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Home My WebLink About20211715.tiffRESOLUTION RE: APPROVE RENEWAL APPLICATION FOR A FERMENTED MALT BEVERAGE OFF -PREMISES (COUNTY) LIQUOR LICENSE ISSUED TO 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H AND AUTHORIZE CHAIR TO SIGN - EXPIRES JULY 14, 2022 WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, 7 -Eleven, Inc., dba 7 -Eleven Store 39510H, presented to the Board of County Commissioners of Weld County, Colorado, an application for the renewal of a Fermented Malt Beverage Off -Premises (County) Liquor License for the sale of malt liquors in sealed containers not for consumption at place where sold, subject to the rules and regulations found in Articles 3, and 4, Title 44, C.R.S., and WHEREAS, pursuant to Exhibit 5-H of the Weld County Code, said applicant has paid the sum of $107.50 to the County of Weld for the renewal of the existing license, and WHEREAS, said applicant has exhibited a State License for the sale of malt liquors in sealed containers not for consumption at place where sold, outside the corporate limits of any town or city in the County of Weld at the location described as follows: 3914 State Highway 119 Longmont, Colorado 80504 NOW, THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Weld County, Colorado, having examined said application and the other qualifications of the applicant, does hereby grant License Number 2021-13 for applicant to sell malt liquors in sealed containers not for consumption at place where sold; and the Board does hereby authorize and direct the issuance of said license by the Chair of the Board of County Commissioners, attested to by the Clerk to the Board of Weld County, Colorado, which license shall be in effect until July 14, 2022, providing that said licensee operates in strict conformity to all of the laws of the State of Colorado and the rules and regulations relating thereto, per Articles 3, and 4, Title 44, C.R.S., heretofore passed by the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for revocation of the license. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said application and license. cc: 3OCRSI (YIK/AC), CAC APPL Oq/t',/al 2021-1715 LC0052 RENEW FERMENTED MALT BEVERAGE OFF -PREMISES (COUNTY) LIQUOR LICENSE - 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 30th day of June, A.D., 2021. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ddVf4A) Weld County Clerk to the Board BY. eputy Clerk to the Board APPRO3ED AS ounty A •rney Date of signature: 0(301 a1 Steve Moreno, Chair Lori Sai 2021-1715 LC0052 THIS LICENSE EXPIRES ULY 14, 2022 `��i �Jl ��l �Jl �Jl JJl ��1 �Jl ��l JJI �Jl nr,�1 ��l �rJI ��l �rJI \fJl \f�l ��i ��l J�1 �Jl J ��l License Number 2021-13 STATE OF COLORAD( ) License Fee $107.50 COUNTY OF WELD RETA IQ u�o R BY AUTHORITY OF THE BOARD OF COUNTY COMMISSIONERS FOR A FERMENTED MALT BEVERAGE OFF -PREMISES (COUNTY) LIQUOR LICENSE TO SELL MALT LIQUORS FOR OFF -PREMISES CONSUMPTION This is to Certify, that 7 -Eleven, Inc., dba 7 -Eleven Store 39510H, of the State of Colorado, having applied for a License to fermented malt beverages at retail, and having paid to the County Treasurer the sum of One Hundred Seven pp g and 50/100 ($107.50) Dollars; therefore, the above applicant is hereby licensed to sell malt liquors in sealed containers not for consumption at the place where sold, only at retail at said location, as a Fermented Malt Beverage Off -Premises (County) at the address of 3914 State Highway 119, Longmont, Colorado 80504, in the County of Weld, State of Colorado, for a period beginning on the 15th day ofJuly,2021 and on the 14th of u 1 2 nl-s� hip ending day _) � y, 20 2, unless this License is revoked sooner as provided by law. This license is issued subject to the Laws of the State of Colorado and especially under the provisions of Articles 3 and 4 of Title 44, Colorado Revised Statues, as amended. IN 'TESTIMONY WHEREOF, the Board of County Commissioners has hereunto subscribed its name by authorized this 30th day of June, 2021. \TTEST: dattA) •6•vigto:ok. Cz Deputy Clerk to the Board 1officers Ce duly ttrNt,N) The Board of County Commissioners Uo l ,mina : BY . �, iii Chair, Board of County Commissioners ThN) terasassassauserReswarreaseasCSeraCCrK1 S At _ . ita. TO BE POSTED IN A CONSPICUOUS PLACE. NON -TRANSFERABLE. THIS LICENSE MUST BE POSTED IN PUBLIC VIEW DR 8402 (07/01/2012) STATE OF COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1707 Cole Blvd, Suite 300 Lakewood, CO 80401 7 -ELEVEN INC dba 7- ELEVEN STORE 39510H 3914 COLORADO HIGHWAY 119 Longmont CO 80504 ALCOHOL BEVERAGE LICENSE Liquor License Number 04-01356 License Expires at Midnight July 14, 2022 License Type FERMENTED MALT BEVERAGE OFF (COUNTY) Authorized Beverages FERMENTED MALT BEVERAGE This license is issued subject to the laws of the State of Colorado and especially under the provisions of Title 44, Articles 4, 3, CRS 1973, as amended. This license is nontransferable and shall be conspicuously posted in the place above described. This license is only valid through the expiration date shown above. Any questions concerning this license should be addressed to: Colorado Liquor Enforcement Division, 1707 Cole Blvd, Suite 300 Lakewood, CO 80401. In testimony whereof, I have hereunto set my hand. 8/18/2021 LC ,Vvyte -Ln,e(?a17) 02a/k Michelle Stone-Principato, Division Director Mark Ferrandino, Executive Director/CEO Len ...iJ rR N CERTIFICATE OF DELIVERY DATE September 17, 2021 FROM: Chloe A. Rempel. Deputy Clerk to the Board Supervisor SUBJECT: 7 -Eleven, Inc., dba 7 -Eleven Store 39510H I hereby certify that I have sent the below documents in accordance with the requirements of Weld County and the Colorado Department of Revenue. Liquor Enforcement Division, on this 17th day of September, 2021. One copy of the signed Weld County Resolution approving Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License One original Weld County Liquor License One copy of Colorado Liquor License U.S. Postal Service CERTIFIED MAIL° RECEIPT Domestic Mail Only For delivery information, visit our website at www.usps.com Certified Mail Fee $ Extra Services & Fees (check box, add fee as appropriate) ❑ Return Receipt (hardcopy) ❑ Return Receipt (electronic) ❑ Certified Mail Restricted Delivery El Adult Signature Required $ ❑ Adult Signature Restricted Delivery $ Postage Total Postage and Fees Postmark Here O9/17/DI Sent To tvi*n 1- Steven L.caas; n , dba 1-Ele Street and Apt. No., or PO Box No. P•Q• x---a719�S9. Ci State, ZIP+4 es.. t - e' a PS Form 3800, April 2015 PSN 7530-02-000-9047 See Reverse for Instructions I 0 n �, 0 L- Ci F (Si C -C cts 47 N -Oi CZ}' E E .a) as U C CD U O a >415 E +a1 -C O •i V o a a ■ O z ❑ ❑ Cs• E E O cn NicD C -o 0 E -C *- U) o U cti E a a) a) Q T �- VL � CO C O C L OU C < O ■ a) D ctsitri C ,., a) cos a) w u)4- -a a) a Q U_ ,:< r ODD ❑ ❑❑ To ≥ y o ., o .y. 13 o 0 5 o _U en U r) U Q) CC i-v) tie o Ca' >a' C. a) a) a) S Qom' CD ¢'.> a) >, ,= = = U iii Cr F-- cs as 0 o o -- = •• i-n�la a)>>t 0 < C o c'3 ❑ O1S 0 Leo oo ts' 60 o O , the w x cco u6) I :a- re cf. c? a (y,,J 9590 9402 4445 8248 1201 27 .13 O a O a r-1 r-1 a C) 15 a) iZ U U) a) O co Lt.) O rn 0 O N O 0 to T ("Ni 00 co a_ Weld County • Clerk to the Board's Office • 1 150 O Street. Greeley. CO 80631 • (970) 400-4213 • crempel@weldgov.com DR 8400 (07/24/19) COLORADO DEPARTMENT OF REVENUE iquor Enforcement Division ubmit to Local Licensing Authority 7- ELEVEN STORE 39510H ATTN: 7 -ELEVEN LICENSING, PO BOX 219088 Dallas TX 75221 RECEIVED J MAY 0 5 2021 WELD COUNTY COMMISSIONERS Retail Liquor or Fermented Malt Beverage License Renewal Application Please verify & update all information below Return to city or county licensing authority by due date Fees Due Renewal Fee 117.50 Storage Permit $100 X $ Sidewalk Service Area $75.00 $ Additional Optional Premise Hotel & Restaurant $100 X $ Related Facility - Campus Liquor Complex $160.00 per facility $ Amount Due/Paid $1114 Department of Make check payable to: Colorado Revenue. The State may convert your check to a one- time electronic banking transaction. Your bank account may be debited as early as the same day received by the State. If converted, your check will not be returned. If your check is rejected due to insufficient or uncollected funds, the Department may collect the payment amount directly from your banking account electronically. 'Licensee Name 7 -ELEVEN INC Doing Business As Name (DBA) 7- ELEVEN STORE 39510H Liquor License # 04-01356 License Type Fermented Malt Sales Tax License # 24111111-0488 Expiration Date 07/14/2021 Due Date 05/30/2021 Business Address 3914 COLORADO HIGHWAY 119 Longmont CO 80504 Phone Number 3037747668 Mailing Address ATTN: 7 -ELEVEN LICENSING, PO BOX 219088 Dallas TX 75221 Email Geekcal1(•iGPXl 1e0I.. rVAL CO Operating Manaaer I Date of Birth I Home Address Phone Number ea.nne. (&)oW I- 0'3-1c15 E. Earls Or. Aurora NCO VsOo%Co (-1o)o) co3O-cos 95 1.•A0 you have4Qgal possession of the premises at the eet ad ss above? Yes No ^�r� Are the premises owned or rented? Owned ented* *If rented, • ' n date of lease 1- 31- 3c 1 2. Are you renewing a storage permit, additional optiona ' s, sidev table in upper right hand corner and include all fees due. Yes Ik se ce area, or related facility? If yes, please see the . No 3a. Since the date of filing of the last application, has the applicant, including its manager, partners, officer, directors, stockholders, members (LLC), managing members (LLC), or any other person with a 10% or greater financial interest in the applicant, been found in final order of a t-- age y to be delinquent in the payment of any state or local taxes, penalties, or interest related to a business? Yes No 3b. Since the date of filing of th - = application, has the applicant, including its manager, partners, officer, directors, stockholders, members (LLC), managing members (LLC), or any other person with a 10% or greater fin interest in the applicant failed to pay any fees or surcharges imposed pursuant to section 44-3-503, C.R.S.? Yes No 4. Since the date of filing of the last application, has there been any change in financial inte t w notes, loans, owners, etc.) or organizational structure (addition or deletion of officers, directors, managing members or general partners)? If yes, explain in detail and attach a listing of all liquor businesses in which these new lenders, owners (other th - i -nsed financial institutions), officers, directors, managing members, or general partners are materially interested. Yes No 5. Since the date of filing of the last application, has the applicant or any of its agents, owner , managers, partner r ders (other than licensed financial institutions) been convicted of a crime? If yes, attach a detailed explanation. Yes No 6. Since the date of filing of the last application, has the applicant or any of its agents, owners, managers, partners or lenders (other than licensed financial institutions) been denied an alcohol beverage license, had an alcohol beverage license suspended or revoked, or had i ' - tin any entity that had an alcohol beverage license denied, suspended or revoked? If yes, attach a detailed explanation. Yes No 7. Does the applican • any of its agents, owners, managers, partners or lenders (other than licensed financial institutions) have a direct or indirect interest in any other Colorado liq nse, including loans to or from any licensee or interest in a loan to any licensee? If yes, attach a detailed explanation. Yes No 51 DR 8400 (07/24/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division Affirmation & Consent I declare under penalty of perjury in the second degree that this application and all attachments are true, correct and complete to the best of my knowledge. Type rale of pplica t/ uthoVd Age f Busirie Illyy Tit ° �1/�(�J Date Signa 0 -e..._ Report A • prove! of City or County Licensing Authority The foreg • . application has been examined and the premises, business conducted and character of the applicant are satisfactory, and we do hereby report that such license, if granted, ' I with the provisions of Title 44, Articles 4 and 3, C.R.S., and Liquor Rules. Therefore this application is approve . �►, ' r Local Licensing Authority For �` 4 " Weld County, Colorado 0 �► " Date 6/30/2021 ` ',,� signature '„! 1861 «+� ' ,. Title Steve Moreno, Chair oard of County Commissioners AttestEsther E. Gesit Clerk to the BS d.dett, k and owl -11/ 5f DR 8495 (07/23/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division Tax Check Authorization, Waiver, and Request to Release Information I, aYciA040at., am si n'ng this Tax Check Authorization, Waiver �� (the and Request to Release "Applicant/Licensee") release information and for someone other than Waiver on behalf of the and oversees the and documentation license application section 44-3-101. et seq. with certain tax licensing authorities may and payment obligations. resolution or ordinance with state or local state and local licensing whichever is later. with the renewal any other state or local and documentation to duly licensing authorities, and Applicant/Licensee legal representatives, to action regarding the Inform ion (hereinafter "Waiver") on behalf of ,�p� to pe it the Colorado Department of Revenue and any other state or local taxing authority to documentation that may otherwise be confidential, as provided below. If I am signing this Waiver myself, including on behalf of a business entity, I certify that I have the authority to execute this Applicant/Licensee. The Executive Director of the Colorado Department of Revenue is the State Licensing Authority, Colorado Liquor Enforcement Division as his or her agents, clerks, and employees. The information obtained pursuant to this Waiver may be used in connection with the Applicant/Licensee's liquor and ongoing licensure by the state and local licensing authorities. The Colorado Liquor Code, ("Liquor Code"), and the Colorado Liquor Rules, 1 CCR 203-2 ("Liquor Rules"), require compliance obligations, and set forth the investigative, disciplinary and licensure actions the state and local take for violations of the Liquor Code and Liquor Rules, including failure to meet tax reporting The Waiver is made pursuant to section 39-21-113(4), C.R.S., and any other law, regulation, concerning the confidentiality of tax information, or any document, report or return filed in connection taxes. This Waiver shall be valid until the expiration or revocation of a license, or until both the authorities take final action to approve or deny any application(s) for the renewal of the license, Applicant/Licensee agrees to execute a new waiver for each subsequent licensing period in connection of any license, if requested. By signing below, Applicant/Licensee requests that the Colorado Department of Revenue and taxing authority or agency in the possession of tax documents or information, release information the Colorado Liquor Enforcement Division, and is duly authorized employees, to act as the Applicant's/Licensee's authorized representative under section 39-21-113(4), C.R.S., solely to allow the state and local their duly authorized employees, to investigate compliance with the Liquor Code and Liquor Rules. authorizes the state and local licensing authorities, their duly authorized employees, and their use the information and documentation obtained using this Waiver in any administrative or judicial application or license. Name (Individual/Business) p_Ausp Social Security Number/Tax Identification Number `DgUk1. \—o--aq. Address l �C at do Q 1 u k� Lcip1 1 \ cit " " 1 NG State Zip _ .i _� Horn hone Nu er 1� „ I (� l/3-- L iU D Bus�inees`s/`WWorrkk/Phhoon�e Number I , SD3 t"'C lLaLS P inted am of pers si ' n behalf of th Applicant/Licensee PAS ti -D A p n icensee' Sign re natu th rizingthe disclosure of confidential tax information) �Ys Date igned LA— E 1 Privacy Act Statement Pro di your Social Security Number is voluntary and no right, benefit or privilege provided by law will be denied as a result of refusal to disclose it. § 7 of Privacy Act, 5 USCS § 552a (note). DATE January 10, 2020 TO/ Yolanda Kolle-Kolle LOCATION FROM/ Rankin Gasaway LOCATION 0182 SUBJECT Power of Attorney Dear Yolanda: in order to expedite the signing of certain licenses for 7 -Eleven stores, I have appointed you attorney -in -fact of 7 -Eleven, Inc. This appointment will remain in effect until such time as it is revoked. This appointment gives you certain authority to bind the Company. Please understand, however, that this appointment applies only to the execution of documents relating to certain licenses that the Company holds or is applying for. Notwithstanding the above -described limitations of your authority, it is possible that you might conceivably be able to bind the Company legally in connection with other matters. You should not do this, regardless of how important you think the situation might be. If you feel at some point that it is desirable for you to sign other instruments on behalf of the Company, you must receive specific authorization to do so, either from me or any Board appointed Vice President of the Company. If you have arty questions about the extent of your authority, please give me a call. Otherwise, please sign this letter in the space set forth below in order to acknowledge that you understand completely the limits of the authority that has been granted to you. Please return the signed letter to Casey Pennell at location 0182. Very truly yours, Rankin Gasaway Senior Vice President, General Counsel and Secretary I have read this letter and understand the limits of my authority to act as attorney -in -fact of 7 -Eleven, Inc. Yolanda Kolle-Kolle Date: )10 CPI 1C>I ?D2b By: t -Viztt L Lir" Mork*! Manager Tracy Petruvic 7•EIeven. Inc. I Heartland Zone I IMarkej604 I Saud? COsiQa4 CALL (303) 014.7355 TracyPelrovlc 80711.com T0101Stoves 93 76 franchise 17 0 84 66 74 Alcohol E11.mivs: 10/1/2015 —Con Haled RR Oil) far 0774414444 NumMhuaurce Leaden Stew Champagne (734) I12•$711 6 Trolling My, am Woo 1214) ee9-6r SEOGWidtriCusrewier1ent9(07eeMddslll 000)221x4/6 AgitProtscUe* cream (ell) ill -2610 NW: Jamie Maron122419994012 lm•loyaeBann.Comm: 1500)1004711 Employment V.rlfalton: (600) 3674010 (Employer Code 17111) Aesol Protection Munger: itari Suha_ryl4303) 2N•e21N Empbree Assistance Projraw (600) 424.1711 Asserkilegron Sclailat. Robert eradi (401) 0224401 Customer !Guest Service. ROM 2254)711 Money Order Help DeskOA 444-4075 Media lngWla;: Margaret ClutbrU p ) 010.5021 R Help fesfi. 