupancy of the Premises, and Tenant's business conducted thereon. Such obligation shall include the obligation at Tenant's sole cost to alter, maintain, and restore the Premises in compliance with all applicable laws (including the Americans With Disabilities Act of 1990 (the " A"), even if the laws are enacted after the date of this Lease, and even if compliance entails costs to Tenant of a substantial nature; provided, that such obligation shall not extend to matters that are stated herein or in any Exhibit hereto to be the responsibility of the Landlord (including those specifically excluded from the definition of Operating Expenses). Tenant shall likewise 10 Landlord Initials Tenant Initials: promptly comply with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises. Tenant shall be solely responsible for and pay, and shall indemnify and hold Landlord harmless from and against, all costs, expenses (including attorneys' fees), fines, damages, penalties and surcharges incurred or arising by reason of Tenant's failure to promptly and completely perform Tenant's obligations under this Section. Section 5.3 Hazardous Materials. (a) Landlord shall not knowingly cause or permit any Hazardous Materials (as defined below) to be brought upon, kept or used in or about the Building or Tenant's Premises, by Landlord, its contractors, agents, or employees, unless such Hazardous Materials (1) are necessary to Landlord's business or for the maintenance, repair or cleaning of the Building, and (ii) will be used, kept and stored in a manner that complies with all Hazardous Material Laws (as defined below). Should Landlord fail to fulfill its obligations as stated herein with regard to Hazardous Materials brought on or about the Building to or during the Term, Landlord shall indemnify Tenant as set forth in Section 5.3(c). (b) Except for ordinary cleaning and office supply materials, and handset and other batteries used in Tenant's business, Tenant shall not cause, permit or allow any Hazardous Materials (as defined below) to be brought upon, kept or used in or about the Premises or the Building by Tenant, its customers, employees, visitors, guests, patrons and invitees (collectively, "Invitees") without Landlord's prior written consent (which consent shall not be unreasonably withheld as long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Materials (1) are necessary to the Primary Use, and (ii) will be used, kept and stored in a manner that complies with al] Hazardous Material Laws). (c) If (i) Landlord or Tenant breaches any obligation stated in Section 5.3(a) or (b), respectively, or (ii) the contamination of any aspect ofthe the Premises or the Building by Hazardous Materials otherwise occurs through the act or omission of either party or its Invitees, contractors, agents or employees, then such party shall indemnify, defend and hold the other party and its partners, affiliates, employees, contractors, representatives, lenders, successors and assigns (collectively, the "Indemnified Parties") harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, josses, actions or causes of action (including, without limitation, diminution in value of the Premises, the Building, any structure, system, or improvement in the Building, damages for the loss of restriction on use of rentable or usable space or of any amenity, damages arising from any adverse impact on marketing any of the foregoing, and sums paid in settlement of claims, attorneys' fees and costs incurred, consultant fees and expert fees) made, brought or sought against or suffered or incurred by the indemnified Parties, or any of them, which arise during or after the Term as a result of such contamination. This indemnification includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal oval or restoration work required by any federal, state or local governmental agency or political subdivision or required to return the property to the condition existing prior to the introduction of any such Hazardous Materials for which such party is responsible as provided above. The parties' obligations hereunder and the provisions of this Section 5.3 shall survive the expiration or earlier termination of the Term or this Lease, or the early termination of Tenant's right to occupy the Premises. (d) Tenant and Landlord shall at all times and in all respects comply with all federal, state and local laws, ordinances and regulations ("Hazardous Materials Laws") relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal or transportation of any oil or petrochemical products, PCB, flammable materials, explosives, asbestos, urea formaldehyde, radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any substances defined as or included in the definition of "hazardous materials", "toxic substances" or "chemicals known to the State to cause cancer or reproductive toxicity" under any such Hazardous Materials Laws (collectively, "Hazardous Materials"). 11 Landlord Initials: Tana nt Initials: Section 5 4 Skins and I) ins pl ays. Tenant may place signs on the Building and/or Premises, subject to the approval of any applicable governmental authorities, and subject to Landlord's prior written consent, which consent may not be unreasonably withheld. Tenant has the express permission to use and place existing signage that is delivered with the Premises. Tenant shall be solely responsible for the cost and installation of all signs on the Building or Premises, shall remove all such signs within thirty (30) days following the expiration or earlier termination of this Lease, or the early termination of Tenant's right to occupy the Premises, and shall repair any damage to the Premises or Building occasioned thereby. Tenant shall not place any signs, awnings, posters, or advertising materials on the Premises or the Building (including in any windows) without Landlord's prior written consent, and only in compliance with the Building's Sign Criteria, as provided to Tenant by Landlord from time to time, which is attached hereto as Exhibit 11. In the event Tenant installs any sign that does not meet Landlord's Sign Criteria, Landlord shall notify Tenant of the non-conformance and Tenant shall have thirty (30) days in which to cure or diligently pursue the correction of the non-conformance, after which Landlord shall have the right, without liability to Tenant, to enter upon the Premises, remove the subject sign, and repair all damage caused by the removal of the sign. All costs and expenses incurred by Landlord shall be paid by Tenant as Additional Rent together with Tenant's next Base Rent installment. Landlord reserves the right to remove Tenant's sign during any reasonable period when Landlord repairs, restores, constructs or renovates the Premises or the Building, Landlord agrees to expedite such repair or renovation and replace Tenant's sign immediately thereafter at Landlord's sole cost and expense. Section 5.5 Rules and Ke u1atier's. Tenant and its agents, employees, Invitees, licensees, customers, clients, family members, guests and subtenants shall at al] times abide by and observe the written rules and regulations promulgated by Landlord, which Landlord may promulgate from time to time for the operation and maintenance of the Building, provided that notice thereof is given to Tenant and such rules and regulations are not inconsistent with the provisions of this Lease, in which case, the provisions of this lease shall control. The current written Rules and Regulations for the center are attached hereto as Exhibit 1 F. Nothing contained in this Lease shall be construed as imposing upon Landlord any duty or obligation to enforce such Rules and Regulations or the terms, conditions or covenants contained in any other lease as against any other tenant, and Landlord shall not be liable to Tenant for the violation of such rules or regulations or lease by any other tenant or its employees, agents, invitees, licensees, customers, clients, family members, guests or subtenants, except as otherwise provided in this Lease. ARTICLE 6 Common Facilities and Vehicle Parking Section 6.1 Pperrti.on and Maintenance of Common Facilities, During the Term, Landlord shall operate and maintain in good condition and repair all Common Facilities that are a part of the Center. The term "Common Facilities" means all improved and unimproved areas within or in the immediate vicinity of the boundaries of the Building that are now or hereafter made available for the general use, convenience, and benefit of Landlord, other persons entitled to occupy premises in the Building and/or their customers, patrons, guests, licensees, employees and invitees, including, without limitation, all automobile parking areas, fl oo rs, ceilings, roofs, windows, driveways, open or covered malls, common seating areas not designated under leases for the exclusive use of particular tenants, railings delineating the boundaries of patio seating areas (including those designated for the exclusive use of particular tenants), sidewalks, curbs and landscaped areas, and such public transportation facilities and landscaped areas as are contiguous with and that benefit the Building. Section 6.2 Use of common Facilities. Occupancy by Tenant of the Premises shall include the use of the Common Facilities in common with Landlord and others whose convenience and use the Common Facilities may be provided by Landlord, subject, however, to compliance with all rules and 12 Landlord ]rnitials Tenant Initials. regulations as are reasonably prescribed from time to time by Landlord. Landlord shall at all times during the Term have exclusive control of the Common Facilities, and may temporarily and reasonably restrain any use or occupancy thereof, except as authorized by Landlord's reasonable Rules and Regulations. Except in the event of Landlord's gross negligence or willful misconduct, nothing in this Lease shall be deemed to impose liability upon Landlord for any damage to or loss of the property of, or for any injury to, Tenant or its Invitees. Landlord may, temporarily close any portion of the Common Facilities for repairs or alterations, or to prevent a public dedication or the accrual of prescriptive rights. Under no circumstances shall the right herein granted to use the Common Facilities be deemed to include the right to store any property, temporarily or permanently, on the Common Facilities. In the event that any unauthorized storage shall occur, then Landlord shall have the right, without notice, in addition to such other rights and remedies it may have, to remove the property and charge the cost of such removal to Tenant, which cost shall be payable together with Tenant's next Base Rent installment, ARTICLE 7 Maintenance, Repairs, and Alterations Section 7.1 Landlord's bli :a.tia ris for Center Maintenance and Repair. Except for damage caused by Tenant or Tenant's Invitees (in which event Tenant shall repair the damage), Landlord, at Landlord's expense, shall keep in good condition and repair the foundations, exterior walls, floor structure (but not floor coverings), and other structural elements of the Building. Landlord shall not be required to paint interior walls; maintain, repair, or replace any of Tenant's signs, doors, or plate glass; or perform any Tenant's responsibilities set forth in Section 7.2; unless damage was caused by Landlord or its contractors, agents, or employees, and the damage/repair is covered under an insurance policy maintained by Landlord, Landlord shall use its best efforts to begin repairs under this Section 7.1 as soon as reasonably possible, but no later than thirty (3 0) days after receipt of written notice from Tenant of the need for such repairs. In case of emergencies, the aforesaid thirty (30) day period shall be reduced to such period as is reasonable under the circumstances, and Tenant shall only be required to provide oral notice to Landlord. Landlord shall not be liable for damages or loss of any kind or nature by reason of Landlord's fai Lure to furnish any such services when such failure is caused by strikes, lockout or any other labor disturbances, or disputes of any character beyond Landlord's reasonable control, Section 7.2 Tenant? Obligations. (a) Premises Repair and Maintenance, At Tenant's expense, Tenant shall keep in good order, condition, and repair the Premises and every part thereof, including, without limiting the generality of the foregoing, all mechanical systems, life safety systems, security systems (if any), HVAC systems, plumbing, and all other utilities proportionately or exclusively serving the Premises, electrical and lighting facilities and equipment proportionately or exclusively serving the Premises, fi xtu res , interior walls (excluding structural and bearing walls) and interior surfaces of exterior walls, floor coverings, ceilings, awnings, locks, doors, door hardware and frames, all exterior and interior glass installed in the Premises (including storefront plate glass and display window glass) and casings, doors (including casings), plate glass and skylights located within the Premises, and the storefront ("Tenant Obligations"). Tenant may, from time to time, engage and reimburse Landlord to repair or maintain some parts of the Premises (in particular HVAC systems) in order to benefit from certain economies of scale when Landlord employs contractors to perform such services throughout the Building. However, Landlord's provision of such services for one or more tenants in the Building shall not relieve Tenant of its primary responsibility to repair and maintain the Premises, nor shall it obligate Landlord to continue providing such services at any future date, (b) Certain Tenant Obligations. In addition to the Tenant Obligations set forth in Section 7.2(a) above Tenant shall at its sole cost (1) arrange for the placement of its trash in the trash 13 Landlord Initials Tenant Initials: dumpsters provided at the Building; (ii) maintain service agreements reasonably satisfactory to Landlord relative to maintenance, repair, and replacement of the mechanical systems, life safety systems, security systems (if any), HVAC systems, plumbing, and all other utilities, to the extent that they exclusively serve the Premises; and (iii) maintain janitorial and pest control service agreements with respect to the Premises, reasonably acceptable to Landlord. Tenant shall provide Landlord with current copies of all maintenance, service, and cleaning contracts throughout the Term. (c) Remedy for Failure to Perform. If Tenant fails to perform Tenant's Obligations under this Section 7.2, Landlord may enter upon the Premises after ten (10) days' prior written notice to Tenant (except in the case of emergency, in which event no notice shall be required), perform such Tenant Obligations on Tenant's behalf, and put the Premises in good order, condition and repair, and the cost thereof shall be due and payable as Additional Rent to Landlord together with Tenant's next Base Rent installment. Section 7.3 Alterations and Additions. (a) Consent. Tenant shall not, without Landlord's prior written consent (which consent shall not be unreasonably withheld as provided in Section 7.3(b)), make any alterations, improvements, additions, or Utility Installations, on or about the Premises, except for nonstructural alterations to the interior of Premises, the cost of which in any calendar year shall not exceed $10,000 in the aggregate. In any event, Tenant shall make no change or alteration to the exterior of the Premises, the exterior of the Building, or any structural element of the Building, nor make or cause to be made any penetration into or through the roof or floor of the Premises, without Landlord's prior written consent (which consent shall not be unreasonably withheld as provided in Section 7.3(b)). As used in this Lease, the term "Utility Installations" shall mean duct work, power panels, electrical distribution systems, lighting fixtures, space heaters, air conditioning and plumbing. Tenant, and Tenant's contractor and material men, shall agree to abide by the reasonable terms and conditions for construction within the Building set forth by Landlord. Should Tenant make any alterations, improvements, additions or Utility Installations without Landlord's prior approval, Landlord may, at any time during the Term, require that Tenant remove any or all of same. In the event that either Landlord or Tenant, during the Term, shall be required by the order or decree of any court, or any other governmental authority, or by law, code or ordinance, (including but not limited to the ADA) to repair, alter, remove, reconstruct, or improve any part of the Building due to Tenant's specific use, interior space plan or alteration of the Premises, then Tenant shall make or Tenant shall be required to permit Landlord to perform such repairs, alterations, removals, reconstructions or improvements without effect whatsoever to Tenant's obligations and covenants herein contained, at Tenant's sole cost and expense, and Tenant hereby waives all claims for damages or abatement of Rent because of such repairing, alteration, removal, reconstruction, or improvement to the interior area of the Premises. (b) Written Notice. Tenant shall present to Landlord any plans for alterations, improvements, additions, or Utility Installations in the Premises that Tenant desires to make that require Landlord's consent in written form, and in accordance with the procedures and requirements contained i it Exhibit C. Landlord's shall respond no later than thirty (30) business days after Tenant's request for approval, and Landlord's consent shall not be unreasonably withheld, but shall be deemed conditioned upon (i) Tenant acquiring a permit to proceed from appropriate governmental agencies, (ii) Tenant furnishing a copy thereof to Landlord prior to the commencement of the work, and (iii) Tenant's full compliance with all conditions of said permit in a prompt manner. (c) Payment of Labor. Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises, which claims are, or may be secured by, any mechanic's or materialman's al m an's lien against the Premises, or the Center, or any 14 Landlord Initials: Tenant Initials: interest therein. Tenant shall give Landlord not less than ten (10) days' notice prior to the commencement of any work in the Premises, and TENANT SHALL NOT COMMENCE ANY WORK AT THE PREMISES PRIOR TO POSTING NOTICES OF NON -RESPONSIBILITY IN OR ON THE PREMISES E OR THE BUILDING AS PROVIDED BY LAW AND IN A FORM TO BE PROVIDED BY LANDLORD. If Tenant shall in good faith contest the va I idity of any such lien, claim, or demand, then Tenant shall, at its sole expense, defend itself and Landlord against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon, before the enforcement thereof against Landlord or tile Premises or the Building upon the condition that, if Landlord shall require, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to such contested lien claim or demand indemnifying Landlord against liability for the same and holding the Premises and the Building free from the effect of such lien or claim. Within 10 days following Landlord's written request, Tenant shall deliver to Landlord duly executed lien waivers, in form and substance acceptable to Landlord in its sole discretion, from all persons or entities that have from time to time provided labor or materials in respect of any portion of Tenant's Work or other alterations. (d) Ownership and Removal at End ofierm. All alterations, improvements, additions, and Utility Installations to the Premises (except for personal property and trade fixtures solely owned by Tenant) made by either party, and including Landlord's Work and Tenant's Work (collectively, "Alterations") shall immediately become Landlord's property and shall remain upon and be surrendered with the Premises as part thereof at the end of the Term, except that (I) if Tenant is not then in default under this Lease, Tenant shall have the right to remove, prior to the expiration of the Term, all movable furniture, furnishings, and equipment used in the Premises solely at Tenant's expense, and (ii) Landlord shall have the right to require Tenant to remove any and all Alterations at the expiration or earlier termination of the Term or the early termination of Tenant's right to occupy the Premises if Landlord provided notice to Tenant of the same at the time of installation of such Alteration, and restore the Premises and the Building to their prior condition. All data and communications cabling and equipment installed in the Premises or the Building for the exclusive use of Tenant, whether originally installed by Landlord or by Tenant, shall be removed by Tenant at its own cost and expense upon the expiration or termination of the Term. All damage and injury to the Premises or to the Building caused by such removal shall be repaired by Tenant, at Tenant's sole expense. If such property of Tenant is not removed by Tenant prior to the expiration or termination of this Lease, the same shall be deemed to have been abandoned by Tenant and shall be surrendered with the Premises as a part thereof; which property may be retained by Landlord or disposed of at Tenant's expense. Tenant's obligation to pay for any costs incurred by Landlord for the disposal of such abandoned property shall survive the expiration or earlier termination of this Lease. (e) Indemnification for Tenant ! improvement work and Alterations. Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all claims, suits, actions, proceedings, liens, liabilities, judgments, damages, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs) based on or arising directly or indirectly by reason of the making of any Tenant alterations described in this Section. If any such alterations are made without Landlord's prior written consent, Landlord shall have the right to remove and correct such changes and to restore the Premises and the Building to their condition immediately prior thereto, and Tenant shall be liable for all expenses incurred by Land! ord in connection therewith. Section 7.4 .dd ii i o ns. Landlord reserves the right to install new or additional utility facilities throughout the Building and the Common Facilities for the benefit of Landlord or Tenant, or any other tenant of the Building, including, but not limited to, such utilities as plumbing, electrical systems, security systems, communication systems, and fire protection and detection systems, so long as such installations do not unreasonably interfere with Tenant's use of the Premises and provided that all such installations are coordinated with Tenant and, if necessary to avoid unreasonable interference with Tenant's operations, such installations are carried out during non -business hours. 15 Landlord Initials: Tenant Initials: ARTICLE 8 Taxes and Assessments on Tenant's Property Tenant shall be liable for and shall pay all taxes and assessments l ev i ed against all Tenant's personal property located in the Premises. If any taxes on Tenant's personal property are levied against Landlord or Landlord's property tax is increased by the inclusion of a value placed upon Tenant's personal property, Landlord shall timely notify Tenant of such levy and cooperate with Tenant incontesting the validity thereof. If Landlord is thereafter required to pay the taxes based upon the increased assessment, Tenant shall pay to Landlord the taxes so levied against Landlord or the proportion of the taxes resulting from the increase in the assessment. ARTICLE 9 Utilities Section 91 Provision of Utilities. Landlord will make available (I) facilities for removal of sewage (ii) facilities for delivery of water, electricity, and telephone service, and (iii) facilities for the delivery of natural gas (hereinafter collectively referred to herein as "Utilities") to the Premises or to a distribution point outside the Premises. Section 9.2 Separate l etering. Other than for sewer services, a separate meter for each Utility shall be installed such that Utilities charges may be separately billed to Tenant by either (I) Landlord, if such metering system is installed for the purpose of submetering Tenant's use of Utilities (for gas), or (ii) the subject utility company or provider (for electricity and water). Such meters shall be maintained at Tenant's sole expense, and any expense incurred by Landlord in connection with such maintenance shall be separately billed to and payable by Tenant. Tenant agrees, at its sole expense, to fully and timely pay the cost of all such separately metered Utilities used in the Premises from and after delivery thereof by Landlord, and Landlord shall have no responsibility for the discontinuation of any Utilities resulting from any failure by Tenant to pay such charges. If any such charges are not paid when due, Landlord may, but shall not be required to, pay the same, and any amount so paid by Landlord shall be paid by Tenant to Landlord together with Tenant's next Base Rent installment. Section 9.3 Operalkut Expenses. To the extent any Utilities are not separately metered to the Premises, Tenant shall pay Tenant's Pro Rata Share of the charges of such Utilities as Operating Expenses in accordance with Article 4. Section 9.4 Lia iIi(y ��f Landlord. (a) Except in the event of Landlord's gross negligence or willful misconduct, Landlord shall not be liable for failure to furnish, or for suspension or delays in furnishing, any such utility services caused by breakdown, maintenance or repair work, strike, civil commotion, governmental regulations or any other cause or reason beyond Landlord's control. Likewise, except in the event of Landlord's gross negligence or willful misconduct, the suspension or interruption of services shall not result in abatement of Rent, be deemed a constructive eviction, or release Tenant from performance ofTenant's obligations under this Lease. (b) Notwithstanding any other provisions of this Lease, if there is an interruption of essential services by reason of Landlord's gross negligence or willful misconduct, which interruption of essential services prevents Tenant from being fully open for business in the Premises for a period in excess of two (2) business days, then Tenant shall be entitled to abate the payment of Base Rent, Percentage Rent and Operating Expenses due pursuant to the terms and provisions of this Lease to the extent Tenant's use 16 Landlord Initials: Tenant Initials: of the Premises has been impaired, for the period commencing on the third business day following the interruption of such essential services and ending on the earlier of: (i) the date Tenant reopens the Premises for the conduct of its business therein, or (ii) the date Landlord shall have restored the essential services so interrupted. ARTICLE 10 Assignment and Subletting Section 10.1 Rights of Parties. (a) In General. Neither Tenant nor Tenant's legal representatives, successors, or assigns, shalt assign, mortgage, or encumber this Lease, or sublet or permit the Premises or any part thereof to be used or occupied by others (collectively, "Transfer"), without Landlord's prior written consent in each instance, which shall not be unreasonably withheld, conditioned, or delayed, and any Transfer without such consent shall be voidable at Landlord's option. If a Transfer of this Lease occurs in violation of th i s Section 10,1(a), Landlord may, after default by Tenant, collect rent from the assignee, subtenant, or occupant ("Transferee"), and apply the net amount collected to the Rent herein reserved; provided, however, no such Transfer shall be deemed a waiver by Landlord of Tenant's default, or an acceptance of the Transferee as a tenant. Landlord's consent to a Transfer shall not be construed to relieve Tenant or the Transferee from obtaining Landlord's express consent in writing to any further Transfer. Notwithstanding the foregoing, (i) no consent shall be required for an assignment or subletting by Tenant to any parent or subsidiary of Tenant, or any entity that is more than fifty percent (50%) owned, directly or indirectly, by a parent of Tenant, which is the successor, by sale or merger, to all or substantially all of Tenant's assets and (ii) Tenant may assign, mortgage, pledge, hypothecate, or otherwise transfer without consent its interest in this Agreement to any franchisor, financing entity, or agent on behalf of any financing entity to whom Tenant has obligations for borrowed money or in respect of guaranties thereof (b) Notice. If Tenant desires to Transfer an interest in this Lease, it shall first notify Landlord of its desire. In connection with such notice and as a precondition of any approval required hereunder, Tenant shall submit in writing to Landlord: (I) the name, address, and financial statements of the proposed Transferee; (ii) the nature of any proposed Transferee's business to be carried on in the Premises; (iii) the terms and provisions of any proposed Transfer; and (iv) any other information requested by Landlord and reasonably related to the Transfer. If Landlord consents to the proposed Transfer, Tenant may within thirty (30) days after the date of the consent effect the Transfer upon the terms described in the information furnished to Landlord and subject to existing use exclusives held by other existing tenants; provided that any material change in the terms shall be subject to Landlord's consent as set forth in this Section. (c) Restrictions. Without limitation, the parties agree it shall be reasonable for Landlord to withhold its consent if any of the following situations exist or may exist: (I) The Transferee is an existing tenant in the Center; (ii) in Landlord's reasonable judgment, the Transferee lacks sufficient business reputation, experience, or demonstrated management skills to successfully operate a business of the type and quality permitted ender this Lease; (ii 0 the present net worth ofthe Transferee and Transferee's guarantors is less than Tenant's net worth, combined with the net worth of all Tenant's Guarantors; (iv) the Transferee is a person or entity with whom Landlord is then or has been negotiating to lease space in the Center within 6 -months prior to the date of Tenant's notice of Transfer. (d) Reimbursement of Costs. Tenant shall reimburse Landlord for Landlord's reasonable third party, out-of-pocket costs and attorneys' fees incurred in connection with the processing and documentation of any approved transfer, not to exceed Two Thousand Five Hundred Dollars { 2„500.00), 17 Landlord Initials: Tenant Initials: Section 10.2 Effect of Transfer. (a.) Unless expressly agreed by Landlord in writing, no Transfer, even with Landlord's consent, shall relieve or release Tenant or any Guarantor of this Lease of its obligation to pay Rent and to perform all its other obligations under this Lease, whether past, present, or future, or from any liability under this Lease (including due to Landlord's failure to give notice of default by Tenant (or by the Transferee pursuant to the assumption agreement described below)) under any of the terms, covenants, conditions, provisions, or agreements of this Lease. Tenant shall indemnify, defend, and hold Landlord harmless, as provided in Section 11.5, for any acts or omission by a Transferee unless Landlord has released Tenant in this Section. Tenant, Landlord, and the Transferee shall execute an assignment, assumption, and consent agreement to reflect the Transfer and Landlord's consent thereto. (b) The acceptance by Landlord of any payment due under this Lease from any other person shall not be deemed a waiver by Landlord of any provision of this Lease or a consent to any Transfer. Consent by Landlord to one or more Transfers shall not operate as a waiver or estoppel to Landlord's future enforcement of its rights under this Lease. ARTICLE 11 Insurance and Indemnities Section 11.1 Tenant's insurance. Beginning on the date Tenant is given access to the Premises for any purpose and continuing untilexpiration of the Term, Tenant shall procure, pay for, and maintain in effect: (a) Policies of casualty insurance covering trade fixtures, merchandise and other personal property from time to time in on or about the Premises (including if applicable, "boiler and machinery coverage"), in amounts reasonable in relation to the value of the property insured and Tenant's financial condition, providing protection against any peril included with the classification "fire and extended coverage,'> together with insurance against sprinkler damage, vandalism and malicious mischief; (b) Workers compensation insurance as required by law; (c) Commercial general liability insurance with respect to the construction of improvements on the Premises and the operations of Tenant in, on or about the Premises, providing personal injury and broad form property damage coverage for not less than $3,000,000 combined single limit for bodily injury, death and property damage liability, subject to increases in such limit during the Term as may be reasonably required by Landlord's lender, Such liability insurance shalt name Landlord as an additional insured Section 11.2 Landlord's Insurance, (a) At all times from and after the Effective Date, Landlord shall maintain in effect a policy or policies of insurance providing protection for the following liabilities and/or risks, the premium cost of which ("Insurance Expenses") shall be considered as part of Operating Expenses: (i) Commercial general liability insurance against third party claims arising from Landlord's ownership and/or operation of the Building (including the Common Facilities) with coverage limits at least equal to that which Tenant is required to maintain in accordance with Section 11.1(c) and written for primary coverage. 