7 714 Enlerpdte Hap Oesk. 4118111 7114211 FS/Farley maintenance CHO or (600) 6284711 Greg Alzmann 130828 F 0 8 HF 719.6350253 Chlslapher El M 22233A F B HF 1111.635-0219 616t6 Y1611116016( 252658 F 0 8 HF 719.634.3451 Marelnder $ ngh 25902 A F B 719435.0415 Jawind r'J• • Olivia 26292 A F G B HF 719.520.9767 Ja van'Jay' KhM 32159C F G B HF 719.262.0276 Ransil Shoo* 132315A f G B 719.256.9623 ManeNas)wa 39459A F O 719.699.5644 Bu9ans Janes Total: 8 F,inoila.: 9 Contends: 0 Hot Foods: 5 Cali (119) 311.40 Slow grown 13071 A F B HF 719490.6673 Raesn Roger Cho 150684 f 0 1196334089 SAag1Oabor 21917 J C B HF 711.670.7010 Jackte R.neom 22502 A F 8 HF 719.635.0353 Jag 6 Ruoy Orman 22705A F 0 B NF 719-382-5155 Menjknd.r 9 nph 235460 F G B HF 719478.4052 Oeve&Jo Harem 244608 F G 6 HF 719-3906007 One £10 Harper 330438 f G HF 719392.1241 AlenOU 39339A F 9 NP 7193904811 Eugene Jones Toter: • Fanehrs.: 8 Corporate: t Ha Foods: 6 Heal Calhoun 203439 F B NF 719635.0180 Kara* 'Randy'Randhawa 220594 F B 14 719435.1104 Ruse Malen 24430A F 8 HF 7194704240 Jail:Mat'Jes'Hanlon 782459 F G 8 HF 719.597.6745 Winans Minds' 28892A F 0 B Hf 7190509804 Kama Mohan 25700C F G B 104 7195201535 Ruse Malay 32545A F O B Hf 719.573.9759 Oman Musser 30450* F B HF 719471.0243 Russ Weary 39543A F 8 Hf 719.5994874 J.sbind.r *Jos' Kellar Toni: 9 Frenchls.: 9 Corporal.. 0 Hot Foods: 9 John Jackson 32023 A F 0 9 303405'3711 Save Hong 34057 A F 0 8 303.792.1633 Andrew i Hamann Harrison 34159* F G 6 HF 303.941-4529 Hannah Harrison 39211A F G HF 303.614-2359 Ardy Delsouz 39421 A F 0 B Hf 303.0057294 Don Was 39731 A F G B Nf 303.914-2053 Twin Slur Energy 11.5 39741 A F G B HF 303.508-2336 Twin Star Energy LLC 39743 A F 0 8 HF 303.348.2658 Twin Sou Energy LLC 39745 A f G 9 HF 720.344.2110 Twin Star Energy LLC (total. 9 Franwhlw • Corpora': 0 Hof Foods: 7 Juan Latarony 13058 A F 0 e If 719590.7683 Vowels °hinds. 13079 A F 0 9 HF 719.0350153 Menpma Ugh 28841 A F G 8 HF 711-8301054 than Tausee 32747 5 F G 6 HF 719838.1290 Cave Weans 35337 AFG B HF 719200-9857 MU :auks 35822A F 0 8 W 7194978323 Slw«i Moan 38714A F 0 5 HF 719.151.1711 6rian 6 Debbie Kurtz 39472A F 0 7198492043 Eugen rorws Toter: • Franchise: • Corporals: 0 Hot Foods: 7 Cell (110) 201-0.47 On0.A4nanm 07.11.cent 310 W U nlah Strom Colorado Sprigs CO 80903 1240E f•ntols Street Colorado 5919191 CO 00907 201 W Fillmore Suset Colorado Springs CO 80907 1904 W Wash Stoma Gatorade Springs CO 80901 025 N Nevada /MAW Cobrad0 Springs CO 80903 623 Gerd.n of Gods Rd. Colorado Springs CO 80907 4710 Centennial god Colorado Springs CO 00919 426 Garden of Me Gods Rd Colorado Springs CO 80907 Alcohol: 7 871 0 Slsphun.Orown 07.11.cam 5 WI1M.ld Blvd Widened CO 50911 331 5 Hancock Colorado 8prlgs CO $0503 1470 B 111m41 Colorado 1pringi CO 50900 15015 Novae. Avenue Colorado Springs CO 80606 0015 liana ft AWN* Foudakl CO 80617 1402 Han ton Colorado Springs CO 50905 510 Sens ty Sirs. Swtlty CO 50911 7725 Fountain %Use Road Fountain CO 00517 1010 Ma n Sump Security CO 90011 Alcohol: • 81: 0 Sill 4710) 450.493 kill Wham 07-i teem 2407 N Union Catered* Springs CO 80900 525 N Udon Colorado Sprigs CO 80109 996 N Circle Colorado Springs CO 90909 1425 N Academy Blvd Colorado Springs CO 10909 5005 Palmer Pak Colorado SpMgs CO 00915 503 S Noted. Avenue Colorado Springs CO 60903 4505 614011 Bluffs Pry Colorado Spina* CO 80910 3 N TMon Strew Colorado Sprkge CO 60003 1901 N Academy Bled Colorado Springs CO 00909 Alcohol: 0 87: 0 C.9 (770) 5110482 John.Jackson2 807.1 l.com 11802E Oswego Stroll Englewood CO 80112 12205 5 Parker Road Parker CO 50134 010 N W. cos Cone Rack CO 80104 9301 S Parket Road Parker CO 80134 60 Plum Creek Pkwy Cu" Rock CO 80101 7610 Gobble Lane Cmsda Rock CO 50108 3650 H aniondi Ranch Pkwy LlW.ton CO 80216 6070 BUkelana 1.1101604 CO 80125 Alcohol: • 87L o Cell 1720) 233.1336 J$IOn.Laarany 807.11.60.. 312 Mount View Lana Colorado Springs CO 00907 1011 5 21st Smell Colors** Springs CO 80904 1101 E Plata Colorado Sprigs CO 80109 6025 CandtiAlon Avenue Colorado Springs CO 10915 2825 erisrgete lira Colored* Sprigs CO 80920 3502 N Aademy Blvd Colorado Springs CO 40817 2850 Nattgdte Blvd Colorado Springs CO 40921 1325 5 Cm*** CV Colorado Sprigs CO 10917 Alcohol: 8 81: o f _ Market Manage, Total Stores 93 AI(en Ntccoll 13111 17127 5 131111 19505 20635 A 213175 233114 32960 3500114 Total: David Raab 141994 f 8 237314 F 0 HF 239354 F 0 8 IMF 24398A F 8 HF 25794A F 0 BPIF 27082A F G 8 HF 35336A P 0 0 HF 36534A F 0 a HF 33tOA F 0 Tracy PettOW4 70 Punctilio 7 -Eleven, Inc. I Heartland Zone 1 MerkeLleOl i twit, Cs�oredo 17 o u OS Corporate IT Alcohol OasoOae CNt (713) 2434611 CELL (303) IIM7»3 TfaCy.Ptttovk 417.11.440 74 Not foods New Cone* EMea0ve: 1011/2015 Ari.a.Nlccol 11.11.com C B C B HF C B CO B HF F 0 C B F B HF CO B C C B HF 9 Franchise: 7154044447 Linda Leyden 7141437441 Aston Melson 719.1164136 Chas !spinals 719.733.1165 Jackie Ma ks 719.643.7205 TlMnty Heads 7194334170 Lynn Moll 719.5420271 Tlarny Harris 711.2114331 Kristen Baca 710434431e Jetom. Wiaten 1 Comocstr. 7 Hot Food,: 1 2727 A Prig & 903 W. Northam 324 Lake Avows 235 W 71h Awn* 804 E 413 Moot 110514w $0 327 W 0th alma 3822 H E4..both Stow! 21011 Fountain Blvd. "what I Pendo CO 01401 Pueblo CO 11004 Fwblo CO 61404 Wlseabut$ CO MOM Puible CO 6100. Salida CO 61201 Pueblo CO 11001 Pueblo CO 81006 Colorado Sprblge CO 60110 rn 0 Cob (713(2014107 Oav14Aaab a7.11.cotn 1193904125 Kemal Mohan 7196344086 TigaayHrda 719597.9906 1144310 S4Or. 714.5974235 Jlswldlt J*VOrswal 719497.3336 J.men Joy KNm 719474545/ Natal* Kunar 710474.2300 Kama Mohan )104744249 Carol season 713434.3800 Scott Wolfram 3877 Astragal Blvd 32/ 6 P1.11• 3305E P Mrs Peak 3306 fow6alh Bad 1965 Jot Wing 450N Mrray 330S Academy8ld 3300445044n11141 aloud 221 1 104 Steal Colorado 001105 CO 00916 Colors* SPAS. CO 10003 Cclomas 8ptings CO 60616 Colorado Sprigs CO 10910 Coloado Springs CO e0310 Colorado Swings CO 80910 Colorado Sprigs CO Wife Colorado apvnge CO 0091$ camas apnea CO 15105 DT; 0 Twat 6 Francbbo: 9 Corporate; 0 Hot Foods: 7 Alcohol 7 Stephan Scdvar 13057 A 13083 A 22813 A 22864 e 23868 8 26874 A 26803 A 349214 F 0 8 HF Tata: 0 Frrtchfse: Shawn. Sevin 20301A F G 3 1M 254038 F B 333225 F G B HF 337104 F 0 8 HF 14058* F 0 3 Hf 350004 F 0 6 HF 36810 A F G B HF 38744 A F G B HF Total: 6 Franchise: Von(oy Starkoy 239834 F 0 I HF 255618 F 8 334014 F G B HF 340354 F G 8 HF 39033A F G 393174 F G Hf 395014 F 0 HF 3953I A F G 8 Hf Tilt I Frsnchlac Arnold Tanner 172115 C 0 0 Hf 17254 B F 0 e Hf 18581 J C 0 8 Hf 19501 C 9 HF 22021 $ C 0 8 HF 22411J C 0 0 14f 322575 f 0 e HF 347415 C HF Toni 8 Frtne7000: Call (720) 4094147 818phr1actMsr O7.11.som F F F F F F F 0 a a a 0 0 e Hf 8 Hf B B HF 8 HF 8 Hi 719470.0810 71143540446 71943.40142 719.5704317 7/9435-0303 719433.0573 719340.9372 710392.4001 SMWklderSiony5itgh Jag 6 Ruby 0*4$on SMwtadr'SwslySingln Haymow Haw Jbbldar'Jar KMkn Prahnls Nandhip Sileindar'SumySJngh Pwhpledr &r 2553 ONte Dive 1760 Shasta Drive 3004 W Colorado Ave 1425 W CaloradoAl. 1702 5 091 Skim 49100 famish Blvd 2026 Busst 2350 Hawed 6apy Colorado Sprbga CO 40910 cameo Beane* CO 80010 Wanda Springs CO 80104 Colorado 5pttn3s CO 00104 Colorado Springs CO 00905 Colorado Springs CO 10910 Colorado Swings CO 10908 Colorado Springs CO 00010 IT: 0 a Crtwrat& 0 HotFoeds: a Akre** e Cab (720)1304917 Ihovvns Sens *7.11.00m 719411-2401 7195990232 719212-0141 719591.1097 719.2644103 719495.5703 719674.1557 719459471 1 Ram ok Chuff Sludshtha Brn'Panlll Wayne 4 Sandra Mathews Kraal Sk1gh Manual Daiwa CrelSpodon A Murata 6 R Molloy Mark Rosa 283 Hwy 105 (PO Boa 1241) 3140 Randall Oriv. 8690 Parton Coder Pokd 0040 Berra Rood 2434 Banal* Pkwy, 7711 late Woodmen Road 7402 Bares Mad 8090 Meridian Road Moauaso CO 80132 Corrado Spring s CO 10920 Coloreds SprInas CO 80920 Colorado Springs CO 00922 Colo rdo Spring. CO 80920 Colorado Spakgs CO 80908 Colorado Springs CO 80922 Payton CO 80831 BY: e Corporate: 0 Hal Foods: 7 £4101101: 9 Cog (303)210.3210 Voniay.Starksy 407.11.osm 370.4664537 Gary Skew 303.2790466 Don Johnson 303.216-4163 Cheryl Miaow 303405.9062 Andy Meseta 970448.7505 Oen i Paulette Mgt 303.470-1315 Don Wigs 303.9!06590 K4G Poo.lrvn.LLC 303.7996811 Don Wins a Corporate: 0 HatFooda: 8 2018krs Rive Hey 16400 S Golden ad0ustsr 339N Washington Ave 19832E MHiltop Road 120 Blue Rivr PkWy 3520)van Comer Or Ural A 10115 Jewel Ave. 15550E Broncos Pkwy. Alcohol. d $0401110m4 CO $0496 Golden CO wet Gota5n CO 00403 Pager CO 50134 SlIvrthano CO $0495 Highlands Ranch CO 50121 LahsrAved CO 60232 Catatonia CO 80112 11. 0 Cal (070) 455.7345 An old.Tanaar 87.1 tom 5741454024 9704684941 910447-2101 970.145.2042 $70.9274527 170.0030423 970-547.47$4 170449.0710 44.0555 McMinn Gary ewhu Cods Thome Piggy Hazen Borah Platonist Moans Tattle Gary Sidtw Marls Ponarsseu Corpora*: a Hat F0001: I 51316 Holy 4 Ole mooed 741 N Summit Frisco 611 Agate Way (PO ao. 7201 Grsaby 1029 Grand Avenue Olenwood 23250 Two Rivers Raid Sault 1321 Mita Stoat Carbondale 10992 State May 9 B*ckaaridge 000 Noptaghsm Road Avon Alcohol: 7 0T. CO CO CO Co CO CO CO CO 0 01101 50443 00445 51801 01531 81623 00424 it429 7 -eleven, inc. I Heertiand Zonal Market 1805 I North Denver Market Manager Lori Weiss CELL (720) 3204103 Lorl.Wdas 67.11..em Total Stone 119 110 Freeckta. 1 Corporal. U OT 163 Alcohol 11 1O4 04solh. Hot Foods 46 Maw Calle. Effective: 10111201E Centr.Bnd Admin Suomi i Munition Cutem.r Service I HR Inquiries: 677411.4422 HA TPU) Fax: 011.711.6144 Human Re.ovrei Leader. Steve Champion* 1734) 1124711 Sr Ormitilem LJb*19 PIMP: Jervis Mann (224)904912 ' SEOGWICK (Cv.Nm.rIAcpdaaa (800) 222.400 . Employee Bansf 0 Calder (904) 5010711 Aunt Prol*eain Hahne• .011555.2620 Ernpltemoet VMYkallan:1600) 3874690 (Employer Cade 111111 Asset Promotion Man Stew Sturplll 038) 3654749 Cmpleaoe Assistance Ptooraa.�80Ci 424.1711 ASNI Pigactl0. S OMs Eaaiso (303)_324.5022 Cuslama1l ,lies, Service (400) 2540711 Maly Order Help k (500) 444.4610 Made Imer Ns. kWO•rit Shand' 0723 020.5621 MS Halo Desk. (100) 987.0711 Entapdss PINe Desk. (180) 711.6211 FM FMJIty kldalenance CHO or (300) 5784711 Joel! Ridley 25290 A 26103 H 215921 B 34509 A 3'5980 A 39070 A 139079 A Total: Cell (72015524229 Joihisa.Blnay 417.11..om F G B HF Co 1 F G 8 HP F S HfNC F 0 HF NC F G F G 7 Franchise: 970.2234191 Jams Long 8 Smtt Long 970.2264747 (MMkt Cameron 070.224-5130 Marlou 4 Mark Vandelsl 970.221.8651 Jacide SdwMdrot 0704910524 Scoff Long 070.204.1687 Richard Oneotager 071482.2279 Rld,ed Oeestaga i Corporal*: Nor Food*: 4 4643 944tr irk l Hammy 2.00 S. Collage I Hervitd 1600 8 Lemay / Frospee 1045W Prospect Rd. 1401 MOM Stagg 2024 Bighorn Road 200 N. 70 194 Rd Alcohol- 6 Ft Coins CO FL Colons CO CO CO CO CO CO Ft Coons Fl Calm Ft Coca Ft Coins Pt COam 87 Muss: 0 00523 60528 80523 80528 80521 86525 00521 Nikki Coleman 13196 A 13204 8 23416 A 23166 A 24627 A 34634 H 35076 A 371204 37171 A Fot1: Call (720) 4094776 Mskala.coIwean (17.11.cem F 8 If F G 0 HF F 0 8 If F G B If F M C 8 NC F G IF NC F G B If NC F if NC • Franchise: 81 303.322.2237 Vtvok & Gar91 Amin Si 303.3414009 Pankp) Kumar a Happy Rare IT 303-343.456 Mush* Adnoes 303.598.2265 Hale Woldogobrid 303.3774737 Mara Singh 01 303229.7931 TMun Bagel* Bt 303.377.459 Apia' 8mlth 303366.7015 Ms Elsa 303.355.01611 Toegey Wold.gsogts • Corpora$.: 1 Not Food*: a 4040 E 61k Ave / Albion 10201 Menlvl.w/ Wle,a 10502 E Codas / Havens SSW Alameda l 8arock 580 lowness 161k 1201 E. 14111 Ave. 8755 Montsl,w Bard 3200 Chambers 1190 kloneco Alcohol: I Dauer CO 80200 Avon CO 10010 Aurora CO 80010 Delve CO 60223 Denver CO 60206 Denver CO 60220 Denver CO 60220 Aaron CO 60011 Dawn CO 60230 HT Sion: 6 Robed Cuny 13114 B 22506 B 24476 H 4166A 342109 35260 A 35345 A 39510 A Tau Rachel DeFalto 131714 F 0 0 HF 970-493.3000 Fain (Jajeed 20104 A F B if NC 571403.9263 Pig 8 Theresa Majaed 26933A F 0 0 NC 970.223.7783 Fdg8.Theresa Ma)ud 32274A F G S HF 9112061704 Rubio Chappell 3436A F G NP 910401.2404 Mace Seaman* 34316A F G B 970.481.451 Or ro.l Nal 39519A F G 8 NI NC 070-223-5554 CARPCO.LLC Total: 7 Ftanohtsa: 7 Corporals: 0 Brian Dlsmuke 265504 F 0 B 29106 A F C 8 32110A F G 8 34170A F G e 35053 A F 0 8 356644 F O 8 Taal: I ftv,chhe: Cell (5131 564.1357 RoberLCurry 497.11.c.m F B HF NC F B C B HF F G B HF F G B HF NC F G B if NC F 0 a if NC F 0 8 If NC l FrancWl*.: 301651.2417 Gurprael'Oiver Swan 303.7767211 I clundThomas 303.1114130 lank Cssten.da 303 8654143 143 Pal N4poitano 303.4654930 Mateo Lusk 303433.6513 Pet Npmklane 303.772.1574 Ron *4402079 303.774.7600 CARPCO. LLC 7 Corporate: r Nor Fonda: 7 C.I1 (120) 237-2417 N0. Food,: 641 Ken Platt Mod 119 0401.4410419411 Ave 1610 Mall 51.1 17th Ave. 3240 Viltege Villa Or** 11009E 125 Frontage Road 6000 Frid.tick Way 2260 Ma+Naln Mew Ave 3914 Colorado lint. 514 119 Alcohol: I 505 8 Snlalds / MWbany 430 R.mnglan I Mr6erry 970 W Home:! th l Welds 6600 S Co6ags Ave :Tart SO Teem Ave 8150E Hwy 34 nee Wostge. Alcohol: I tOngmare Longmont Longmont Etta Firestone Froderlck Longman( tengmonl VT Shwas: CO CO CO CO CO CO CO CO 0 80501 00501 44801 60516 10604 00530 0050, 00504 Rackel.dNalee I741.com Fl Cafes CO Ft. Calm CO Fl. Cafes FI. Calm Ja malorn Johnstone, Wlndset ST Stares: CO CO CO CO CO 0 00521 50524 5053 30526 60534 60534 50526 Call (570) 2104354 Br1an.Okmuk. 07.1teem 61 303.273.1785 Hf 97 303.7714033 HF BT 30}307.1371 1rf 01 301371.6041 If NC 01 303471.9312 If NC 303.653.0441 Konya Mmes a Solomon Mali Mohartlnwd Sing EMn Chaq.0h s Elk Oh Raymond 0an3u Raymond Sandia WNW err. I 6421095 ovine a Corporal*: 1 HOF Foods: I 12080 Mistook I Tulsa 4701 Peoria I Pads 4300 P.0r1a 145ti4 Ave 4709 N Toner Road 3902 Havana 5941 1991E t04tn Ave Alcohol: a Garner CO Owner CO Delver CO Dever CO Denver CO Henderson CO Mr MUM: i 60139 60239 60239 60249 40239 15640 as n Market Manager Lou Weiss 7-Efeven, InC.I Heartland Zone I Market IRS I North Denver CELL (720) 320.3712 Lor1.Wd. a 07.11.00M TOtNI Shea 119 110 Franchise $ Corporate 26 IT 103 at 10D 48 Alcohol Oasolkt. Not Foods New Coffee Neatly*: 101112015 Amanda f3uttendaek 10830 A F G B $17 BT 303377.7000 amok F G 8 KF er 303.307-1037 23000A F 8 HF 8r 303.303.7]33 25187A F G 8 NF 97 303.310..200 25502A F G 8 HF 07 303.3314042 25002 7 C 8 NF 57 303499.1110 27211A F G B llf Bi j03410.0010 30950A F G 8 NF NC 3034434000 30383 A F HF NC 87 3033404103 ITaal: I Fianehlsa: • 8hennas Felts 13104 A F G 8 13108 8 F 0 B KF 13200 8f B 117 21038 A F B 11F 231723 F O 8 HF 23905 A F O 3 Id 27020A F G B If 213203A F G 8 KF 30706 A F 0 if IC Total: 5 Peachiest: Gina Gamboa 18730A F 8 Id 23820 B F G a If 34017 A F 0 0 If 34333A F B 34741 A F G 0 10 NC 38013/4 F 0 0 If NC 36164* P G B If NC Fold: 7 Franchise: Jumar Gordon 13041 A F 0 0 If 070-522.9270 13203A F 8 HF 070407.3128 11431 A F 0 If 970/87-3728 15955* F B HF 070442.3123 14324$ C C • HI 970141.5537 10724 A F 0 8 If 0704504053 100(8 A F 0 B HF (10.339.2416 10970 A F G 0 HF 570432x.1035 kAlrgeta Msees Aston Ginner Hale Wdo.pebn al Clem Bowman Mole• lonAa Gary Kamm Magna Ambaw Serdul a Mal Gil KW Petroleum, ILC Cerperem: 1 GO (303)1/4.1095 NotFooda: 9 CO (770) 450.0501 30342543(0 Jal1al DAWNS: 303.777.2151 Wm 0418747 3034374M Paws Cla la 87 3037598324 Slid Pend 303.722x4900 lanai Moe 303131.0270 Kain Y5qub 303503-2908 Xavier Canaan 3031293011 Beno Pale' 3036234533 Midi Hamer 1 Cwswve: 0 Hot Foods: 1 3033727357 Genet Mee5esha 303287.1035 RtOsTseheye 3032874537 Shaul 6 Mane CI 81 303.7074330 Oul Hdleedassl. 303471.1044 Sankt & Mena GS 303.7274930 M10aa Zeroes 303.313.0261 Dakotas Sandhu 7 commit.: 0 Coll (720) 130.1471 Not Food,: I T2058 71tAro Kaaba 14400 6 Case / Sale 1795 N Poodle I NIn 545 Nana 10th 1103 Yagoda r 11th 145911.118sele.Ipp1 16111E 091Ave tHelena 10351 6 Codas Ave 14531 9 Alameda Alcohol: I Amato LOe need as k .17.1tam Denver CO $0210 Aurora CO 00011 CO 80010 CO 00010 CO 00220 CO •0012 CO 00011 Co 60018 CO 80012 Amore Aware Denver Aurora Aurora Aurora AWN* •T Stores: 8 1107 Salve Fa Ones 111th Denver 607 6 Ngwda I Peak Denver 1080 00€10111114 Denver 4006E 1felsebpl 'Cameo Bh 0enva 303N Broadway l 3rd 1000E Collar 109dsn 303 N Sala Fe Or 5 3rd 1000 Federal 110Ut 403 Ito Strew Aloha: 0 3171E Case 1 S1eete 8302E 72nd Ave 1 Hwy 2 15010E 10491 Ave. 3915 Lewiston 66. UM 105 1000 Tower Road 17900E 12011 Ave 8111 Tenor Road Alcohol: 7 Denver Darner Denver COMM Denver Shannon Felts S7.11.com CO 80204 CO 50200 CO 00215 CO 40222 CO 80203 co 00215 CO 00223 CO $0201 CO 80202 •r#roras: S Ratlna.Gumbo. A7-11.com Donor CO 80205 Commerce ON CO 00022 Ccoowca Coy CO 40022 Amon CO 40011 Dower CO 80249 Kamm CO 00940 Commerce ON CO 80022 aT Stoma: I Jum.r.Gordota e7-11.c0ln Meting CO 00711 Ft Mogan CO 00701 f Morgan CO 50701 eras) CO 50722 Yuma CO 0075$ Greav CO 80531 tvwrr CO 50070 Wes CO 80750 •T Stores: 0 Jeena.Namm ltt 7-11 corn Ciffifr CO 80202 Omar CO .02022 Owlet CO 50293 Owlet CO 00202 01Weetf CO $0202 Dearer CO $0200 Denver CO 60262 Dinar CO 40302 Common. Car CO $0022 Taal: 4 FrancN,e: 7 Cell (970► 399.5449 Map Seto Maim Sad Anaaap Sail M.Np Soil Teases Schreiner Roe Nat R.. Hal Andean Sid Caporao: 1 *a Foods: I 311W Main St. MAO 703 5 Pious I SMrman 603W Pla•e l Waiit 420 Edaert F Cushy 101 Salle KIM 101E IOth St l Flat Ave 10t1 37111 St slew IS 402 W 3rd St ICUs Alcohol: 0 Jeans Hammitt 22354 A F B HF NC 33030A F 8 If HC 34357 A F 8 HF SIC 34442 A F 8 SIC 34520 A F HF NC 34570 A F B HF NC 35503 A F B NF NC 36019 A F 0 HF NC 30715 A F G 8 eF NC Tote: 9 Fran.hls.: Eugene McKenna 16712$ C0 a KF 11142A F 0 0 HF 21114 H C C a 35704A F G B NF IC 390753 F G Id 39042 8 F G 0 If 39455 A F G B If NC Totsk 7 Fnecham Todd Painter 13160A F 0 If 13341 A F 0 HF 18576A. F 0 a If 24858 A f C 9 if NC 26119 A F G 9 IF 35715A 7 0 6 If KC 36017 A 7 G B If NC 39216 0 F O B If Tel1I: I Fr,rarNae: I 303.825.1345 303.8031542 303-297-7720 303495.3100 3034904300 303.2954756 303.634.5087 303-297.1000 300.227.4991 0.11920) 4314211 Gents Gtrmu Amish ADM. 5010 Paw Kevin Noakes 9.rne.r Irrr. r £U.bsIt Den a Moe Etas RaymondBandnu 5ejd Patel R401 TINNY* 113$ Mapdal l 141h 820 156151., Sate 100 621 1741 St, Sal. 100 7120 Chagas SNmol 1$001.awrance SUM 1775woe $aat 1550 Coot Plain 1500 Walton Shoal 5797 Ouebee Shaul Corrporet.: 0 Not Fooda: a Alcohol: 0 ars/oree: 0 1704834135 Aurora Schwan 0704612603 Kids 5.elw I Dan Owens 1704074033 Dab Fronk 1704(34017 Kam 1. than Ovwro 970.557.2333 AlNey Henbon 970467.1735 Ne n Gobble 970535.1(05 Bgeys Thape 6 Caporaro: 2 303454.0290 303-45240003 30345249002 303.2474021 303.214.7432 30345040376 303455.8138 303257.2272 Mad Shahid Chanties! Paul Sands Mall sawn 84181 I IMape1 0apa. Par4.j Kumar I Happy Rani Waynm Hubert Mwtprest Sttgh Gary Slew 0.111979) 371.9623 Not Food.: I CM17240 451.1520 EuINN Mekenna A7.11.ean 1241 E. Eisenhower l Madison Loveland CO 05537 2081 W ElewMowsr F Estrsta All Loveland CO 40531 101E 37th IL / I1wy. 2$? Lwdwad CO 10138 427714 Toll Avenue 1.0818810 CO 5053$ 11008road Skeet 1500E Elawtnower 4301 SUN Highway 60 Al ahal: 0 wiz Owes 5L 11091 Ave 11421 Waki0lon 3901E 11241 1066 E WhAw 25005 IONS 3070 East B,os6ay large 4900E Bold/. 551554 8820 N Colorado Nrd Mara CO low4nd CO Longmont CO DT Shoes: 0 ReWILPalnar 17.11 00th angtdo l CO 40001 Noi helenn CO Mandan CO Manson CO Thommn CO BAp9en CO Brglwe CO THwolon CO ersla.s- 0 40543 40537 10504 10233 10233 10220 40229 101111 40461 00229 Corporator 0 Not Foods: a Alcohol: I 7 -Eleven, Inc. I Heartland Zone Msrket150IL 1 fleniebeaver Market Meneger Levi Wiles CELL (721) 3203712 Lod .Wales *7.11.eom Total Stoma 119 Mike Pfeffer 13203A F a 0 if 97 300.309.069 Tamara Abram 10409A F G B if OT 303.739.0900 MdummadAl.Nalsr 24732 A F a B 01 4077.0062 Telmk. ZadYpta 25061AF F O B HF 303.292.6024 WAWA Elsa 27442 A F 0 B If 303.2074154 146156 Mdtrw09t 350401 F HF NC 793.318.71/0 Scram Fare 33021A F 0 8 if NC 307.207-0640 Ruth Te h.p 37016A F a 0 If NC 01 303.707.1121 24061701m Tote 0 Fnnehls.: Troy Schemed 131!5 A 256N A 34024 H 35717A 39074 A 30073 e 39077 A 30001 Tore: Jeanne Wolf 13107* F G B 303421.7301 Hews Mama 22537 A F 0 HF 303.032.1711 Moroni* Mrbaw 23293AF F G B HF NC 30340302510 IIll. WddsmkJnd 23907 B F 0 B HF 303.2952272 Moot Moir 27067 B F 0 B Hi 51 303.3220623 Davinder "mow 34342 A F NC 303400-0208 Helen Mama 34374 A F B HF NC 303.366.1926 Hsese Dee 35312* F 0 HF NC 303461..029 Bs{d Pa.sI 35617 A F HF NC 303.201.0/21 1nr40 8 Genii M*t Totat: 1 Franchise. I Carona: WI Foods. 1 110 Fnnchlas I Csrpont* F B if F O B if CO I If NC F G B HF NC F F G B F F C B HF I &snobhe: 0 Corporals: 0 170932.3150 EftM0urama 970.9612770 Tony Cant! 170312.3111 Jessica Anderson 970-461-7051 JadLe 8dtan.chw 970.351-2611 Rebore *mew 9703061959 RUUHal 970471-2003 Richard Ooodador 970.6663150 Away Harrison 7 Corporals: I 21 103 61 IIT Alcohol Chuang Cd1(720) 834.100 Hof Foods. 7 Coll j72o) 431.431 Ho; Food,: 1 C•1111:30) 6304113 100 46 Hot Foods Now CORN 7075E COW 18yraons 16060E Calla! Undo 1$60 Colorado Blvd 4700 Waa dnalco 1070E 475Ave leilgmon 55 t Earl Coin 0986 0aMa S`as1 4922 Horht V1f00W Alcohol: 7 030165 SI 1901 Ave 2640 1011. 5l1261h Ave 2103 West /11th Shat 0400 Crossroads Blvd 1000 3511 Ave 4605W 201181'661 140195 60th 521 Man Sew AMFohol: 1 1145E 1711 Ave 104.5 1690 Pearl 61411117th 0000 DOWN S left 3200E 430064 1316416 7900E 35th Ara 1 Colorado OHO Oennr 1975E Casa Aw Mont 3341 09. Cairo Ave 310Ead171Ara .UM1 3400 Yak etgel Alcohol: 1 enudw: 101/12016 Melted Philter 8141 own Dower CO 60220 Atxwa CO 60011 Oanver CO 00220 Omer CO 60217 Omar CO 00216 Dsnvr CO 60203 Commerce Oily CO 00022 Mew CO 80270 DT Siena: 4 Troy.Scbwtgt e7.11.tom Cwawy CO Owwy CO Om* CO Co CO Co CO CO 0 80031 00034 01031 10531 00834 00031 10631 00630 Jesnll5.WOH 111741.5646 asnver CO 10210 Oasver CO !0251 080,09 CO 69810 Mower CO 60216 CO 60205 CO 60200 Own( CO 60206 Denver CO 00203 Center CO 10203 STSlorau: r Market Manager Arlai Carballo Total Stores 121 117 Fnnchi.. r T.Eieven. Inc. j Hes Nand Zonal iladte1 IVO l wog Qenve• CELL (172) 037440 Au1M.Cerbefl0 �7-11.eom 0 17 78 110 a Aleohunt Endive: 1011120/5 C.rnMaid AdmM Support l *Seaton. Customer S1 Wk• r HR lnquk1a: 87741144n Fps (T�tf) Fit. 177.1114341 Human Resource Leader. Steve ChanpstM• (►34)112.171 f Sr. Opera& Trine M0r HRBP: Jona Mann 1221) 960.2112 SEDGWICK Mini 11116miloyss ACriderds 1900) 2224461 Empinyes Bonn' Cents. (800)0014711 Asset P9enelEjfoane (NO)1N-2120 En leaven nonagon: ($00) 3474190(Employr Coda 17111) Anal Protection Mamaelt:saw Sege 1530) 3003700 Omotsya• Antony Pro9nrn. (906) 424.1711 *net Prot•dlog- Spaiatbl CMllrktson 1303) 324.5022 Cuslaner 1 Oust Serve• (0001255-0711 Money Orde 11_•10 inati. MOM 4444570 Media Mahn Manieref Ch10ris 0112)121.5531 till Help Desk. 189W07 (U platen Help Omsk. (0883_ 11.5211 FM Fen01y Makeenancne CHO or R0001121.071 t arts 13167A F B HF 13157A F B HF 10658A F a 16514 A P B HF 23205A F 0 B HF 258230 F 0 B HF 27236 A F G 0 HF 133052* F G 0 HF 37141A F C 0 if NC Foul • Franchise: Rocky Detalco 13213A F B HFNC 10136 A F B 24111* F C 0 HF 27022A F G 8 HF 27043A F O 8 HF NC 3551N A F G 8 HF NC 3500011 C 0 If NC 31597* F e HF NC 39002A F G 0 Tout s Frenchlar HF C4011870)3014741 303.420.0827 Davkder amen 303421.4333 pew were s nom 0w5. 303.427.7474 Menre* Singh 303.429.7715 JetkderkiChahst 301-130.1118 Sneak Segh 3004204935 Yount Konen 300.4211.034 Tony Ellarounl 303.561.4974 le nn Chong 300.433.3656 Raymond Sandy Corporate: 0 Hot Foods: P 303.971.9013 Went Walla 303-431.0943 woo Web 303-7334/29 into W010emkheM 303.218.1107 Manpemt 0D 303.2323939 Wayne Huhag 303.7814386 Lary Haled 303.1234301 Ramona Monism 303-433-3203 Solomon Fannon 303459.2319 Hemet Mall)oub • Corponu: Cedi (303) 2534607 Ho foods: 7 7270 Broadway 7540 Pecos 8601 Huron 0002 Chile Delve 7211 Pans 7201 bowel 8378 N Sheridan 1606 W 4701 Avenue 1055 N Poem SUM Alcohol: I 567E Louisiana 9490 Wad Road 1565 S. B1Oa*ey 550 E 54th Avenue 829 5knns, Unit 0 3495 S. Paderal Bird 1716 Ward Road 5090 Fe lerst Blvd 3100 Won 36th Avenue Alcohol 1 Brad Barnett 117-11.eom Oatver CO 80921 Dower CO Thornton CO CO Denier CO Westminster CO Weslmiaeler CO Denver CO Demo CO 67,• 0 Nvads 00321 80260 60003 10221 10030 8003O 00211 50221 Aocky.OetMCO i117.11.com Drawer CO 50210 Arvsds CO 10004 Dewar CO 00210 Denver CO 80229 Lakewood CO 10401 6ng1 w od CO 10110 Arvada CO 10002 Dower CO 10221 Dower CO 00211 ST: d Tony Donico 18397A F 8 HI 19016.1 23154A 257408 27213A 34703A 35511A 35689A 30214 A TOOL C B If F B F G 8 HF F G HF F B 14FNC F G 0 HFNC F 0 HF NC F G B 1 Franahlse. LeN9y (ding 17596A F 0 14 21494* F 0 B 14 267108 F B if 26674 A F 8 HF 34441 A F 6 If NC 34675A F B HF NC 35504* F G a HF NC 39729A F 0 0 HF NC 39732A F G 0 HF NC TToal, P Franchise: Cell1720) 3544038 303-7504743 Ann Kalatay 303411.301 Pawl Wallace 3034901050 Mobented AMte)ar 303493444$ Moil Mlcr 303.1901010 Meted a MaryAnn Green $33.761.3032 Michael Wbcas 3033000301 Mk4a Aram 303.777.0616 Frsw•ybd 8srski 303741.1704 Tony Lein a Corporate: I Hof Foods: 7 Coll (720) 2014113 303.341.0340 Jsnua Hantsel 3034115.7009 Ruben hedwyny 303-071.50040 Thin Bogsle 303445.5832 ten 6 Gate Men 303471.2508 $ihlpreet Singh 303-3374253 Wrenn Sebn t 303.2201404 KEG P,W eeum, LLC 303.7509992 Twin Sur/Energy. LLC 303.3000624 Trey Siry Energy, LLC 1 Corpwafe: 0 MS Foods: 9 100106. Geed 4056 S. Federal 13790E Cheney 18863E Harpan 11601E Snaky HSI 2100 Sotto Hon 400 East Hsrtpd•n AIMS 1450$ Simla Fe Or. Slit . A 6602 $ Yemen n SUM Alcohol: I 107220 Named. 1005 $ Peons 2220$ Pena 13110E Matintle d 13697E MN Avenue, UM 1 1910 5 Hlvanwjaaa 4351 5 Yemen Pkwy 2299 $ Kovacs Street 136005 Alerting Alcohol: 8 Chades.0anlea 87.11.coea MOWN CO 10231 Sheridan CO 68110 Aatron CO 00013 Aurora CO 80013 Aurora CO 1001$ Denver CO 80222 Denver CO 002220 Denver CO 50223 Gnomon CO 80112 IF: 9 Aurora Aurora Aurora Aurora Aurora Aurora Dawn Aurora Aurora IT: Lesley.Mlnp A7.11.con CO 00012 CO CO CO CO CO CO CO CO a 80014 80014 80012 00014 00014 00237 80012 10012 7•Eleven, Inc. I Heartland Zone Market 1St) 1 Want Denver Market Matlfger RF191 C1F06110 CELL (072)132.0460 Aslel.Carballo 07.11.com Total Slam 121 Moo Khaskl 21493 A F 0 5 HF 21562A F 0 8 HF 29024* F 0 0 HF 33038C F 0 5 HF 33044A F 0 6 HF 34131* F 0 I 34151* F 0 5 HF 34504 A F 0 I HF NC 34725* F a NC Tonal: V Frsnchlss: Paul Klett 38022 )4 C I NF tic 30526 A F 0 8 HF NC 39533A F HF NC 30591 AF 0 I If NC 39022* F 0 0 HF NC 39602* F B HF NC Total. I Franchise John Kneotl9 17134* F 0 HF 22083 A F 0 B if 23803 A F 0 B ff 26052A F 0 9 NF 28137 A F 0 B If 23667 A F O B HF 29161 A F 0 B HF 355309 F B HF NC 35274 6 F 0 8 HF Total: 0 FentlHae; Mateo Lovosque 13128 A F B 1606$ A F 8 HF 184494 F I HF 23664 A F 6 11F NC 274208 F G 0 HF 34505A F S HF NC 34613A F I HF NC 35604 A F 8 HF NC 35919A F 6 HF NC Total: 9 Frinchfse: Lance Lindholm 15154* F G I Hf 161478 F G B HF 16593A F G 9 11F 21699A F I HF 26025A F 0 8 HF 294204 F G 8 HF NC 343300 F 8 35061A P 0 HF NC 39183A F G B HF Torok f FnnChlas: David Lopes 15403A F 0 HF 3034266/27 Andrew Rapp 17299A F 0 If NC 300 232.3647 Correa Rupp 24165A F G I HF NC 303.4270052 swap MA 34012* F G 0 1rF 303.4290012 Amur* Rupp 39730* F G 9 HF NC 303.933.3602 Twin Star Energy L1.6 3973B A F 0 6 HF NC 3036260530 Twin Stet Energy, LLC 39742 A F G 0 If NC 303.4803470 Twin Star Energy 1.1.6 36752* F 0 8 11$ NC 303820-0709 Twin $1s* Energy LLC 39753A F 0 8 HF NC 720498-0281 Twin Star Enact LLC total: 0 Franchise: 9 Corporate: 0 Hoe Foods Franchise 4 0 117 76 Corporate IT Alcohol Gasoline Cell 420) 495.2501 303.7514920 Maori Toshio:en 303471.0142 Mesta Afewon, 303.7554975 emus Waleson 303.750.1149 KUdlp Singh 3034730416 Bobby Khostdel 720.070-0571 flared, Ss11 303417.3087 James Dion 303600.2221 Tan Clamed 720741-4851 Saba Mene11 f Corporate: 0 303-120.8457 Re) 519de1 720570.1194 CARPCO. LLC 7204542790 CARPCO. U.C 303.221.1622 CARPCO. 11.6 303-758.0058 CARPCO. LAC 303.762.4440 Nolo 8ateava J Corporate: Hot Foods: 7 Cell (720)4314482 Hof foods: a 110 50 Het Foods Nov Catlike II.caw: 107112015 MehonedJlwaiJ 47.11.cem 15553E kb luaippuCltarttberAwoe CO $0017 1651 S Bueklsy AWNS CO 80017 $80 S Buckley Aunt* CO 00017 16451 E Alameda Ave Alms CO 00017 14250 E $16 Avenue Aurora CO 80014 19390E Quincy Aurora CO 50816 21405E Quincy Are Aurora CO 50013 7451 9 Owa1 Rosd *more CO 00016 2296 $ Chemins W. Ste 0 Adorers CO 80014 Alcohol; 0 81T; 0 5530 S.Yo4amIN SL 16310E Ounce 4600 5 Yowemla Si. UNt 0 9365E Dry Creek Road 15206E Hampden Ars. 3060 $. Havana Street Alcohol: I Fad Kiati a7.11.com onenwee6vnasao CO Aron) CO Onwtrood Wadi CO Ceaennisl CO Aurora CO Aurora CO IT: a 80111 50015 80111 80112 50014 50014 303-8894631 303.237.0643 303.936.4310 303.936.1412 303232.1229 303.937.0661 303.733.5238 303634.1031 303432.1040 Chtbea Where Nebo Ness Gary Shcw Ruben $sehsyav Tarlq Talk 4 Jean An(urn Pantie) Miner I Happy Rani Gary Shcru Jstlndsrbl C1001 Xavier Common S Capons*: 303.969.1956 Habib Rated 30341194443 Rena Pamir 303.987.2003 Rana Parrw 303.935.9339 Dad Beta 303.9345391 Oavld Bette 303.934.9811 Daniel Amrdro 303955-7160 Daniel Ara** 303-701.3249 Pnleil,Poal 303-922-2400 Pedam bbavoltenu Ca (720) 3214240 0 Hot Foods: 9 Cell (726) 4314391 9200 W Aimed. 11599 W Celia 105 Keen Court 890 6 Federal 55 Shaking' 1499 5 Fsdenl 2299 W Alameda 450 Woo 51rd 495 Shsrwee BitS Johr Knestle 87.11 COM Letaeood CO 50225 Lakewood Never Dams Domes Caws 040.44 Alcohol: 9101 W Jewel 2541 9 Elias 8 Wedswaul 23992790 S Federal 1850 S Sherdan 1107 S Shedder 2201 S Sheridan 3391 W Hampden Ave 3950 West Evens CO CO CO CO CO CO Co Co 0 60215 00219 00219 50226 50219 00223 40202 20226 Marco Levesque 87.11 cam Lakewood CO Lekew od CO Dower CO Dower CO Darner CO Letdwood CO New CO En9awood CO NOW CO 87: 0 Lures Undhoha)7.11 cam Oenw CO 10204 Deriver Denver Genres Gana Denis NAM Denver Lakewood IT. David Lope 81.tl.eoai Federal Heights CO 80260 Lakewood CO 10216 WS$btutWr CO 80221 Waaunwr CO 90030 Lllew0ed CO 00232 LMaystts CO 80026 Broadleaf CO 80020 Warm aster CO 80234 Arvada CO 80004 61: d 80232 10227 50227 80219 80233 90232 80322 80110 $0219 Corporate. 0 Nor Foods: J Alcohol- 9 Cell (303) 501.7123 303595.6114 SBas0ebroWsloa 303.455.8144 Taiq Ter1q 4 Jest As)um 303.433.1156 Solomon 001091yw 303.433.3293 PrtblQl Singh 303312 0243 Remold Sands* 303.4774708 Gary 4 Mandy S dhu 303.455-0357 Stu Samuel 303.573.3551 OharmtndirSig% 3032314140 Tony Lalali 9 Corporate: 0 Hal Foe*: J CNI O20) 4744974 4770 W Colfax Avenue 2509 Federal Ohl 2500 W 38111 Avenue 5195 W 8pon Shoe! 1490 Perry Sleet 1301 W 30N Avenue 3410 Federal OW 3445 W Corp Ave 5200 W Cotes Ave Alcohol: 9 1005 92nd 8390 W 141h Avenue 0201 Federal 5241 72nd Ave 1110 $ Rim 1255W Bosom, Road 4175 W 1201h 2271 W 1289 7190 %nits 9 Alcohol, f CO 10211 CO 00211 CO 10212 CO $0204 CO 50211 CO 00211 CO *0200 CO 60214 0 7.eleven, inc. I Heartland Zone I Market 1110 1 W.it_Des ver Market Manager Ariel CarbNlo Told Stores 121 Tad McKay 131404 F a 16004A F 8 B 1341118 F G a 15497 A F 0 23727A F G 35619A F 0 0 36492A F 0 6 AMP 7 Franchise. 