18 Land lord Initials: Tenant Initials: (ii) Center and Personal Property Coverage (formerly known as fire and extended coverage) in special form covering the Common Facilities and the Building of which the Premises are a part, exclusive of any item insured by Tenant pursuant to Section 11.1(a), in an amount that is the greater of eighty percent (80%) of its full replacement cost (exclusive of the cost of excavations, foundations, and footings) or such amount as Landlord's mortgagee or deed of trust beneficiary may require Landlord maintain. (b) Landlord may also maintain such additional insurance coverages, in such amounts and with such limits, as may be normal and customary or as may from time to time be reasonably required by Landlord's lenders; the premium cost of which shalt be included in Insurance Expenses. (c) Landlord shall not be required to carry insurance of any kind on Tenant's property, including leasehold improvements, trade fixtures, furnishings, equipment, plate glass, signs and all other items of personal property, and shall not be obligated to repair or replace that property, should damage occur. All proceeds of insurance that Landlord maintains upon the Premises and Building shall be Landlord's property. Section 11.3 Waiver of Subrogation. Any other provisions of this Lease to the contrary notwithstanding, if(i) either party shall suffer any loss required by this Lease to be insured by against such g party, or (ii) any portion of the Premises or Tenant's trade fixtures, equipment, or other personal property in the Premises shall be damaged or destroyed by fire, explosion, or other casualty required to be insured against by Tenant, whether or not such loss, damage or destruction is caused, or claimed to be caused, by the negligence, action, inaction, or misconduct of either Landlord or Tenant, or any of their respective managers, members, officers, contractors, agents, employees or Invitees, then: (a) Neither Landlord nor Landlord's insurance company(ies) shall have any right of action, by way of subrogation or otherwise, against Tenant or any of its managers, members, officers, contractors, agents, employees, or Invitees, arising from such d am age or destruction, and each policy of insurance required to be maintained by Tenant pursuant to this Lease shall provide a waiver and release by the insurer of any such right; and (b) Neither Tenant nor Tenant's insurance company(ies), shall have any right of action, by way of subrogation or otherwise, against Landlord or any of its managers, members, officers, contractors, agents, employees, or Invitees, arising from such damage or destruction, and each policy of insurance required to be maintained by Landlord pursuant to this Lease shall provide a waiver and release by the insurer of any such right. Section 11.4 Policies. All insurance to be maintained by Tenant or Landlord under this Lease shall be procured from an insurance company or companies with a Best's rating of A.+:VI1 or better and admitted in the State of Colorado, and Tenant shall deliver to Landlord, prior to taking occupancy of the Premises, certificates of insurance required to be maintained by Tenant hereunder, together with evidence of the payment of the premi urns thereof. The policies evidencing such insurance shall provide that they shall not be canceled except after thirty (30) days prior written notice of intention to modify or cancel has been given to Landlord and any lien holder named as beneficiary thereunder. At least ninety (90) days prior to the expiration date of any policy to be maintained by Tenant hereunder, Tenant shall deliver to Landlord a renewal policy or "binder" therefor. Section 11.5 Tenant's indemnity. Tenant shall indemnify, defend, and hold harmless Landlord, its agents and any and all Landlord's affiliates, including, without limitation, any partners, co - venturers, corporations or other entities controlling, controlled by, or under common control with Landlord, from and against any and all claims or liabilities arising from Tenant's and Tenant's contractor's, agent's, 19 Landlord Initials: Tenant Initials: and Invitee's use or occupancy of the Premises, the Building, or the Common Facilities, or from the conduct of its business, or from any activity, work or thing done, permitted or suffered by Tenant or its contractors, agents, employees, or Invitees in or about tile Premises, the Building, or the Common Facilities, or from any breach or default in the performance of any obligation on Tenant's part to be performed under this Lease, or from any act of negligence or willful misconduct or violation of law of Tenant or its contractors, agents, employees, or Invitees. If Landlord, its agent or affiliates, are made a party to litigation commenced by or against Tenant and related to Tenant's occupancy of the Premises, then Tenant shall protect and hold Landlord harmless and shall pay all reasonable costs, expenses and attorneys' fees incurred or paid by Landlord in connection with the litigation. ARTICLE 12 Damage or Destruction Section 12.1 Restoration. (a) Damage Repair. If the Building is damaged or destroyed, Landlord will make the decision whether to repair or restore the Building within thirty (30) days following such occurrence. Should the Landlord elect not to repair or restore the Building for any reason, Landlord shall so notify Tenant in writing within fifteen (15) days after such decision is made. (b) Termination of Lease. If the Building is damaged or destroyed and such damage or destruction materially and adversely affects Tenant's ability to continue to conduct its operations in the Premises, and either (1) the Landlord has elected not to repair or restore the Building or {ii0 the Landlord has elected to repair or restore the Building but such repairs or restoration will not be completed within one hundred twenty (120) days following the date of casualty, then either Landlord or Tenant may elect to terminate this Lease by written notice given to the other within thirty (30) days following the date of such casualty , If neither Landlord nor Tenant elects to terminate this Lease, this Lease shall continue in effect for the remainder of the Term, (c) Rent Abatement. Commencing on the date of any damage to the Premises, and ending on the date the damage is repaired or this Lease is terminated, whichever occurs first, the Rent to be paid under this Lease shall be abated in the same proportion that the Floor Area of the Premises that is rendered unusable bears to the total Floor Area of the Premises. (d) Cost or Re -niAr. Notwithstanding the foregoing provisions of this Section, if the damage is due to the gross negligence or willful misconduct of Tenant or its contractors, agents, employees, or Invitees, the cost of any repairs not covered by Landlord's insurance on the Center shall be borne by Tenant, and Tenant shall not be entitled to Rent abatement or termination rights. In addition, the provisions of this Section shall not be deemed to require Landlord to repair any improvements or fixtures that Tenant is obligated to repair or insure pursuant to any other provision of this Lease, however, Landlord shall pass through to Tenant any reimbursements it receives from insurance for such repairs. ARTICLE 13 Eminent Domain Section 13.1 Total or Partial Taking. If all or a material portion of the Premises is taken by any lawful authority by exercise of the right of eminent domain, or sold to prevent a taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to the authority. In the event title to a portion of the Center other than the Premises is taken or sold in lieu of taking, and if the Building is restored in such a way as to materially alter the Premises or Tenant's ability to perform its Permitted Use therein, Landlord or Tenant may terminate this Lease, by written notice to the 20 Land lord Initials: Tenant Initials: _ other, effective upon such taking. If neither party has elected to terminate this Lease as provided above, then Landlord shall promptly, after receipt of a sufficient condemnation award, proceed to restore the Premises to substantially their condition prior to the taking, and shall make a proportionate allowance to Tenant for the Rent corresponding to the time during which, and to the part of the Premises of which, Tenant is deprived on account of the taking and restoration. In the event of a taking, Landlord shall be entitled to the entire amount of the condemnation award without deduction for any estate or interest of Tenant; provided that nothing in this Section shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for the taking of personal property belonging to Tenant, or for relocation or business interruption expenses recoverable from the taking authority. Section 13.2 Temporary Ta Ic in g. No temporary taking of the Premises by governmental authority shall terminate this Lease or give Tenant any right to abatement of Rent, however, any award specifically attributable to a temporary taking of the Premises shall belong entirely to Tenant. A temporary taking shall be deemed to be a taking of the use or occupancy of the Premises for a period not to exceed thirty (30) days. ARTICLE 14 Subordination; SNDA; Estoppel Certificate; Financial Statements Section 141 Subordination. (a) Subordination to Encumbrances. . At Landlord's option, this Lease shall be either superior or subordinate to all ground or underlying leases, mortgages, deeds of trust, and conditions, covenants, and restrictions, reciprocal easements, and rights of way, if any, which may hereafter affect the Premises or the Building, and to all renewals, modifications, consolidations, replacements, and extensions thereof; provided, that so long as Tenant is not in default under this Lease, this Lease shall not be terminated nor shall Tenant's quiet enjoyment of the Premises be disturbed. (b) Attornment. Tenant covenants and agrees to attorri to any successor to Landlord's interest in the Building, whether through foreclosure or otherwise, or in any ground or underlying lease, and in such event, this Lease shall continue as a direct lease between Tenant and such new landlord or successor, provided that such landlord shall be subject to the obligations and responsibilities due Tenant under this Lease accruing from and after the date of succession. Section 14.2 Estoppel Certificate. Tenant shall, at any time not more than ten (10) business days after receipt from Landlord, execute, acknowledge and deliver to Landlord an Estoppel Certificate in a customary form reasonably prescribed by Landlord's lender or prospective purchaser. The Estoppel Certificate may be relied upon by any prospective purchaser or lender encumbering all or any portion of the Center. Tenant's failure to deliver the Estoppel Certificate within the provided time shall be conclusive evidence that: (a) this Lease is in full force and effect without modification, except as may be represented by Landlord, (b) there are no uncured defaults in Landlord's performance, and (c) not more than one (1) month's rental has been paid in advance. Section 14.3 Financial Statements. Li rnted to two (2) requests per year from Landlord, within ten (19) days after written request from Landlord, Tenant shall provide copies of Tenant's most recent financial statements. ARTICLE 15 Defaults and Remedies 21 Landlord Initials: Tenant Initials: Section 15.1 Tenant's Default. In addition to any other events of default set forth in this Lease, the occurrence of any one or more of the following events shal l constitute a default by Tenant: (a) Failure to Pay Rent. Tenant's failure to make any payment of Base Rent, Percentage Rent or Additional Rent required to be made by Tenant, where the failure continues for a period of three (3) days following written notice thereof from Landlord, provided, however, Landlord shall not be required to give Tenant more than one (1) such notice during any Lease Year, and may thereafter declare an event of default under this subsection in respect of any subsequent breach of this subsection without prior notice thereof to Tenant. For purposes hereof, the term "Additional Rent" shall be deemed to include all amounts of any type whatsoever, other than Base Rent and Percentage Rent, to be paid by Tenant pursuant to the terms of this Lease. (b) Assignment. Assignment, sublease, encumbrance, or other transfer of the Lease by Tenant, either voluntarily or by operation of law, whether by judgment, execution, transfer by intestacy or testacy, or other means, without Landlord's prior written consent, if such consent is required pursuant to Article 10. Notwithstanding the foregoing, a temporary transfer to a personal representative by intestacy or testacy of more than fifty percent (50%) (cumulatively) of the voting capital stock or ownership interests of Tenant shall not result in a default of the terms of this Lease so long as such personal representative attains Landlord's prior written consent before such interests of Tenant are transferred out ofthe decedent's estate by such personal representative. (c) Failure to Observe Covenants. The failure or inability by Tenant to observe or perform any of Tenant's material obligations pursuant to the terms hereof, other than as specified in any other subsection of this Section, where the failure continues for a period often (10) days after written n of i ee from Landlord to Tenant. However, if the nature of the failure is such that more than ten (10) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences the cure within ten (10) days and thereafter diligently pursues the cure to completion within forty-five (45) days following Landlord's original notice. (d) Abandonment. Tenant abandons the Premises. (e) Open for Business. The failure of Tenant to remain open for business. Tenant Improvement ment llowance. Requests made by Tenant, the Approved Contractor or Tenant's Agents for disbursement of the Tenant Improvement Allowance not in compliance with the Individual Benchmarks set forth in paragraph 8 of Exhibit C. (g) "vent of Bankruptcy. Etc. The occurrence of an Event of Bankruptcy, as hereinafter defined; the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interests in this Lease where the seizure is not discharged within thirty (30) days; or Tenant's convening of a meeting of its creditors for the purpose of effecting a moratorium upon or composition of its debts. Landlord shall not be deemed to have knowledge of any event described in this subsection unless it receives notification in writing, nor shall there be any presumption attributable to Landlord of Tenant's insolvency. In the event that any provision of this subsection is contrary to applicable law, the provision shall be of no force or effect. The following shall be "Events of Bankruptcy" under this Lease: (I) Tenant becomes insolvent, as that term is defined in Title 11 of the United States Code, entitled Bankruptcy, 11 U.S.C. Sec 101 et seq. (the "Bankruptcy Code"), or under the insolvency laws of any State, district, commonwealth, or territory of the United States ("Insolvency Laws"); 22 Landlord Initials: Tenant Initials: (ii) Appointment of a receiver or custodian for any or all of Tenant's property or assets, or institution of a foreclosure action upon any of Tenant's real or personal property; (iii) The filing of a voluntary petition by Tenant under the provisions of the Bankruptcy Code or Insolvency Laws; (iv) The filing of an involuntary petition against Tenant as the subject debtor under the Bankruptcy Code or Insolvency Laws, which either is not dismissed within sixty (60) days following filing, or results in the issuance of an order for relief against the debtor, whichever is later; or (v) Tenant making or consenting to an assignment for the benefit of creditors or a common law composition of creditors. (vi) Any of the events described in this Section 15.1(e) occur in respect of any Guarantor of the Lease. Section 15.2 Landlord's Remedies. (a) Upon the occurrence of any event or events of default under this Lease, whether enumerated in this Article 15 or not, Landlord may pursue any one or more of the following remedies without any notice (except as expressly prescribed in this Lease) or demand for possession. Without limiting the generality of the foregoing, Tenant specifically waives notice and demand for payment of Rent or performance of other obligations due hereunder except as expressly provided herein; provided, that Tenant does not waive any statutorily required notice (such as in the nature of a "pay or quit" notice) otherwise provided for under Colorado law. To the extent the provisions of this Section conflict with any statutory provisions regarding Landlord's remedies, the provisions of this Section shall control, (I) Landlord may terminate this Lease and Tenant's right to occupy the Premises, in which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises upon termination of the Lease, Landlord may, without prejudice to any other remedy it may have for possession or arrearages in Rent, enter and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises, or any part thereof, by force, if necessary, without being liable for prosecution or any claim of damages therefore. In the event this Lease is so terminated by Landlord, Tenant shall pay to Landlord on demand (A) all Base Rent, Percentage Rent, Operating Expenses, and other Additional Rent due and payable hereunder, accrued but unpaid through the date of termination, (B) third party costs incurred by Landlord to retake possession of the Premises, (C) all Costs of Reletting (as defined below), and (D) an amount equal to (y) the total Rent that Tenant would have been required to pay for the remainder of the Term, discounted to present value at the Prime Rate, minus (z) the then present fair rental value of the Premises for such period, similarly discounted. (ii) Landlord may enter upon and take possession of the Premises and expel or remove Tenant or any other person who may be occupying said Premises, or any part thereof, by force, ifnecessary, without having any civil or criminal liability therefor and without terminating this Lease. Landlord may relet the Premises or any part thereof for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant for such term or terms which may be greater or less than the period which would otherwise have constituted the balance of the Term and on such conditions (which may include concessions or free rent) and for such uses as Landlord in its absolute discretion may determine, and Landlord may collect and receive any rents 23 Landlord Initials: Tenant Initials: payable by reason of such reletting. Tenant shall pay Landlord on demand all Costs of Reletting and any deficiency that may arise by reason of such reletting. No such re-entry or taking of possession of the Premises by Landlord shall be construed as an election by Landlord to terminate this Lease unless Landlord gives Tenant a written notice of such termination. (b) Landlord shall not be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon any such reletting; provided, however, Landlord shall take all reasonable actions available to Landlord to mitigate its damages and loss resulting from Tenant's breach of this Lease. The parties agree that Landlord's duty to mitigate damages after a default by Tenant shall be satisfied if Landlord undertakes to lease the Premises in accordance with the following criteria: (i) Landlord shall have no obligation to solicit or entertain negotiations with any other prospective tenants until Landlord obtains full and complete possession of the Premises. (ii) Landlord shall not be obligated to offer the Premises to any prospective tenant when other premises in the Center suitable for that prospective tenant's use are currently available or wil I be available within the next three months. (iii) Landlord shall not be obligated to enter into a lease for die Premises with a prospective tenant (A) who does not have sufficient financial resources or operating experience to successfully operate a business in the Premises; (B) whose use would disrupt the tenant mix or balance in the Center; or (C) whose use would violate any requirement, covenant or exclusive use restriction contained in the lease of another tenant of the Center. (c) For purposes of this Lease, the term "Costs of Reletting" shall mean all costs and expenses Landlord incurs in connection with the relating of the Premises, including the cost of cleaning, renovation, repairs, advertisement, marketing, brokerage and legal fees, the cost of protecting or caring for the Premises while vacant, thecost of removing and storing any property left by Tenant in the Premises, any increase in insurance premiums caused by the vacancy of the Premises, and any other out of -pocket expenses incurred by Landlord, including tenant inducements such as the cost of moving the new tenant or tenants and the cost of assuming any portion ofthe existing lease(s) of the new tenant(s). When determining the Costs of Relating, the sum of Landlord's costs and expenses incurred in connection with cleaning, renovation, repairs, decoration and alteration of the Premises for a new tenant or tenants, advertisement, marketing, and brokerage shall not exceed the unamortized portion of (i) leasing costs and concessions, (ii) Landlord's Work and (EN) Tenant Improvement Allowance incurred by Landlord in leasing the Premises to Tenant hereunder. (d) Except as otherwise herein provided, no repossession or re-entering of the Premises or any part thereof pursuant to Section 15.2(a)(i i) shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such repossession or reentering; and notwithstanding any such repossession or reentering of the Premises or any part thereof by reason of the occurrence of an event of default, Tenant shall pay to Landlord the monthly Base Rent, Percentage Rent and Additional Rent or other sum required to be paid by Tenant pursuant to this Lease. (e) No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing by agreement, applicable law or in equity. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to a decree 24 LandIord Initials: Tenant Initials: compelling performance of any of the other covenants, agreements, conditions, or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity. Landlord's forbearance to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver• of such default. In the case of a non -monetary default by Tenant hereunder, Landlord may enter upon the Premises without having any civil or criminal liability therefor, and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant agrees to reimburse Landlord on demand for any third party expense that Landlord may incur in thus affecting compliance with Tenant's obligations under this Lease together with a supervisory fee of fifteen percent (15%), and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action, whether caused by Landlord's negligence or otherwise. The notice and cure periods, if any, relating to any such non -monetary default shall be as set forth in the provisions of this Lease that specifically describe such default, including any reductions of such periods in the event of emergencies. (g) In the event Tenant fails to have opened for business within three (3) days after the Rent Commencement Date, or fails to continuously operate Tenant's business in the Premises as required pursuant to the covenant in Section 5.2 above on more than three (3) days during any given Lease Year, Landlord may demand and Tenant shall thereafter pay $100.00 for each such additional day during which Tenant failed to be open for business, as liquidated damages for Tenant's breach. (h) This Section shall be enforceable to the maximum extent permitted by applicable law, and the unenforceabi l ity of any portion thereof shall not render unenforceable any other portion. To the extent any provision of applicable law requires some action by Landlord to evidence or effect the termination of this Lease or to evidence the termination of Tenant's right of occupancy, Tenant and Landlord hereby agree that written notice by Landlord to any of Tenant's agents, servants, or employees, which specifically sets forth Landlord's intention to terminate, shall be sufficient to evidence and effect the termination, Section 15.3 Security Deposit Concurrently with Tenant's execution of this Lease, Tenant shall deliver the Security Deposit to Landlord and will keep such sum on deposit at all times during the Term and any extensions thereof as security for the payment of the Rent herein agreed to be paid and for the faithful performance of all the terms, conditions, and covenants of this Lease. If Tenant shall be in default in the performance of any provision of this Lease, Landlord shall have the right to use said Security Deposit, or so much thereof as necessary, in payment of any Rent in default, in reimbursement of any expense incurred by Landlord, and in payment of any damages Landlord incurs by reason of Tenant's default. In such event, Tenant shall, on Landlord's written demand, forthwith remit to Landlord a sufficient amount by cashier's check to restore said deposit to its original amount. To the extent Landlord has not used said Security Deposit upon Tenant's full performance of this Lease, Landlord shall refund to Tenant, without interest, said Security Deposit or as much thereof as has not been used, within thirty (30) days after the later of (a) termination of the Lease or (b) surrender and acceptance of the Premises; provided, however, Landlord may retain all or a portion of the remaining Security Deposit as security for payment of Tenant's Pro Rata Share of Operating Expenses attributable to the period prior to the Lease termination until said amounts are calculated and paid in accordance with the provisions hereof. Landlord shall have the right to commingle the Security Deposit with other funds of Landlord. Notwithstanding the foregoing, Tenant will forfeit the Security Deposit to Landlord if Tenant is unable to obtain the Approvals, as set forth under "Contingency" in the Basic Lease Terms of this Lease. Section 15.4 Landlord's Default. In the event that Landlord shall at any time be in default of the observance or performance of any of the terms, covenants, conditions or agreements hereunder, and any such default shall continue for a period of thirty (30) days after Tenant's written notice to Landlord (unless an 25 Landlord Initials: Tenant Initials: emergency requires faster action, in which case the time period shall be determined by the specific set of circumstances), or, if such default is incapable of being cured in a reasonable manner within thirty (3 0) days, then if Landlord has not commenced to cure the default within such thirty (3 0) day period, then Tenant, at its option, with or without further notice or demand of any kind to Landlord, shall have the right to exercise any one or more of the following remedies: (1) to cure such default for the account of Landlord, and Landlord shall reimburse Tenant for any reasonable amount paid and any reasonable expense or contractual liability so incurred, including interest at the rate often percent (] 0%) per annum, upon invoice; (ii) to pursue the remedy of specific performance; or (iii) to seek money damages for Tenant's loss arising from Landlord's failure to discharge its obligations under the Lease. ARTICLE 16 End of Term Section 16.1 ;-.Holding Oven (a) This Lease shall terminate without further notice upon the Expiration Date (as the same may have been extended pursuant to Section 3.3), and any holding over by Tenant after the Expiration Date (or following the expiration of any extension thereof pursuant to Section 3.3), shall not constitute a renewal or extension of this Lease, or give Tenant any rights tinder this Lease, except as in writing signed by both parties. (b) if Tenant or any party claiming under Tenant shall not immediately surrender the Premises in the condition required by Sections 7.3(d) and 16.3 of this Lease on the date of the expiration or termination of the Term, Tenant shall become a tenant by the month, subject to all the terms, covenants, agreements and conditions of this Lease, except that the Base Rent and Percentage Rent payable by Tenant shall be one hundred and fifty percent (150%) of the Base Rent and Percentage Rent in effect during the last month of the Term. Said monthly tenancy shall commence on the first day following the expiration of the Term. As a monthly tenant, Tenant shall give to Landlord at least thirty (30) days' written notice of any intention to quit the Premises, and Tenant shall be entitled to thirty (30) days' written notice to quit the Premises, unless an event of default by Tenant exists hereunder, in which event Tenant shall not be entitled to any notice to quit, the usual thirty (30) days' notice to quit being hereby expressly waived. Notwithstanding the foregoing provisions of this Section, in the event Tenant shall hold over after the expiration of the Term and if Landlord shall desire to regain possession of the Premises promptly at the expiration of the Term, then at any time prior to Landlord's acceptance of Rent from Tenant as a monthly tenant hereunder, Landlord, at its option, may forthwith re-enter and take possession of the Premises without process or by any legal process in force in the jurisdiction in which the Center is located. Landlord may accept Rent in the holdover amount and concurrently commence legal proceedings to regain possession of the Premises. Tenant shall also pay to Landlord all damages sustained by Landlord resulting from Tenant's retention ofpossession, including the loss of any proposed subsequent tenant for all or any portion of the Premises. Force majeure is not an excuse to holding over. Section 16.2 Merger on Termination. Tenant's voluntary or involuntary surrender of this Lease, or the parties' mutual termination of this Lease, shall terminate any and all existing subleases unless Landlord, at its option, elects in writing to treat the surrender or termination as an assignment to it of any or all subleases affecting the Premises. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises, or any part thereof, if the same person acquires or holds, directly or indirectly, this Lease, or any interest in the Lease, and the fee estate in the Premises, or any interest in such fee estate. Section 16.3 Surrender of Premises; Removal of_1 • pe -ty. Upon the Expiration Date, or upon any earlier termination of this Lease, or upon the earlier termination of Tenant's right to occupy the Premises, Tenant shall quit and surrender possession of the Premises to Landlord in as good order, 26 Land lord Initials Tenant Initials: condition, and repair as when received or as hereafter may be improved by Landlord or Tenant, reasonable wear and tear excepted, and shall, without expense to Landlord, remove or cause to be removed from the Premises all personal property and debris. Tenant shall repair all damage to the Premises resulting from such removal, which repair shall include the patching and filling of holes and repair of structural damage. If Tenant shall fail to comply with the provisions of this Section, Landlord may remove such personal property (and may dispose of the same in any manner without any requirement to account to Tenant therefor) and/or make any repairs, and the cost to Landlord shall be Additional Rent payable by Tenant upon demand. Section 16.4 Tern ination+ Advance Pa yment . Upon termination of this Lease under Article 12, Article 13, or any other termination not resulting from Tenant's default, and after Tenant has vacated the Premises in the manner required by this Lease, an equitable adjustment shall be made concerning any advance Rent and any other advance payments made by Tenant or Landlord. ARTICLE 17 Payments a n d Notices Section 17.1 Payments. All sums payable by Tenant to Landlord shall be paid in lawful money of the United States at Landlord's address set forth in the Basic Lease Terms, or at any other place as Landlord may reasonably designate in writing. Unless this Lease expressly provides otherwise, as for example in the payment of Rent, all payments shall be due and payable within five (5) days after demand. All payments requiring proration (including Base Rent, Percentage Rent and Operating Expenses for the first and last months of the Term) shall be prorated on the basis of a thirty (3 0) day month and a three hundred sixty (360) day year. Section 17.2 Notices. Any notices, demands, or other communications required or desired to be given under any provision of this Lease shall be given in writing and shall be deemed given or received, as the case may be, upon the first of the following to occur: 0) when personally delivered to such party (or, in the case of notices to Tenant, posted upon the Premises), (ii) one business day after delivery to a national overnight courier service, delivery costs paid or provided for by sender, or (iii) two business days after mailing by certified or registered mail, postage prepaid and return receipt requested; all addressed to the Address for Notice set forth in the Basic Lease Terms. Notice shall not be deemed effective if provided by facsimile or other electronic means, nor shall the use of the phrase "in writing" or the word "written" be construed to include electronic communications. ARTICLE 18 Transfer of Landlord's Interest Subject to the provisions of Section 19.1, Landlord may freely assign its right, title, and interest in and to this Lease, in whole or in part, without the need of Tenant's consent. In the event that Landlord so assigns its interest in this Lease, Tenant shall attorn to such successor. In the event of any transfer of Landlord's interest in the Premises, Landlord shall be automatically relieved of all its obligations accruing under this Lease from and after the date of the transfer, provided that any funds held by the Landlord in which Tenant has an interest shall be turned over, subject to that interest, to the transferee, and Tenant shall be notified of the transfer as required by law. It is intended that the covenants and obligations contained in this Lease on the part of the Landlord shall be, subject to the foregoing, binding on the Landlord, its successors and assigns, only in respect to their respective successive periods of ownership. ARTICLE 19 27 Landlord Initials: Tenant Initials: Covenant of Title and Quiet Possession Section 19.1 Covenant of Title. Landlord warrants and represents to Tenant that the Landlord is solely vested with fee simple title to the Premises and the Building, and has full right and lawful authority to lease the Premises to Tenant. Landlord further warrants and represents that there are no liens, encumbrances, mortgages, easements, or any other matters affecting title that would preclude or otherwise adversely affect Tenant's intended use or other rights or benefits under this Lease. In the event of a sale of the Premises or a change in ownership of Landlord's estate, or if Landlord assigns or transfers this Lease, Landlord shall cause the new owner, assignee or transferee, as applicable, to assume the provisions of this Lease. Notwithstanding anything contained in the Lease to the contrary, Landlord covenants with Tenant to keep Tenant in quiet possession of the Premises during the Term of this Lease and any extensions thereof. Section 19,2 Quiet Possession. Landlord represents and warrants that the terms of this Lease, including, without limitation, the intended use ofthe Premises by Tenant, are not in violation of or inconsistent with any other agreement or covenant of any kind whatsoever that relates to the Premises. Landlord further covenants that it will, during the Teri rm of this Lease, comply with the terms of any other agreement or covenant of any kind whatsoever relating to the Premises or this Lease, and will keep the Premises free and clear of alt agreements or covenants of any kind whatsoever that would preclude or otherwise adversely affect Tenant's possession or use of the Premises or Tenant's other rights and benefits under this Lease. ARTICLE 20 Miscellaneous Section 20.1. Binding Nature, Subject to Articles 10 and 18, all rights and liabilities given to or imposed upon Landlord and Tenant shall extend to and bind their respective heirs, executors, administrators, successors and assigns. Nothing contained in this Section is intended, or shall be construed, to grant to any person other than Landlord and Tenant and their successors and assigns any rights or remedies under this Lease, Section 20,2 Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Section 20.3 M1S everra lei I ice. If any term or provision of this Lease shalt be held invalid or unenforceable to any extent, the remainder of this Lease shall not be affected d and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. Section 20.4 Entire Agreement. The parties hereto declare and represent that this document embodies and sets forth the entire agreement and understanding between them relating to the subject matter .I hereof, and that it merges and supersedes all prior discussions, agreements, understandings, representations, conditions, warranties and covenants between them on said subject matter. Section 20.5 Amendments. To be effective and binding on Landlord and Tenant, any amendment, supplement, or other modification to the provisions of this Lease must be made in writing and executed by both Landlord and Tenant. Section 2116 Recording; Security Interest, Tenant shall not record or file this Lease or any form of memorandum of lease, or any assignment or security document pertaining to this Lease or all or any part of Tenant's interest therein without Landlord's prior written consent, which consent shall not be unreasonably withheld. If such consent is granted, Tenant will pay all recording fees, costs, taxes, and other expenses for the recording. However, upon Landlord's request, both parties shall execute a memorandum or "short form" of this Lease for the purposes of recordation in a form customarily used for such purposes. 28 Landlord Initials: Tenant Initials: Said memorandum or short form of this Lease shall describe the parties, the Premises, and the Term and shall incorporate this Lease by reference. Furthermore, this Lease shall be considered a financing statement pursuant to the provisions of the Uniform Commercial Code of the State of Colorado covering Tenant's personal property, inventory and fixtures located in or about the Premises, and Tenant hereby grants Landlord a security interest in such property. Landlord is hereby authorized to complete and file one or more financing statements (including on Form UC -1), at Landlord's sole expense. Section 20.7 Waiver. The waiver by either party of any term, covenant, or condition contained herein shall not be deemed a waiver of such term, covenant, or condition for any subsequent breach of the same or any other term, covenant or condition contained herein. Section 20.8 Laic Charges; Interest, (a) Late Charge for Late Rent. If any installment or payment of Rent or any sum due from Tenant shall not be received by Landlord or Landlord's designee on or within five (5) days following the date such sum is due, then Tenant shall pay to Landlord a late charge equal to the greater of $175.00 or five percent (5%) of the amount past due, but in no event more than the legal maximum on such past due amount. Any late charges shall be added to the delinquent installment or payment due under the Lease. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost Landlord will incur by reason of Tenant's late payment. (b) Interest. In addition to the foregoing late charge, if any payment due to Landlord under this Lease is not paid on the date due, then Tenant shall pay to Landlord interest on the overdue amount at a rate often percent (10%) per annum. (c) Other Late Charges. If Tenant fails to deliver any statement, document or other information to Landlord within five (5) days following expiration of the time period specified in this Lease for delivery of p such, then Tenant shall pay to Landlord, upon Landlord's written demand, a latecharge of $100.00 per day after the due date for s a.i d delivery, until the delivery is made. All late charges and interest under this Section constitute Additional Rent under this Lease. Section 20.9 Force i°eurc. The occurrence of any of the following events shall excuse such obligations of Landlord or Tenant as are thereby rendered impossible or reasonably impracticable racticable (excepting obligations to pay money, which will not be excused or deferred) for so long as such event continues: strikes; lockouts; labor disputes; acts of God; inability to obtain labor, materials or reasonable substitutes therefor; governmental restrictions, regulations, or controls; inability to obtain approvals or permits from applicable municipalities or agencies through no fault of, or for reasons outside thecontrol of, Landlord or Tenant; judicial orders; enemy or hostile governmental action; civil commotion; fire, flood, or other casualty; and other causes beyond the reasonable control of the party obligated to perform. Section 20.10 Counting Days. Whenever this Lease specifies a certain number of days, the days shall be counted using calendar days unless the applicable provision specifically calls for business days. In computing any period of time described herein, the day of the act or event as to which the designated period of time begins to run is not to be included, and the last day of the period so computed is to be included. The last day of any period of time described herein (and the "close of business" on any business day) shall be deemed to end at 5:00 p.m. in the Denver, Colorado, metropolitan area. If any period of time set forth in this Agreement expires on a holiday or other nonbusiness day, then such expiration date shall be the next business day. If the date for performance of any action hereunder falls on a holiday or other nonbusiness day, then such date shall be extended to the next business day. As used herein, "a holiday or other nonbusiness day" shall mean Saturday and Sunday of each week and banking holidays observed in the Denver, Colorado, metropolitan area. All other days of the week shall constitute business days. 29 Landlord Initials: Tenant Initials: Section 20.11 Attorneys' Fees. The prevailing party in any action brought under the provisions of this Lease is entitled to recover damages, reasonable attorney fees, and costs of suit. Landlord may also recover its reasonable attorneys' fees incurred in posting any statutory notices required to recover possession of the Premises following a default by Tenant hereunder. Section 20.12 Choice of Law. This Lease shall be governed by and construed in accordance with the laws of the State of Colorado. Section 20.13 Confidentiality. The parties agree to keep confidential all of the terms, covenants, and conditions of this Lease, which information they shall not disclose to any person (including, without limitation, any other tenant or prospective tenant in the Center) without prior written consent of the other party, with the exception of disclosures of such information as each party may reasonably make to its accountants, attorneys, employees, agents, real estate brokers, business partners (including, without limitation, banks, franchisors, lenders and guarantors), prospective business partners and prospective assignees and subtenants. Section 20.14 Litnitat ons on Landlord's Li hil . (a) Except to the extent expressly stated herein, Landlord shall not be liable to Tenant, t, its employees, agents, Invitees, licensees, customers, clients, family members, or guests for any damage, injury (including death), loss, compensation or claim, including, but not limited to, claims for the interruption or loss of Tenant's business, based on, arising out of, or resulting from any cause whatsoever, including, but not limited to, the following: repairs to any portion of the Premises or the Building; the negligence of Landlord or any of its servants, agents, contractors, or employees; interruption in the operation or use ofthe Premises; any accident or damage resulting from the use or operation (by Landlord, Tenant, or any other person or persons) of elevators, or of the heating, air-conditioning, electrical, or plumbing equipment or apparatus; the termination of this Lease by reason of the destruction of the Premises; any fire, explosion, fatting plaster, steam, gas, robbery, theft, mysterious disappearance, and/or any other casualty; the actions of any other tenants of the Building or of any other person or persons; any failure or inability to furnish sh any of the utilities or services required to be furnished by Landlord hereunder; any leakage in any part or portion of the Premises or the Building, or from water, rain or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes, appliances or plumbing work in the Building or from the roof, street or subsurface or resulting from dampness or from any other cause of any nature. Subject to the provisions of th i s Lease, the occurrence of any of the foregoing items described in this subsection (a) shall not be considered an eviction, actual or constructive, of Tenant from the Premises and shall not entitle Tenant to terminate this Lease or to an abatement, set-off, counterclaim against, or reduction of, any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant or its employees in or about the Premises or Building shall be at Tenant's sole risk, and Landlord shall not in any manner be held responsible therefor. Notwithstanding the foregoing provisions of this Section, but subject to the other provisions of this Lease, Landlord shall not be released from liability to Tenant for any damage or injury caused by the willful misconduct ofLandlord ord or its employees. In no event shall Tenant make any claim against Landlord for consequential, indirect or punitive damages. (b) In the event that Tenant shall have a claim against Landlord, Tenant shall not have the right to deduct the amount allegedly owed to Tenant from any Rent payable to Landlord hereunder, it being understood that Tenant's sole method for recovering upon such claim shall be to institute an independent action against Landlord. (c) In the event of an alleged default by Landlord under this Lease, Tenant may in no event offset its Rent, or perform Landlord's obligations (except in an emergency), or deduct any amounts 30 Landlord Initials Tenant initials! from Tenant's rental obligations under this Lease (except as expressly set forth above); Tenant's sole remedies are to bring an appropriate action for specific performance against Landlord or to sue Landlord for damages, and only after giving Landlord written notice and a reasonable period of time (not to exceed thirty (3 0) days) within which to cure or initiate cure of its default. Damages against Landlord are limited to actual direct damages only and shall not include consequential, indirect, special, or exemplary damages. All Landlord's obligations under this Lease shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord's obligations under this Lease. 1 t is expressly understood and agreed that (i) any money judgment resulting from any default or other claim arising under this Lease against Landlord shall be satisfied only out of Landlord's equity in the Center and the current rents, issues, profits, and other income received by Landlord from its operation of the Center, net of all current operating expenses, liabilities, reserves and debt service associated with such operation ("Net Income" for purposes of this Article only), (ii) neither Landlord nor its members, employees, agents, or affiliates shall be individually or personally liable for any claim arising out of this Lease, and no real, personal, or mixed property of Landlord or its affiliates, wherever located, other than the Net 1 n corn e, shall be subject to levy on any such judgment obtained against Landlord, and (iii) if such Net Income is insufficient to satisfy such judgment, Tenant will not institute any further action, suit, claim, or demand, in law or in equity, against Landlord or its members, employees, agents, or affiliates for or on the account of such deficiency, and Tenant hereby waives, to the fell extent permitted under law, any right to satisfy said money judgment against Landlord and its members, employees, agents, or affiliates except from Net Income. Section 20.15 Brokers. The Landlord and Tenant have each employed the brokers listed in Section 1.1 for the negotiation or execution of this Lease. Section 20.16 No Security .m Measures. Tenant acknowledges (a) that the Base Rent, Percentage Rent and Operating Expenses do not include the cost of any security measures for any portion of the Premises or the Building, (b) that Landlord has no obligation to provide any security measures, (c) that Landlord has made no representation to Tenant regarding the safety or security of the Premises or Bu id i ng, and (d) that Tenant is solely responsible for providing any security it deems necessary to protect itself, its property, and its contractors, agents, employees or Invitees in, on, or about the Premises and the Building. Landlord has no duty to warn Tenant of any dangerous conduct or criminal acts that have occurred on or near the Building, regardless of Landlord's knowledge of such crimes or conduct. Section 20.17 Entry and Inspection. Landlord shall at all times have the right, provided notice is given no less than 24 hours in advance to Tenant (except where Landlord determines an emergency exists and provided that Landlord abides by Tenant's reasonable security and privacy requirements) , to enter the Premises to inspect them, to supply services in accordance with this Lease, to protect Landlord's interests in the Premises, to alter, improve, or repair the Premises or any other portion of the Building (with Tenant's prior acknowledgment and concurrence), or as otherwise permitted in this Lease, all without being deemed to have caused a constructive eviction of Tenant and without abatement of Rent except as may be provided elsewhere in this Lease. During the last one hundred twenty (120) days of the Term, Landlord may, after providing 24 hours advance notice, enter the Premises to show the Premises to prospective tenants so long as all commercially reasonable efforts are taken to avoid interruption of Tenant's Permitted Use or occupancy of the Premises; and may otherwise show the Premises to Landlord's lenders, investors, and potential purchasers of the Center. If Tenant permanently vacates the Premises and fails to pay Rent, Landlord may enter the Premises and alter them without abatement of Rent and without liability to Tenant. Landlord shall at all times have and retain a key or code which unlocks all of the doors in the Premises, excluding Tenant's vaults and safes, and Landlord shall have the right to use any and all means which Landlord may deem proper to open the doors in an emergency in order to obtain entry to the Premises. Any entry to the Premises obtained by Landlord pursuant to this Section shall not under any circumstances be 3l Landlord Initials Tenant Initials: deemed to be a forcible or u n l awfu l entry into, or a detainer of the Premises, or a constructive eviction of Tenant from the Premises. Section 20.18 Landlord's Modifications. So long as such actions do not materially adversely affect Tenant' s and Tenant's Invitee's use and enjoyment of the Premises or access thereto, Landlord may from time to time (a) temporarily close any of the Common Facilities for maintenance purposes, (b) temporarily close off or otherwise utilize portions of the Common Facilities while constructing improvements or making repairs or alterations to any portion of the Building, (c) make any changes to the Common Facilities, or any part of the Building, including changes to buildings or other improvements, the addition of new buildings or other improvements, or changes in the location of driveways, entrances, exits, vehicular parking spaces, or the direction of the flow of traffic; and (d) use portions of the Common Facilities for, among other things, entertainment, advertising, displays, the leasing of kiosks, or such other uses, commercial or otherwise. Section 20.19 Counterparts. This Lease may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute but one and the same instrument. Section 20.20 Inducement Reca )tire in Event of Default. Any agreement by Landlord for free or abated rent or other charges applicable to the Premises, or for the giving or paying by Landlord to or for Tenant of any cash or other bonus, inducement or consideration for Tenant's entering into this Lease, including, but not limited to, any tenant allowance or free rent, all of which concessions are hereinafter referred to as "Inducement Provisions" shall be deemed conditioned upon Tenant's full and fa i t hfu l performance of all of the terms, covenants and conditions of this Lease to be performed or observed by Tenant during the term hereof as the same may be extended. Upon the occurrence of an uncured default of this Lease by Tenant, (a) any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and (b) any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Landlord under such an Inducement Provision, shall be immediately due and payable by Tenant to Landlord, additional p y d� and recoverable by Landlord, as add�tlonal rent due under this Lease. The acceptance by Landlord of rent or the cure of the event of default which initiated the operation of this Section shall not be deemed a waiver by Landlord of the provisions ofthis s Section unless specifically so stated in writing by Landlord at the time of such acceptance. Section 20.21 Outdoor Patio Area. (a) Tenant, at Tenant's sole cost and expense, shall have the right to install railings and planters and place outdoor seating, umbrellas, serving stations and tables to create an outdoor patio dining area immediately adjacent to the Premises which shall not exceed the area permitted for such use by applicable governmental authorities (the "Outdoor Patio Area") for the Permitted Use, subject to (i) plans and specifications to be submitted by Tenant to Landlord and approved by Landlord, (ii) compliance by Tenant with all laws, rules and regulations pertaining to, and procurement by Tenant of, any and all governmental approvals, consents and permits required to be obtained for, Tenant's intended use thereof, and (iii) Tenant's compliance with the terms of this Section and with the other terms and conditions of this Lease. (b) In connection with the Outdoor Patio Area, Tenant shall not (i) permit seating for more than the number of customers permitted by applicable law and by Landlord, (ii) use the Outdoor Patio Area for special events which do not involve a sit-down restaurant use, or (iii) utilize any other areas for seating, tables and chairs outside of the Premises other than the Outside Patio Area. In no event shall Tenant's use of the Outdoor Patio Area unreasonably impede the flow of pedestrian traffic on the sidewalk surrounding the Premises. Tenant shall not be required to open the Outdoor Patio Area, however, in the 32 Landlord Initials: Tenant Initials: event Tenant does open the Outdoor Patio Area, such Outdoor Patio Area may beoperated by Tenant only during the hours of operation of Tenant's business in the Premises in accordance with the provisions of this Lease, subject, however, to (x) Tenant's right not to open the Outdoor Patio Area during inclement weather or unsuitable seasons of the year (i.e. winter); and (y) the covenants and restrictions set forth in this Section. (c) All of the terms and conditions of this Lease, including all covenants and restrictions specifically set forth in this Lease pertaining to use of the Premises, shall apply to Tenant's use of the Outdoor Patio Area, except that Tenant shall not be required to pay Base Rent or any Rent Adjustments for the Outdoor Patio Area. Tenant acknowledges and agrees that it is responsible for obtaining and maintaining any permits or licenses required by any governmental authority for the operation of the Outdoor Patio Area and for the sale of alcoholic beverages in the Outdoor Patio Area, and complying with any governmental conditions imposed regarding such operation and/or the sale and consumption of alcoholic beverages in the Outdoor Patio Area. Landlord makes no representations or warranties whatsoever with respect to the availability of consents, approvals or permits by governmental authorities for use of the Outdoor Patio Area (now or in the future) or of the suitability of the Outdoor Patio Area for restaurant use or any other purpose. During the hours when Tenant is not open for business in the Premises, Tenant shall either remove all of its furniture, equipment and property from the Outdoor Patio Area or secure such furniture, equipment and property in a neat, tidy and attractive manner. During the months when Tenant is not using the Outdoor Patio Area, Tenant shall remove all of its furniture, equipment and property from the Outdoor Patio Area and store it off -site, (d) Tenant will be solely responsible for maintaining the Outdoor Patio Area in first- class, clean condition and in accordance with the terms of this Lease relating to the Premises at all times. Tenant shall periodically perform the following maintenance and cleaning procedures: (i) clear the tables in the Outdoor Patio Area of all dirty dishes, glassware and silverware as is reasonably necessary to maintain a clean and neat appearance; and (ii)no less frequently than every other day, hose -down the Outdoor Patio Area to clear it of all food and other stains and residue. Tenant shall be permitted to place or keep tables and chairs in the Outdoor Patio Area in those areas that are in accordance with Landlord's prior written approval and in accordance with applicable law. Tenant specifically agrees that the design, manufacture and number of tables and chairs, and the design, manufacture and method of installation for all other improvements, including any planters, railing or fencing of the Outdoor Patio Area, shall be approved in advance in writing by Landlord (and shall conform to the building standards determined by Landlord) and shall be at Tenant's sole cost and expense. Any change in the style or type of furniture in the Outdoor Patio Area, including umbrellas, planters, railings and other items, must be approved in writing by Landlord. Tenant will repair or replace, as necessary and at Tenant's sole cost and expense, all such furniture within the Outdoor Patio Area, Because the appearance of the open space adjacent to the Building affects the Building's investment value, Landlord reserves sole authority to approve, and to require repairs to or replacement of, any and all furniture, equipment or property of any kind used in the Outdoor Patio Area, in Landlord's sole discretion. (e) Landlord reserves the right to suspend, or to terminate, at Landlord's sole election, Tenant's rights to use the Outdoor Patio Area with respect to all or any portion ofthe the Outdoor Patio Area if (i) Tenant is in default under any of the terms, covenants or provisions of this Section or of this Lease beyond any applicable notice and cure period, or (ii) Landlord needs the Outdoor Patio Area or any part thereof on a temporary basis in connection with a renovation, expansion, repair or maintenance of the Building (in which event Tenant's rights in and to the Outdoor Patio Area shall be suspended for the period reasonably required by Landlord to conduct such activities and Landlord shall use reasonable efforts not to unreasonably interfere with the operation of the restaurant inside the Premises). Tenant shall promptly cease to use and vacate from all or any portion of the Outdoor Patio Area with respect to which the Tenant's rights have been terminated. 