'Brandon Meadows 13184 A 25325 A 70314 A 32073 A 32309 a 34036 A 35069 A 35336 A 36357 A Total: 0 Franchise: Wondell RIf1o1 131968 F G 6 HF 13306A F B HF 20142 A F B HF 22533C F G B tf 2407BA F B 27033 A F 0 8 HF NC 295004 F G 0 HF 34415 A F G B HF NC 39034A F G HF Total: 3 FrenCM5s: Amado 21242A F G 0 HF 30}790-0230 MAW So sinranpout 2435901 F G 9 HF 3034334123 Halo OAsetssdass 33040 A F G B If 303.7704559 Mims s Alt.B0 33042AF F G B HF 7206740901 Andy DolsOuz 350954 F 6 HF NC 303777.5316 UMrderSoot 36769A F 0 a HF NC 303.7534675 Mich Kerber 3701011 C e HF NC 303432.1343 Anthony CNN 39131 A F G 0 HF NC 303.9791714 Twin Sir Energy. LLC 311733A F 0 6 14F NC 30316491102 Twin SW EMT. y. Ll0 Thal: 9 Franchise: s Carporel.: I If if HF 11F NC HP Hf NC HF NC it? i 0 Fvon.hbt Corporate Or CELL 4973) 8334451 Arielte Iello.74140m 117 75 110 SO mow assails. Hot Foods NovoCalzn Cell D20)3404110 BNKWe: 1011/2016 Tscl Mekwy 07.11.Con 3034206031 300-7504004 3014224691 3014206437 303.394.2016 3034554671 303.421.0522 7 Corporate: 0 Meal TON Mau Mss James Sandoval Wy 1Mnaupha Whammed Yutul Carol Br atn M.kale Abraham 5405 Marshall Street 1120 a Pats, 7355 Ralsta s Road 5010 Nip Ina 7505 Maw° 4406 N Sheridan Blvd 59115 W 311h Avenue Arvada CO 00002 Demo CO $0231 Asada CO 00002 Whest Ridge CO 50033 Denver CO 80224 Denier CO 10312 Wheel Ridge CO 00212 Oh O Hos Foods' 7 cat 130317174241 4M0105. 7 errrdon.Meadow. X7.11 coat F 0 1f F 0 9 If F 0 8 F G B F G B If F G B HF F B of NC F G B ►f NC F 0 8 HF NC 303443.2206 303452.9271 30}252.7305 3034654230 303436-2204 203469.3136 303442.0114 303435411177 303-404.9101 3 Sono Jana Jul Swage Sudul 6 Adore Om Lila Omaha Nano Rondos Gay Slaw Brock Rhymer Guy Slew Newest tikes cerpaiw. 0 Hat Foods- 7 Cell (4501414.4105 2405 Valmorr 12057 Pecos Smoot 10410 Melody Crime 1448 N 95th Buret 10128N Wid06ei h Pkwy 6900 MOM ROOM Blvd 1091 131h spat 12102 Lowell Blvd 5190 W 1131h Avaeus Alcohol: 0 Boulder Waels:dna& rarurglsm Leloye*a Wg3ldnster Wsalnrrnter Barer Bmnn field Westnrmter ST: CO CO CO CO CO CO CO CO CO a 60304 60334 10234 80026 80021 60021 00202 00020 00031 Wand01.RIH S 01741.00m 301711.7074 MIprasl Wahl 303-752-0766 Rote Sae nenpour 303-703,2733 Ma an Sonanish 3037614040 Mild Sohabnanpeu 303-979.0550 Steve I Masi Sim3arg 301794.5527 RONA 6 rah 303-7614531 Robert Mosque: 303-790.1355 Raymond Singly 301161.4063 Don t Paul as Was 9 Comorah r 0 HosF000ds; 1 1277E Hampden 3900 5 Broodwsy 1499 W L*Wlon Blmd 4101 S Breedwsy Englewood 6250 Wit Coal MIM, UM A Littleton 5095 8 Broadway LI11o10n 3131 S Breedway Errgirvood 3099 W Mineral Avenue (Milan 4901 S Slog FO Or Ersponvod Alcohol. 1 Enakw000 CO 50110 Engiswocd CO 00110 Metes CO 60120 CO 10110 CO 60123 CO 00120 CO 10110 CO 09120 CO 10110 87: 0 Cell (720)4504133 lief Foods: 9 0515 S Nylon 3410 S Wdvara6y 3380 S Colorado SW 0750 S TOWN' Met 11100E Evans Ave 1510 S Hob &Net 2313 5 trees Ave. 9100 W NM Caryl 9010 Pak Meadows Or Alcohol: p Aresdo.TreJo 44J7.11.Com Orsawocd Wheat CO 60111 OSnver CO 10210 H gh ands Rendr CO 30126 Lose Tres CO 00124 Dower CO 10210 Denver CO 10222 &Inver CO 10210 LO9oton CO 00126 ualagn CO 10124 87. 0 74.I•venjfiC.rHaardand Zone _ Ma1ksl 1461 � k 4aul�„* K� MAN Manager Paul Coffman CELL (411) 385.2301 Pa il.Colinlan 117.11.com Total Bt0ros 76 60 Fondant 17 0 48 Co rate NNeacank Alcohol 82 Gssallna 30 11 No Fonda EMenlve: 10/112015 Ioannina Adsln Bupp:A J AeceLAka1 Cashman Service I NO lama's: 077.711.4412 HR )TPtV) Fait 677.711.6314 Huse Rssoums Lesdr: Stave Chs,.pIgns (7711112.0711 Sf OPMMhons noising Mr Carla Rs dal (214) 540.0169 . HOOP. Janda Mane (224) 999.7612 SEOG If& (Catania 1 Employseiodderts (604y 212.4450 !radars, Benda Canty 1100)0019711 Asst 6M1o0OOIan HISM. 5000) 0154126 Ennployn enl Varhhcalion. (B00) 3574090 littnolOyor Code 17111) Asset Macon Manager: Bow ttlurgMl 11201 36(4166 Ei5byp Aasbtance Protirh (100)424.1711 Moray Ot051 Help!Oak. (500,4444010 Cu1lCMr f Gast Simko (000) 2554711 Rib ►MIP Del 16001917.0111 Mods NsukilL Margaret Chabd. (172) 0204021 06.25(74.. Nolo Oak MU) 711-5211 PM Fad* Madder ace CHO or (000) 929.0711 Gar! Bowman 13268C P G Owl HF 172608 F OVA 166490 F Owl. 2011$). C 0 BWL 21057A F G OWL 221131F F G 8341. 290660 F G Bat 35714 H C 0 O BF NC 3078611 C CC B if NC 2076711 C CC 0 HF NC 3417514 C 8 KF HC Tole: Jl Franchlse- Jolfn Kincaid 195010 F OWL 229061. C G OWL 262110 F G OWL 267960 P a em I* 274065 P 0 OWL Hr 27691A F 0 1m mass F BWL HF Total 7 FnneMas Igor Kon1lcils 191575 P BM. 19801D P OWL 3144644144 NerdHahle: 200301. C BW 314415.1137 8afen&Chambertln 201110 F B HF 314-191.5034 Noel Haider 202790 F OWL 016.1764151 Mined Rod 20587E F BR). HF 314.7114905 Nord Haider 21762K C 0 OWL 314.733.0691 Chris Wand 27092E F G OVA 3/4461.5437 ADMAN 29016D F G OWL HF 214453.6130 Tan Jaivnon 30205C F 0 9 3144015753 Tom Menton Mal: 10 Franchlse: I Corniest*: 2 Todd Osgood 132420 F 0 9 HF 13245 C 0 0 HF 10106E F G OWL 107110 F COWL 2126 J C 0 OWL 21590E F 0 (WHf 290638 F 0 0 35783A F CC 0 HF NC 35717 A FCG 8 IN NC 31101 H C CG 8 HF NC Tore: 10 Falaehlss: KC DMA 010-719.7520 HarpraslRho 116401.2150 Tod Bolls 0167661208 4290105 P1)11 116.111.1300 Shun Roy 616.767.7200 Jaya Jane* 116.763.1150 Pemay Sandhu 016.3611211 Erie Akan 513.7144221 Chend Ryan 513.6111642 Kiln Weisner 513432.661 Douglas Oahu 9134717034 Tress* Morgan 4 CoMwsra: ST). DMA 31442123/0 31/4/1151 31/4714654 314.549.3474 314414.07' 311.4274234 3144314070 4 5Th DMA Celt (513) 3964210 Gsry.Bovenau► M7.11.ean ! Not Foods 1 Abraham EON n Tema Coltman COv. 8 Aai9a Now John Gaaagnsr Randy Minton Reddy Chapatis John Gasper CsN (314) M64496 11107 Orsndrlew Road 319 ia1134 300.1 6500 Main Saran 1100 lad Bannister Road 3150 Mom Road 10615 Okla R101s Blvd 6401 Wonall Rood 11180 Snag Loa Road 11350 W 131 Sliest 1101 Johnson 3014 Rainbow Sled. Alcohol: 11 _COMM, 1 314491.3210 Misstate Sammy KC DMA 913.1224669 Gummi I RupkWr Singh 11134214142 Lktds Tipton 616221.1477 Joseph *indurate 51692345406 Gummi 8 Reorder SM011 1114714311 Saas Naga 816456.2655 MansahCitoudnarl 913.4321300 Maalnh Chaudhan 9134569000 Ma slM Chortled 913.187.521 RaoChadetswtds $134824791 Kimberly Hsnnum T ConionNl: 2 HaaFoods: 4 at Foods 3 C.1lJ314)162.1501 Hof Foods: 3 Cell (116) 731.1127 301 N t7111 12235 McKelvey 13491 Obe Bird 1201 511.2.22 Road 6109 Soaves' 11202 Mlaand 900 Shackelford !741115: 4948 Clutuy Blvd 3160 Marsrdrd 2439 South Big Bend Blvd. St. Louis MO 13143 0159 0Wr Mrs a band UriwuNy COY 1151 Wedri gheus Graeita City 2607 Gravels Ave.Maleraon St Lads 1390 at. Chides Rock Rd. Ciudad' 9466 MaMyasag8eny Root MO 5604 Oman Aw.1Br11 51. Louis 5350 Chippewa 1t. Louie Alcohol: 10 if�ank: Kassa Ply MO 64137 Kamen City MO 64113 GardWaw MO 64030 Kann City MO 14134 Kansa City MO 64109 Kansas City MO 64134 Kansas City MO 54 614 Oath, Ka 16062 Ov0d.nd Park KS 45204 Mlsdon KS 44252 Kansa City KS 44103 J6t0ante: 0 Jahn Kiaeald O7.11.com SI 1.5101 MO Mst)land Height MO Chesirtleld MO Mariam HeIgMs MO SI Lads MO Overlay MO Pbfipr. MO 0 _ 63103 53043 63017 83146 43143 83111 63031 Iesr.Konpelie a7.11.cora SL Louis MO 63114 St Louis MO $3110 MO IL MO MO MO MO MO 0 63130 62040 63116 63114 63119 63116 63106 Jettaay.Osgood .7.11.com 2924 Sault 47th 11515 Kansas Coy 2500 Central Avenue Moll City 1701 ladeps dsnes Avenue MAW City 2630 Vert Bawl0hd Kansa City 32011n0opendenc. Mena Kamen City 4251 NE Astrh Road Kansa City 6150 MOods Road Merriam KS 50050 Pantile, Pfwy. Kamm City 11075 Mldiand Odes Shavers 4431 Shama Dike Kansas City Alcohol: 40 ills ak: KS KS MO MO MO MO KS KS KS KS 0 65106 $6107 64100 64127 44134 44117 64204 66100 44317 44106 171 Market Manager Paul Coffman 7-Etewn, Inc. I Hai Zon0 I tAuksl95t I SIlaw. a KS GILL O4s, 214 301 PeutCoffman 07.tt.eem Total Steve 76 July Stevens 19270F F BI11L 195070 F OWL 199810 F OWL 20200) C OWL 234098 F G OWL 273798 F 0 8147. 274128 F B HF 27538C P G BWL 29027 B F COWL ttf 324113H C 0 OWL Tote 10 FMehU.: Jeanne Trskel 10107 0 P 8 21449E F 0 8 355234 F CC B lip 3578211 C CO B HF NC 34784H C CO O HF NC 36811H C CO I HF KC Torah: 8 Franchise: 3 Diana Turner 194700 F OWL 195038 P B1K HF 195228 F BPI 20206 A F G 388590 F SOt 201440 F f1 SW HF 28911E F 0 OWL HF 269230 F O OVA 29038C F 6 I 292648 F 6 BWL Toro! 10 Month's*: Michelle Olendening 1343 B F 0 BIM 13294C P BWL 213910 F 0 Boll 240570 F 8M. 24442 M C 0 IM7. 24465E F 13 0 HF 257250 P 13 B HF 278320 F 0 B 290820 F 0 WI 30176C F 0 0 HF 357844 F CC B HF NC Tots!: 11 Frau.Mse: 51 FraaeMu STOMA 314.455-3580 314421.2251 314431.2468 131.211.91/1 314.3538133 314443.4075 314352.1711 314.031.4484 536.937.7330 3144460572 a KC DMA 913.772.8331 913.4291273 913449.4940 7/63444373 913.711.1008 913721.5171 STL DMA 3148784057 314.867.5402 314821.5715 314427.1410 636.276.2684 3144374820 538419.6845 636.139.4250 314495.1701 630461.718 lb KC DMA 616.624.0422 616.281.0156 816.373.7179 816-es1-6333 6/4267-0003 913.784-1163 913.9465036 8134861044 618356.3411 913.782.491i 913.3930314 10 11 0 48 Corporate Hispanic Alcohol Oaselk» AO MuU Miley Shah den Lips KAM Drummond S alomon Tishel% Bets Oaleoys Miry Dickinson W S Taylor Alen a Susan WGasro Constance Grove Commie: 2 rora51 Mad Oalsr Ladeet Harnen)ol Mokha Jimmy Wall Aaron Cook 6111 Godfrey Celt P34) 376.2762 M0i Foods: 2 Cell P1131104611 Corponts: 3 Not Foods: 4 30 1 Hot Foods New Coffee 2807 SWpyrAwn* 839 W Wood5ats 2111 holknelsisr 3411 Outer Road 9000 Matkends Road 9290 Waned 509lialea YgWe 703Union Rood 1301 Vowing Blvd 9197 Leary 'say Road Aikorssk 10 701 Msbspokle 2151 Oast 15141 Styes 10701 &Weal Avarua 111 AAsons Avenue 18601. Harrison Ckcls 35 H 130th Terrace Akohot: I elteeWe: 1411/7015 Jells.5lwsns f3741.com Si leek MO 84/30 Kkawool MO 03122 Lamy MO 03126 kneel MO 43010 Amon MO 83123 meoefe one MO 83119 St Lets MO 63111 Mon MO 03123 Potts MO 83020 It. LOW@ MO 43129 Hbpatle: 0 Jsamw.Teekell 07.11.00m Lasva1w0r11 KS Claus KS Ovalane Park KS Helton KS Olathe KB Bonnet Springs Ks Hbpudc: e 01404 Turner 67.11.40m SI Laois MO 63148 Medrr Acres MO 83136 one Pens MO 83131 Woodson Torten MO 63134 SI. Patin MO 63376 (swum MO 63631 St Pius MO 03376 St Peters MO 03370 Hmerne d MO 53042 Si Lab MO 63122 Hlspsnk: 0 Mlcbs9e.Olande an9 11741.c om LserI Swrinit MO 64001 Independence MO 64062 MOspruisnes MO 54065 Independence Mon 04050 ladependencs 180 64054 Oaths KS 64061 Overland Pads KS 66212 Overlaid Pal) KS 68210 ln8epmulence 140 6405$ Oran AS 86002 Ofalha KS 61061 Hlspaak: 0 890M 81062 8822 48434 Mast 46013 Call (431) 1514180 Knead I Fehnlna Knan Ope Faa1N Hamld Parseha Ruble IA1m10 Medley Howe Mehelr 15 a Mkdbn Pima; 8redley Hanson Make) Olewddln Mohammad a Msnlba Faloo4 Handal Prase Corporate: 0 Hot Foods: Alas Migaood Knead Mad Maw iaman PrsOnesh Patel 4,44 W9nams Faisal Mad Palace Axed %MEkvrnar Epur Mel Ased Oelsr Li1MM RaoC0Ns5rl Corpetrs: I Cell i785) 611.941 Hot Foods: 171110 BsMngion Plops 2308 Chambers Road 1193 Calomel, Certa 4300 Woodson 8680 Mexico Ross 105 0um Read 71101 Maio) Road 610 Moorman 6063 k10Ah Und eery 13313 a9 Brae Rif IOmgMdp J Mona e 909 SW 0 dhan Prkway 11001 East 23rd Sass t6801 Owdgea 201 Gail 05 IaOlway 24 17501 east US Highway 24 951 South Pakw 8700 Wast 95th &nth 11724 OutvMs Road 12333 East US Deplwrt 40 13901 Small Murton Road 202 N Party • Alcohol: 11 Alt nan GIN) Andean. MrdraN Angel. IMO Ave, Judy *AMA Oan S Banker. Hen BekM, 6en1 Bens. Clue* Bennett. Bred Burnes Ripon Bime_. Josh Bowen. Steven BC/4mm Gary Want% Ctlalens Broad.keere Brooks Ph06 Brown. Save Browning. Mama Bush, Rowdy C OFFICE EXT. MOBILE PHONE (719) 3624489 (972)742.9158 (815)414.1572 (630►4574261 (317) 8454393 (312) 060.3043 (563) 6134110 (630)776.5219 07013014259 (312) 9524300 (720) 5024229 (417)350 -ms (913) 398-1200 (312)952.3448 (030) 407.1962 (630)779.4195 (719) 201-0547 (720) 4314072 (720) 3463304 Ca aeon. Kali (720) 4506693 CaabNb.Anal (972)132.6169 Cutler. Jams (773) 3298934 7344264711 (734) 012.6711 (312) 0136497 Clarke. Joe (224)475-7428 Clarke. Mee (630) 5964010 Clements. Trevor (630) 621-7647 Camay% NO (469) 255-2301 Colonel 1401 (720)409.6776 Cory, Robert (512) 964-1357 `Czerrrk Um* 9724204451 (63010544233 0 DeFalco. Rachel (720) 2374417 Danko. Rocky (393) 2636507 Demo Tony (729) 354.6939 Owe. Medea (634) 456-1569 DiOW, Giant 4702) 4454313 D0=143,1340 (720) 412-1542 Ou lee dads_ owes (303) 054.7095 DulendedL Jel (300) 807-2599 Dian. Tanta (606) 320-4357 Churn ep15. move Cork Angela I E BLOW/. Jade Egidi, Keen 6d1e9aaul Norm. Endcson Chris Ewen Greg Evans Jon 1 _ F Far, Bergamot Fen. Shannon t G Gonne.(3ru Gannet. Ro001 Gibbs. Lee Gibson. Samantha Gikay. Thra Glerderlag, Dichdle Goes, Sharon Gordon. Jor+u H I Mansard. Jena Harper. Kee Hons. Patna Heredi . Sandra Hemm1d z. Gen Hudson, Dee Humenskl. Ron I _ Wot/. Lesley WON% Glee I _ J Je9aon, Jotm Jecek Mice Johnson. Soon Johnston. Rohm Jones. CON Jones. Dead 1( Kapon. Rebut Kara Jay Kennedy, Aron► Kerney, Katy KitaN Mu Kincaid. John 1050. Paw non -p. Sloven Kristin, John Minim 0ycr brew -e EXT. MOBILE PHONE (312) 848.5431 (312) 206.3366 (214)215.9486 (303424.5022 (224) 500.1910 4700) 5574215 (615) 217.4633 (720)4096801 (720) 530.1475 1015) 771-2079 (060) 8184060 (615) 5144597 (872) 2024454 (816) 006-0153 (770)803.3620 (970) 3965640 (720) 4314299 (630) 9154297 (630) 7794281 (815) 3424745 (847) 5414091 (312)952.3110 (773)710.3172 (720) 201.2193 (312)952-3490 (720)515.8102 (773) 205.9313 (700) 7354795 (312) 5764102 (708)897.1459 (630) 0154581 (630 306-7670 (224) 3564090 (317) 4768178 (312) 952-3369 1720)105-2505 (314) 399.9600 (726) 4316482 (719) 289.8715 (720 32641245 (314) 052.5508 L Latan:0y. Jason Legpst Riley Leonard. PaInCia Levesque.Maaoo Lindholm. Lance Lopez. Oevi4 1 M I Mann. Jamie MarOn. Matt Matanowskd. Don Matanowsla. Sheeey McFarland, Judi McKay. Tao McKenna. Eugene Meadows, Brendan Mlrne. Tom Mue9errrsnn. Trap N Ni000lL Allen Noe. Mabee 0 Otiver. Henry Meshy. Doug Osgi d Todd P Page, Dale Painter, Todd Pate. Kathy Patera, Jerry Ptsena Robert Peterson. Mary Kay Pelnlwc. Tracy Polar. Mils Pid aisaTor. Mae PiSblesi Raab. Dowd Raven. John RaranolL Knit RAe1. Wendell Rodrguez. Frank Rose. Thomas Russel. Jim OFFICE EXT. MOBILE PHONE (720) 233.1338 (303) 590.4511 (630) 639.9530 (720)4314306 (303) 501.7623 (720) 476-1974 (224) 999.2912 (312)385.9955 (312) 952-3449 9728284455 (630) 3464912 (224) 3504073 (7211) 840.1550 (970) 371-0623 (303) 7173249 (630}779-9283 (847) 8549868 (719) 243.8511 (512) 6072061 6530) 2583435 (309) 2694377 (016 720.1427 (779) 5461078 (720)1694920 (720 4313685 1712) 041.6819 (312)952-3425 (643 6434450 (303)684-7315 (720)639.1140 (954)415.9519 (734) 5162205 (7 f9) 7094507 (6470 243.3285 (700) 897.1420 (490)414-9105 (312) 901.1052 (547) 217.1270 (847) 760-0082 Sentnire. Karen Snaps. (via SOON. Bet ,SChmldl Bernie Schneider, Ners Sdnelt. BnaN L Schwan!. Tray Salver. Stephen Shame!. Gamest So..__ Swan nva Stacy. Bran L Starkey. VOAey Pew. Gary Seven, Jose Staub, Mary Aim Skagit Steve Sunny(. Kan 1 T Teadtener. Sone Thernat, Lorry Tamer. Arnold Tap. Arcade Takata Jeanne Tlrmet. Pena OFFICE EXT. NOBLE PHONE (530)621-5171 9724284450 (631) 2758180 (214) 649.589'7 (47) 271-0308 (724) 7194817 (630) 621.5380 o) 4314139 (720) 409.8147 (630) 310.1634 (720)6306952 (312 952-3477 {303) 256220 (630)240.1299 .(636 375.2762 (262 737.7691 0301346-3760 9724284256 (303) 2494290 V Valeide, Al Va lOsy,Rob nikananfhaq Ramesh w j Walter. tech Wells, Lon t+letlems. Brien Wareing, Eve Was. Jeanne Woo. Kane Y Y01. Timothy I. 2 (571 225-5180 020) 431-2043 (9701456-7345 (720)4404132 (618 810-5518 (636)151.7450 (706) 7124741 (847) 8944004 (017) 2354240 7(719 235.7416 (720) 320-3792 (0330) 4144235 047) 562.5067 (720)6306843 972420-4265 (720) 4318358 1 Store Support Caner 1722 ROtdh S9eet Sole 1000 Data., TX 75201 (779)2274132 7 -ELEVEN, INC. OFFICERS IC .i,. ♦ ., N• ame ,. { � i%Y . .F1 x „.. max • � fit: i - 3�'..