33 Landlord Initials: Tenant Initials: Section 20.22 Liquor License. (a) Tenant shall, at all times, comply with all liquor license laws, rules and regulations, including taking all actions and paying all fees or costs for the prompt and punctual renewal of the liquor license. In no event shall Tenant attempt to change the location of the liquor license; attempt to procure a change in the class of liquor license; or attempt to surrender the liquor license. (b) Tenant covenants and agrees that in the event of any default by Tenant under this Lease, the liquor license shall remain with the Premises and Landlord or its assigns shall have the right to apply for and receive a transfer of the ownership of said liquor license, or take such other action with respect to the liquor license as Landlord or its assigns deems appropriate. Tenant shall cooperate with Landlord and/or its assigns and timely execute any and all related documents in that regard. (c) If Tenant suffers any violations of the liquor license, documented and proven by a governmental authority through an official judgment, which could result in the suspension, revocation or non -renewal of the liquor license, Tenant shall immediately notify Landlord or its assigns at which time Landlord or its assigns may elect, in its sole and absolute discretion, to declare Tenant to be in default of the Lease, at which time Landlord or its assigns shall have the immediate right to terminate the Lease and retake exclusive possession and control of the Premises, without waiving any other rights under the Lease, or any other rights under law or statute, and without the need to file legal proceedings. Tenant hereby waives any additional notice as may or may not be required under the law or any agreement, including the Lease, and Tenant shall cooperate in good faith with Landlord and its assigns in the event Landlord or its assigns is required to terminate the Lease and retake possession of the Premises, including the prompt execution of an affidavit of transfer and related liquor license documents. Landlord and Tenant agree and acknowledge that Landlord or its assigns will rely on this provision to repossess the Premises and transfer the liquor license from Tenant to Landlord or its assigns, without the need for any judicial proceedings, or any additional agreements or consideration as between the parties. (d) If Tenant shall fail to timely, promptly and fully perform or cooperate with Landlord or its assigns, at any time, Tenant hereby constitutes and appoints Landlord as its true and lawful attorney, irrevocably, with full power, which power shall become effective upon an event of default and shall continue only during the continuance of an event of default, to perform Tenant's duties herein or cause them to be performed, to act, require, demand, record, compound and give acquittance for any and, all matters relating to the liquor license as Landlord or its assigns may deem to be necessary or advisable, including executing any and all documents necessary to effectuate a transfer of the liquor license to Landlord or its assigns. This appointment as attorney is coupled with an interest. Section 20.23 Landlord Lien. Landlord shall have at all times a valid lien for all rentals and other sums of money becoming due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture and other personal property of Tenant situated on the Premises (collectively, "Collateral"), and such Collateral shall not be removed therefrom without the wriitten consent of Landlord. Landlord may file a UCC statement evidencing the same at Landlord's option. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any other remedies provided herein or by law, enter upon the Premises and take possession of all or any part of the Collateral without liability for trespass or conversion, and sell the same with or without notice at public or private sale, with or without having such property at the sale, at which Landlord or his assigns may purchase, and apply the proceeds thereof less any and all expenses connected with the taking of possession and sale of the property, as a credit against any sums due by Tenant to Landlord. Any surplus shall be paid to Tenant, and Tenant agrees to pay any deficiency forthwith. Alternatively, the lien hereby granted may be foreclosed in the manner and form provided by law for foreclosure of security interest or in any other form provided by law. Statutory liens for rent, if any, are not hereby waived, the express contractual lien herein granted being, in addition and supplementary thereto. 34 Landlord Initials: Tenant Initials: Anything herein to the contrary notwithstanding, purchase money financing of Tenant's removable trade fixtures and equipment shall not be a default under this Article and, upon reasonable request, Landlord agrees to subordinate its lien to the lien of an unrelated party providing financing for Tenant's acquisition of goods, wares, equipment, fixtures, furniture and other personal property located on. the Premises or for operation of the Premises, Tenant warrants to Landlord that there are no prior liens or security interests on said Collateral. iN WITNESS WHEREOF, Landlord has executed this Lease to be effective as of the Effective Date, notwithstanding the actual date ofLandlord's execution hereof. Date: March 1, 2022 45 ACRES LLC Justin Caruso IN WITNESS WHEREOF, Tenant has executed this Lease to be effective as of the Effective Date, notwithstanding the actual date of Tenant's execution hereof. Date: March 1, 2022 Landlord Initials: Tenant Initials: a Colorado By: y� : Name: A cad re Es Title: ren C 35 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 so 51 52 53 54 55 56 57 50 59 60 61 62 63 64 65 66 67 68 69 70 SPACE ?'elD LL IAN E - Pyramid t Ste Englewood, 80112 Justin M. Caruso Space Alliance Ph: 303-895-1521 Fax: 720.496.4943 the printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission, (CB 4-5-19) (Mandatory 7-19) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) ( Property with No Residences) (123 Property with Residences=Residential Addendum Attached) Date: 8/25/2021 LAGREEMENT 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract (Contract). PARTIES AND PROPERTY. 2.1. Buyer. Buyer; To Be Formed LL ` (Buyer) will take title to the Property described below as Joint Tenants E Tenants In Common El Other Based on LLC partnershipagreement 2,2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. .3. Seller. Robert M Stahl and Mazy E Stahl (Seller) is the current owner of the Property described below. 2.4. Property. The Property is the following legally described real estate in the County of Weld, Colorado: 16152 PT LS W OF RIVER LPT MEADOWS DI IN NWISW4 18 2 88 16151 PT 1.6 18 2 66 W. of River In Div 1 Lupton Meadows known as No. 9378 County Road 25, Fort Lupton, CO 80621, together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of Seller in vacated streets and alleys adjacent thereto except as herein excluded (Property). .5. Inclusions. The Purchase Price includes the following items (Inclusions): 2.5.1. Inclusions. The following items, whether fixtures or personal property, are included in the Purchase Price unless excluded under Exclusions: Purchase will included all FF&E for the Event Center and operation of the Winery. If any y additi onal items are attached to the Property after the date of this Contract, such additional items are also included in the Purchase Price. 2.5.2. Personal Property -- Conveyance. Any personal property must be conveyed at Closing by Seller free and clear of all taxes (except personal property taxes for the year of Closing), liens and encumbrances, except We. Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 2.6. Exclusions. The following items are excluded (Exclusions): Sellers Personal Property CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 1 of 22 CTMeContracts corn - ©2021 CM' Software Corp 71 72 73 74 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 ■ tile Any deeded water rights will be conveyed by a good and sufficient mea deed at Closing. d 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in 2.7.1, 2.7.3, 2.7.4 and 2.7.5, will be transferred to Buyer at Closing: rile 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is Seller will provided all permit numbers and information 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 12 shares/units of The Lupton Meadows Ditch Company 2.7.5. Water and Sewer Taps. The parties agree that water and sewer taps listed below for the Property are being conveyed as part of the Purchase Price as follows: n/a If any water or sewer taps are included in the sale, Buyer is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time and other restrictions for transfer and use of the taps. 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2 (Other Rights Relating to Water), § 2.7.3 (Well Rights), § 2.7.4 (Water Stock Certificates), or § 2.7.5 (Water and Sewer Taps), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 2.8. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: .7.. Water Rights, Well Rights, Water and Sewer Taps. 2.7.1. Deeded Water Rights. The following legally described water rights: n/a 3 DATES, DEADLINES AND APPLiCABILiTY,. 3.1. Dates and Deadlines. item No. Reference 1 §4.3 2 §8.1,8.4 3 §8.2, 8.4 4 §8.3 5 §8.3 6 V §8.5 7 §8.6 ii §7.2 §7.4 w 10 §10.'1 11 ',hill() 12 §5.1 13 §5.2 14 § 5.3 Event Alternative Earnest Money Deadline Title Date or Deadline 5 Days After MEC Record Title Deadline Record Title Objection Deadline 15 bays After MEC Off -Record Title Deadline Off -Record Title Objection Deadline Title Resolution Deadline 30 Days After MEC 15 Days After MEC 30 Days After MEC Right of First Refusal Deadline wners' Association Association Documents Deadline Association Documents Termination Deadline eller's Disclosures 45 Days After MEC twa n/a n/a Seller's Property Disclosure Deadline n/a Lead -Based Paint Disclosure Deadline (if Residential Addendum attached) oan and Credit New Loan Application Deadline n/a 10 Days After MEC New Loan Termination Deadline Buyer's Credit Information Deadline CBS4-5-19, CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 2 of 22 60 Days After MEC, n/a J CTMeContracts corn - ©2021 CTM Software Corp 141 142 143 144 1115 146 14/ 148 149 150 151 152 153 154 155 155 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 1'97 198 199 200 201 202 203 204 205 206 207 208 209 210 34 15 §5.3 16 17 18 19 5.4 §5.4 §4.7 20 21 22 24 §62 §6.2 §6.2 §9.1 g.3 Disapproval of Buyer's Credit Information Deadline 1 --Existing Loan Deadline n/a nth Existing Loan Termination Deadline fl/a Loan Transfer Approval Deadline Seller or Private Financing Deadline 'Appraisal §10.3 §10.3 10.3 § 10.5 §10.6 35 36 § 10. 10.5 '10.6 37 38 §10.6 §15.7 §io.o § 11.1,11.2 §11.3 39 40 41 42 43 §17 §28 §28 ()a n/a n/a Amara isal Deadline 50 Days After MEC' Appraisal Objection Deadline 55 Days After MEC' Appraisal Resolution Deadline 60 Days After MEC Survey New ILC or New Survey Deadline New !LC or New Survey Objection Deadline New ILC or New Survey Resolution Deadline Inspection and Due Diligence Inspection Objection Deadline Inspection Termination Deadline 40 Days After MEC 45 Days After MEC 50 Days After MEC 45 Days After MEC i Inspection Resolution Deadline 60 Days After MEC Property Insurance Termination Deadline 40 Days After MEC. Due Diligence Documents Delivery Deadline 10 Days After MEd Due Diligence Documents Objection Deadline 60 Days After MEG Due Diligence Documents Resolution Deadline 65 Days After MEC Environmental Inspection Termination Deadline ADA Evaluation Termination Deadline Conditional Sale Deadline Lead -Based Paint Termination Deadline (if Residential Addendum attached) Estoppel Statements Deadline 60 Days After EC n/a n/a 1 rile lia Estoppel Statements Termination Deadline r�Ia Closing and Possession Closing Date 90 Days After MEC' Possession Date 90 Da s After MEC Possession Time Ac ce p tan ce Deadline Date In/a 8/18/2021 Wednesday Acce ?tance Deadline Time 8:00PM 3.2. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. If any deadline blank in § 3.1 (Dates and Deadlines) is left blank or completed with the abbreviation "N/A!", or the word "Deleted," such deadline is not applicable and the corresponding provision containing the deadline is deleted. If no box is checked in a provision that contains a selection of "None", such provision means that "None" applies. The abbreviation "MEG'" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 4. PURCHASE PRICE AND TERMS. C]S4-5-19. CONTRACT TD BUY AND SELL REAL ESTATE - Land Page 3 of 22 CTMeContracts corn - ©2021 CTM Software Corp 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 259 270 271 272 273 274 275 276 277 278 279 28& follows: 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as rItem No. Reference 4.1 2 4 5 §4.3 § 4.8 8 9 10 § 4.8 § 4.7 4.7 n/a n/a 4.4 Item Amount Purchase Price Earnest Money New Loan $21700,001100 Assumption Balance Private Financing Seller Financing ri/a Amount $1001000.00 $2460,000.00 Cash at Closing TOTAL $2,700;000.00 $440,000.00 $217OO1OO0.OO 4.2. Seller Concession. At Closing, Seller will credit to Buyer n/a (Seller Concession). The Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. 4.3. Earnest Money. The Earnest Money set forth in this section, in the form of a Good Funds, will be payable to and held by National 1 Source (Earnest Money Holder)., in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. in the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 4. .1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided in § 24 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three days of Seller's receipt of such form. 414. Form of Funds; Time of Payment; Available Funds. 4.4A. Good Funds. Ad amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this Contract,Does II Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 4.5. New Loan. CHS4-5-19, CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 4 of 22 CTMeCoiitracts corn - ©2021 CTN4 Software Corp 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 325 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 34 350 CBS4-5-19. 4.5.1. Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in 4 4.2 (Seller Concession), if applicable, must timely pay Buyer's loan costs, loan discount points, prepaid items and loan origination fees as required by lender. 4.5.2. Buyer May Select Financing. Buyer may pay In cash or select financing appropriate and acceptable to Buyer, including a different loan than initially sought, except as restricted in i 4.5.3 (Loan Limitations) or § 30 (Additional Provisions). 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: DE4 Conventional ■ Other n/a. 4.6. Assumption. (Omitted as inapplicable) 4.7. Seller or Private Financing. WARNING: Unless the transaction is exempt, federal and state laws impose licensing, other requirements and restrictions on sellers and private financiers. Contract provisions on financing and financing documents, unless exempt, should be prepared by a licensed Colorado attorney or licensed mortgage loan originator. Brokers should not prepare or advise the parties on the specifics of financing, including whether or not a party is exempt from the law. 4.7.1. Seller Financing. If Buyer is to pay all or any portion of the Purchase Price with Seller financing, Buyer Seller wi!r deliver the proposed Seller financing documents to the other party on or before ilia days before Seller or Private Financing Deadline. 4.7.1.1. Seller May Terminate. if Seller is to provide Seller financing, this Contract is conditional upon Seller determining whether such financing is satisfactory to the Seller, including its payments, interest rate, terms, conditions, cost and compliance with the law. Seller has the Right to Terminate under § 25.1, on or before Seller or Private Financing Deadline, if such Seller financing is not satisfactory to Seller, in Seller's sole subjective discretion. 4.7.2. Buyer May Terminate. if Buyer is to pay all or any portion of the Purchase Price with Seller or private financing, this Contract is conditional upon Buyer determining whether such financing is satisfactory to Buyer, including its availability, payments, interest rate, terms, conditions and cost. Buyer has the Right to Terminate under § 25.1, on or before Seller or Private Financing Deadline, if such Seller or private financing is not satisfactory to Buyer, in Buyer's sole subjective discretion. ■ TRANSACTION PROVISIONS 5. FINANCING CONDITIONS AND OBLIGATIONS. 5.1. New Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such Joan or approval. 5.2. New Loan Review. if Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its availability, payments, interest rate, terms, conditions and cost. This condition is for the sole benefit of Buyer. Buyer has the Right to Terminate under § 25.1, on or before New Loan Termination Deadline, if the New Loan is not satisfactory to Buyer, in Buyer's sole subjective discretion. Buyer does not have a Right to Terminate based on the New Loan if the objection is based on the Appraised Value (defined below) or the Lender Requirements (defined below). IF SELLER IS NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY WILL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, Survey). 5.3. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval will be in Seller's sole subjective discretion. Accordingly: (1) Buyer must supply to Seller by Buyer's Credit Information Deadline, at Buyer's expense, information and documents (including a current credit report) concerning Buyer's financial, employment and credit condition; (2) Buyer consents that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information and documents received by Seller must be held by Seller in confidence and not released to others except to protect Seller's interest in this transaction. If the Cash at Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 5 o122 CTMeCoritracts corn - CH2021 CTM software Corp 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 /120 Terminate under § 25.1, on or before Closing. If Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective discretion, Seller has the Right to Terminate under § 25.1, on or before Disapproval of Buyer's Credit Information Deadline . SA. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer, this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. Buyer has the Right to Terminate under § 25.1, on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan documents, in Buyer's sole subjective discretion. If the lender's approval of a transfer of the Property is required, this Contract is conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right to Terminate under § 25.1, on or before Closing, in Seller's sole subjective discretion, if Seiler is to be released from liability under such existing roan and Buyer does not obtain such compliance as set forth in § 4.6. 6. APPRAISAL PROVISIONS. 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified appraiser, engaged on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set forth certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 6.2. Appraisal Condition. The applicable appraisal provision set forth below applies to the respective loan type set forth in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies. 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal_ if the Appraised Value is less than the Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal Objection Deadline, notwithstanding § 8.3 or § 13: 6.2.1.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; or 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). 6.2.1.3. Appraisal Resolution. If an Appraisal Objection is received► by Seller, on or before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such termination, i.e., on or before expiration of Appraisal Resolution Deadline. 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, including any specified in the Appraisal (Lender Requirements) to be made to the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following Seller's receipt of the Lender Requirements, or Closing, unless prior to termination: C1) the parties enter into a written agreement to satisfy the Lender Requirements; (2) the Lender Requirements have been completed; or (3) the satisfaction of the Lender Requirements is waived in writing by Buyer. 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by Buyer ■ Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender's agent or all three. 7. OWNERS' ASSOCIATION. This Section is applicable if the Property is located within a Common Interest Community and subject to the declaration (Association). 71. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS of THE ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 6 of 22 CTMeCorttracts corn - ©2021 CTM Software Corp 421 422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 437 438 439 440 441 442 443 444 445 445 447 448 449 450 451 452 453 454 455 456 457 458 459 460 451 462 463 464 465 466 467 468 470 471 472 473 474 475 476 477 478 479 480 481 482 483 484 485 486 467 488 489 490 469 WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. iF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. TI IC DECLARATION, BYLAWS AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION, PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), at Seller's expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association Documents to Buyer, at Seller's expense. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association Documents, regardless of who provides such documents. 7.3. Association Documents. Association documents (Association Documents) consist of the following: 7.3.1. All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, rules and regulations, party wall agreements and the Association's responsible governance policies adopted under § 38-33.3-209.5, C.R.S.; 7.3,2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or managers' meetings; such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual Disclosure) and minutes of meetings' if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist, then the most recent minutes, if any (§§ 7.3.1 and 7.3.2, collectively, Governing Documents); and 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including, but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed (Association Insurance Documents); 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as disclosed in the Association's last Annual Disclosure; 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's operating budget for the current fiscal year, (2) the Association's most recent annual financial statements, including any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual Disclosure, (3) the results of the Association's most recent available financial audit or review, (4) list of the fees and charges (regardless of name of title of such fees or charges) that the Association's community association manager or Association will charge in connection with the Closing including, but not limited to, any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or update fee charged for the Status Letter, any record change fee or ownership record transfer fees (Record Change g Fee), fees to access documents, (5) list of all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4 and 7.3.5, collectively, Financial Documents); 7.3.6. Any written notice from the Association to Seller of a "construction defect action" under § 38-33.3-303.5, C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction Defect Documents). Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under § 10.2 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common elements or limited common elements of the Association property. 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to Terminate under § 25.1, on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 25.1 by Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive the CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 7 of 22 CTMeContracts COM - ©20 l CTI I Software Corp 491 492 493 494 495 496 497 498 499 500 501 502 503 504 505 506 507 508 509 510 511 512 513 514 515 515 517 518 519 520 521 522 523 524 525 526 527 523 529 530 531 532 533 534 535 536 537 538 539 540 541 542 543 544 545 546 547 548 549 550 551 552 553 554 555 556 557 558 559 560 Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seiler on or before Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision, notwithstanding the provisions of § 8 6 (Right of First Refusal or Contract Approval). 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 8.1. Evidence of Record Title. 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, or if this box is checked, ■ an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Pricer If neither box in § 8.1.1 or § 8.1,2 is checked, § 8.1.1 applies 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ill I ' iJI Not contain Owner's Extended Coverage (GEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and unredeemed tax sales • rior to the year of Closing. Any additional premium expense to obtain GEC will be paid by *Buyer Seller One -Half by Buyer and One -Half by Seller El Other n/a. Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under § 8.5 (Right to Object to Title, Resolution). 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title Documents). 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the party or parties obligated to pay for the owner's title insurance policy. 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title Deadline 8.2. Record Title, Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, or (3) any endorsement to the Title VAS ■ r CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 8 of 22 CTMeContracts corn - ©2021 CTi41 Software Corp 561 562 563 564 566 567 568 559 570 5.21 572 573 574 575 576 577 578 579 580 581 582 583 584 585 586 587 588 589 590 591 592 593 594 595 595 597 598 599 600 501 602 603 604 605 506 607 508 609 610 611 612 613 614 615 616 617 618 619 620 621 622 623 624 625 626 627 628 629 630 Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this § 8.2 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required by § 8.1 (Evidence of Record Title) and Sailer does not receive Buyer's Notice to I erminate or Notice of 'I itle Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true copies of all existing surveys in Sell'er's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off -Record Matters). This Section excludes any New ILC or New Survey governed under § 9 (New ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyers Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 (Record Title) and § 13 (Transfer of Title)), in Buyer's sole subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline. If an Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off -Record Matter. if Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.3 (Off -Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.5 (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off -Record Matters and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS, PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is located within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may object, on or before Record Title Objection Deadline, If the Tax Certificate shows that the Property is included in a special taxing district and is received by Buyer after the Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's inclusion in a special taxing district as unsatisfactory to Buyer. 8.5. Right to Object to Title, Resolution. Buyer's right to object, in Buyer's sole subjective discretion, to any title matters includes those matters set forth in § 8.2 (Record Title), § 8.3 (Off -Record Title), 8.4 (Special Taxing District) and § 13 (Transfer of Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the following options: 8.5.1. Title Objection, Resolution, If Seller receives Buyer's written notice objecting to any title matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2 (Record Title), § 8.3 (Off -Record Title) or § 8.4 (Special Taxing Districts), the Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents; or CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE. - Land Page 9 at`22 CTIMeCentracts corn - ©2021 CTM Software Corp 631 632 633 634 635 636 637 638 639 640 641 642 643 644 645 646 647 648 649 650 651 652 653 654 655 656 657 658 659 660 661 662 663 664 665 666 667 668 669 670 671 672 673 674 675 676 677 678 679 680 681 682 683 684 685 686 687 688 689 690 691 692 693 694 695 696 697 698 699 700 8.5.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 25A , on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole subjective discretion. $.6. Right or First Refusal or Contract Approval. if there is a right of first refusal on the Property or a right to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or approval of this Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property including, without limitation, boundary lines and encroachments, set -back requirements, area, zoning, building code violations, unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property, and various laws and governmental regulations concerning land use, development and environmental matters. 8.7,1. OIL, GAS, WATER AND MINERAL DISCLOSURE, THE SURFACE ESTATE OF THE PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 8.7,2, SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND RECORDER. 8.7.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS, AND GAS GATHERING AND PROCESSING FACILITIES, 8.7.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING DRILLING PERMIT APPLICATIONS, THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL AND GAS CONSERVATION COMMISSION. 8.7.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or not covered by the owner's title insurance policy. 8.8. Consult an Attorney. Buyer is advised to timely consult legal counsel with respect to all such matters as there are strict time limits provided in this Contract (e.g., Record Title Objection Deadline and Off -Record Title Objection Deadline). 9. NEW ILC, NEW SURVEY. 9.1. New ILC or New Survey. If the box is checked, a: 1) U New Improvement Location Certificate (New ILC); or, 2) w' New Survey in the form of To be Determined by Buyer; is required and the following will apply: 9.1.1. Ordering of New ILC or New Survey. ESeller DIIBuyer will order the New ILC or New Survey. The New 'LC or New Survey may also be a previous ILC or survey that is in the above -required form, certified and updated as of a date after the date of this Contract. 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on or before Closing, by: EISelier wl Buyer or lily 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider of the opinion of title if an Abstract of Title) and Beyer;, Lender, Title Company will receive a CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 10 of 22 CTMeContracts corn - ©2021 CTM Software Corp 701 702 703 704 705 776 707 708 709 710 711 712 713 714 715 716 717 718 719 720 721 722 723 724 725 726 727 728 729 730 731 732 733 734 735 736 737 738 739 740 741 742 743 744 745 746 747 748 749 750 751 752 753 754 755 756 757 758 759 760 761 762 763 764 765 766 767 768 769 770 New ILC or New Survey on or before New ILC or New Survey Deadline. 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor to all those who are to receive the New ILC or New Survey. 9.2. Buyer's Right to Waive or Change New ILO or New Survey Selection. Buyer may select a New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 92. New ILC or New Survey Objection. Buyer has the right to review and object to the New ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3 or § 13: 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; or 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination, i.e., on or before expiration of New ILC or New Survey Resolution Deadline. DISCLOSURE,, INSPECTION AND DUE DILIGENCE 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE, AND SOURCE OF WATER. 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline , Seller agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date of this Contract. 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the Property to Buyer in an "As Is" condition, " Where Is" and " With All Faults." 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections (by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 10.3.1. inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct; or 10.3.2. Terminate. On or before the Inspection Termination Deadline, notify Seller in writing, pursuant to § 25.1, that this Contract is terminated due to any unsatisfactory condition. inspection Termination Deadline will be on the earlier of inspection Resolution Deadline or the date specified in 3.1 for Inspection Termination Deadline. CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 11 of 22 CTMeContracts corn - ©202 I CM Software Corp 771 772 773 774 775 776 777 778 779 780 781 782 783 784 785 786 787 788 789 790 791 792 793 794 795 796 797 798 799 Boo 801 802 803 804 805 806 807 808 809 810 811 812 813 814 815 816 817 818 819 820 821 822 823 824 825 826 827 828 829 830 831 832 833 834 835 836 837 838 839 840 10.3,3. inspection Resolution. If an Inspection Objection is received by Seller, on or before inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination, i,e,, on or before expiration of Inspection Resolution Deadline. 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this contract or other written agreement between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the termination of this Contract. This § 10.4 does not apply to items performed pursuant to an Inspection Resolution. 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance Termination Deadline, based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion. 10.6. Due Diligence. 10.6.1. Due Diligence Documents. If the respective box is checked, Seller agrees to deliver copies of the following documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline: 10.6.1.1. All contracts relating to the operation, maintenance and management of the Property; 0,9 10.6.1.2. Property tax bills for the last 2 years; 10.6.1.3. As -built construction plans to the Property and the tenant improvements, including architectural, electrical, mechanical, and structural systems, engineering reports, and permanent Certificates of Occupancy, to the extent now available; 10,6.1.4. A list of all inclusions to be conveyed to Buyer; y y 10.6.1.5. Operating statements for the past 3 years; 10.6.1.6. A rent roll accurate and correct to the date of this Contract; 10.6.1.7. All current leases, including any amendments or other occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): Any events or obligations related to the property. 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet been completed and capital improvement work either scheduled or in process on the date of this Contract; ■ ■ 16.6.1.6. All insurance policies pertaining to the Property and copies of any claims which have been made for the past 2 years; 10.6.1.10. Soils reports, surveys and engineering reports or data pertaining to the Property (if not delivered earlier under § 6.3); Q 10.6.1.11. Any and all existing documentation and reports regarding Phase I and If environmental reports, letters, test results, advisories and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or other toxic, hazardous or contaminated substances, and/or underground storage tanks and/or radon gas. If no reports are in Seller's possession or known to Seller, Seller warrants that no such reports are in Seller's possession or known to Seller; 10.6.1.12. Any Americans with Disabilities Act reports, studies or surveys concerning the compliance of the Property with said Act; 10.6.1.13. All permits, licenses and other building or use authorizations issued by any governmental authority with jurisdiction over the Property and written notice of any violation of any such CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page. 12 of 22 CTMeContracts corn - ©2021 CTM Software Corp 841 842 843 844 8/15 845 847 848 849 850 851 852 853 854 855 856 857 858 859 860 861 862 853 864 865 866 867 868 869 870 871 872 873 874 875 876 877 878 879 880 881 882 883 884 885 886 887 888 889 890 891 892 893 894 895 896 897 898 899 900 901 902 903 904 905 906 907 908 909 910 ermits, licenses or use authorizations, if any; and 10.6.1.14. Other documents and information: Any and all document, surveys, studies related to the operations, or e aini to the real property and any improvements within that property. _. 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object to Due Diligence Documents. if the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents Objection Deadline: 10.6.21. Notice to Terminate. Notify Seller in writing, pursuant to § 25.1, that this Contract is terminated; or 16.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination, i.e., on or before expiration of Due Diligence Documents Resolution Deadline. 10.6.3. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over the Property, in Buyer's sole subjective discretion. 10.6.4. Due Diligence— Environmental, ADA. Buyer has the right to obtain environmental inspections of the Property including Phase i and Phase II Environmental Site Assessments, as applicable. Seller Buyer will order or provide Phase i Environmental Site Assessment, Ci Phase II Environmental Site Assessment (compliant with most current version of the applicable ASTM E1527 standard practices for Environmental Site Assessments) and/or n/a, at the expense of QSeller ElBuyer (Environmental Inspection). In addition, Buyer, at Buyer's expense, may also conduct an evaluation whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property, if any. If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the Environmental Inspection Termination Deadline will be extended by 20 days (Extended Environmental Inspection Terrnination Deadline) and if such Extended Environmental Inspection Termination Deadline extends beyond the Closing Date, the Closing Date will be extended a like period of time. In such event, InSeller Buyer must pay the cost for such Phase II Environmental Site Assessment. Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this 10.6.4, Buyer has the Right to Terminate under § 25.1, on or before Environmental Inspection Termination Deadline, or if applicable, the Extended Environmental Inspection Termination Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole subjective discretion. Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Termination Deadline, based on any unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 16.'. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property owned by Buyer and commonly known as nr: a. Buyer has the Right to Terminate under § 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this provision. 10.8. Source of Potable Water (Residential Land and Residential improvements Only). Buyer Does Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water for the Property. 1 1 There is No Well. Buyer 11Does Does Not acknowledge receipt of a copy of the current well permit. Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE ■ I ■ CBS4-5-19, CONTRACT TO BUY AND SELL REAL ESTATE - Land ■ Page 13 of 22 CTMeContraets corn - ©2021 CTM Software Corp 911 912 913 914 915 916 917 918 919 920 921 922 923 924 925 926 927 928 929 930 931 93) 934 935 936 937 938 939 940 941 942 943 944 945 946 947 948 949 950 951 952 953 954 955 956 957 958 959 960 961 962 963 964 965 966 967 968 969 970 971 972 973 974 975 976 977 978 979 980 GROUND WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seiler states that none of the Leases to be assign ied lc the Buyer at the Cline of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the Lease or other writing received by Buyer. Seller will not amend, alter, modify, extend or cancel any of the Leases nor will Seller enter into any new leases affecting the Property without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed. 11. ESTOPPEL STATEMENTS. 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller must request from all tenants of the Property and if received by Seller, deliver to Buyer on or before Estoppel Statements Deadline, statements in a form and substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement) attached to a copy of the Lease stating: 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or amendments; 11.1.3. The amount of any advance rentals paid, rent concessions given, and deposits paid to 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and 11.1.6. That the Lease to which the Estoppel Statement is attached is a true, correct and complete copy of the Lease demising the premises it describes. 11.2. Seller Estoppel Statements. In the event Seller does not receive from all tenants of the Property a completed signed Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement setting forth the information and documents required §11.1 above and deliver the same to Buyer on or before Estoppel Statements Deadline. 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under § 25.1, on or before Estoppel Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective discretion, or if Seller fails to deliver the Estoppel Statements on or before Estoppel Statements Deadline. Buyer also has the unilateral right to waive any unsatisfactory Estoppel Statement. Seller; CLOSING PROVISIONS 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller will sign and complete all customary or reasonably -required documents at or before Closing. 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions IlAre i re Not executed with this Contract. 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by Seller and Buyer 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page ] 4 of 22 CTMeContracts corn - ©2021 CTM Software Corp gat 982 983 984 905 986 9b'/ 988 989 990 991 992 993 994 995 996 997 998 999 1000 1001 1002 1003 1004 1005 1006 1007 1008 1009 1010 1011 1012 1013 1014 1015 1016 1017 1018 1019 1020 1021 1022 1023 1024 1025 1026 1027 1028 1029 1030 1031 1032 1033 1034 1035 1036 1037 1038 1039 1040 1041 1042 1 043 1 044 1045 1046 1047 1048 1049 1050 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, including the tender of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: ■ special warranty deed general warranty deed Ell bargain and sale dead ■ quit claim deed ■ personal representative's deed ■ n/a deed. Seller, provided another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, at Closing. Unless otherwise specified in §30 (Additional Provisions), if title will be conveyed using a special warranty deed or a general warranty deed, title will be conveyed "subject to statutory exceptions" as defined in §38-30-113(5)(a), D,R.S 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens or encumbrances securing a monetary sum, including, but not limited to, any governmental liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not and previous years' taxes, will be paid at or before Closing by Seller from the proceeds of this transaction or from any other source. 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES. 15,1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required to be paid at Closing, except as otherwise provided herein. 15.. Closing Services Fee. The fee for real estate closing services must be paid at Closing by Buyer Seller El One -Half by Buyer and One -Half by Seller Other nn/a 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, Seller agrees to prcmptly request the Association to deliver to Buyer a current Status Letter. Any fees incident to theissuance of Association's Status Letter must be paid by None I _ tRuyer ❑Seller !One -Half by Buyer and One -Half by Seller. Any Record Change Fee must be paid by di None ■ Buyer ❑ Seller I1 One -Half by Buyer and Otne-Half by Seller 15.4. Local Transfer Tax. D The Local Transfer Tax of lila °!a of the Purchase Price must be paid at Closing by None ❑ Buyer ❑ Seller • One -Half by Buyer and One -Half by Seller. 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at Closing by None ■ Buyer HSeller ■ One -Half by Buyer and One -Half by Seller. The Private Transfer fee, whether one or more, is for the following association(s): n/a in the total amount of n/a% of the Purchase Price or S. 15.6. Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed $500 for: ■ ■ ■ Water Stock/Certificates Augmentation Membership None ISIBuyer Qeller ■One -Half by Buyer and One -Half by Seller 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by None Buyer Seller ■ One -Half by Buyer and One -Half by Seller. 15.8. FIRPTA and Colorado Withholding. 15.8.1. FIRPTA, The Internal Revenue Service (IRS) may require a substantial portion of the Seller's proceeds be withheld after Closing when Seller is a foreign person if required withholding does not occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller ■ IS a foreign person for purposes of U.S. income taxation. If the box in this Section is not checked, Seiler represents that Seller is not a foreign person for purposes of U.S. income taxation. Seiler agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or if an exemption exists. El Water District ■ Small Domestic Water Company ■ nha and must be paid at Closing by CQS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 15 of 22 CTMtam trnts corn - ©202 I CFM Software Corp 1051 1052 1053 1054 1055 1056 1057 1058 1059 1060 1 061 1062 1063 1064 1065 1066 1067 1068 1069 1070 1071 1072 1073 1074 1075 1076 1077 1078 1079 1080 1081 1082 1083 1084 1085 1086 1067 1088 1089 1090 1091 1092 1093 1094 1095 1096 1097 1098 1099 1100 1101 1102 1103 1104 1105 1106 1107 1108 1109 1110 1111 1112 1113 1114 1115 1116 1117 1118 1119 1120 15.8.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any reasui iably requested documents to verify Seller's status. It withholding is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or if an exemption exists. 16. PRORATIONS AND ASSOCIATION ASSESSMENTS. The following will be prorated to the Closing Date, except as otherwise provided: 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any and general real estate taxes for the year of Closing, based on Q Taxes for the Calendar Year Immediately Preceding Closing Most Recent Mill Levy and Most Recent Assessed Valuation, ■ Other n/a. 16.2. Rents. Rents based on ■ Rents Actually Received ■Accrued. At Closing, Seller will transfer or credit to Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions and notify all tenants in writing of such transfer and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such Leases. 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment assessed prior to Closing Date by the Association will be the obligation of ■ Buyer ■ Seller. Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon, whether assessed prior to or after Closing, will be the obligation of Seller. Seller represents there are no unpaid regular or special assessments against the Property except the current regular assessments and n/a. Association Assessments are subject to change as provided in the Governing Documents. 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan and alai 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final. 17. POSSESSION. Possession of the Property will be delivered to Buyer on Possession Date at Possession Time, subject to the Leases as set forth in § 10.6.1.7. If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable to Buyer for payment of $ 250 per day (or any part of a day notwithstanding § 18.1) from Possession Date and Possession Time until possession is delivered. GENERAL PROVISIONS 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 18.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p m., United States Mountain Time (Standard or Daylight Savings, as applicable). 18.2. Computation of Period of Days, Deadline. in computing a period of days (e.g., three days after MEC), when the ending date is not specified, the first day is excluded and the last day is included. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadline El Will II Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended. 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 19.1. Causes of Loss, Insurance. in the event the Property or Inclusions are damaged by fire, other CDS4-5-19. CONTRACT TO RUY AND SELL REAL ESTATE - Land Page 16 of 22 'TLvMeContrFtcts corn - ©2021 CTM Softwnre Corp 1121 perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the 1122 23 total Purchase Price and if the repair of the damage will be aid by insurance(other than the de ductible p deductible to be 1124 paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to 1125 repair the Properly before Closing Date. Buyer has the Night to Terminate under § 25.1, on or before Closing 1126 11727 Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum � Should Buyer 1128 elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all 112y insurance proceeds that were received by Seller (but not the Association, if any) resulting from damage to the 1130 1 Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may � � 1132 not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, 1133 the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the 1134 option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 1135 insurance company and Buyer's lender; or (2) theparties may enter into a written agreement 113 g eement prepared by the 1137 parties or their attorney requiring the Seller to escrow at dosing from Seller's sale proceeds the amount Seller 1138 has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of 1139 any deductible that applies to the insurance claim. 1140 1141 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and 1142 communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or 1143 plumbing), fail or be damaged between the date,of this Contract and Closing or possession, whichever is 1144 5 earlier, then Seller is liable for the repair or replacement of such similar � � Inclusion or Service with a unit of similar size, 1146 age and quality, or an equivalent credit but only to the extent that the maintenance or replacement of such 1147 Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received b 1148 by 1149 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or 1150 replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under 1151 25.1, on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair 1152 or replacement of such Inclusion or Service. Such credit must notexceed the Purchase Price. If Buyer yet receives 1154 such a credit, Sellers right for any claim against the Association, if any will survive Closing, 1155 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending 1156 condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly 11��p p y 1158 notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under § 25.1, on or 1159 before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer 1160 elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is 1161 1162 entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of 1163 the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the 1164 Purchase Price. 1165 19.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right y �g ht to 1178 19.6. Risk of Loss — — Growing Crops The risk of loss x.71 for damage to growing crops by fire or other 1172 casualty will be borne by the party entitled to the growing crops as provided in § 2.8 and such party is entitled 1173 to such insurance proceeds or benefits for the growing crops. 1174 1175 1176 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller 1 177 acknowledge that the respective broker has advised that this Contract has important legal consequences and 1178 has recommended the examination of title and consultation with legal and tax or other counsel before si gning signing 1179 this Contract. 1180 1181 1182 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines 1183 in this Contract. This means that all dates and deadlines are ' 118 strict and absolute. If any payment due, including 1185 Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as 1186 provided in this Contract or waived, the non -defaulting party has the following remedies: 118 21.1. If Boyer is in Default: 1188 1189 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest 110 A 1 166 walk through the Property riot to Closing 7 167 g p y p to verify that the physical condition of the Property and Inclusions 1168 complies with this Contract. 1169 19.5. Home Warranty. [Intentionally Deleted] CBS4-5-19. CONTRMT TO BUY AND SELL REAL ESTATE - Land Page 17 of 22 CTMeContracts corn - ©2021 CTM Software. Corp 1191 Money (whether or not paid by Buyer) will be paid to Seiler and retained by Seller. It is agreed that the Earnest 1193 Money is not a penalty and the Parties agree the amount is fair and reasonable. Seiler may } recover such 1194 additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full force 1195 and effect and Seller has the right to specific performance or damages, or both. 1196 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 applies unless the box in 21.1.1. ins is checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to 1199 Seller and retained by Seller, It is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES 1200 and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 1248 Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the 1.4' 1250 obligation of § 23 (Mediation). This Section will survive cancellation or termination of this Contract_ 1251 1252 1253 1254 1255 1256 1257 1258 1259 1260 1201 22, 23 and 24), said payment of Earnest Money is SELLER'S ONLY REMEDY . �.�� for Buyer's failure to perform 1203 the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional 1204 damages 1205 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which 206 �� case all 1207 Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be 1208 proper. Alternatively, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the 1209 right to specific performance or damages, or both. 1210 1211 1212 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event 1213 of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must 1214 award to the prevailing party all reasonable costs and expenses, including u i 1215 p d ng attorney fees, legal fees and 1216 expenses. 1217 12.19 23. MEDIATION. If a dispute arises relating to this Contract(whetherprior to or after Clo i 1�1� s ng) and is not 1220 resolved, the parties must first proceed, in good faith, to mediation. Mediation is a process in which the parties 1221 meet with an impartial person who helps to resolve the dispute informally and confidentially. Mediators cannot 1223 1223p agree binding decisions. Before any mediated settlement is binding, the parties to the dispute must a ree to 1224 the settlement, in writing. The parties will jointly appoint an acceptable mediator and will share equally in the 1225 cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire dispute 1226 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the 1227 1228 other at that party's last known address (physical or electronic as provided in § 27). Nothing in this Section 1229 prohibits either party from filing a lawsuit and recording a u s pendens affecting the Property, before or after the 1230 date of written notice requesting mediation. This Section will not alter any date in this Contract, unless 1231 otherwise agreed. 1232 1233 1234 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must 1235 release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In 1�� the event of any i g y 1237 controversy regarding the Earnest Money, Earnest Money Holder is not required to release the 1238 Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) wait for any 1239 proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a court of 1240 1241 competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 1242 legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money 1243 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the 1244 case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's 1145 y notice to the 1246 parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money 1247 Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order, Earnest 25. TERMINATION. 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such written notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to CBS4-5-19 CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 18 of 22 CTMeContracts corn - ©2021 CTM Software Corp 1261 1262 1263 12& 1265 1266 1267 1268 1269 1270 1271 1272 1273 1274 Terminate under such provision. 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder will be returned to Buyer and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24. 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this Contract that, by its terms, exists or is intended to be performed after termination or dosing survives the same. Any successor to a party receives the predecessor's benefits and obligations of this Contract. 27. NOTICE, DELIVERY AND CHOICE OF LAW. 27.1. Physical Delivery and Notice. Any document, or notice to Buyer or Seller must be in wilting, except as provided in § 27.2 and is effective when physically received by such party, any individual named in this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm). 27.2. Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email or nth. 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email address of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 27.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property located in Colorado, 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 27 on or before Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such copies taken together are deemed to be a full and complete contract between the parties. 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, Record Title and Off -Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence and Source of Water. ADDITIONAL PROVISIONS AND ATTACHMENTS 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) -Seller will provided Buyer with a full list of FF&E that will be transferred with the purchase of the property, all FF&E will be transferred free and clear of any rights; liens and encumbrance. -Seller will work with buyer to transfer the full rights of the liquor license and any additional licenses. -Mineral and Water rights will be transferred to Buyer free and clear of any rights, liens and CBS4-519. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 19 of 22 CTMeContracts corn - ©2021 CTM Software Corp encumbrance related to any third party. -Selier will allow and assist Buyer with the County of Weld to discuss and discover the options of present and future improvements and operations related to property. Buyer will have the ri h t to submit a preliminary site plan to review with the county. Buyer will do no harm or effect any current operations of property. - Justin Caruso is a licensed real estate broker in the state of Colorado. 31. OTHER DOCUMENTS. 31.1. The following documents are a part of this contract: r/a n/a 31,2. The following documents have been provided but are not a part of this Contract: SIGNATURES cZjsw dgerms; eider Date: 8/2512021 Buyer: To Be Formed LLC By: Jayson Ayers, Member Qvt{c°J Irifl�f'� Date: 8/25/2021 Buyer: To Be Formed LLC By: Justin Caruso; Member [NOTE: If this offer is being countered or rejected, do not sign this document. Seller: Robert M Stahl Seller: Mary E Stahl Date: Date: END OF CONTRACT TO BUY AND SELL REAL ESTATE 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker II Does O Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest CB S4-5- 19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 20 of 22 CTMcContracts corn - O202] CTM Software Corp Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money wilt be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is riot a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23. Broker is working with Buyer as a Cl Buyer's Agent ■ Transaction -Broker in this transaction. This is a Change of Status ■ Customer. Broker has no brokerage relationship with Buyer. See § 33 for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by Listing Brokerage ■ Buyer ❑ Other n/a. ■ Brokerage Firm's Name: eXp Realty, LLC Brokerage Firm's License It: EC 100037453 Space Alliance Date: 8/25/2021 Broker's Name: Justin At Caruso Broker's License #: M1747 Address: 9800 Pyramid et Ste 400 Englewood, CO 80112 Ph: 303-895-1521 Fax: 720.496.4943 Email Address: justin. caruso@exprealty. com 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ■ Does ❑ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate, upon request, with any mediation requested under § 23. Broker is working with Seller as a ❑ Seller's Agent • Transaction -Broker in this transaction. QThis is a Change of Status. I� Customer. Broker has no brokerage relationship with Seller. See § 32 for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by Seller ❑ Buyer ■ Other n/a. Brokerage Firm's Name: Foothills Premier Properties Brokerage Firm's License It: ■ CBS4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE - Land Page 21 of 22 CTMeContracts corn - ©202 I CTM Software Corp a - Date: Broker's Name: John Sosna Broker's License it; Address: nia War ril We Ph: n/a Fax: ft/a Email Address:johnisosna@gmailicom CBS4i-5,19. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) CTM eContracts - ©2020 MR.I Software LLC - AN Rights Reserved CR 4-5-19. CONTRACT TO BUY AND SELL REAL ESTATE , Land Page 22 of 22 CTIMleContracts.com - ©2021 CTM Software Corp SPECIAL WARRANTY DEED THIS DEED, made this December 23, 2021, between Mary E. Stahl and Robert M, Stahl State Doc Fee. of the County or Weld, State of Colorado, grantor(s), and 45 Acres LLC , Based on LLC Partnership agreement Whose legal address is 9378 County Road 25, Fort Lupton, CO 80621, in Weld County, Colorado , grarytee(s), WITNESS, that the grantor(s), for and in consideration of the sum of Two Million Seven Hundred Thousand and 00!100, ($2,700,O0D,80), the receipt and sufficiency of which is hereby acknowledged, have/has granted, bargained, sold and conveyed, and by these presents do(es) grant, bargain, sell, convey and confirm unto the grantee(s), their heirs and assigns forever, all the real property together with improvements, if any, situate, lying and being in the County of Weld and State of Colorado, described as follows: Al! that part of Lot 5 of the Northwest Quarter of the Southwest Quarter of Section 18, Township 2 North, Range 66 West of the 6th P.M., according to Division No,1 map made by the Lupton Meadows Land Company, lying west of the South Platte River, including all gravel or aggregates but excluding and reserving to said party of the first part one-half of all oil, gas, hydrocarbons and other minerals, County of Weld, State of Colorado Commonly shown as 8378 County Road 25, Fort Lupton, CO 80621 AND All that part of Lot 6 lying West of the South Platte River in the North Half of the Southwest Quarter of Section 18, in Township 2 North of Range 66 West of the 6th P.M., Weld County, Colorado, according to Division No. 1 Map by the Lupton Meadows Land Company. Commonly shown as Vacant Land, Fort Lupton, CO 80621 * As well as any and all water rights to include but not limited to twelve {12) shares of water rights In the Fort Luton Meadows Ditch Company n Also known by street and number as 9378 County Road 25, Fort Lupton, CO 80621 TOGETHER, with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, the reversion and reversions, reminder and remainders, rents, issues and profits thereof, and all the estate, right, title interest, claim and demand whatsoever of the grantor(s), either in law or equity, of, in, and to the above bargained premises, with the hereditaments and appurtenances, TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the grantees, them' heirs and assigns forever. And the grantor(s), for himlherseif, his/her/its/their heirs and personal representatives do(es) covenant, grant, bargain and agree to and with the grantee(,), his/her/its/their heirs and assigns, that at the time of the ensealing and delivery of these presents are well seized of the premises above conveyed, have/has good, sure, perfect absolute and indefeasible estate of Inheritance, in law, in fee simple, and havelhas good right, full power and lawful authority to grant, bargain, sell and convey the same in manner and form aforesaid, and that the same are free and clear from all former and other grants, bargains, sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind or nature whatsoever, Subject to statutory exceptions, EXCEPT FOR TAXES FOR THE CURRENT YEAR AND SUBSEQUENT YEARS, EASEMENTS, RESERVATIONS, RESTRICTIONS, COVENANTS AND RIGHTS -OF -WAY OF RECORD IF ANY; AND DISTRIBUTION UTILITY EASEMENTS; AND MATTERS NOT SHOWN BY THE PUBLIC RECORDS BUT OF WHICH GRANTEE HAS ACTUAL KNOWLEDGE; AND INCULS1DN OF THE PROPERTY WITHIN ANY ,SPECIAL TAXING DISTRICT; AND BENEFITS AND BURDENS OF ANY DECLARATION AND PARTY WALL AGREEMENTS, IF ANYd The grantors) shall and volt, WARRANT AND FOREVER DEFEND the above -bargained premises in the quiet and peaceable possession of the grantees, their heirs and assigns, against ail persons claiming to hold title to all or any portion of said premises by, through or under the grantor(s), IN WITNESS WHEREOF the grantor(s) have/has executed this deed on the date set forth above Robert M. Stahl Special Warranty Deed After recording return to: ns Is STATE OF COLORADO County of Weld }ss The foregoing instrument was acknowledged before me December 23, 2021 by Mary E Stahl and Robert M. Stahl My commission expires: t2 2 ,211 s Witres hand and official seal DENNIS GERALD SENST NOTARY PUBLIC STATE OF COLORADO NOTARY ID 202040 3192 MY COMMISSION EXPIRES JANUARY 24.2024 Notary ublic Special Warranty Deed After recarthng return to; River Garden Winery"LLC 3840 Road Palisade, CO- 81526 303-30.