` c 9uslness Addrots Joseph M. DePinto President and Chief Executive Officer 3200 Hackberry Road Irving, Texas 75083 972/828-2711 Stanley W. Reynolds Executive Vice President, Chief Financial Officer and Chief Administrative Officer 3200 Hackberry Road Irving, Texas 75063 972/828-7042 (3urmeet Singh Executive Vice President, Chief Digital, Information & Marketing Officer 3200 Hackberry Road Irving, Texas 75063 972/828-8543 Christopher Tanco Executive Vice President, Chief Operations Officer 3200 Hadkberry Road Irving, Texas 75063 972/828.7547 Sean P. Duffy Senior Vice President, Demand Chain 3200 Hackberry Road Irving, Texas 75063 972/828-7683 Gregory A Franks Senior Vice President, Operations 3200 Hadcberry Road Irving, Texas 75063 9721828-7727 Rankin L. Gasaway Senior Vice President, General Counsel and Secretary 3200 Hackberry Road Irving. Texas 75083 9721828-7024 Scott R. Hintz Senior Vice President, Human Resources 3200 Hackberry Road Irving, Texas 75063 972/828.7580 Alicia Howell Senior Vice President and Controller 3200 Hackberry Road Irving, Texas 75063 972/828-7839 Rajneesh Kapoor Senior Vice President Merchandising 3200 Hackberry Road Irving, Texas 75063 972/828-7821 John L. "Jacks Stout Senior Vice President, Merchandising, Marketing & Logistics 3200 Hackberry Road Irving, Texas 75063 972/828-7746 Koichi Takahashi Senior Vice President, Advisor to Merchandising 3200 Hackberry Road Irving, Texas 75063 972/828-7344 Sean C. Thompson Senior Vice President, Merchandising 3200 Hacfieny Road Irving, Texas 75063 972/828-6996 Ken Waksbayashi Senior Vice President, International & Planning 3200 Hackberry Road Irving, Texas 75063 972/828-6888 Shinji Abe Vice President, Strategic Planning 8-8 Nibancho, Chiyoda-ku Tokyo 102-8452 Japan 011-813-8238-3722 Yusuke Kato Vice President, Advisor to Operations 3200 Hackberry Road Irving, Texas 75063 972/828-7423 Ryoji Sakai Vice President, Strategic Planning 8-8 Nibancho, Chiyoda-ku Tokyo 102-8452 Japan 011-813-8238-3722 David L. Seltzer Vice President Financial Planning & Treasurer _ 3200 Hec kberry Road Irving, Texe 75063 972/828-2755 144279.24 7 -ELEVEN, INC. OFFICERS DIRECTORS Shinji Abe Director 8-8, Nibancho, Chiyoda-ku Tokyo 102.8455, Japan Jay W. Chai Director 86 Winthrop Drive Riverside, Connecticut 08878 Joseph M. DePinto Director 3200 Hackberry Road Irving. Texas 75083 Ryuichi Isaka Director 8-8, Nibancho, Chiyoda-ku Tokyo 102-8455, Japan Fumihiko Nagamatsu Director 8-8, Nibancho, Chiyoda-ku Tokyo 102-8455, Japan Stanley W. Reynolds Director 3200 Hacicberry Road Irving, Texas 75063 Ryoji Sakai Director 8-8, Nibancho, Chiyoda-ku Tokyo 102-8455, Japan 144279 24 7 -Eleven, Inc. Suspensions (Last 3 years - Colorado Only) STQREI A C rO OU.NTY u TYPE:: , . DATE '. DISCIP, I; V RY IIG}TI0.tta 37562A Broomfield Sale to Minor 09/22/17 10 days suspension, 5 days held in abeyance for one year, 5 days served with fine in lieu of suspension. Proof of training required. 27238A Westminster Sale to Minor 10/01/17 14 days suspension, 12 days held in abeyance for one year, 2 days served. 32357A Westminster Sale to Minor 10/01/17 Written Warning; Proof of Training required. 32809B Westminster Sale to Minor 10/01/17 57 days suspension, 0 days held in abeyance, 57 days served. Proof of training required. 39834A Lone Tree Sale to Minor 07/17/17 3 days suspension, 2 days held in abeyance for one year, 1 day served. Responsible Vendor Training required. 35069A Boulder Sale to Minor 11/01/17 16 days suspension, 10 days held in abeyance for one year, 6 days served. 39211A Castle Rock Sale to Minor 11/02/17 15 days suspension, 8 days held in abeyance for one year, 7 days served with fine in lieu of suspension ($200). 34442A Denver Sale to Minor 12/22/17 2nd Violation in 1 yr. 20 days held in abeyance for one year, 14 days suspension (4 + 10 for prior violation). 22684B Colorado Springs Sale to Minor 02/01/18 10 days suspension, 5 days held in abeyance for one year, 5 days served with fine in lieu of suspension ($200). 35534A Colorado Springs Sale to Minor 02/01/18 10 days suspension, 5 days held in abeyance for one year, 5 days served 18556A Thornton Sale to Minor 02/07/18 6 days suspension, 5 days held in abeyance for one year, 1 day served 35069A Boulder Sale to Minor 04/06/18 3rd violation (2nd Violation in 1 yr.) 50 days suspension, 30 days held in abeyance for one year, 20 days served 39733A Lone Tree Sale to Minor 04/18/18 3 days suspension, 2 days held in abeyance for one year, 1 day served. Responsible Vendor Training required. 37562A Broomfield Sale to Minor 08/13/18 15 days suspension, 10 days held in abeyance for one year, 5 days served with fine in lieu of suspension, plus an additional 5 days suspension served from 09/22/17 violation. Proof of training required. 39733A Lone Tree Sale to Minor 10/11/18 15 days suspension, 10 days held in abeyance for one year, 5 days served with fine in lieu of suspension ($200). Responsible Vendor training required. 2 days suspension held in abeyance from prior violation served. 37562A Broomfield Sale to Minor 04/06/19 20 days suspension, 10 days served concurrently with imposed suspension from 08/2018 violation, 10 days served with fine in lieu of suspension. Proof of training required. Excel #167539 1 8/13/2020 7 -Eleven, Inc. Suspensions (Last 3 years - Colorado Only) -S `ORE r11/COUNTY TY.;•„sy ; DATE` ,ISCIPµLINARYf 4 ON , Vin₹ j ..* 35506J Fort Collins Sale to Minor 05/29/19 15 days suspension, 10 days held in abeyance for one year, 5 days served with fine in lieu of suspension ($200). Proof of training required. 27429B Denver Sale to Minor 06/21/19 21 days suspension, 15 days held in abeyance for one year, 6 days served with fine in lieu of active suspension ($200). Completion of transfer of ownership by 1/31/20 required. 18418B Arvada Sale to Minor 07/01/19 10 days suspension, 5 days held in abeyance for one year, 5 days served with fine in lieu of active suspension ($200) 25325A Westminster Sale to Minor 07/23/19 Written warning. Proof of training required within 90 days. 36019A Denver Sale to Minor 07/26/19 14 days suspension, 10 days held in abeyance for one year, 5 days served with fine in lieu of active suspension 37141B Denver Sale to Minor 08/10/19 10 day suspension, 5 days held in abeyance for one year, 5 days served with fine in lieu of active suspension ($200) - state violation. 23172D Denver Sale to Minor 08/23/19 14 days suspension, 10 days held in abeyance for one year, 4 days served with fine in lieu of active suspension ($317.82) 22358A Denver Sale of Alcohol without a License 09/17/19 Warning letter (State) 39078B Larimer County Sale to Minor 09/23/19 15 days suspension, 7 days held in abeyance for one year, 8 days served. Quarterly proof of training required. 13171A Fort Collins Sale to Minor 09/23/19 15 days suspension, 10 days held in abeyance for one year, 5 days served with fine in lieu of active suspension. Proof of training required. 35536B Denver Sale to Minor 09/27/19 14 days suspension, 10 days held in abeyance for one year, 4 days served with fine in lieu of active suspension. 29420A Denver Sale to Minor 11/01/19 10 days suspension, 5 days held abeyance for one year, 5 days served with fine in lieu of active suspension ($378). 35880A Fort Collins Sale to Minor 11/01/19 10 days suspension, 5 days held in abeyance for one year, 5 days actively served. 23546B Colorado Springs Sale to Minor 11/01/19 5 days suspension, 5 days held in abeyance for one year, 0 days served. 39067A Parker Sale to Minor 12/11/19 Warning letter. Proof of training required. 26803C Fort Collins Sale to Minor 01/15/20 15 days suspension, 10 days held in abeyance for one year, 5 days served with fine in lieu of active suspension. Proof of training required. Excel#167539 2 8/13/2020 OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE OF FACT OF GOOD STANDING I, Jena Griswold, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, 7 -ELEVEN, INC. is an entity formed or registered under the law of Texas , has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 19871057047 . This certificate reflects facts established or disclosed by documents delivered to this office on paper through 06/04/2021 that have been posted, and by documents delivered to this office electronically through 06/07/2021 @ 15:38:22 . I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, and issued this official certificate at Denver, Colorado on 06/07/2021 @ 15:38:22 in accordance with applicable law. This certificate is assigned Confirmation Number 13221847 . Secretary of State of the State of Colorado *********************************************End of Certificate******************************************** Notice: A certificate issued electronically from the Colorado Secretary of State's Web site is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Validate a Certificate page of the Secretary of State's Web site, http://www.sos.state.co.us/biz/CertificateSearchCriteria.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confrmin2 the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our Web site, http://www.sos.state.co.us/ click "Businesses, trademarks, trade names" and select "Frequently Asked Questions." PREPARED BY AND WHEN RECORDED MAIL TO: 7 -Eleven, Inc. Attn: Legal Depart. 3200 Hackbeny Road Irving, Texas 75063 (OO2-2�1LtOH-- CtD2—IZ SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY New Store No. 39510 Original Store No. 714 3914 State Highway 119 Longmont, Colorado 80504 ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT AND MEMORANDUM OF LEASE This Assignment and Assumption of Lease Agreement and Memorandum of Lease ("Assignment") is made and entered into this 23 day of March , 2020 (the "Effective Date"), by and among CARPCO, LLC, an Iowa limited liability company ("Assignor"), and 7 -ELEVEN, INC., a Texas corporation ("Assignee"). WHEREAS, Assignor, as seller, and Assignee, as buyer, are parties to that certain Asset Purchase Agreement, dated January 31, 2020 (as the same may be modified from time to time, the "Contract"), providing, among other things, for the sale by Assignor and the purchase by Assignee of Assignor's leasehold interest in that certain property leased by Assignor and owned in fee by Burger Avenue Investments, LLP, a Colorado registered limited liability partnership ("Landlord"), at 3914 State Highway 119, Longmont, Colorado 80504, as described on Exhibit A attached hereto and made a part hereof (the "Property"), pursuant to (i) that certain Ground Lease dated February 15, 2011 by and between Landlord, as landlord, and J.D. Carpenter Companies, Inc., an Iowa corporation ("Original Tenant"), as tenant; (ii) as modified by that certain Notice of First Extension of Entitlements Period and Amendment to Lease dated August 11, 2011 by and between Landlord and Tenant; (iii) as modified by that certain Notice of Second Extension of Entitlements Period and Second Amendment to Lease dated September 15, 2011 by and between Landlord and Tenant; (iv) as modified by that certain Notice of Third Extension of Entitlements Period dated October 13, 2011 by and between Landlord and Tenant; (v) as amended by that certain Fourth Amendment to Lease dated December 16, 2011 by and between Landlord and Tenant; and (vi) as assigned by that certain Assignment of Ground Lease dated February 24, 2012 from Original Tenant, as assignor, to Landlord, as assignee (collectively, the "Lease"). The Lease is evidenced by the recording of that certain Memorandum of Lease dated January 24, 2012, recorded December 27, 2012 as Document Number 3898902 with the Clerk and Recorder of Weld County, Colorado (the "Memorandum of Lease"); and 62405345v.2 1 WHEREAS, the Contract provides for Assignor to assign to Assignee, and for Assignee to accept assignment from Assignor, of all of Assignor's right, title and interest in and to the Lease and the Memorandum of Lease; and WHEREAS, pursuant to the Contract, Assignor is required to execute and deliver to Assignee this Assignment; and WHEREAS, Assignor represents and warrants that it has the full power and authority to enter into this Assignment. NOW, THEREFORE, in consideration of these premises, the mutual covenants and conditions contained herein, and in the Contract, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing recitals are true and correct in all material respects and are incorporated herein by reference. 2. Capitalized Terms. Any capitalized terms used but not defined in this Assignment shall have the meanings ascribed to such terms in the Contract. 3. Assignment of Lease. Assignor hereby grants, conveys, sells, assigns, transfers, bargains and delivers unto Assignee, and its successors and assigns, all right, title and interest of Assignor as tenant under the Lease TO HAVE AND TO HOLD all right, title and interest of Assignor under the Lease unto Assignee and its successors and assigns forever. 4. Assumption of Lease. Assignee hereby accepts delivery of Assignor's interest in the Lease, and expressly agrees that from and after the Effective Date, Assignee will assume and faithfully perform all obligations and covenants to be performed by tenant under the Lease. Assignor expressly agrees to remain liable for any and all obligations and covenants to be performed by tenant under the Lease prior to the Effective Date. 5. Assignment of Memorandum of Lease. Assignor hereby assigns to Assignee all of its rights and obligations as tenant under the Memorandum of Lease. 6. Effective Date. This Assignment shall be effective on the Effective Date. 7. Governing Law. This Assignment shall be construed, performed and enforced in accordance with the laws of the State of Colorado. 8. Conflict and Inconsistency. To the extent any conflict or inconsistency exists between the provisions of this Assignment and the Contract, the terms of the Contract shall prevail. 9. Counterparts. This Assignment may be executed in one or more counterparts which shall collectively be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Assignment effective as of the Effective Date. [THE REMAINDER OF THIS PAGE INTENTIONALLYLEFT BLANK SIGNATURE PAGES TO FOLLOW] 2 62405345v.2 [SIGNATURE AND ACKNOWLEDGMENT PAGE OF ASSIGNOR TO ASSIGNMENT] WITNESS the following signatures. CARPCO, LLC, an Iowa limited liability company STATE OF COUNTY OF VC lk ter III, Sole Man J. David Ca ACKNOWLEDGMENT This instrument was acknowledged before me on Nlp, r Gl 2-0 , 2020, by J. David Carpenter III, as Sole Manager of CARPCO, LLC, an Iowa limited liability company. It* RICHARD A. MAUI I 26, 2021 (seal) 62405345v.2 626573 I 9v.2 3 NpTARY PUBLr'� My Commission expires: 1,)o J. ur7_� (SIGNATURE AND ACKNOWLEDGMENT PAGE OF ASSIGNEE TO ASSIGNMENT] WITNESS the following signatures. Attest: By: Name: Title: t� Robin D. Bryant , ) Assistant Secretary 7 -ELEVEN, INC., a Texas corporation Name: Title: tan C. VUilfl 're Vice President ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned, a Notary Public in and for the aforesaid County and State, on this day personally appeared Ian C. Will lams and Robin D. Bryant , a(an) Vice President and a(an)Acsistant Secretary , respectively, of 7 -ELEVEN, INC., a Texas corporation, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the corporation and that they each executed the same as the act of such corporation for the purposes therein expressed and in the capacities therein stated. /A A GIVEN UNDER MY HAND AND SEAL OF OFFICE this / 7 =` day of AutCk ciln 2020. (seal) 4 62405345v.2 Signature: Typed or printed name: Victoria Baar My commission expires: 4cz Exhibit A Description of Property The real property referred to herein is situated in the County of Weld, State of Colorado, and is described as follows: Parcel I: A tract of land situate in the NE 1/4 of the NE 1/4 of Section 10, Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado, described as follows: Beginning at the NE corner of said Section 10, thence South 89°31' West 450 feet along the North line of the NEI/4 of said Section 10, thence South 30 feet to the South right-of-way line of Highway No. 119 (formerly known as Highway No. 25), the True Point of Beginning; thence South 89°31' West 65 feet along said South right-of-way line of said Highway; thence South 45°05' West 234.1 feet along the easterly side of an irrigation ditch; thence South 49°35' East 303.0 feet; thence North 362.7 feet more or less to the True Point of Beginning; EXCEPT that parcel in Rule and Order recorded January 19, 1995 at Reception No. 2423540, County of Weld, State of Colorado; and further EXCEPT that portion conveyed by deed recorded January 15, 1971 at Reception No. 1560570. Parcel II: That tract of land located in the NE1/4 of Section 10, Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado, being more particularly described as follows: Commencing at the NE corner of said Section 10; thence along the North line of said NE1/4 South 89°31'00" West 450.00 feet whence the North 1/4 corner thereof bears S89°31'00" West 2191.17 feet; thence S00°00'00" East 392.20 feet to the Northeast corner of that tract of land known as Parcel 1 as described by Deed recorded at Reception #01932647 of Weld County Records and the Point of Beginning; thence South 90°00'00" West 195.00 feet; thence North 00°00'00" West 166.02 feet to a point on the northeasterly line of that tract of land known as Parcel 2 as described by Deed recorded at Reception #01932647 of Weld County Records; thence along said northeasterly line South 49°35'20" East 256.10 feet to the Point of Beginning, County of Weld, State of Colorado. 