-40 Re: Wholesaler Affidavit of Compliance h Whom It May Concern: 3R 5/022 RiverGarden_ Winery uses High Country Beverage, 4200 mad Reagan Blvd, Johnstown, Co 80534, (9703-t22-8444as our beer and liquor~ distributor. We have a cash account, and the terms are p a n ar t at time of delivery. We have never asked for credit, nor have we ever bears .ranted any credit. We did not use them at all In 2021 as we were able to purchase what we needed without exceeding the limitation on purchases outside .&f a distributor. I can be reached at the number above for any questions. Thank you Robert Stahl Manager DR 8004 (O /28/18) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Wholesaler Affidavit of Compliance Section 44-3-303�)(d), C.RWS. Wholesaler Licensee Name (If an LL C; partnership; corporation or name of corporation) High Country Beverage Corp23 License Number -8 1-Q3 Trade Name of Establishment/Doing Business As ((BA) High Country Beverage Phone Number 970-622-8444 Physical Address 4200 Ronald Reagan Blvd CityState Johnstown Co ZIP 80534 Email Address www.hig h countrybeverage,com Transferor Rept, Licensee Nape IS W.C. i • License Number Trade Name o blishment/Do- R Wi t NE g Business a. As (CBA) te vn LYI-(v Phone Number Phtiysica' Address City State ZIP I qcjqo COLL 0 6 a i 4 The above wholesaler affirms X Paid in Full (only for the Note: If Paid in full is selected, local and state licensing purposes hat authorities all alcohol beverages delivered to the above transferor retailer are: of complying with section 44-3-303(1)(d), CIF .S.) the wholesaler may no longer extend credit to the transferee or transferor until the have approved the transfer of the liquor license. ■ Not Paid in Full Wholesaler: i High Country Beverage Signetu.ra /Vi 6 gat' a Print Nicholas Hale Title Accounts Receivable Lead Date 03i31/22 d a ' Ito rs Closet Bath r c QM Tasting Room Bathroom Taxpaid Wine Premises WINERY FLOORPLAN 2nd FLOOR River Garden Winery Total interior seq. ft. 1911 Total exterior sq., ft. 936 Taxpaid Wine Area seq. ft. 2847 'V ICA CD 5 7 in tt U pI P "Willi WNW GO, SECOND FLOOR PLAN SCALE:, 1/4' _ 11-0" C> KEYED NOTES; • cAq wriig BY CIt1lER-v * kXfCH�v r.2L{.,'f 6YPnirai ncCE-5XDLE, LaT. r. 111. ItATEn L.ECH CHAS : tn. RMIEI'CAME WALL.CIt\ST11.110 AA SEE ✓ rrLi .1 #t s. Anal o WtKln DECK AE KZRIJC • VE_MIKICk WALL u -t 3SfltlF+t:sfai S` o.A4IITtk JL.IRrALJ rlityaiati W /L'YN RI) ka1CH SLOE B S r IP IIANI11LSLL k trk.i1)12- IfelfOLVi' RISES ra t-C3f ENIS i ■ lrSgte;: rftirn c, LLC WINDOW SCHEDULE a1/4-marlt J Size MIND T nips -,... B elf 3P-0 Quenlrnt li di-l'WI AF . II,_ k •nap ■ 4'11i _ Merl 1 rommiri, sap so *as -amen 1.:a-.1' - - .r'a. ,<-,- DOOR TYPES PL:11S 1 ETTRY[Kr I11,1�-191T1ATE°FLHFaLJL3$ 301211CI]RF.WOOD 1rnkvEIIli ACCEPTABLE EVLLa a e -o -}7=o OL11 wJNGlm: Fume(K i'm. 34LI1 CARk. won OK ACC}ITAli J. ELR7ILE 3 7" -o -ti -a" V i-.R 13L4:9 OR SOLgt S4Rt.wCKJl1 4 1MK RATY.IT1I M 9a sewn cr.K.K venal Tent PL mote VTA.1i k 6 e -u' .1.C/ SerTUXA L O K a15LL!NG l}l$ R e.L LL BJCAU.T[!rLBATkM HARDWARE GROUPS CtNEILAL_ 1'it11Vnnk.AcHtAcFUCHTCt RERCW.9EkJEi owl?'I Ca, WOO EnWRII 'area IIicioir urcWEBYTABLII I_ SLYLk.kN.)axon. nycrwNhR h Mild bil+ii•n41 11 -cocci.pipItI Sy H WILKWLcrnLEIntl RACK KM= I.i1K1CGa71LCArrw.um VOL L5,iaklft SLLENCI 9, r LilorsLrr,r, C 1rt�.ar[.cvntr_rRIvJtcytAx L�;rH.RpWAab FR.4Mr-SLLnYCsas, iL11i11Ltl'fie. 11 1a- - pnn.L ■+5uLrfrglnut 1kV* Pr—hlestIlie tPtltftit T OrnlY Ifieks T. FP*%NE 9LLE447LS 'FI IOIL.SITIP +- t rLL7 LGCILSk'f, MU111133LI it crac,sit I., Mrc)c J5 -my GENERAL NOTES: k SEE 5TRUCTURAL I7Rh5{R cc. P YII, Fr5L7ynAferr FCRIL'LVG & FRANCIIG =ways -DIN it Ifi last ortiiei exit Ollir.11rsin .nom 'CI 11 M it L reran rif MOM i Wig rata I, tip, i?Y Fiaz• 7t Wl b11 tPi tih.1 L CD N id gi U GC O aS -I--� �-+ Cob Ii ii 0 cn JAI up: 'mu+arF+.11 1lnlum: 3ffS lkruiritd: twill, Morn 47irrthn na }tension Wilbert and Mary Stahl ice [i _. _ it StS'll-41i4w3rh Vs Pr-nnF CONSEJCION DOME A2.02 SECOND FLOOR PLAN t _ Refrigerator 2. Rance and Oven 3. Convection Oven 4. Dishwasher under drainbnard 5_ Fiat Water Booster 64 Range Hood 7. 3 compartment sink w/ 24" drairiboards 8. Hand washing sink 9. Food prep sink w/ '!6" tlrrinboard 10. T x 4) prep table 11.2` x 41 prep table River harden Winery Kitchen Plan Scale: 3/8"=41 Alcohol storage in the kitchen will only be in the refrigerator i Bonded Wine Premises Tax paid Wine Premises a -r WINERY FLOORPLAN River Garder(Winiry Total interior sq. ft, 1824 Bonded Winery Area sq, ft: 432 Alternating Area Mech. Room First Floor Plan A Stairs 3. Alternating Area sq1 ft 1140 Taxpaicl Wine Area sq. ft. 252 r I •a overhead door • mir eti 0 t River Garden Winery, L I C Vest so -es 9 I I P F Pr I I I I i I vav vva •� •—•!.fr'a a S It 't7 IS a— i. li 77 mMIPE U r- — SS —Si IS a. S diSole —_ n 4. It el t �"�� a��T• a- m a m a a— I I I I I I r �r ;. q . ba FIRST FLOOR PLAN P JAI 46 Aci, eh KEYED NOTES: Rrfl rm.*, ArSJILIX cuntIsapl�llf' S MEY,F] WIW 1tf1 RE7AICH 'Pi q uroiaP.aRTLMF_ LSLIM'WidtC11 DIMS CAtosiEmANDc niT tU)SRYLimo. J. "MC t 6 Ire LMwL,RA1L L.S[T'Y17u•19hY=7.R 1r..K/4t1fIrtin u DOOR TYPES O F. FRT I1s><K. i SIJLATE17 F7tiau uJCS 1UL1 CO)RR wino F FRLiffi(EH .accEPIABLE KWAL Pc'xi'.a•DLT W1YLLLIGrx},IautJi QIt.WWI ()IREint1O17OArztrYTAULE Fu►L+� T rn7'd y1 UERG I J a c Ofl AQ U I, CQRk WOQ) 4 ) h III- M ZrI FI v OR:Valli C41ct worm I7SI-w 5 S-o'X -a FI ac I)nnitl,. r,Uyyy, A S-CXU -a $tltTJOWAL. i t t AULJJ'nj nrJriR, SI.bfltJCil LY IA r..L CtI} HARDWARE GROUPS 0 GIPIFANJ F:IfYnitir HLACE LL47LI C0017aE.R s:FR.1TM. CPCTiinctiou. Lf)CILSEI3'pin ICvt:gI['YDVS UR.i[CFJT.i9It.mz.:4L m ita4L)CUL R.ryYwarsit,R ▪ LER'F.R HA'(VITO LfriCVIIET FUICHUT OT It c II LEVER I I1LrrtkaR)PA62: RA MA I1A4K$ f'r H+U(1NJhRb. HDICES. FRAATh SIbract-REL. KnnICTOr. I. II'U$ II•A.WI'LF. YYJ'.ICY UICT3i;T HdRE:WAAL rIA]IS.$IVNC-..a . rvraR ant HAM, a+ci:ii it ilast taain.it nkIfijM7R ICTITM-PCICC-IrrataPrIMZUMILPINSPIde fl 7L'nt iialait. r$ivaiinatuncaokujs pL liL. ns GENERAL NOTES: I SET ST,Wl:TURALMRA,tJvr„9 P )8 FrI=ILAIII rir t millrace ce I HIM= IrFI)IVA h.n I};V z :Ha ILEC (1RAKT.7CA PtIR LJGI Mau, POWER putts Bite ALeCH nw roll IIYAC IL rur2CE.INC CVOFRltSIigzi I • InSytet ibt•TI 'LLB M {'EMI #+ nI tint iiimatfriatintrn.-. s a W lin g CZ cc 54 CO SCHEMATIC DESIGN Jt)bna: :01400Frol Drmn i ITS H,viLtielyj; 'Naar bale St -Ana; row Anvna: Robert and Mary Stahl �•.'T� 4.vnITRA -y5 H„ I,aptn CI) tla.b2l arn FIRST FLOOR PLAN Liquor License Security Plan Exterior Perimeter Our goal at Salt and Acres is to allow our guests to enjoy alcoholic beverages in a relaxed and pleasant atmosphere, which includes many areas of our large property. However, Salt and Acres recognizes and values the importance of creating a controlled environment at all times. The safety of our guests and our adherence to laws and regulations is of the utmost importance to us. Through the use of signage, landscaping and fencing, we will create clear barriers to contain alcohol consumption to only designated and approved areas. The perimeter for our normal business hours and special events will be laid out similarly. This perimeter will include the tasting room (with attached decks), the fireplace/fire pit area, and the lawn. The only difference for special events will be that we will include the parking lot (attached to the lawn and the tasting room) as a part of the permitted area. During special events, we will relocate all parking to a different location to allow for a natural extension of space between the tasting room and the lawn. This will also allow for us to create a space for food trucks to be within the barrier (to serve additions food) and for the flow from the tasting room to the lawn. Securing the Perimeter It is important for us to completely secure our perimeter with signage, fencing, and natural barriers. We will be posting adequate signage around the perimeter, that clearly and obviously states the edge of the alcohol permitted space. The perimeter will be created using a mixture of fencing, natural barriers, and landscaping. Special Events and Season Events Added Security For special events, we will be adding additional event barricades. We will increase our event security staff during these events to ensure all boundaries are respected. Upon entry, our staff will conduct bag checks of all guests prior to each event, as outside beverages will be prohibited. After checking bags, our staff will be verifying identification of all guests, and will be providing durable and clearly visible wrist bands to guests who are ages 21 +. This will help all staff easily decipher patrons who are of legal drinking age vs. those who are not. Inventory and Bar Operations Alcohol inventory will be secured and stored on the lower level of the facility, either in the walk-in cooler or in a dry storage area. The only people that will have access to the lower facility are salt and Acres staff. No unaffiliated person will be allowed access to said area. In addition to the limited access, we will also be installing multiple security cameras that will have full visibility of the alcohol and food storage at all times. All cameras will have a recording back-up of all activity. During closed business hours, the walk-in cooler and lower level will be locked with no access. All front and back bar alcohol items will be secured and/or in a locked cooler, or will be moved to the over level at close of business. Alcohol will only be accessible during operational hours and will be supervised by designated staff and management at ail times. We will also secure coolers with a lock during non business hours. Additional security cameras will be added to the front and back bar to allow ownership and management additional level of security. Ownership and management will also have a strict inventory audit process and protocol to ensure safely and security of aid alcohol products. Lawn The lawn will be an extension of the tasting room to allow for guest to enjoy their beverage and food outdoors. To secure this area, we will follow security protocol listed above for special events and will make sure that the signage and natural barr'ers remain in place at a trnes. We will be requiring that all liquor sales happen in the tasting room or on the tasting deck unless they are in a secured area set up from the tasting room with rented chairs on the lawn. East Vineyard Private Location In the event that we host a private event in our East Vineyard/Private location, we will secure the area with designated staff. This will insure that we are serving of age individuals during the private event times and alcohol for the private event el l remain in said area. Normal operation During normal operation hours, only Salt & Acres staff will be serving guests. Upon taking each order, staff will be checking the identification of all individuals to ensure that a 1 guest consuming alcohol are of age Keys to secured Liquor Ownership and Management staff will be the only personal that with have keys to any locks and secured items. Ownership and management will only open required items during business hours. TT WELD COUNTY Salt and Acres,. -{ekt ONLINE MAPPING - LLC, dba Salt and Ac Legend UP I7 OO72 : RESOUR GE OEV FAC � I l 4i NON -1,041 elAJ ' Eiri INEN n rC'tae.n- AN.w n. ILJ Pt 0.1, stfit5 5,1U (J SR -1 394AAT r. Tea *_dr=:fix u G [ ■ L c = e. re, l TAN IC ,AGE SPR-92 It� .��'it ., Imp. 4469,4 68 1:26816 0 2r234,68 4,46;A Fee: WGS_19&4 Web_Mercator Auxiliery_sphere WeId County CoOcrado 7h s map ,s a .iscr genera[ec s auc output from an ;r'Le,"1Ct rappv lg J `elcr2r. e only. �•a 1 � h - ��.5. Vru �. 1 :.;.� §le and i5 -7` Ayers tha: appear en this mao nay or may rot'oe accurate, Joe FJ" V GtL-', current, Cr c1hcrw,se rehab' THIS MAP !S NOT TO BE USED FOR NAVIGATION ParceDs A WAG - Zoning Permit for AG NGU - Non Con o Tn rig Use PR - Site P€an Review USR - Use by Special' Review Highway Road Roao Highway City Units - Extended Auit Berthoud R ngriton Dacono Eaton Erie Evans Firestone Fart Lupton Frederick Garden City Gacrest Greeley Grover Hudson Johnstown Notes Vintner's Restaurant (County) _iquot License 9490 CR 25, Fort Lupton, CC 80621 iler7 WELD COUNTY air ONLINE MAPPING Salt and Acres, LLB dba Salt and r 1,11734 2,234.7 Feet WGS_1984 Web_Mercator Auxiliary_Sphere © Weld County Colorado This map is a user generated static output from an Internet flapping 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 Notes Vintner's Restaurant (County) _iquor License 9490 CR 25, Fort Lupton, CO 80621 WELD COUNTY C) N E_ E N F `L' :--"tii PI N C r Salt and Acres LLC, Saft and cie s 558.7 0 27933 558.7 Feet WGS_1984 'w eb_Mercat r 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 Nifratab PEI Ira d Sn r k Legend Parcels Highway County Boundary ■ Notes Vintner's Rectau rant (County) Liquor License 9490 CB 25, Fort Lupton, CO 80621 415122, 7:03 AM Property Report Weld Coun PROPERTY PORTAL Property Information (970) 400-3650 Technical Support (970) 400-4357 Account: R5179086 April 5p 2022 Account Information Account R5179086 Parcel 130918001003 Space Type Account TaxActualActual Year Value Residential 2022 Assessed Value 2 6613718 98,310 Legal 16152 PT L5 W OF RIVER LUPTON MEADOWS DIV I IN NW4SW4 4 18 2 66 Subdivision Block Lot Land Economic Area RIVER BOTTOM/ LAKE EON 4 Property Address Property City Zip Section Township Range 9378 COUNTY ROAD 25 WELD 18 02 66 Owner(s) Account Owner Name R5179086 Address 45 ACRES LLC 3325 E 141ST AVE THORNTON, CO 806026403 Document History https://propertyreport.co.weld.co,usincerount=R5179086 1/8 4/5/22, 7:03 AM Property Report Reception Rec Date W9 146051 3607644 4.21 Type Grantor 06-20-1975 IU S R 06-22-1988 SWDN SUB 11-22-2011 USE BY SPECIAL REVIEW SUBDIVISION Grantee SUP -426 GRAVEL MINING LUPTON MEADOWS DIVISION #1 (JSR USR 1774 03-01-2017 U S R 4282389 03-01-2017 4791847 01-06-2022 USR USR 1774 MUSR16-11- MtJSR,16- 1774 11-1774 USE BY SPECIAL REVIEW 1MUSR16- 11-1774 WINERY SWD STAHL ROBERT M; STAHL MARY E 45 ACRES LLD Doc Fee Sale Date 0.00 0.00 06-21-1988 0,00 0.00 11-22-2011 0.00 03-01-2017 0.00 Sale Price 0 0 0 0 0 0 270.00 12-23-2021 2,700,000 *If the hyperlink for the reception number does not work, trya manual search in the Clerk and Recorder records. Use the Grantor or Grantee in your search. Building Information Building 1 AccountNo 85179086 Building ID 1 Occupancy Single Family Residential ID Type 1 NBHD Occupancy Residential 4216 Single Family Residential cm plete Bedrooms Baths Rooms C 100 3 2 https://propertyreport.co.weldmocusnaccountrR5179086 2/6 4/5/22, 7:03 AM Property Report ID Exterior Roof Interior HVAC Cover 1 Frame Siding Drywall Hot Water Radiant Perimeter Units Unit Make Type 0 ID Square Ft Condo SF 0 Total Basement SF Finished Basement SF Garage F Carport SF Balcony SF Porch SF 1 2,682 0 0 1,040 a 0 140 Built As Details for Building �1 Square Ft ID 1.00 Built As Ranch 1 Story Year Built 2,682 1993 Stories 3 Length Width 0 Additional Details for Building I ID 1 1 'I 1 1 1 1 Detail Type Add On Appliance Fixture Fixture Fixture Garage Porch Description Flue Only Units Allowance Allowance Bath 2 Bath 3 Detached Slab Roof Cell Building 2 I 1 1 1 I 1,040 140 AccountNo Building ID 85179086 2 Occupancy Retail https:1lpropertyreport.co.wefd.co.us/'?account=85179085 3/8 4/5/22, 7:03 AM Property Report ID Type NERD Occupancy � Bedrooms Baths Rooms Corn plete Commercial 4901 Retail 100 0 0 0 ID Exterior Roof Cover Interior HVAC Perimeter Units Unit Type Make 2 Gable Package Unit 184 0 ID Square Ft Condo Garage Finished Darn e SF Basement Basement SF SF SF 2 2,013 0 0 0 0 Carport SF 0 Balcony Porch SF SF 0 0 Built As Details for Building 2 Square Year ID Built As Ft Built 00 Retail 2.Store 2,013 2011 Stories Length Width 1 0 Additional Details for Build inn 2 ID Detail Type 2 Add On 2 Basement Description Concrete Slab Average Storage Units 400 2,013 Valuation Information https://propertyreport.co.weld.co.usnaccount=R5179086 4/8 4/5122, 7:03 AM Property Report Type Code Description Actual Value Assessed Value Acres Land SIFt Improvement 1212 SINGLE FAMILY RESIDENTIAL IMPROVEMENTS 416,947 29,810 0.000 0 Improvement 2212 MERCHANDISING -233,271 IMPROVEMENT 0.000 0 67,650 Land 1112 SINGLE FAMILY RESIDENTIAL- ' LAND 11,375 810 22.750 990,990 0.250 ' 10,890 MERCHANDISING - LAND 125 40 Land 2112 Totals 661,718 98,310 23.000 1,001,880 Comparable sales for your Residential or Commercial property may be found using our SALES SEARCH TOOL Tax Authorities Tax Area District ID District Name Current Mill Levy 2228 0700 AIMS JUNIOR COLLEGE 6.342 I 2228 0302 F CENTRAL COLORADO WATER (CCW) 1.404 2228 0309 CENTRAL COLORADO WATER SUBDISTRICT (CCS) 2.,180 2228 0506 FORT LUPTON FIRE 9.305 2228 0530 FORT LUPTON FIRE (BOND 2022) 0.483 2228 1050 HIGH PLAINS LIBRARY 3.197 2228 03 01 NORTHERN COLORADO WATER (NCW) 1.000 2228 1201 PLATTE VALLEY CONSERVATION 0.000 2228 0208 SCHOOL DIST RE8-FORT LUPTON 10.782 2228 0100 WELD COUNTY 15.038 Total - - 58.74 https://propertyreport.co.weld.co.usOaccount=R5179086 5/8 4/5/22, 7:03 AM Property Report Photo Buil(l ng 2 Sketch https://propertyreport.co.weld.co.usnaccounkR5179086 6/8 4/5/22, 7:03 AM Property Report so, *0-h ., +4inArrfi. First Floor 2013.3 sf 10' WH Wine Tasting Area Bsn,t Storage 2013.3 sf R/R Kitchen 16,7' I (N 26,7' 6.7' Building Page 1 Map https:/Ipropertyreport.co.weld.cc.usl'account=85179080 716 4/5122, 7:03 AM Property Report Maxa r 1 Weld County Government Powered by Evil Get additional detail with the Map Search. Copyright O 2022 Weld County, Colorado. All rights reserved, P yyPolicy Dikcloimer J Accessibility Information https:I1propertyrepart.co.weld.co.us!'?account=85179055 818 VINTNER'S RESTAURANT (COUNTY) LIQUOR LICENSE - SALT AND ACRES, LLC, DBA ALT AND ACRES Background Investigation AFFIDAVIT DATE: January 4, 2022 FROM: Chloe A. White, Deputy Clerk to the Board Supervisor SUBJECT: Federal Bureau of Investigation (FBI) and State of Colorado Background Checks for Liquor Licensing I hereby certify that I provided the below documents in accordance with the requirements of Weld County, the State of Colorado, and the Federal Bureau of Investigation (FBI), on this 4th day of January, 2022. Ccuzi, a. s 4/4/2022 Chloe A. White, Deputy Clerk to the Board Supervisor Date 1. Agency Privacy Requirements for Noncriminal Justice Applicants 2, Noncriminal Justice Applicant's Privacy Rights 3 Privacy Act Statement 4. Procedures for submitting to a background check in Weld County, Colorado ********************************** Applicants: I HEREBY AFFIRM THAT I HAVE RECEIVED THE ABOVE DOCUMENTS. I UNDERSTAND THAT I MAY REQUEST THE PROCEDURES FOR OBTAININNG A CHANGE, CORRECTION, OR UPDATE OF A CRIMINAL HISTORY RECORD: THAT I WILL BE PROVIDED A COPY OF THE RESULTS OF THE CRIMINAL HISTORY RECORD; THAT IF I HAVE A CRIMINAL HISTORY RECORD, I WILL BE AFFORDED A REASONABLE AMOUNT OF TIME TO CORRECT OR COMPLETE THE RECORD; AND THAT IF I HAVE ANY OTHER QUESTIONS OR CONCERNS, I MAY REQUEST FURTHER INFORMATION AT ANY TIME FROM THE CLERK TO THE BOARD'S OFFICE OF WELD COUNTY. THE RESULTS OF THE CRIMINAL HISTORY RECORD WILL BE USED FOR AUTHORIZED PURPOSES ONLY. HOWEVER, BECAUSE YOU ARE APPLYING FOR A PUBLIC LICENSE, THE RESULTS OF THIS RECORD ARE CONSIDERED AN OPEN RECORD AND ONLY PERSONAL IDENTIFYING INFORMATION WILL BE REDACTED. LIQUOR LICENSE APPLICATIONS ARE A MATTER OF PUBLIC RECORD. Weld County I Clerk to the Board's Office 1150 0 Street, Greeley, CO 80631 • (970) 400-4213 ■ ovvhite@weldgov,com DR 8404-I (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotei and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record must be answered in their entirety or so by "N/A". Any deliberate misrepresentation separate sheet if necessary to enable requires information the license application or you to answer that is necessary for the licensing investigation or inquiry. may be delayed or denied. If a question is not applicable, material omission may jeopardize the license application. questions completely) All (Please please questions indicate attach a i. Name of Business Salt and Acres LLC Home Phone Number N/A Cellular Number 303895152.1 2. Your Full Name (last, first, middle) Caruso Justin Michael 3. List any other names you have used N/A 4. Mailing address (if different from residence) 3325 E 141st Ave Thornton CO 80602 Email Address Justin@saitandacres.com 5. List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip I Frca m Ta - Current 3325 E 11i -1st Ave Thornton CO 80602 Oct 2014 Present Previous 14580 High St Thornton CO 80602 Jan 2011 Oct 2014 6. List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Caruso Real Estate 3325 E 141st Ave Thornton CO 80602 Owner April 2008 Present Allstate Insurance 14697 Delaware St Westminster CO 80023 Owner June 2016 Presnt 7. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee 8. Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money, furniture, fixtures, equipment or inventory to any licensee? (If in detail.) ❑ Yes t'4 No yes, answer 9, Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) El Yes ale No DR 8404-I (03/20/19) 10. Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court or do you have any charges pending? (if yes, explain in detail.) Yes EX No 11. Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (If yes, explain in detail.) U Yes No 12. Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail. Yes Personal and Financial Information Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information required in question #13 is solely for identification purposes. 13a, Date of Birth b. Social Security Number c. Place of Birth Denver Colorado d, U.S. Citizen in Yes El No e. If Naturalized, state where N/A L When N/A g, Name of District Court N/A h. Naturalization Certificate Number N/A i. Date of Certification N/A j. If an Alien, Give Alien's Registration Card Number N/A k. Permanent Residence Card Number N/A I. Height 5 rn . Weight ' 9 n. Hail Black/Gray Color o. Eye Color Green I p. Gender q. Do you have a current Driver's License/ID? If so, give number and state: ❑ 'es ❑ N o # State Colorado 14. Financial Information. a. Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other $0 b. List the total amount of the personal investment , made by the person listed on question #2, in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases or fees paid, $ 250,000 * If corporate investment only please skip to and complete section (d) ** Section b should reflect the total of sections c and e a Provide details of the personal investment described in 14b, You must account for all of the sources of this investment, (Attach a separate sheet if needed) Type: Cash, Services or Equipment Bank Name Amount Account Type Cash Checking Wells Fargo 100,000 Services Constrution n/a 150,000 d. Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment, (Attach a separate sheet if needed) Type: Cash, Services or Equipment Loans Account Type Bank Name Amount n/a n/a n/a n/a n/a e. Loan Information (Attach cables of all notes or loans) Name of Lender Address Term Security Amount nfa n/a n&a n/a nia Oath of Applicant I declare under e!nal -that this a licatian and all attachments are true, correct, and corn Aumorized Signature Print Signature Justin Caruso Title Pete to the best of ny knowledge. Partner Date 01/20/22 To Whom It May Concern: I have known Justin Caruso for more than 15 years.. Justin is an enthusiastic and helpful individual who displays a strong moral character. He is one of the most dedicated, hardworking, and innovative people I've had the pleasure of working with in any capacity. He is also very compassionate, kind and never misses the opportunity to help others. Justin is the type of person you can count on to at any time. He is able to keep a cool head in a stressful situation and his positive attitude is contagious. If you have any questions, please feel free to contact me. Sincerely, Gustavo Prado 720-556-8657 gus.prado135@gmarl,com Jacob Rowzee 1 142 Vine Way Thornton, CO 80602 (303) 931-4832 Jake.rowzeeiom@rail.eom March 31st, 2022 Justin Caruso Salt & Acres To Whom It May Concern, It is my pleasure to enthusiastically recommend Justin Caruso for a liquor license. My name is Jacob Rowzee, 1 have had the pleasure of knowing Justin for the East 16 years. During this time I have both worked for Justin, and have known him on a personal level as a friend. Justin is one of the most honest, reliable, and trustworthy people you will come across. For as long as I've known Juts in, he has proved to be a man of integrity, always putting the needs of others above his own. I am confident, and without reservation would recommend Justin Caruso for a liquor License, Feel free to contact me at (303) 931-4832 or jake.rowzeeiom@gmail.corn if you have any questions or would like me to further elaborate on Justin Caruso's character, S irieerel , Jacob Rowzee Dion Steffonich 601 W. l760Fh place Broomfield, Co. 80023 3/30/2022 Reference to: Justin Caruso Salt and Acres To whom it concerns: This letter is to present and provide viable information of the great business characteristics of Justin Caruso. Salt and Acres owner, Justin Caruso has built a name and brand that surpasses personality, integrity and responsibility. He is an intelligent and motivated individual that makes decisions of the inmost honesty. Justin Caruso has recruited, managed and developed a business character that is unmatched within today's society. From the first moment I met Justin, I noticed a business drive within himself to produce quality work through a present state of mind, decisions that were made with promise, heart and a willingness to [earn through his open minded but humbled life experiences. As a director of a multi -million -dollar grocery operation business, Justin is the type of person that I would employ holding to the up most standards, safety and return service to our community. If you would like additional information about Justin Caruso, you can contact me at (303) 898- 4833. Sincerely, Dion Steffonich DR 8404-1(03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, ail directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual must be answered in their so by "N/A". Any deliberate separate sheet if necessary history record entirety or misrepresentation to enable requires the information license you to answer that is necessary for the licensing investigation or inquiry. application may be delayed or denied. If a question is not applicable, or material omission may jeopardize the license application. questions completely) All questions please (Please indicate attach a 1. Name of Business Salt and Acres LLC Home Phone Number n!a Cellular Number 7202999621 2, Your Full Name Oast, first, middle) Caruso Danielle Rowzee 3. List any other names you have used n/a 4. Mailing address (if different 3325E 141st from residence) Ave Thornton CO 80602 Email Address Danielle@ saltandaere .eom 5. List current residence address. Include any previous addresses within the last five years, (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 3325E 141st Ave Thornton CO 80602 Oct Present Previous 14580 High St Thornton CO 80692 Jan 2004 Oct 2014 6. List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Cheer Central 3773 Monarch St Fredrick Co 80516 Owner May 2004 Present 7. List the nar e(s) of relatives working in or hotding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held I Name of Licensee n/a nla n/a nisi 8. Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money, furniture, fixtures, equipment or inventory to any licensee? in detail)❑ Yes 1 No (If yes, answer 9. Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you ❑ Yes L applied for or been denied a liquor or bear license anywhere in the United States? (If yes, explain in detail.) Na DR 8404-I (03/20/19) 'I 10. Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for in ❑ 'es No any offense criminal or military court or do you have any charges pending? (If yes, explain in detail,) 11. Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred in detail.) ❑ de's i No sentence? (If yes, explain 12. Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.) ❑ Yes Nc Unless otherwise information real aired provided by in question law, #13 the Personal and personal information is solely for identification required Financial purposes. in question Information #13 will be treated as confidential. The personal 13a, Date of Birth b. Social Security Number c. Mace of Birth Santa Ana California d. U.S. Citizen 71 Yes ❑ No e. If Naturalized, state where visa f. When n/a g. Name of District Court nisi h. Naturalization Certificate n/a Number i. Date of Certification n/.a j. If an Alien, Give Alien's Registration Card Number nfa k. Permanent Residence Card Number n/a i. Height 5 m. Weight 5 n, Hair Color Brown a. Eye Color Brown p. Gender F q. Do you have a current Driver's License/ID'? If so, give number and state. ❑ Yes ❑ No # State Colorado 14. Financial Information. a. Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other o b. List the total amount of the personal investment , made by the person listed on question #2, in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases or fees paid. 100„000 * If corporate investment only please skip to and complete section (d) ** Section b should reflect the total of sections c and e c. Provide details of the personal investment described in 14b. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Cash Checking Wells Fargo 100,000 i_ Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Services or Equipment Loans Account Type Bank Name I Amount n/a n/a Ilia &a n/a - 4 - e. Loan Information (Attach copies of all notes or loans) Name of Lender Address Term I Security Amount n/a ilia n/a n/a n/a Oath of Applicant i deciare under '' i ��. lh . . • lication and all attachments are true, correct, and complete to the best of my knowledge._ _ Authorized Signat '1�� Print Signature Title Date °- i �. I Danielle Caruso Partner 01/ Q Personal Reference: Danielle Caruso To Whom It May Concern, 4.6.22 I would like to give my highest recommendation for Danielle Caruso as she pursues her alcohol license for salt and Acres. We have been friends with Danielle and the Caruso family for nearly 20 years. They are upstanding citizens, wonderful friends, dependable co-workers, and they believe in integrity in all aspects of their life. I believe that they will run a business that will be wonderful for the community, and will be an amazing outreach helping to bringing families together through celebration and quality time together. Danielle has been an employee at my business for nearly 20 years, she has always been dependable, upright, and always interacted with the utmost of integrity. She and her husband have spoken of opening a business like this for as long as I can remember, and I have no doubt she will be incredibly successful. She wants what is best for everyone around her and I know that she will operate responsibly. She is a wonderful employee, mom, friend, and community member. I am excited for the vision of Salt and Acres, and what I know it will bring to the community. I know that they will put the proper work behind the business to ensure that it runs as safety as smoothly as possible. If you have any further questions please feel free to reach out to me. It is without hesitation that I give my highest recommendation. Warm Regards, Wendy Ayers wend y@cheers ntralsunsrcorn 303-818-9588 April 5, 2022 To Whom it May Concern, My name is Kim Seebaum and I am proud to offer my recommendation of Danielle Caruso to whom I have personally known for 16 years as my friend. During my relationship with Danielle I have experienced an individual who is always dependable, works hard, responsible, and carries herself in a polite, respectable manner. In addition, Danielle is a family -person who has always presented herself with level headedness and grace. Please do not hesitate to contact me if you require any further information, Best, Kim Seebaum 720-220-7840 see rin k mail,.com Apr 2, 2022 To Whom It May Concern, r am writing this letter to express my sincere appreciation for Danielle Caruso. She is an authentic, life-giving, professional, ingenuitive, business minded and dedicated individual. She displays upstanding moral values. Her impeccable character and integrity are very obvious because they line up in what she says and does. She is active in her community and her contribution and generosity towards people shows her genuine concern and ability to put others first. Salt and Acres will be such a wonderful place for gatherings and fellowship because of her vision to bring people together and provide a comfortable environment to relax, rejuvenate and connect. Danielle and her company will be a valuable asset to the City of Ft. Lupton and its surrounding communities. Both will fill a much needed void in the area and I'm sure will become an icon for future growth as well as in the event industry. Sincerely, Leah Mangel Angel In Disguise Event Planning CSR 8404-I (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation 4 or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "NJ/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1. Name of Business Salt and Acres LLC home Phone Number n/a Cellular Number 3O35O03002 2. Your Full Name (last, first., middle) Esprenger Andre Luiz 4. Mailing address,(if different from residence) 360 S Poplar ST Denver CO80224 3. List any other names you have used n/a Email Address andreespr nger@hotmail.ccm 5. List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 360 S Poplar St Denver CO 80224 4 . 1 12/2014 Present Previous 5, List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number? City, State, Zip) II 1 Position Held From To Leo Construction 360 S Poplar St Denver Co 80224 Owner :2912008 Present ALM Properties � e 360 S Poplar St Denver Co 80224 Owner 12/2014 Present Harvey Construction Inc 6829 S Dawson cir Cenntinal Co 80 50 % Owner 05/2016 Present 7. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry, Name of Relative Relationship to You Position Held Name of Licensee n/a n/B ri/a n/a 8. Have furniture, you ever applied fixtures, equipment for, held, or had an interest in a Colorado or inventory to any licensee? (If Liquor or Beer License, or loaned yes, answer in detail.) money, Yes W N o Ole Broadway LLC 9. Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the United States? (if yes, explain in detail.) Yes X1 No DR 8404-1(03/20/19) 10. Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court or do you have any charges pending? (If yes, explain in detail.) des 11. Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (If yes, explain in detail.) 12. Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.) Personal and Financial Information Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information ref wired in .uestion #13 is solel ' for identification *ur.oses.. 13a, Date of Birth b. Social Security Number c. Place of Birth Cameo Grande/ Brazil di U.S. Citizen til Yes ■ No When n/a h Naturalization Certificate Number n/a . Date ofCertification cati on n/a g, Name of District Court k. Permanent Residence Card Number n/a I. Height 6 n. Hair Color Black o. Eye Color Brown p. Gender q. Do you have a current Driver's License/ID? If so, give number and state Yes No # 000800264 Colorado 14. Financial Information. a, Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other. $0 b. List the total amount of the personal investment , made by the person listed on question #2, in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases or fees paid. 500%000%00 * If corporate investment only please skip to and complete section (d) ** Section b should reflect the total of sections c and e c, Provide details of the personal investment described in 14b. You must account for all of the sources of this investment, (Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Cash Checking Wells Fargo 500;000 d, Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment, (Attach a separate sheet if needed) Type: Cash, Services or Equipment Loans Account Type Bank Name Amount &a, n/a rt&a n/a n %a e. Loan Information (Attach copies of all notes or loans) Name of Lender _Address Term Security Amount n/a n!a n&a n/a n/a Oath it of Applicant I declare under ' ti.i.p-• - - r hje • •lication and ail attachments are tr'ue._correct and corn Mete to the best of m knowled e. Authorized Signat J ,grailint Print Signature Title Date ,r4� i Partner 01/20/22 Denver, April 5, 2022 To whom it May Concern: Andre is an outlier in so many aspects that I probably won't be able to address them all in this letter; with unbeatable kindness and personality, he is an extremely driven person, from his professional life to the tiniest details of himself; trying to learn and grow daily, getting exposed to new situations and experiences. Andre is passionate about making people's lives better whenever he has a chance. I had the chance to do a few projects with Andre on the professional side, and I've gladly known him personally for more than four years, and I can assure you that he would be the first person i would contact in all situations. Andre is exceptionally thoughtful, has an entrepreneurial soul, and has a huge heart. I strongly recommend him. If you have any questions, please do not hesitate to contact me, Best, Matheus Oliveira (918)519-3452 - ADAMS 1H.BANK &TRUST April 7, 2022 To whom it may concern: FORT COLLINS BRANCH 7 800 S Highway 287 Fort C:;,Iilns, CO:, p : 9i0,t';6i.4308 It is with great pleasure that I am recommending Andre E sp renger to you. I am a Commercial Loan Officer with Adams Bank & Trust and I have worked with Andre on a few credit commitments and have known him for several years. Throughout the time that I have known Andre, I have formed a very positive opinion of him. He has always been honest, intelligent, success -oriented, considerate of others and follows through on all his commitments. Not only do I like working with Andre on his credit requests, I also respect him greatly. I felt honored to be asked to provide a letter of recommendation and I hope that the information provided helps whomever understand what an outstanding individual Andre really is. If I can be of further assistance, please call me at 303-507-8728 or contact me by email at neno al tl a_nkncol Sincerely, attne Court ey SrGimeno Vice President your foundation for financial success abtbank.corn I member FDIc, Adler Dacunha 246 South Poplar Street, Denver, CO ad lercu nhahotmai I ,corms April 6tH, 2022 To Whom It May Concern: feel proud to recommend Andre Esprenger, one of my closest friends, for over 30 years. During those years, he has been with me in all the ups and downs of my life. Hardworking, fairness, and loyalty are three of his best-known qualities that I have found to be his valuable assets in the long years of our friendship. He has spent several years as an entrepreneur, employed many workers, and I have never heard of anyone being tready unfairly in all those years. I know Andre to be dependable, responsible, honest, and courteous. He is the most popular guy whenever he is with friends and colleagues. Andre will be an asset to any group and organization. I can confidently recommend him for any undertaking that he chooses to pursue. Please do not hesitate to call me if you want to discuss this recommendation. Sincerely, Adler Dacunha 720-883-2206 VINTNER'S RESTAURANT (COUNTY) LIQUOR LICENSE - SALT AND ACRES, LLC, DBA SALT AND ACRES Notices CLERK TO THE BOARD PHONE (970) 400-4225 FAX: (970) 336-7233 1150 0 STREET P.O. BOX 758 GREELEY, COLORADO 80632 www.weldgov, com April 20, 2022 ATTN: JUSTIN CARUSO SALT AND ACRES, LLC DBA SALT AND ACRES Tustin Asa tandaores.corn RE REQUEST FOR A TEMPORARY PERMIT FOR A VINTNER'S RESTAURANT (COUNTY) LIQUOR LICENSE TRANSFER APPLICATION — SALT AND ACRES, LLC, DBA SALT AND ACRES Dear Applicant: This is to advise you that the Weld County Board of Commissioners will hear your request for a Temporary Permit at the property described as: 9490 County Road 25, Fort Lupton, Colorado 80621. The meeting is scheduled for Monday, April 25, 2022, at 9:00 a.m., in the Chambers of the Board of County Commissioners of Weld County, Colorado, Weld County Administration Building, 1150 0 Street, Assembly Room, Greeley, Colorado 80631. If you have any questions concerning this matter, please do not hesitate to contact me at (970)400-4213 or owhite@weldgov.com. Sincerely, erketie- cot a Chloe Ab White Deputy Clerkto the Board Supervisor cc: Weld County Attorney's Office From; To: Cc: Subject: Date: Attachments: Cne "austin Caruso; thadik.._ Kupoe r"; ;"M icl)avda Hint"; "Deinie 'I ; "Lvndsev Rnwzee NOTICE OF HEARING - Temporary Permit - Salt and Acres, LLC, dba Salt and Acres Wednesday, April 201 2022 11:43:00 AM Notice QI Hea rirm - Tennourary P..fit d Acres. LLC. r df Good morning, This is to advise you that the Weld County Board of Commissioners will hear your request for a Temporary Permit at the property described as: 9490 County Road 25, Fort Lupton, Colorado 80621. The meeting is scheduled for Monday, April 25, 2022, at 9:00 a.m. Please see the attached letter for further information. Sincere regards, * Please note: my email address has changed from cripel weidgov.egina to ewhite@weldgo,c.-- please use the new email address * 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: c hite @ "e/dgo v. corn 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 POSTAL FIRST NAME LAST NAME 'COMPANY ADDRESS "1 CIT` STATE CODE JUSTIN ARU O SALT ACRES, SALT AND AND LL C, ACRES DRA justin@saltandacres1com 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 Maii, postage prepaid First Class Mail by letter as addressed on the attached list this 20th day of April, 2022. ticolin. a -mot Chloe A. White Deputy Clerk to the Board Supervisor CLERK TO THE BOARD PHONE: (970) 400-4225 FAX: (970) 336-7233 1150 0 STREET P.O. BOX 758 GREELEY, COLORADO 80632 www.weldgov.com April 22, 2022 ATTN: JUSTIN CARUSO SALT AND ACRES, LLC DBA SALT AND ACRES ustn'sa.Itandaores.00m RE. RESCHEDULED HEARING FOR TEMPORARY PERMIT REQUEST FOR A VINTNER'S RESTAURANT (COUNTY) LIQUOR LICENSE TRANSFER APPLICATION — SALT AND ACRES, LLC, DBA SALT AND ACRES Dear Applicant This is to advise you that the Weld County Board of Commissioners will hear your request for a Temporary Permit at the property described as: 9490 County Road 25, Fort Lupton, Colorado 80621. Per your request via email message, the meeting has been rescheduled for Monday, May 2, 2022, 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. if you have any questions concerning this matter, please do not hesitate to contact me at (970) 400-4213 or cwhite@weldgov.com. Sincerely, Chloe A. White Deputy Clerk to the Board Supervisor cc Weld County Attorney's Office Prom: Ch oe Whitt, To: ,Justin Caruso Cc: Chad A. Kum; plichav a Hurt; Danie le Caruso; Lyrdsey Ro ace Subject: RESCHEDULED - NOTICE OF HEARING - Temporary Permit Salt and Acres, LLC, dba Salt and Acres Date: Friday, April 22, 2022 6:37:00 AM Attachments: Laasc& ci i-eari g - Ter' ' rr ik_-_5 .k n r . LLC _ . dti dplud.c df Good morning, This is to advise you that the Weld County Board of Commissioners will hear your request for a Temporary Permit at the property described as: 9490 County Road 25, Fort Lupton, Colorado 80621 k Per your request via email message, the meeting has been rescheduled for Monday, May 2, 2022, at 9:00 a.m. Please see the attached letter for further information Sincere regards, * Please note: my email address has changed from crempeltweldgov_com to cwh to@we'dgot,coj ! — please use the new email address * 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: c h te© eidgov. corn 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 COMPANY POSTAL FIRST NAME LAST NAME ADDRESS 1 CITY STATE CODE JUSTIN CARUSO SALT ACRES, SALT AND AND LLC, ACRES DBA justin@saltandacres.com hereby certify that I have sent an updated 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 22nd day of April, 2022. r . Chloe A, White Deputy Clerk to the Board Supervisor VINTNER'S RESTAURANT (COUNTY) LIQUOR LICENSE - SALT AND ACRES, LLC, DBA SALT AND ACRES Receipts 0 O L- C cu o z :is N. (..) -Li CD Or ›g -N co co -121 w fr'S O Pa o 0 v-03 erD 0— O SALT AND ACRES LLC 3325E $ 41ST AVE THORNTON, CO 80602-6.03 Pay to the Order cif 'WE s: L FAR GC) For Walls Fargo Bank, N A Colorado wellsfargoto r •: RECEIPT DATE o�Ja5lao�a RECEIVED FROM ±30,t+. Lissic ADDRESS FOR Lit OVS cat o u nor ta 44&L 15, ZaZ2 $ qZ5"' 1004 a3-7/1020 6272 Dollars No. 91759 ~F7vga t °°/ io c S Q5. O 0 .0 HOW PAID CASH CHECK clea5 MONEY ORDER SALT AND ACRES LLC 3325 E 141ST AVE THORNTON, 00 t30602-6403 Pay tot e Order of _axe Welia Fargo Banat N A Colorado w ltsfarao cam er For ra : camortiste. Fee and* V 1 i RerS-1-auroant BY RECEIPT DATE Q3j9fOaD RECEIVED FROM eta,i + and Acres ADDRESS 3039 5 One FOR Lt \\OVii PAID - t CASH CHECK OO Q.i t HONEY ORDER LL Vi Mavk Ih—zou. o.s RM�►In limbs OthpordiCP DS, tisld rip �! Irrt•-,t— •••en 1005 23-711020 62T2 0rkie. i $ iiewapit I5oPlars NO 91760 IS re Deter oK tack C•CD_SP__Cc:1Oa - Co4O3 Si1 W5O0O Pe VINTNER'S RESTAURANT (COUNTY) LIQUOR LICENSE - SALT AND ACRES, LLC, DBA SALT AND ACRES Staff Referral Responses Chloe White From: Sent: To: Cc: Subject: Attachments: Good morning, Chloe White Friday, April 22, 2022 10:51 AM Nick Trautner; Gabri Vergara; Lauren Light; Michael Knee; Sam Kaneta III Bruce Barker; Karin McDougal TEMPORARY PERMIT - Vintner's Restaurant (County) Liquor License - Salt and Acres, LLC, dba Salt and Acres Temp Permit - Salt and Acres, LLC.pdf Please see the attached request for a Temporary Permit from Salt and Acres, LLC, dba Salt and Acres, which would allow them to operate while the County and State review their application to transfer the exiting Vintner's Restaurant (County) Liquor License from River Garden Winery, LLC, dba River Garden Winery, to themselves. There is a short turn -around time for reviewing this, as it is scheduled for hearing on Monday, May 2, 2022. Please let me know if you have any concerns and respond by Thursday, April 28, 2022, if possible. 1. Applicants: Salt and Acres, LLC, dba Salt and Acres 9378 CR 25, Fort Lupton, CO 80621 Justin and Danielle Caruso 3325 E 141st Ave, Thornton, CO 80602 Andre Esprenger 360 S Poplar St, Denver, CO 80224 2. Address of Premises: 9490 CR 25, Fort Lupton, CO 80621 3. File Location: LC0055 Thank you, * Please note: my email address has changed from crempel(weldgov.com to cwhiteweldgov.com — please use the new email address * 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@weldgov.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. 1 Chloe White From: Sent: To: Cc: Subject: Sam Kaneta III Friday, April 22, 2022 11:01 AM Chloe White Michael Knee RE: TEMPORARY PERMIT Vintner's Restaurant (County) Liquor License - Salt and Acres, LLC, dba Salt and Acres No issues from the Sheriff's Office. Sam Kaneta III Weld County Sheriff's Office 1950 O Street Greeley, CO 80631 970-400-2877 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. From: Chloe White <cwhite@weldgov.com> Sent: Friday, April 22, 2022 10:51 AM To: Nick Trautner <ntrautner@weldgov.com>; Gabri Vergara <gvergara@weldgov.com>; Lauren Light <Ilight@weldgov.com>; Michael Knee <mknee@weldgov.com>; Sam Kaneta III <skaneta@weldgov.com> Cc: Bruce Barker <bbarker@weldgov.com>; Karin McDougal <kmcdougal@weldgov.com> Subject: TEMPORARY PERMIT - Vintner's Restaurant (County) Liquor License - Salt and Acres, LLC, dba Salt and Acres Good morning, Please see the attached request for a Temporary Permit from Salt and Acres, LLC, dba Salt and Acres, which would allow them to operate while the County and State review their application to transfer the exiting Vintner's Restaurant (County) Liquor License from River Garden Winery, LLC, dba River Garden Winery, to themselves. There is a short turn -around time for reviewing this, as it is scheduled for hearing on Monday, May 2, 2022. Please let me know if you have any concerns and respond by Thursday, April 28, 2022, if possible. 1. Applicants: Salt and Acres, LLC, dba Salt and Acres 9378 CR 25, Fort Lupton, CO 80621 Justin and Danielle Caruso 3325 E 141st Ave, Thornton, CO 80602 Andre Esprenger 360 S Poplar St, Denver, CO 80224 2. Address of Premises: 9490 CR 25, Fort Lupton, CO 80621 3. File Location: LC0055 Thank you, 1 Chloe White From: Sent: To: Subject: No concerns from EH. Thanks, Nick Nick Trautner Monday, April 25, 2022 4:10 PM Chloe White RE: TEMPORARY PERMIT - Vintner's Restaurant (County) Liquor License - Salt and Acres, LLC, dba Salt and Acres Nick Trautner Food Program Coordinator Department of Public Health & Environment 1555 N. 17th Ave. I Greeley, CO 80631 970-400-2209 I ntrautner@weldgov.com Health inspections can be found at our website: https://www.co.weld.co.us/appsl/decade/ 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. From: Chloe White <cwhite@weldgov.com> Sent: Friday, April 22, 2022 10:51 AM To: Nick Trautner <ntrautner@weldgov.com>; Gabri Vergara <gvergara@weldgov.com>; Lauren Light <Ilight@weldgov.com>; Michael Knee <mknee@weldgov.com>; Sam Kaneta III <skaneta@weldgov.com> Cc: Bruce Barker <bbarker@weldgov.com>; Karin McDougal <kmcdougal@weldgov.com> Subject: TEMPORARY PERMIT - Vintner's Restaurant (County) Liquor License - Salt and Acres, LLC, dba Salt and Acres Good morning, Please see the attached request for a Temporary Permit from Salt and Acres, LLC, dba Salt and Acres, which would allow them to operate while the County and State review their application to transfer the exiting Vintner's Restaurant (County) Liquor License from River Garden Winery, LLC, dba River Garden Winery, to themselves. There is a short turn -around time for reviewing this, as it is scheduled for hearing on Monday, May 2, 2022. Please let me know if you have any concerns and respond by Thursday, April 28, 2022, if possible. 1. Applicants: Salt and Acres, LLC, dba Salt and Acres 9378 CR 25, Fort Lupton, CO 80621 1 VINTNER'S RESTAURANT (COUNTY) LIQUOR LICENSE - SALT AND ACRES, LLC, DBA SALT AND ACRES Miscellaneous Correspondence Chloe White From: Sent: To: Subject: Chloe White Thursday? April 21, 2022 6:02 A Justin Caruso RE Additional items for Liquor License App Salt and Acres Good morning, Your request has been received and the hearing will be rescheduled to Monday, May 27 2022. . Best, * Please note: my email address has changed from crernpelaweidgov.com to cwhite weldgovicorn — please use the new email address * Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 O Street Greeley) CO 80631 Tel: (70) 400-4213 Email cwhite©vie/cgov.corn 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, From: Justin Caruso <justin@saltandacres,com> Sent: Wednesday, April 2O 2022 1:48 PM To: Chloe White <icwhite@weldgovicom> Subject: Re: Additional items for Liquor License App Salt and Acres 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. Hi Chloe/ I would like to move our liquor license temporarily app meeting to May 2, 2022. I understand that we are releasing the obligation to statute to be within 5 days. Thank you and please let me know if you need any additional information. i Sent from Justin Caruso iPhone On Apr 20, 2022, at 12:39 PM, Justin Caruso <ju tinc„�saltandacres.com> wrote, Sounds good let me work on some plan revisions. Thank you Sent from Justin Caruso iPhone On Apr 20, 2022, at 12:38 PM, Chloe White cc kite w&idgov.canm> wrote: Correct Please note: my email address has changed from cremn l vveldgov.corn to cwhite(weld ov.com — ,please use the new email address Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 0 Street Greeley, CO 80631 Tel. (970) 400-4213 Email: c hite etc ov. corn 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 immed iate'y notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Justin Caruso citistin saltandacres..com> Sent: Wednesday, April 20, 2022 12:35 PM To: Chloe White Cc hite@weld ov,corn> Subject: Re: Additional items for Liquor License App Salt and Acres Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you re( sender and know the content is safe. I'm assuming there is no virtual option? Sent from Justin Caruso iPhone On Apr 20, 2022, at 12:26 PM, Chloe White <cwhit.e weld ov.com> wrote: Justin, Per Code and Statute, the Board must consider your request for a temporary permit within five (5) days of your application being accepted. However, you can waive that timeline if you would like to request the temporary permit be considered on a different date. Once you have discussed the matter with Michayla, if you would like to waive the timing requirement and request your permit be considered on a different day (Board meetings are Mondays and Wednesdays at 9:00 a. m.), please do so in writing. Thank you, * Please note: my email address has changed from crempelc _ weidgov, corn to cwhite welddgo .com — please use the new email address * Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 0 Street Greeley, CO 80631 Tel: (970) 400-4213 Email.' cwhite weidgov.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. From: Chloe White Sent: Wednesday, April 20, 2022 12:23 PM To: Justin Carus© <'ustin@saltandacres,cor> Cc: Chad A, Kupper <CKupper@loons addls.com>; I ichayla Hunt 3 < ilunt@►Iyonsgaddis.coni>; Danielle Caruso c anielle@saftandacres,corn>; Lyndsey Rowzee c Lvndseslta idacres.con> Subject: RE: Additional items for Liquor License App Salt and Acres Hi Justin, This is the only hearing for consideration of your Temporary Permit, so there needs to be someone (the applicants or someone you appoint as your representative) present. The next two hearings are for the consideration of your liquor license itself and have not been scheduled yet. Best, Please note: my email address has changed from crem Del g eIdpov. con1 to cwhiteQweidgov.com- please use the new email address Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 0 Street Greeley) CO 80631 Tel. (970) 400-4213 Email: citivhitW weidgovu corn 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. From: Justin Caruso <; ustin@salta ndacres..com> Sent: Wednesday, April 20, 2022 12:15 PM To: Chloe White cc hite@weldgov.com> Cc: Chad A. Kupper <Cl upp+ar@lyo addiskcoi >; Michayla Hunt <M Hu nt@lyonsg.addis:rcorn>; Danielle Caruso <danielle saltandacres.corn>; Lyndsey Rowzee Cyndsey@saltandacres.com> Subject: Re; Additional items for Liquor License App SaPt and Acres 4 Caution: : This email originated from outside of Weld County Government Do not click links or open attachments unle: sender and know the content is safe. Hi Chloe, Just for Curiosity if we do not make this Monday's hearing when is the next one scheduled? Because unfortunately I'm scheduled to be out of town but this is important so I want to make sure we aren't losing too much time and will need to fly back, Thank you Sent from Justin Caruso 'Phone On Apr 20, 2022, at 10:50 AM, Chloe White < cwhite@weld ov.com> wrote: Justin, Both forms had the box checked on this end too, thank you. Your application for the transfer of a Vintner's Restaurant (County) Liquor License has been deemed complete as of April 20, 2022, and your request for a Temporary Permit will be heard at the next available Board meeting, which is Monday. I will prepare and send an official notice of hearing letter today, Regards, * Please note: my email address has changed from crenpel weldgov.aorn to cwhiteAweldciov.corn please use the new email address * Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 0 Street Greeley, CO 80631 Tel: (970) 400-4213 Email: e hi!egwe/dqo : cor 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. From:Justin Caruso<iustin@saltandacres,com> Sent: Wednesday, April 20, 2022 9:56 AM To: Chloe White <c hite _ weidgov.com> Cc: Chad A. Kupper <CKupper@ivons, addis.com>; Michayla Hunt <MHunt@lvonsgaddis.con>; Danielle Caruso <danielle@saltandacres1com>; Lyndsey Rowzee <Lvricisev@spltandacresrcorm> Subject: Re: Additional items for Liquor License App Salt and Acres Caution: This email originated from outside of Weld County Government. Do not click links or open attachm sender and know the content is safe. That is the weirdest thing. When I pull up my copy it shows those boxes checked. I just resaved therm. Hopefully these ones show the check marks. On Wed, Apr 20, 2022 at 7:56 AM Chloe White cwhite@weldov.corm> wrote: Good Morning Justin, Thank you for providing the Wholesaler Affidavit form. Question #10 on both your and Danielle's forms is still blank (needs "yes" or "no'} checked please). its at the top of page two (2). Best, * Please note: my email address has changed from crempel elidgov.corn to cwhiteRweldgov.com — please use the new email address * Chloe A. White Deputy Clerk to the Board Supervisor 6 Weld County Clerk to the Board's Office 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: c h/te e/d ov. coin 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. From: Justin Caruso c'ustiri@saltandacres.com> Sent: Tuesday, April 19, 2022 7;56 PM To: Chloe White <cwhite@weldov .corn> Cc: Chad A. Kupper <C upper lyonsgaddis.com>; Michayla Hunt <MHunt@lvonsgaddis.ccrn> Danielle Caruso <danielle@saltandacres.cam>; Lyndsey Rowzee <Lyndsef saltandac.res.corn> Subject: Re: Additional items for Liquor License App Salt and Acres Caution: This email originated from outside of Weld County Government. Do not click links or open attachr sender and know the content is safe. Hi Chloe, I have made the correction stated. I also included the Wholesaler affidavit. Please confirm this is correct. Thank you On Tue, Apr 19, 2022 at 5:27 PM Justin Caruso dJustin sa Itandacres.com> wrote: So just for clarification the investments are into the LLC for operations and buildout. How should that be shown? The $250k is the full investment from Danielle and I. We are married that's why I put that way. Should it just be under one person or split in half: Thank you Sent from Justin Caruso iPhone On Apr 19, 2022, at 1:54 PM, Chloe White cc hite@weidpov,com> wrote: Justin, Also, on Andreas DR8404-F form, he answered question #8 as "no", but then listed "Ole Broadway, LLC." He also listed $500,000.00 as both the investment of the LLC and of himself personally. Question #10 was left blank on both yours and Danielle's 8 QR84o4-I forms and you both listed $250,000.00 as both the investment of the LLC and of yourselves personally. I am still missing the wholesaler affidavit of compliance. Thank you, * Please note: my email address has changed from Grempel@vveldqovicorn to cwhit @eld cv.coni — please use the new email address * 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(weirigovacom Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the 9 person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Chloe White Sent: Tuesday, April 19, 2022 1:29 PM To: Justin Caruso Iciustin - saltandacre:s,com> Cc: Chad A. Kupper < C upper@lyonsgaddis.cor >; Michayla Hunt < Hunt@lvonsgaddis.cor >; Danielle Caruso < danielle@saltandacres,corm>; Lyndsey Rowzee c tvndsey@saitandacresrcom> Subject: RE: Additional items for Liquor License App Salt and Acres Good afternoon, I'm currently reviewing the documents you sent. On the application form, you indicated the lease expiration date is April 30, 2027. Can you please point me to the page on your property lease that lists the expiration date? Thank you, 10 * Please note: my email address has changed from crem pef c eldgov corn to cwhiteCtweldciov.corn a please use the new email address Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 0 Street Greeley, CO 80631 Tel: (970,) 400-4213 Email: cwhite© &&q py„ pv 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. From: Justin Caruso c justpn@saltanciaeres.com> Sent: Tuesday, April 19, 2022 122 PM To: Chloe White <cwhite@welpiggv.com> Cc: Chad A. Ku peer cCKupper djonsgaddis_com>; Michayla Hunt 04aunt@lyons adclis.con >; Danielle Caruso <danielle@sartandacres.com>; Lyndsey Rowzee Cyndsev@saltandacres1com> Subject: Re: Additional items for Liquor License App Salt and Acres Cautiow This email originated from outside of Weld County Government. Do not click links or 0] sender and know the content is safe. Hi Chloe, just following up on my previous email. Thank you Sent from Justin Caruso iPhone On Apr 15, 2022, at 8:25 AM, Justin Caruso <justin saltandacr°es .com> wrote: Hi Chloe, just wanted to touch base and see if you had a chance to review the revised documents? Please let me know if we're good or if we need some additional items. Thank you 12 Chloe White From: Sent: To: Cc: Subject: Darrow - DOR, Robert <robert.darrow@state.co.us> Wednesday, April 20, 2022 8:13 AM Chloe White McFadden - DOR, John Re: Transfer Liquor License Application - Diagram of the Premises Question 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. Hello Chloe, Thanks for the email. Jack retired and is hopefully relaxing. If you need any assistance, please contact me or Jon Allen at Jon.Allenstate.co.us for enforcement related matters. The LED would consider this an acceptable premises outline as long as the licensee is comfortable controlling an area that large for the licensing period. Oftentimes we see licensees submit modifications of premises to expand the licensed area for events so that they don't have to worry about watching the whole area for the year. Either way, let us know if you have any questions. Thank You, Robert W. Darrow He/Him/His Agent In Charge Liquor a Tobacco Enforcement Division ia , -,.... . P 303.&66.2410 I C 97D.534.0946 1707 Cole Blvd., Suite 300, Lakewood, CO 80401 robert.darrow@state.co.us I CDOR.Cotorado.gov x u u Working Remotely 1 On Wed, Apr 20, 2022 at 8:09 AM Chloe White cc hrte@weldgov.com> wrote Good Morning Robert and Jack, I am reviewing a transfer application for a Vintner's Restaurant (County) Liquor License. The original diagram of the premises is just the building itself (main floor = restaurant/bar and basement = fermenting room/storage). The proposed new diagram of the premises includes the entire property. Essentially, they would fife to keep the building as is, but want to utilize the deck and all of the surrounding land as well so people can try the wine out in the vineyard too. Theyhave included a detailed security plan, which highlights that the entire perimeter of the property (i.e. the proposed premises) is fenced (barrier) and will have periodic signage stating "no alcohol beyond this point." By licensing the entire property, they also believe this would allow them to hold what they call "special events" (not a Special Events Permit) for when they offer outdoor entertainment. Would LED consider their proposed use/diagram appropriate for the license type? Thank you, * Please note: my email address has changed from crernDelaweldnfi to cwhite reldgov. com — please use the new email address 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: c hi1e . we dpo v. corn 2 Chloe White From: Sent: To: Subject: They match, They are good to go. Bruce T. Barker, Esq. Weld County Attorney P.O. Box 758 1150 "0" Street Greeley, CO 80632 (970) 400-4390 Fax: (970) 352-0242 Bruce Barker Wednesday, April 20, 2022 8:43 AM Chloe White; Karin McDougal RE: Transfer Liquor License Application - Lease Question 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 attorney privileged and confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Chloe White czcwhite@weldgov,com> Sent: Wednesday, April 20, 2022 7;46 AM To: Bruce Barker cbba rker re Idgov.co m>; Karin McDougal ckmcdo ugal@weldgov,com> Subject: Transfer Liquor License Application - Lease Question Good Morning Bruce and Karin, I'm reviewing a transfer liquor license application for Salt and Acres, LLC, and have a question about the lease. Typically, I review the application to make sure the lease expiration date on the form matches the expiration date on the lease agreement itself. The application states the lease expires on April 30, 2027. The lease agreement states: Rent Commencement Date: The Rent Commencement Date shall be May 1, 2022. Initial Term: The initial Term of this Lease will commence on the Rent Commencement Date and expire on the date that is the last calendar day of the 60th full month following the Rent Commencement Date ("Expiration Date"). I just want to confirm that is sufficient for the BOCC s and LED's purposes? Thank you, 1 * Please note: my email address has changed from crem pei eidgov, ccorn to ovulhitecweldgov.coni — please use the new email address Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 C Street Greeley, CO 80631 Tel: (970) 400-4213 Email: cwhiteweidtiov.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. 2 Esther Gesick From: Sent: To: Cc: Subject Attachments: Hello Michayla, Esther Gesick Friday, March 11, 2022 4:41 PM rvlichayla Hunt Chad A. Kupper; Esther Gesick; Chloe White; Jessica Reid RliVaCaunt LiaLicense questions 20210431 - River Garden Winery Liquor License Maps.pdf River Garden Winery, LLC, is permitted as a Vintner's Restaurant (County) Liquor License holder and currently operates under a land use permit, 1 U R I 0- 11 _1774, issued by the Weld County Department of Planning Services. Please contact the department at (970) 400-6100 to ensure the new business plans adhere to the existing land use permit. • Our client is applying for a liquor license transfer and the current owner of the liquor license is River Garden Winery, LLC. Can you please advise if you are able to provide the current map for this liquor license at 9490 County Rd. 25, Fort Lupton? Or where we would be able to locate the current map? The attached maps were obtained from the currently Liquor License on file. • Our client does not have any wholesalers, is there a different document that can be accepted for the Wholesaler Affidavit? Vintner's Restaurant (County) Liquor Licenses allow for the manufacture and sale of vinous liquors on the licensed premises, which may be furnished for consumption on the premises, sold to independent wholesalers for distribution to licensed retailers, sold to the public in sealed containers for off -premises consumption, or sold at wholesale to licensed retailers in an amount up to fifty thousand gallons per calendar year; and for the sale of malt and spirituous liquors for on- premises consumption only if at least fifteen percent of the gross on -premises food and drink income of the business of the licensed premises is from the sale of food. The previous owners intended to have other alcoholic beverages available for purchase and consumption, other than the wine they manufactured, if this was the case, you need the previous owners' wholesalers to complete the Wholesaler Affidavit. If the previous owners only sold their wine, the Wholesaler Affidavit is not necessary, but a statement as such would be helpful. • What are the current fees for the County, State, and temporary Liquor License? Payable to Weld County: Application fee $750.00 Vintner's Restaurant license fee $75.00 Temporary Permit fee $100.00 Total = $925.00 Payable to Colorado Department of Revenue: $1,100.00 $750.00 Total = $1,650.00 Have a nice weekend, Esther E. Gesick Clerk to the Board 1150 0 Street/P1 0. Box 758' Greeley, CO 80632 1 Esther Gesick From: Sent: To: Cc: Subject: Attachments: Follow Up Flag: Due By: Flag Status: 1 -ii Chloe, Esther Gesick Wednesday, March 9, 2022 2:16 PM Chloe White Esther Gesick; Jessica Reid RE: Weld County Liquor License questions - Transfer Application re: River Garden Winery RE: Liquor License forms; 20210431 - River Garden Winery Liquor License Maps.pdf Follow up Thursday, March 10, 2022 8:00 AM Flagged I've attached the email you crafted for me to send last week (re: Transfer of River Garden Winery), as well as the maps they requested. Please take a look at the last two bullets and let me know. Thanks I Esther if Gesick Clerk to the Board 1150 O Street), P. a. Box 758/Greeley, CO 80632 tel: (970) 400-4226 tt- 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. From: Michayla Hunt <MHunt@lyonsgaddis.com> Sent: Wednesday, March 9, 2022 8:24 AM To: Esther Gesick <egesick@weldgov.co m> Cc: Chad A. Kupper <CKupper@lyonsgaddis.com> Subject: Weld County Liquor License questions 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, Good morning, Esther, I just wanted to follow up on my voicemail. Below are the questions we are needing assistance with. • Our client is applying for a liquor license transfer and the current owner of the liquor license is River Garden Winery, LLC. Can you please advise if you are able to provide the current map for this liquor license at 9490 County Rd, 25, Fort Lupton? Or where we would be able to locate the current map? 1 Esther Gesick From: Sent: To: Cc: Subject: Attachments: Good afternoon, Esther Gesick Friday, March 4, 2022 12:05 PM Michayla Hunt Chad A. Kupper; Esther Gesick; Chloe White; Jessica Reid RE: Liquor License forms Liquor License Application Fillable Checklist.pdf; DR 8404.pdf; DR 8404-l.pdf; DR 8004.pdf; IdentoGO Background Check Procedures.pdf; Privacy Act Statement.pdf; Privacy Act Rights.pdf Prior to applying for a liquor license, please contact the Weld County Department of Planning Services, which regulates land use in unincorporated Weld County. The Department of Planning Services can be reached at (970) 400-6100. You can also learn more about land use on the Department of Planning Services' website: https://www.weldgov.comildepartmentsiplanning_findezoning. Weld County is a dual licensing authority —transfer liquor license applications are first considered for approval by the Weld County commissioners, and if approval is granted, the application is then sent to the Colorado Department of Revenue, Liquor Enforcement Division, for secondary approval. The Liquor Enforcement Division's website is https://www.colorado.govipacificienforcementiliquor. To apply for the transfer of a liquor license, you want to ensure an agreement for the purchase and/or transfer of the business and liquor license is complete. You then can schedule an appointment with IdentoGO to submit to a background check (procedures attached), begin to fill out the application forms (attached), and compile all of the supporting documentation required. I have also attached a checklist to help you through the process. Some of the requirements might change depending on what license type you choose, so please let me know what the license type is and I can provide you with more specific information and updated forms if necessary. If you would like to apply for a Temporary Permit, there is an additional $100.00 fee payable to Weld County and we ask that you include a formal letter of request for said temporary permit, signed by the applicant(s), with submittal of your completed application. Attachments: 1. Liquor License Application Fillable Checklist: this is just a checklist you can use while working through the application. 2. DR 8404 — Liquor Retail License Application: this is the main liquor license application. 3. DR 8404-I — Individual History Record: all applicants and registered managers are required to complete this form. 4. DR 8004 — Wholesaler Affidavit of Compliance: all of the current wholesalers must complete this form. S. IdentoGO Background Check Procedures. 6. IdentoGO Background Check Procedures and IdentoGO Service Locations. 7. Privacy Statement and Rights for submitting to a criminal background check. Once you've had a chance to review the above information and materials, please contact me to schedule an appointment for submittal. Please note: Weld County cannot accept incomplete applications and an appointment for submittal is required to review your application materials. If you would like the file to be reviewed electronically prior to submittal or to allow for submittal by mail, please let me know. 1 Chloe White From: Sent: To: Cc: Subject: Michayla Hu n i < MHunl@I onsgaddis,com Wednesday, March 23, 2022 11:38 AM Chloe White Karin McDougal; Esther Gesick RE: [External]Transfer Liquor License Application - Salt and Acres, LLC 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. Chloe, Thank you so much for both your era ils. We have sent this information onto our client to make the necessary corrections. Best regards, LYONS YS ATTORN Michayla T. Hunt Le.. rt Assistant mhunt@lyonsaddi . com 515 Kimbark ba rk Street P.O. Box 978 Longmont, CO 80502-0978 P: 303-776-99001F: 303-776-9100 ww. I onsga ;dis. core From: Chloe White <cwhite@weldgov.com> Sent: Wednesday, March 23, 2022 10:30 AM To: Michayla Hunt <M Hu nt@lyonsgadd is.com> Cc: Karin McDougal ckmcdougal@weldgov.com>; Esther Gesick ce esick@weldgov.com> Subject: [External]Transfer Liquor License Application - Salt and Acres, LLC Good morning, I have completed the review of your client's application to transfer the Vintner's Restaurant (County) Liquor License from River Garden Winery, LLC. Your cover letter indicated that you would like to apply for concurrent review of the transfer application; however, the Colorado Liquor Enforcement Division (LED) only allows for concurrent review of new applications, Your transfer application will first be considered by Weld County for a Temporary Permit, then for the transfer of the license and, if approved, will then be sent to LED for secondary review. I have a couple of questions regarding your application packet: 1. On the application, you left item #2.a blank. What is the trade name of the establishment (i.e. what will they be calling the venue)? 2, Question ##15.a requests the expiration date of the lease and you listed 2032. The full expiration date (month/day/year), as listed on the lease, must be provided. is Question #16 was left blank. Will there be a registered manager other than the owners? If not, "NIA" needs to be listed in these fields. 4. The box at the bottom of page four was left blank: "Applicant affirms that no individual other than those disclosed herein owns 10% or more of the applicant and does not have financial interest in a prohibited liquor license pursuant to Article 3 or 5, CIRS." 5. A list of all notes and loans is required (copies also to be attached). 6. Three letters of character reference (per applicant) are required. Letters must be signed and include the contact information of the author. 7. A security plan is required for liquor storage and access. 8. The letter regarding River Garden Winery's sole wholesaler, High Country Beverage, was very helpful, but the Wholesaler Affidavit of Compliance form (attached), is still required to be completed by High Country Beverage, 9. River Garden Winery, LLC, applied for a County Dance Hall License every year in case they held events that included dancing. Would your client also like to apply for a County Dance Hall License? As the application is not quite complete yet, I am unable to schedule the Temporary Permit hearing. If you have any questions or concerns about the above information, please do not hesitate to contact me. Thank you, * Please note: my email address has changed from c:rem el Wield cv�con to c hite weldgov.corn — please use the new email address Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 0 Street Greeley, CO 80631 Tel: (970) 4004213 Email: c hfleaweictgov.com Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended o nly for the person or entity to which it is addressed and may contain information that is privileged, confidential o r otherwise protected from disclosure. If you have received this communication in error, please immediately n otify 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. 2 Chloe White From: Sent: To: Cc: Subject: Attachments: Good morning, Chloe White Wednesday, March 23, 2022 10:51 AM MHunt@lyonsgaddis.com Esther Gesick; Karin McDougal Transfer Liquor License Application - Background Check Results - Salt and Acres, LLC DR 8404-l.pdf I received the background investigation results for Justin Michael Caruso, Danielle Rowzee Caruso, and Andre Luiz Esprenger, and there was no criminal history listed on any of the Colorado or FBI reports. In review of each Individual History Record, please see the below: 1. Justin Michael Caruso: a. All fields on the form must be completed or marked with N/A (questions #1 [home phone], #3, #7, #12, and #13.e4). b. Copy of all notes and loans. 2. Danielle Rowzee Caruso: a. API fields on the form must be completed or marked with N/A (questions #1 [home phone], #3, #7, #12, and #13.e -k). b. Copy of all notes and loans. 3. Andre Luiz Esprenger: a. Mr. Esprenger filled out an old form from 20'11. Please have him complete the newest version of the form (attached). b. When he completes the new form, please note that all fields on the form must be completed or marked with N/A and copies of all notes and loans are required. If you have any questions or concerns, please do not hesitate to contact me. Thank you again, * Please note: my email address has changed from crempelaweldciov core to cwhite weldgov.corn — please use the new email address Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 0 Street Greeley, CO 80631 Tel: (970) 400-4213 Email: cwhite@weldgov.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 i Chloe White From: Sent: To: Cc Subject: Attachments: Hello Michayia, Esther Gesick Friday, March 11, 2022 4:41 PM Michayla Hunt Chad A. Kupper; Esther Gesick; Chloe White; Jessica Reid RE: Weld County Liquor License questions 20210431 - River Garden Winery Liquor License Maps,pdf River Garden Winery, LLC, is permitted as a vintner's Restaurant (County) Liquor License holder and currently operates under a land use permit, I M U RI 6- 11-1774, issued by the Weld County Department of Planning Services. Please contact the department at (970) 400-6100 to ensure the new business plans adhere to the existing land use permit. Our client is applying for a liquor license transfer and the current owner of the liquor license is River Garden Winery, LLC. Can you please advise if you are able to provide the current map for this liquor license at 9490 County Rd. 25, Fort Upton? Or where we would be able to locate the current map? The attached maps were obtained from the currently Liquor License on file. • Our client does not have any wholesalers, is there a different document that can be accepted for the Wholesaler Affidavit? Vintner's Restaurant (County) Liquor Licenses allow for the manufacture and sale of vinous liquors on the licensed premises, which may be furnished for consumption on the premises, sold to independent wholesalers for distribution to licensed retailers, sold to the public in sealed containers for off -premises consumption, or sold at wholesale to licensed retailers in an amount up to fifty thousand gallons per calendar year; and for the safe of malt and spirituous liquors for on-i premises consumption only if at least fifteen percent of the gross on -premises food and drink income of the business of the licensed premises is from the sale of food. The previous owners intended to have other alcoholic beverages available for purchase and consumption, other than the wine they manufactured. If this was the case, you need the previous owners' wholesalers to complete the Wholesaler Affidavit. If the previous owners only sold their wine, the Wholesaler Affidavit is not necessary, but a statement as such would be helpful. What are the current fees for the county, state, and temporary Liquor License? Payable toWeldCounty: Application fee $75OO0 Vintner's Restaurant license fee $75.00 Temporary Permit fee $100.00 Total = $925.00 Payable to Colorado Department of Revenue; 1,100.00 $750.00 Total = $1,850.00 Have a nice weekend, Esther E. Gesick Clerk to the Board 1150 0Street/ P. O. Box 758/ reeley, GO 80632 tel: (970) 400-4226 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. From: Michayla Hunt <M Hunt@lyonsgaddis.com> Sent: Wednesday, March 9, 2022 8:24 AM To: Esther Gesick cegesick@weidgov.com> Cc: Chad A. Kupper <CKupper@Iyonsgaddis.com> Subject: Weld County Liquor License questions 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. Good morning, Esther, I just wanted to follow up on my voicemail. Below are the questions we are needing assistance with, • Our client is applying for a liquor license transfer and the current owner of the liquor license is River Garden Winery, LLC. Can you please advise if you are able to provide the current map for this liquor license at 9490 County Rd. 25, Fort Lupton? Or where we would be able to locate the current map? • Our client does not have any wholesalers, is there a different document that can be accepted for the Wholesaler Affidavit? • What are the current fees for the County, State, and temporary Liquor License? Thank you for your time, LYONS GADDIS ATTORNEYS COUNSELORS Michayla T. Hunt Lei yl Assistant ir?b unt iyonsgaddis. corn 515 Kimbark Street P.O. Box 978 Longmont, CO 80502-0978 303-776-9900 I : 303-776-9100 w '. onsgadrits.corn 2 Chloe White From: Sent: To: Cc: Subject: Hi Lyndsey, Chloe White Wednesday, January 26, 2022 1:10 PM Lyndsey Rowzee Justin Caruso; Esther Gesick; Jessica Reid RE: license transfer I'm glad I could be of assistance and thank you a it's been a wonderful change! I should be able to respond much more quickly now, so please do let me know if you need anything further and I'll do my best to respond within a couple of days at most. Thank you, * Please note: my email address has changed from cr- mpel t erdgov.com to c rhite@weldgo ,com - please use the new email address * Chloe A. White Deputy Clerk to the Board Supervisor Weld County Clerk to the Board's Office 1150 0 Street Greeley, CO 80631 Tel: (970) 4 00- 4213 Email: cwhite@weidgovicorn 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. From: Lyndsey Rowzee <lyndsey@saIta ndacres.com> Sent: Wednesday, January 26, 2022 12:47 PM To: Chloe White ccwhite@weldgov.com> Cc: Justin Caruso <justin@salta ndacres,com>; Esther Gesick cegesick@weldgov.com> Jessica Reid <jreid@weldgov.com> Subject: Re: license transfer Caution: This email originated from outside of Weld County Government. Do not click Oinks or open attachments unless you recognize the sender and know the content is safe. Hi Chloe! Thanks so much for getting back to us - And I hope you are getting enough rest while on maternity leave! Congratulations. I saw your earlier reply, which was very helpful to me. I am responding here to ensure Justin stays included on these erails going forward, as we are working on the application process together. Justin - In a previous email, il, I asked Chloe to clarify what it meant "to ensure an agreement for the purchase and/or transfer of the business and liquor license is complete", aka, what type of documentation was required for this step. Chloe's answer was: "After speaking with Robert and Mary, it sounds like they intend to renew their license and keep operating until the transfer is complete. To answer your first question, yes —I will need a copy of the agreement; however, the type of document is at your discretion. Some applicants draft a formal agreement, use a template agreement from Google, or submit a hybrid agreement in letter format. Essentially, it needs to be a document that outlines the purchase of the business and liquor license itself (not the land), even if you are purchasing the business/license for $0.00 because it was assumed as part of the property purchase. The document needs to be signed by all applicable parties as well. Additionally, we will need a copy of the newly recorded property deed.' Justin - You will find Chloe's answers to our other questions in her last email. Chloe - Thanks again for your help, we really appreciate your availability for our questions. Justin and I will continue to work through the application process and gather all documents, and will let you know if/when we have further questions. On Wed, Jan 26, 2022 at 12:36 PM Chloe White <cwh to@weldgov.com>wrote: Hi Lyndsey, I am doing well — thank you and I hope you are too! I just replied to your previous email and will respond to your additional questions below. 1. Robert and Mary's current liquor license expires in March - does it still make sense for us to transfer their license to us first, or should we just apply for a new one all together for Salt and Acres? The processes for applying to transfer a liquor license or applying for a new license are actually nearly identical, so it's completely at your discretion which avenue you pursue, The benefit of applying to transfer, however, is that you can pay an additional $100.00 and apply for a temporary permit, which would allow you to operate while we are reviewing your application. 2 2. We have a question about item #21 on form DR 8404 - Do we have to transfer the Federal Permit for the vineyard. or is that a new application we need? I just need a copy of the permit or application and unfortunately do not know much about the Federal Government's requirements for the permit itself, I recommend you contact them to discuss whether they require you to update the contact information and/or transfer the permit into the new owner's name. 3. We also have a question about the diagram of the premises - our business plan for Sale and Acres includes allowing people to enjoy wine not only in the tasting room and on the porch, but out on the lawn and around the property. Since we are allowing people to walk with alcohol, do we need to provide a diagram of the entire property? Yes, alcohol is only permitted to be manufactured, stored, sold, and consumed in the areas designated in the diagram of your liquor licensed premises, If you plan to allow alcohol to be manufactured, stored, sold, and consumed outside of Robed and Mary's existing diagram, you will need to update and submit a new diagram. The licensed premises must be controlled by some form of a barrier. For example, if you want customers to be able to drink on the entire property or just on a portion of the property around the building itself, there would need to be some form of a barrier around the property perimeter (he. a fence, ropes, etc) The barrier would need "no alcohol beyond this point" signs as well. 4. Lastly, the checklist you sent over referenced form DR 8415. Is that a form you can provide to us, or where would we find that? Form DR 8415 is just for master file applicants and not applicable Please let me know if you have any questions. Best, * Please note: my email address has changed from crempelgwelcl oy,com to c hit .@ eldgov.com — please use the new email address 3 Chloe A White Deputy Clerkto the Board Supervisor Weld County Clerk to the Board's Office 1150 0 Street Greeley, CO 80631 Tel: (970) 400-4213 mall: C dte e/d'gov. o 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. From: Lyndsey Rowzee < lyndsey@sa Ita ndacres.co > Sent: Saturday, January 22, 2022 5:59 PM To: Chloe White < white@weldgov.com> Cc: Justin Caruso <Lust n@saltandacres.com> Subject: Re: license transfer 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. Hi Chloe! Hope you are doing well - I wanted to follow up on my previous email because Justin and I have come up with some additional questions as we are working through the application process (CC'ing Justin back to this feed), 4 Robert and Mary's current liquor license expires in March - does it still make sense for us to transfer their license to us first, or should we just apply for a new one all logelher for Salt and Acres? We have a question about item #21 on form DR 8404 - Do we have to transfer the Federal Permit for the vineyard. or is that a new application we need? We also have a question about the diagram of the premises - our business plan for Sale and Acres includes allowing people to enjoy wine not only in the tasting room and on the porch, but out on the lawn and around the property. Since we are allowing people to walk with alcohol, do we need to provide a diagram of the entire property? Lastly, the checklist you sent over referenced form DR 8415. Is that a form you can provide to us, or where would we find that? Thanks for all your help! On Tue, Jan 18, 2022 at 12:29 PM Lyndsey Rowzee c lynd'sey� sa lta ndacr+es.c:or > wrote: Hi Chloe! My name is Lyndsey Rowzee, and I am going to be managing these tasks on behalf of Justin and Danielle You are correct in saying that we want to transfer the liquor license from Robert and Mary to us, and then we will want to update the business name on the license to our business, Salt and Acres. For the first step, you state that we "want to ensure an agreement for the purchase and/or transfer of the business and liquor license is complete". Will we need to provide proof of this? And if so, what type of document would be sufficient? (forgive my ignorance - first time doing this!)The )The purchase of River Garden Winery has been completed as of last month. 5 Thanks so much for sending the checklist, that is very helpful! Once we have the River Garden license transferred to us, are you able to help me update the license to our business? Thank you i on Tue, Jan 4, 2022 at 11:32 AM Chloe White <cwhite eldgov.com> wrote: Good morning, From my conversations with Robert and Mary, it sounds like you'd like to transfer the liquor license from them to you. Weld County is a dual licensing authority — transfer liquor licenses are first considered for approval by the Weld County Commissioners, and if approval is granted, the transfer application is then sent to the Colorado Department of Revenue, Liquor Enforcement Division, for secondary approval. The Liquor Enforcement Division's website is ht.tpsl/www,coGorado.gov/pacific/enforcement/Ii ucr. To apply for the transfer of a liquor license, you want to ensure an agreement for the purchase and/or transfer of the business and liquor license is complete. You then can schedule an appointment with IdentoGO to submit to a background check (procedures attached), begin to fill out the application forms (attached), and compile all of the supporting documentation required. I have also attached a checklist to help you through the process. If you would like to apply for a Temporary Permit, which would allow you to operate while the transfer application is being reviewed, please let me know and I'd be happy to provide you with further information Please also note that the fees have recently changed (updated fee schedule attached). Attachments: 1. Liquor License Application Fillable Checklist: this is just a checklist you can use while working through the application, 2. DR 8404 — Liquor Retail License Application: this is the main liquor license application. 3. DR 8404-I — Individual History Record: all applicants and registered managers are required to complete this form. 6 4. DR 8004 Wholesaler Affidavit of Compliance: all of River Garden Winery's current wholesalers must complete this form. 5. ldentoGO Background Check Procedures. 6. Privacy Statement and Rights for submitting to a criminal background check, once you've had a chance to review the above information and materials, please contact me and I'd be happy to schedule some time for a phone call to discuss in detail. Sincere regards, * P!ease note: my email address has changed from crempeaweldc o. core to cwhite aldgov: ar - please use the new email address * 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 Emailcwhitewefdqav corn 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. 7 From: Justin Caruso <justin@saltandacres.corn> Sent: Monday, January 3, 2022 :31 AM To: Chloe White <crem pe I@weldgov.com> Cc: Lyndsey Rowzee <Ivndsev@saltanclacres.com>; Danielle Caruso <da.nielle@saitandacre .com> Subject: license transfer Caution: This email originated from outside of Weld County Government. Do not clack links or open attachments unless you recognize the sender and know the content is safe. Hi Chloe, My name is Justin Caruso. I'm one of the new owners that recently purchased River Garden Winery property, Located at 9378-9490 County road 25. Bob and Marry Stahl directed me to you in regards to getting the process started to transfer the liquor license and any other license required to operate the business. Please let me know when you have some available time to schedule a call and discuss the process and details. Thank you Justin Caruso SALT & ACRES 303.895.1521 Lyncsey Rowzee www..saltandacrres,co I Iyndseev'@sa.ltandacre.s.com 'slTTfr-1, ell iii .0 ua 4.sOM* . Lyndsey Rowzee www.saltandacres.com lyndsey@saltandacres.com r I IrI Lyndsey Rowzee www.saltandacresicom I lyndsev@saltandacres,co Lic . _Y.C[ I --...alai:. a_._ n._._ 9 Hello