62405345v.2 GENERAL ASSIGNMENT AND BILL OF SALE Property #714 7 -Eleven Store #39510 3914 State Highway 119 Longmont, CO THIS GENERAL ASSIGNMENT AND BILL OF SALE ("Assignment"), by and between JKDE, INC., a Iowa corporation (the "Assignor"), and 7 -ELEVEN, INC, a Texas corporation ("Assignee"), is made and entered into effective as of 23rd day of March , 2020. Recitals Assignor and Assignee have heretofore entered into an Asset Purchase Agreement dated as of January 31, 2020 (the "Agreement"), providing, among other things, for the sale by Assignor and the purchase by Assignee of certain assets owned and held by Assignor in connection with Assignor's ownership and operation of a convenience store and motor fuels dispensing facility located at 3914 State Highway 119, Longmont, Colorado (the "Premises"). Pursuant to the Agreement, Assignor and Assignee are required to execute and deliver this Assignment in connection with the consummation of the transaction contemplated by the Agreement. Any capitalized term used but not defined in this Assignment shall have the meaning ascribed to such term in the Agreement. NOW, THEREFORE, in consideration of these premises, the mutual covenants and agreements contained herein and in the Agreement, and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, Assignor makes the conveyances and assignments, and Assignee makes the assumptions, and Assignor and Assignee covenant and agree as set forth in the following provisions of this Assignment, to -wit: 1. Conveyance and Assignment of Assets. By this Assignment, Assignor has granted, conveyed, sold, assigned, transferred, bargained and delivered, and hereby grants, conveys, sells, assigns, transfers, bargains and delivers, unto Assignee and its successors and assigns, all right, title and interest in and to the Assets, consisting of, without limitation, (i) Store Equipment, (ii) Merchandise Inventory, (iii) Motor Fuels Inventory, (iv) Supplies, (v) Fixtures, (vi) Goodwill, (vii) Existing Permits, (viii) Motor Fuels Equipment (as described on Exhibit A attached hereto), and (ix) other personal property relating to the operation of the Store Business located on the Premises, excluding the Excluded Assets (such assets being transferred, collectively, the "Subject Assets"). TO HAVE AND TO HOLD the Subject Assets granted, conveyed, sold, assigned, transferred, bargained and delivered pursuant to the preceding provisions of this paragraph I to Assignee and its successors and assigns forever free and clear of all liens, interests and encumbrances. 2. Governing Law. THIS ASSIGNMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 3. Conflict and Inconsistency. To the extent any conflict or inconsistency exists between the provisions of this Assignment and the Agreement, the provisions of the Agreement shall control. This Assignment shall not alter or diminish either party's obligations under the Agreement, including but not limited to, indemnification obligations. 62689607v I 4, Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. EXECUTED as of the day and year first above written. ASSIGNOR: JKDE, INC., an Iowa corporation By: Va.ttt CAY'u lv Name: J. David Carpenter III Its: President 2 712/39528 62689607v 1 ASSIGNEE: Attest: By: 7 -ELEVEN, INC., a Texas corporation By: Keneisha M. Miller Name: Ian Williams Assistant Secretary Its: Vice President 3 712/39528 62689607x.1 Property #714 7 -Eleven Store #39510 3914 State Highway 119 Longmont, CO EXHIBIT A Motor Fuels Equipment Tank Number 1 2 Capacity 20,000 20,000 (8,000/12,000 split) Substance Stored Gas Gas/ Diesel Installation Date 4/1/2012 4/1/2012 Construction Fiberglass Fiberglass Single or Double Wall Tank Double Double Cathodic Protection No No Electronic Tank Gauge TLS 350 TLS 350 Manufacturer Veeder Root Veeder Root Interstitial Monitor Yes Yes Containment Sump Yes Yes Sump Sensor Yes Yes Alarm or Shut off Yes Yes Overfill Type Auto shutoff Auto shutoff Stage I Vapor Recovery Yes Yes Stage 2 Vapor Recovery n/a n/a Stage 2 System Type n/a n/a Submersible Pump unknown unknown Leak Detector Electronic Electronic Product Pipe Flex Flex Double wall Yes Yes 62689607v.I ASSIGNMENT OF GROUND LEASE THIS ASSIGNMENT OF GROUND LEASE (this "Assignment"), dated as of the /L day of February, 2012, is made by and between J.D. CARPENTER COMPANIES, INC., an Iowa corporation ("Assignor"), and CARPCO, L.L.C., an Iowa limited liability company ("Assignee"). Recitals: A. Burger Avenue Investments, LLP, a Colorado registered limited liability partnership, as the "Landlord," and Assignor, as the "Tenant," are parties to a certain Ground Lease dated as of February 15, 2011, as subsequently amended, demising certain real property located in unincorporated Weld County, Colorado, having an address of 2914 Colorado Highway 119, Longmont, Colorado (the "Lease"). B. Assignor and Assignee are affiliates of one another, in that they are controlled by common majority ownership interests. Assignor has determined to assign the Lease to Assignee, and Assignee has determined to accept such assignment. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Assignor hereby assigns the Lease and all of the Assignor's right, title and interest thereunder to the Assignee, effective as of the commencement date of the term of the Lease, which is January 24, 2012. Assignee hereby accepts the assignment of the Lease and Assignor's right, title and interest thereunder, agrees with and for Assignor and Landlord to be bound by all the terms and provisions of the Lease, and hereby assumes for the benefit of Assignor and Landlord all obligations and duties of the Tenant under the Lease accruing from and after the date of this Assignment. Assignor aclmowledges for the benefit of Landlord that Assignor will remain liable for the obligations of the Tenant under the Lease unless and until there is a basis for Assignor's release from liability under the terms of Section 16(a) of the Lease. 2. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. This Assignment shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to its choice of laws principles. [Balance ofpage Intentionally left blank! ,] IN WITNESS WHEREOF, Assignor and Assignee have made this Assignment of Ground Lease effective as of the day, month and year first above written. ASSIGNOR: J.D. CARPENTER COMPANIES, INC., an Iowa corporation B Dave Carpenter, President ASSIGNEE: CARPCO, L.L.C., an Iowa limited liability company 2 3898902 Pages: 1 of 5 12/27/2012 11:47 Rn R Fee:S31.00 Steve Moreno. Clerk and Recorder. Weld County, CO Ill it'�1, '11,fJ't 'I�h� PilLtiii.M114111tilli II III MEMORANDUM LEASE THIS MEMORANDUM LEASE (this "Memorandum") is made as of the 24th day of January, 2012, by and between BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership ("Landlord"), and CARPCO, L.L.C., an Iowa limited liability company ("Tenant"). RECITALS: A. Pursuant to that certain Ground Lease dated as of February 15, 2011, and made between Landlord and Tenant's predecessor in interest and assignor, J.D. Carpenter Companies, Inc., an Iowa corporation (the "Original Tenant"), as subsequently amended between Landlord and Original Tenant (the "Lease"), Landlord has leased to Tenant and Tenant has leased from Landlord certain real property in the County of Weld, State ofColorado, that is legally described on Exhibit A attached hereto and incorporated herein by this reference (the "Demised Premises"). B. Landlord and Tenant have mutually determined to enter into and record this Memorandum in order to establish record evidence and provide record notice of the Tenant's leasehold interests in the Demised Premises and other rights and interests under the Lease. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease and in this Memorandum, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Demise. Landlord has demised and leased and hereby demises and leases the Demised Premises to the Tenant, and the Tenant has accepted and does hereby accept such demise and lease, to have and to hold for the Term (as defirrd below) upon all the terms and conditions set forth in the Lease, which terms and conditions are incorporated herein by this reference and made a part hereof. 2. Term. The term of the Lease and of this Memorandum (the "Term") shall initially be for a period of approximately 15 years, commencing on January 24, 2012 (the "Commencement Date") and expiring on the last day of the l t0's full calendar month following the Commencement Date, which is January 31, 2027. 3. Extension Options. Landlord has granted and hereby grants to Tenant options to extend the Term for four (4) successive, consecutive periods of five (5) years each, all in accordance with and subject to the applicable terms of the Trace. Landlord and Tenant shall execute and record in the real property records of Weld County, Colorado, a mutually agreeable form of supplement to this Memorandum with respect to any such extension(s) of the Term: provided, however, any failure to so execute and record any supplement(s) shall not affect the validity of any extension(s) of the Term, and such extension(s) shall be of full force and effect. If Tenant does not exercise an option to extend the Term, Tenant shall execute and deliver to Landlord a statutory form of quit claim deed with respect to the Demised Premises, the Lease and any rights granted or referenced in this Memorandum; provided, however, any failure of NCS- 5 2.O7lMPLS(KM) C) 3898902 Pages: 2 of 5 12,27/2012 11:47 AM R Fee:$31.00 Steve Moreno. Clerk and Recorder. Weld County. CO JIM, ',11l�;k��;I �,I �J tior Ii'm Nfri Bill Landlord to record in the real property records of Weld County, Colorado, such quit claim deed shall not affect the validity of any termination of the Lease. 4. Right of First Offer. Landlord has granted and hereby grants to Tenant a right of first offer to purchase the Demised Premises in accordance with and subject to the applicable terms and conditions of the Lease. 5. Other Provisions. In addition to the terms of the Lease referenced herein, the Lease contains numerous other terms, covenants, conditions and provisions which affect the Demised Premises, and notice is hereby given that reference should be made to the Lease directly with respect to the details of such other terms, covenants, conditions and provisions (all of which shall constitute a part of this Memorandum). This Memorandum does not alter, amend, modify or change the terms of the Lease in any respect, and is executed by the parties hereto for the purpose of recordation in the real property records of Weld County, Colorado, in order to give notice of and to confirm the Lease and all of its provisions to the same extent as if all of the provisions of the Lease were fully set forth herein. This Memorandum shall generally be construed as supplemental to and cumulative with the Lease, but in the event of any conflict between the provisions of this Memorandum and those of the Lease, the provisions of the Lease shall control. 6. Successors and Assigns. The terms and provisions of this Memorandum shall be binding upon and inure to the benefit of Landlord and Tenant and their respective successors and assigns. 7. Counterparts. This Memorandum may be executed in any number of counterparts, each of which shall constitute an original, and which together shall constitute one and the same instrument. [Signature blocks follow on next page] 7 3898902 Pages: 3 of 5 12/27/2.12 11:47 PM R Fee:$31.00 Stave Moreno Clerk and Recorder, Weld County, CO �IIIN�a�!'+�111r<'1fIiKIf�:I+i MI MI fillriliI416#Ili 1101 IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum effective as of the date first set forth above. LANDLORD: BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership STATE OF COLORADO COUNTY OF "47►'YLW ss. The foregoing instrument was acknowledged before me this PI day of freak/W-- 2012, by David L. Osborn, Managing Partner of Burger Avenue Investments, LLP, a Colorado registered limited liability partnership. n _ My cortwNiNon t,Ipll.1 rlovw[Ter[Tenant's signature block follows on next page] Witness my hand and official seal. My commission expires: JEANNE T. SANFORD Notary Public State of Colorado //4-2o / RERAN T0: Rest Amedcnl Title Insurellce Co. National Commenid Services 801 Ntcollat Ma/, Sulfa 1800 MInneepoUs, MN 55402 974155.4 3 3898902 Pages: 4 of 3 12/27/2012 11:47 AM R Fe.:$31.00 Steve Moreno, Clerk and Recorder, Meld County, CO 11111 TENANT: CARPCO, L.L.C., an Iowa limited liability company By: --s-- Dave Carpenter, President STATE OF COLORADO ) ) ss. COUNTY OF /1°114 -- The foregoing instrument was acknowledged before me this / %6 day of Dean 2012, by Dave Carpenter, President of Carpco, L.L.C., an Iowa limited liability company. Witness my hand and official seal. My commission expires: /d/7/ 0/3 Notary Public 3898902 Pages: 5 of 5 12/27/2012 11:47 AM R Fee:$31.00 Steve Ploreno, Clark and Recorder, Weld County: CO gni EXHIBIT A Demised Premises PARCEL I: A TRACT OF LAND SITUATE IN THE NE 1/4 OF THE NE 1/4 OF SECTION 10, TOWNSHIP 2 NORTH, RANGE 68 WEST OF THE 6TH P.M., WELD COUNTY, COLORADO, DESCRIBED AS FOLLOWS: BEGINNING AT THE NE CORNER OF SAID SECTION 10, THENCE SOUTH 89 DEGREES 31' WEST 450 FEET ALONG THE NORTH LINE OF THE NE 1/4 OF SAID SECTION 10, THENCE SOUTH 30 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF HIGHWAY NO. 119 (FORMERLY KNOWN AS HIGHWAY NO. 25), THE TRUE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 31' WEST 65 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE OF SAID HIGHWAY; THENCE SOUTH 45 DEGREES 05' WEST 234.1 FEET ALONG THE EASTERLY SIDE OF AN IRRIGATION DITCH; THENCE SOUTH 49 DEGREES 35' EAST 303.0 FEET; THENCE NORTH 362.7 FEET MORE OR LESS TO THE TRUE POINT OF BEGINNING EXCEPT THAT PARCEL IN RULE AND ORDER RECORDED JANUARY 19, 1995 AT RECEPTION NO. 2423540, COUNTY OF WELD, STATE OF COLORADO. ALSO EXCEPT THAT PORTION CONVEYED BY DEED RECORDED JANUARY 15, 1971 AT RECEPTION NO. 1560570; together with all improvements thereon and appurtenances thereto. PARCEL II: THAT TRACT OF LAND LOCATED IN THE NE 1/4 OF SECTION 10, TOWNSHIP 2 NORTH, RANGE 68 WEST OF THE 6TH P.M., WELD COUNTY, COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NE CORNER OF SAID SECTION 10; THENCE ALONG THE NORTH LINE OF SAID NE 1/4 S 89 DEGREES 31' 00" WEST 450.00 FEET WHENCE THE NORTH 1/4 CORNER THEREOF BEARS S 89 DEGREES 31'00" WEST 2191.17 FEET; THENCE S 00 DEGREES 00' 00" EAST 392.20 FEET TO THE NORTHEAST CORNER OF THAT TRACT OF LAND KNOWN AS PARCEL 1 AS DESCRIBED BY DEED RECORDED AT RECEPTION #01932647 OF WELD COUNTY RECORDS AND THE POINT OF BEGINNING; THENCE S 90 DEGREES 00' 00" WEST 195.00 FEET; THENCE N 00 DEGREES 00' 00" WEST 166.02 FEET TO A POINT ON THE NORTHEASTERLY LINE OF THAT TRACT OF LAND KNOWN AS PARCEL 2 AS DESCRIBED BY DEED RECORDED AT RECEPTION #01932647 OF WELD COUNTY RECORDS; THENCE ALONG SAID NORTHEASTERLY LINE S 49 DEGREES 35' 20" EAST 256.10 FEET TO THE POINT OF BEGINNING, COUNTY OF WELD, STATE OF COLORADO; together with all improvements thereon and appurtenances thereto. A-1 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE (this "Amendment") is made as of December 16, 2011, between BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership ("Landlord"), and J.D. CARPENTER COMPANIES, INC., an Iowa corporation ("Tenant"). RECITALS: A, Landlord and Tenant are parties to that certain Ground Lease dated February 15, 2011, for the demise of 3914 Colorado Hwy 119, Longmont, Colorado (the "Original Lease"), as amended by (i) a Notice of First Extension of Entitlements Period and Amendment to Lease made between Landlord and Tenant and dated as of August 11, 2011, (ii) a Notice of Second Extension of Entitlements Period and Second Amendment to Lease made between Landlord and Tenant and dated as of September 15, 2011, and (Hi) a Third Amendment to Lease made between Landlord and Tenant and dated November 16, 2011 (collectively the "Lease"). Initially capitalized terms used but not defined in this Amendment shall have the meanings given them under the Original Lease. B. Pursuant to the terms of the Lease, the last day of the Entitlements Period has been extended to the date of this Amendment, or December 16, 2011. Landlord and Tenant have mutually determined to further extend the Entitlements Period pursuant to the terms of this Amendment. NOW, THEREFORE, in consideration ofthe above premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, landlord and Tenant covenant and agree as follows: 1. Further Extension of Entitlements Period. The Entitlements Period, as presently expiring on the date of this Amendment, or December 16, 20.11, is hereby further extended for an additional 30 -day period (the "Second Additional Entitlements Extension Period"), running from the date hereof to and including January 17, 2012 (January 15, 2012 being a Sunday, and January 16, 2012 being a national holiday). In consideration of this further extension, on or before the date of this Amendment Tenant shall pay Landlord the further sum of $7,500 (the "Second Additional Extension Payment"), which payment will be governed by the provisions of Section 2(d) of the Original Lease that applied to the $7,500 payments for the first three (3) 30 -day extensions of the Entitlements Period. Notwithstanding the foregoing, however, in the event the Tenant, at any time during the Second Additional Entitlements Extension Period, gives the Landlord notice that the Entitlements Condition has been satisfied or waived, then Tenant will receive credit against Rent for the proportionate share of the Second Additional Extension Payment, allocable on a per diem basis, to the remaining portion of the Second Additional Entitlements Extension Period falling after the date such notice is given. 2. Effeet This Amendment constitutes a modification to the terms of the Lease. Except as expressly modified hereby, the Lease shall remain in full force and effect in accordance with its stated provisions. Landlord and Tenant hereby ratify and reconfirm the terms of the Lease, subject to the terms of this Amendment. 3. Miscellaneous. This Amendment shall be binding upon and inure to the benefit of Landlord and Tenant and their respective successors and permitted assignees, and shall be • governed by and construed in accordance with the laws of the State of Colorado. This Amendment may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same instrument. Either party may make legal delivery of its signed counterpart by email or facsimile transmission of a copy thereof. (Balance of page intentionally left Hank] 2 IN WITNESS WHERE, Landlord and Tenant have made this Fourth Amendment to Lease effective as of the date first set forth above. LANDLORD: BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership By: avid L. Os anaging Partner (Tenant's signature blockfollows on next page] I 34)1.1 3 TENANT: J.D. CARPENTER CONfPANIES, INC., an Iowa corporation B 1082O/.( 4 9�Z Dave Carpenter,resident NOTICE OF THIRD EXTENSION OF ENTITLEMENTS PERIOD Landlord, Burger Avenue Investments, LLP, a Colorado registered limited liability partnership, and Tenant, J.D. Carpenter Companies, Inc., entered into a Ground Lease for 3914 Colorado Hwy 119, Longmont, Colorado, dated February 15, 2011 (the "Lease"). Section 2(d) of the Lease provides that if the Development Approvals and Permits are not obtained by 180 days after the execution of the Lease (August 15, 2011, since August 14, 2011, is a Sunday), Tenant shall have the right to extend the Entitlements Period for three (3) successive thirty (30) day periods. The parties executed a Notice of First Extension of Entitlements Period and Amendment to Lease dated as of August 11, 2011 (the "First Amendment"), which implemented the first 30 - day extension of the Entitlements Period, extending it until September 15, 2011. The parties signed a Second Notice of Extension and Amendment to Lease dated September 15, 2011 (the "Second Amendment") extending the Entitlement Periods to October 17, 2011. Tenant hereby gives Landlord notice that it is extending the Entitlements Period for its third additional thirty (30) days to and including November 16, 2011. Landlord hereby accepts this instrument as such notice. Tenant will pay the third extension fee of $7,500.00 on or before October 17, 2011, Except as modified by the First and Second Amendments, the Lease shall remain in full force and effect in accordance with its provisions. Initially capitalized terms used but not defined herein shall have the meanings given them under the Lease. This instrument may be executed in counterparts, which together shall constitute one and the same instrument. Either party may make legal delivery of its signed counterpart by e-mail or facsimile transmission of a copy thereof. Dated this 13 day of October, 2011. LANDLORD; TENANT: BURGER AVENUE INVESTMENTS, LLP J.D. CARPENTER COWAN By: H � 9111.3 Bv: • Davi L. Osborn, Date ► • -. r, /' Date Managing Partner Z - ./pc, O/ (0017,1c 7 1 4#J4 7S4&. - NOTICE OF SECOND EXTENSION OF ENTITLEMENTS PERIOD AND SECOND AMENDMENT TO LEASE Landlord, Burger Avenue Investments, LLP, a Colorado registered limited liability partnership, and Tenant, J.D. Carpenter Companies, Inc., entered into a Ground Lease for 3914 Colorado Hwy 119, Longmont, Colorado, dated February 15, 2011 (the "Lease"). Section 2(d) of the Lease provides that if the Development Approvals and Permits are not obtained by I80 days after the execution of the Lease (August 15, 2011, since August 14, 2011, is a Sunday), Tenant shall have the right to extend the Entitlements Period for three (3) successive thirty (30) day periods. The parties executed a Notice of First Extension of Entitlements Period and Amendment to Lease dated as of August 11, 2011 (the "First Amendment"), which implemented the first 30 -day extension of the Entitlements Period, extending it until September 15, 2011. Tenant hereby gives Landlord notice that it is extending the Entitlements Period for its second additional thirty (30) days to and including October 17, 2011 (October 15, 2011 is a Saturday). Landlord hereby accepts this instrument as such notice. Tenant reserves the right to further extend the Entitlements Period as provided in Section 2(d) of the Lease. Tenant previously deposited with Landlord the sum of $15,000 pursuant to Section 3(i) of the Lease as pre -paid rent. Landlord and Tenant acknowledge that under Section 2(d) of the Lease, the extension fee for this second extension of the Entitlements Period is $7500.00 and is non-refundable subject to the terms of Section 9(a) of the Lease. Landlord and Tenant now further agree that Landlord shall apply $7500.00 of the aforesaid $15,000 payment for this second extension period in satisfaction of the required extension fee, and shall deduct that sum from pre -paid rent, leaving the sum of $0 as pre -paid rent. Should both the Entitlements Condition and Permits Condition be satisfied, within five (5) business days thereafter Tenant will re -deposit the $15,000 prepaid rent, which will be applied to Basic Rent payments next owing. Except as modified hereby and by the First Amendment, the Lease shall remain in full force and effect in accordance with its provisions. Initially capitalized terms used but not defined herein shall have the meanings given them under the Lease. This agreement may be executed in counterparts, which together shall constitute one and the same instrument. Either party may make legal delivery of its signed counterpart by e-mail or facsimile transmission of a copy thereof. .Dated this 15th day of September, 2011. LANDLORD: TENANT: BURGER AVENUE INVESTMENTS, LLP J.D. CARPENTER COMPANIE By: David L. Osborn, Date Managing Partner 902152 ve C President NOTICE OF SECOND EXTENSION OF ENTITLEMENTS PERIOD AND SECOND AMENDMENT TO LEASE Landlord, Burger Avenue Investments, LLP, a Colorado registered limited liability partnership, and Tenant, J.D. Carpenter Companies, Inc., entered into a Ground Lease for 3914 Colorado Hwy 119, Longmont, Colorado, dated February 15, 2011 (the "Lease"). Section 2(d) of the Lease provides that if the Development Approvals and Permits are not obtained by 180 days after the execution of the Lease (August 15, 2011, since August 14, 2011, is a Sunday), Tenant shall have the right to extend the Entitlements Period for three (3) suenessive thirty (30) day periods. The parties executed a Notice of First Extension of Entitlements Period and Amendment to Lease dated as of August 11, 2011 (the "First Amendment"), which implemented the first 30 -day extension of the Entitlements Period, extending it until September 15, 2011. Tenant hereby gives Landlord notice that it is extending the Entitlements Period for its second additional thirty (30) days to. and including October 17, 2011 (October 15, 2011 is a Saturday). Landlord hereby accepts this instrument as such notice. Tenant reserves the right to further extend the Entitlements Period as provided in Section 2(d) of the Lease. Tenant previously deposited with Landlord the sum of $15,000 pursuant to Section 3(i) of the Lease as pre -paid rent. Landlord and Tenant acknowledge that under Section 2(d) of the Lease, the extension fee for this second extension of the Entitlements Period is $7500.00 and is non-refundable subject to the terms of Section 9(a) of the Lease. Landlord and Tenant now further agree that Landlord shall apply $7500.00 of the aforesaid $15,000 payment for this second extension period in satisfaction of the required extension fee, and shall deduct that sum from pm -paid rent, leaving the sum of $0 as pre -paid rent. Should both the Entitlements Condition and Permits Condition be satisfied, within five (5) business days thereafter Tenant will re -deposit the $15,000 prepaid rent, which will be applied to Basic Rent payments next owing. Except as modified hereby and by the First Amendment, the Lease shall remain in full force and effect in accordance with its provisions. Initially capitalized terms used but not defined herein shall have the meanings given them under the Lease. This agreement may be executed in counterparts, which together shall constitute one and the same instrument. Either party may make legal delivery of its signed counterpart by e-mail or facsimile transmission of a copy thereof. Dated this 15th day of September, 2011. LANDLORD: TENANT: BURGER AVENUE INVESTMENTS, LLP J.D. CARPENTER COMPANIES, INC. B 90720,2 Ai" 2 - avid L. Osborn, Managing Partner I By: Date Dave Carpenter, President Date GROUND LEASE FOR 3914 COLORADO HWY 119, LONGMONT, COLORADO THIS GROUND LEASE (this "Lease") is entered into effective as of the` day of February, 2011 (the "Effective Date"), by and between BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership, having an office for the transaction of business at 217 West Olive St., Fort Collins, Colorado 80521 ("Landlord"), and J.D. CARPENTER COMPANIES, INC., an Iowa corporation, having an office for the transaction of business at 4060 NW Urbandale Drive, Urbandale, Iowa 50322 ("Tenant"). WITNESSETH: In consideration of Ten Dollars ($10.00), and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by Landlord and Tenant, and the mutual covenants contained herein, and intending to be legally bound hereby, Landlord and Tenant hereby agree with each other as follows: Section 1. Demised Premises; Agreement to Lease. Landlord is the owner of certain real property located in unincorporated Weld County, Colorado, having an address of 3914 Colorado Highway 119, Longmont, Colorado, being more and legally described on Exhibit "A" attached hereto and by this reference made a part hereof (the "Demised Premises"). Landlord hereby agrees to lease and demise the Demised Premises to Tenant, and Tenant hereby agrees to lease the Demised Premises from Landlord, in accordance with and subject to the terms and provisions of this Lease. Section 2. Term; Conditions to Commencement. (a) For the period of 60 days after the Effective Date (the "Due Diligence Period"), Tenant will have the right to conduct investigations, testing, inspections and evaluations of any and all matters that may affect the Demised Premises and its development, possession, use and enjoyment, including, without limitation, the environmental condition and other aspects of physical condition. In the event Tenant, in its discretion and at its election, and with or without cause, determines that Tenant is dissatisfied with the Demised Premises or otherwise does not want to proceed with the transaction under this Lease, then Tenant may terminate this Lease on or before the end of the Due Diligence Period (the "Due Diligence Condition") by giving Landlord notice thereof. If such notice is timely given, the parties shall be relieved of all further obligations under this Lease, except for accrued obligations that by their terms survive termination. (i) Upon the expiration or termination of this Lease, Tenant shall promptly deliver to Landlord (A) all documents and materials relating to the Demised Premises previously delivered to Tenant by Landlord (provided that Tenant at its election may retain its own copies for its files), and (B) copies of all reports and studies originated or received by Tenant during the Due Diligence Period or Entitlements Period (hereinafter defined) concerning the Demised Premises. However, in the event Tenant raises any concerns with Landlord regarding any ostensible environmental conditions affecting the Demised Premises, in connection therewith 9642!6.7 Tenant shall give Landlord copies of any environmental audits or reports produced on behalf of Tenant that reflect such conditions (and Landlord shall maintain such conditions as confidential without disclosure to other parties, to the fullest extent permitted by law, so long as this Lease remains in effect). (ii) Within five (5) business days after the Effective Date, Landlord shall furnish to Tenant copies of any and all material studies, evaluations, and reports and other materials concerning soils, environmental status, physical condition or other characteristics or matters pertaining to the Demised Premises, and appraisals, plans, specifications or other materials pertaining to the value, development, use and enjoyment of the Demised Premises, to the extent in Landlord's possession. (iii) Tenant shall bear the cost of all of Tenant's inspections, tests, and evaluations of the Demised Premises. Tenant, and Tenant's agents, contractors, and employees, (A) shall not injure or otherwise cause bodily harm to Landlord or Landlord's agents, contractors, or employees, (B) shall promptly pay, when due, the cost of all inspections, tests, and evaluations done with respect to the Demised Premises, (C) in accordance with Section 12 hereof, shall secure the discharge of any liens that attach to the Demised Premises by reason of the exercise of Tenant's rights hereunder, and (D) shall restore the Demised Premises to the condition in which the Demised Premises existed before any such inspections, tests, or evaluations (subject to the effect of the Facilities and Improvements if this Lease proceeds). Tenant shall indemnify and hold Landlord harmless from and against any and all liability, loss, damage, costs, and expenses (including reasonable attorneys' fees, and including payments made by Landlord to release mechanic's liens filed against the Demised Premises) which Landlord may suffer as the result of claims, demands, costs, and/or judgments against Landlord arising out of or in any way in connection with Tenant's inspection activities, unless resulting from Landlord's affirmative actions constituting negligence or other breach of any legal duty, and provided that Tenant will have a first right to defend and satisfy any such claims or demands. Tenant will not, however, be liable for any disturbance of any hazardous materials that may be located on the Demised Premises so long as Tenant exercises reasonable care to avoid such disturbances. Notwithstanding any provision of this Lease to the contrary, no termination of this Lease shall terminate Tenant's obligations pursuant to this Section. The parties hereto expressly acknowledge and agree that while Tenant may elect to terminate this Lease pursuant to this Section 2(a) based on the status of Landlord's title to the Demised Premises (without otherwise limiting the scope of Tenant's termination rights under this Section 2(a)), Landlord's duties and responsibilities with respect to satisfying or curing title defects or Tenant's objections to title are set forth in, and controlled by, Section 26 hereinafter. (b) In addition to the Due Diligence Condition, Tenant shall have the right and condition in its favor during the Entitlements Period (defined below) to obtain all requisite final zoning, subdivision, land use, development, building permit and other approvals from Weld County and any other applicable governmental or quasi -governmental authority (including, without limitation, utility suppliers) for the construction, occupancy, operation, use and enjoyment of the Facilities on the Demised Premises, such approvals to be satisfactory to Tenant (the "Entitlements Condition"). Those requisite approvals ("Development Approvals") will not be regarded as final and having been obtained unless and until any related appeal or referendum rights have expired without any such appeal or referendum having been 96@!6.7 2 commenced. The Entitlements Period will commence on the Effective Date and expire one hundred eighty (180) days after the Effective Date (unless extended as hereinafter set forth), or any earlier date that all requisite Development Approvals and Permits (hereinafter defined) have been obtained. Tenant, at its election, may terminate this Lease for a failure of the Entitlements Condition by giving Landlord written notice thereof at any time within two (2) business days after the last day of the Entitlements Period. If such notice is timely given, the parties shall be relieved of all further obligations and duties under this Lease arising thereafter, except those accrued obligations and duties that by their terms survive termination. If Tenant in its business judgment determines during the Entitlements Period that the requisite Development Approvals or any Permits will not be obtained, Tenant may give the foregoing termination notice at that time. Provided Landlord does not incur any out-of-pocket expense or liability in connection therewith, Landlord shall be obligated to join in and execute any applications or related documents as required by any applicable authority or as reasonably requested by Tenant in the process of pursuing Development Approvals, provided that in the event such applications irrevocably restrict the Property to Convenience Store Uses, and Tenant then terminates this Lease pursuant to this Section 2(a) or Section 8 below, then Tenant will be obligated at its expense to obtain the vacation or rescission of that restriction. (c) If this Lease is terminated by Tenant for failure of the Entitlements Condition, upon such termination Tenant shall pay Landlord the sum of $3,750.00 for each successive 30 -day period within the Entitlements Period (excluding any extension periods as set forth below) which has passed, in whole or in part, following the end of the Due Diligence Period and prior to the date of the Lease termination. Payments pursuant to this Section 2(c) shall be non-refundable and the property of Landlord (subject, however, to Section 9(a) below). (d) Tenant shall have options to extend the Entitlements Period for three (3) successive 30 -day periods, each of which may be exercised by Tenant giving Landlord notice thereof at any time on or before the last day of the then outstanding Entitlements Period (references herein to the Entitlements Period shall mean the same as it may be so extended). Upon any exercise of the option for each extension, Tenant shall pay Landlord the sum of $7,500.00, which payment will be non-refundable and the property of Landlord regardless of whether the Entitlements Condition is satisfied (subject, however, to Section 9(a) below). Any such Entitlements Period extension payments shall not be credited against Basic Rent. (e) The term of this Lease shall commence on the fifth business day following the satisfaction of the Entitlements Condition (the "Rent Commencement Date"). (f) The initial term of this Lease shall be for the period that is substantially fifteen (15) years, beginning on the Rent Commencement Date and terminating on the last day of the 180 full calendar month following the Rent Commencement Date, unless sooner terminated or extended as herein provided. So long as Tenant is not in default of any of its obligations under this Lease, Tenant shall have the right, at its option, to extend the term of this Lease for four (4) additional, consecutive periods of five (5) years each, at the Rent (as hereinafter defined) and upon all of the other terms, conditions, covenants and provisions set forth herein; provided, however, that Tenant may only extend the term of this Lease by giving Landlord written notice of each such extension on or prior to a date which is six (6) months before the expiration of the initial term of this Lease or the then outstanding extension period, 9642867 3 as the case may be. The expression "term of this Lease" or similar references as hereinafter used shall mean and refer to the initial term of this Lease and any extensions thereof that have been exercised by Tenant, as the context may permit or require. The term "lease year" shall mean calendar years within the term of this Lease, with the first lease year to mean the fractional calendar year running from the Rent Commencement Date through December 31 of that year, and the last lease year to mean the fractional calendar year running from January 1 through the last day of the term of this Lease. (g) The Due Diligence Condition and Entitlements Condition shall be cumulative with and not limit the "Permits Condition" established under Section 8 below. Section 3. Rent. (a) Tenant covenants and agrees to pay Landlord for the Demised Premises, without offset or deduction (except as set forth in Section 27(d) below), and without previous demand therefor, Basic Rent at the rates hereinafter set forth from the Rent Commencement Date and thereafter throughout the term of this Lease ("Basic Rent"). All Basic Rent shall be payable by Tenant in equal monthly installments on the first day of each and every calendar month. The Basic Rent payable each month during the term of this Lease (with the initial fractional calendar month to be allocated to Year 1) shall be as follows: Initial Term Years 1-5 Years 6-10 Years 11-15 Extended Term (as applicable) Years 16-20 Years 21-25 Years 26-30 Years 31-35 Monthly Basic Rent $7,500.00 $8,250.00 $9,075.00 Monthly Basic Rent $9,982.00 $10,980.00 $12,078.00 $13,286.00 For purposes of applying the Basic Rent to the "Years" referenced above, the first such Year will commence on the Rent Commencement Date and expire one year after the last day of the calendar month in which the Rent Commencement Date falls, and each succeeding Year will expire one year after the last day of the preceding Year. (b) As used herein, the term "Additional Rent" shall mean amounts required to be paid by Tenant under the terms of this Lease other than Basic Rent or Percentage Rent (hereinafter defined). The term "Rent" shall be deemed to include the Basic Rent, Percentage Rent and all Additional Rent payable by Tenant to Landlord hereunder. (c) "Retail merchandise sales" is defined as the receipts received by Tenant from sales of Tenant's inventory (physical goods or products held for resale) in the ordinary course 964216.7 4 of Tenant's business conducted on the Demised Premises, whether for cash or credit, but specifically excluding and net of (i) gasoline sales, (ii) revenues from car wash, lottery sales, sales of gift certificates, issuances of money orders, or other services or functions not entailing sales of Tenant's inventory, (iii) revenues of any subtenants, licensees or concessionaires of Tenant, each occupying only a portion of the Demised Premises (provided that any subrents or license or concession charges collected by Tenant from such parties will be included in retail merchandise sales), (iv) merchandise or inventory returned to suppliers or manufacturers, (v) sales or similar taxes that Tenant collects from retail sales for remittance to or for the benefit of any governmental authority, (vi) any refunds on returned merchandise or inventory, and (viii) any sales of fixtures, equipment, supplies or goods in the Demised Premises that do not constitute part of Tenant's inventory. (d) In addition to the Basic Rent, Tenant will pay Landlord "Percentage Rent" equal to 3.5% of the excess, if any, during any lease year of (i) Tenant's retail merchandise sales in the Demised Premises over (ii) the amount of $1,650,000.00, which amount will be subject to 10% compounded increases at the end of every five-year period within the term of this Lease (the "Breakpoint"). For any fractional lease year within the ieim of this Lease, the applicable Breakpoint amount will be prorated on a per diem basis. (e) Tenant shall keep and maintain full, complete and accurate records of all retail merchandise sales, as defined in this Lease, together with supporting records that are generated by Tenant in the ordinary course of business and as required by law, which may include excise tax reports, state sales tax reports, gross income tax reports, and cash register tapes. The records shall be kept in accordance with Tenant's accounting practices employed in the ordinary course of Tenant's business, and the records for a given lease year shall be preserved by Tenant for a period of three (3) years after the close of the lease year. These records shall be made available to Landlord, or a representative of Landlord, on reasonable notice at the office of Tenant in the State of Colorado, or if Tenant has no office in the State of Colorado, at the Demised Premises. (i) On or before the 20th day after written request from Landlord, Tenant shall deliver to Landlord, at the place then fixed for the payment of Rent, a written statement, signed and certified by Tenant to be accurate, of retail merchandise sales made during the calendar month preceding the giving of the notice and a true copy of any corresponding sales tax report covering that same calendar month and filed by Tenant with anygovernmental agencies,as required by law, prior to Tenant's delivery. (Landlord specifically acknowledges that sales tax reports may vary from the statements and accountings of retail merchandise sales, because of the disparate inclusions in each.) In addition thereto, within ninety (90) days of the close of each lease year during the term of this Lease, Tenant shall deliver to Landlord a statement certified by Tenant, showing retail merchandise sales made during the preceding lease year and a calculation of the amount of Percentage Rent due Landlord (the "Annual Statement"). (ii) Tenant shall pay to Landlord, simultaneously with the delivery of the annual statement, any amount that may be due and payable as Percentage Rent for the prior lease year. Landlord, through a certified public accountant engaged by Landlord, shall have the right on reasonable notice to Tenant to examine all pertinent books and records of Tenant for the purpose of verifying the actual amount of retail merchandise sales as defined in this Lease for the 964216.7 5 pertinent lease year. The results of the examination and audit shall be certified as accurate to Landlord and Tenant by Landlord's certified public accountant. All expenses of examination shall be paid for by Landlord, unless the examination shall disclose an additional unpaid Percentage Rent liability for the pertinent lease year of greater than $1,000.00, in which case Landlord's out-of-pocket costs of the examination shall be paid by Tenant (such additional liability will be subject, however, to verification and confirmation between Landlord and Tenant). (iii) Landlord shall have the right to accept and apply on account any amount tendered by Tenant as payment in full of all or any portion of the Percentage Rent without prejudicing Landlord's right to recover the full correct amount, after reduction by the amount so accepted and applied on account. Tenant waives the right to insist on any condition of any such tender that it be accepted in full, if at all. (iv) If Landlord's audit or examination of the records of Tenant reveals Tenant has not paid the proper amount of Percentage Rent, any increase of Percentage Rent resulting from the audit shall be paid by Tenant within 30 days after Tenant has received a copy of the audit or examination (such increase will be subject, however, to verification and confirmation between Landlord and Tenant). (v) If Tenant fails to prepare and deliver any monthly statement or Annual Statement required by this Section 3(e) within the time specified, Landlord may elect to treat Tenant's failure as a substantial breach of this Lease, and Landlord shall be entitled to exercise its remedies hereunder after Landlord has given to Tenant 30 days' written notice to submit such statement. If Tenant fails to prepare and deliver the statement after receiving the notice from Landlord, Landlord may elect to make an audit of all the books and records of Tenant, including Tenant's bank account, which in any way pertain to or show retail merchandise sales as defined by this Lease, and to prepare the statement or statements that Tenant has failed to prepare and deliver. (vi) Any such audit shall be made and any such statement and statements shall be prepared by a certified public accountant selected by Landlord. The statement or statements so prepared shall be conclusive on Tenant, provided they are prepared in good faith and certified to Tenant by Landlord's certified public accountant, and Tenant shall be required to pay all expenses.. of any such audit. Nevertheless, if Tenant's. failure to deliver any monthly or annual statement is due to the partial or total destruction of the books or records of Tenant by fire or other cause beyond the control of Tenant, Tenant shall have a reasonable time after destruction to assemble the information necessary to prepare any statement or statements and deliver them to Landlord. (f) In the event that Rent commences hereunder on other than the first day of a calendar month, or if the last day of the term of this Lease is other than the last day of a calendar month, the Rent due hereunder for the first and/or last partial month, as the case may be, shall be prorated on a daily basis. (g) No security deposit shall be required to be paid by Tenant in connection with this Lease. 960206.7 6 (i) On the mutual execution of this Lease, Tenant shall deposit with Landlord $15,000.00 as prepaid rent. If Tenant terminates this Lease pursuant to the Due Diligence Condition, the Entitlements Condition or the Permits Condition, then the $15,000.00, less any obligations due from Tenant to Landlord pursuant to Section 2(c), shall be promptly returned to Tenant. If this Lease is not so terminated, and the term of this Lease commences, the $15,000.00 shall be fully applied to Tenant's Basic Rent obligations hereunder. By his execution of this Lease on behalf of Landlord, David L. Osborn, a practicing attorney and in his individual capacity, agrees that he will be responsible to hold and account for the $15,000 deposit or portions thereof that remain subject to return to Tenant under the foregoing provisions from time to time. Section 4. Place of Payment. All amounts payable under Section 3 of this Lease, as well as all other amounts payable by Tenant to Landlord under the terms of this Lease, shall be paid at the office of Landlord set forth above, or at such other place as Landlord may from time to time designate by at least ten (10) business days' prior written notice to Tenant, in lawful money of the United States which shall be legal tender for the payment of all debts and dues, public and private, at the time of payment. Section 5. Rent to be Net to landlord. It is the intent of the parties that the Rent provided in this Lease will be a net payment to Landlord and that, except as expressly provided in this Lease, Landlord will not be required to pay any costs or expenses accruing during the term of this Lease or provide any services in connection with the Demised Premises during the term of this Lease, and Tenant will bear all costs and expenses relating to the Demised Premises accruing during the term of this Lease. Accordingly, except for those expenses and obligations which Landlord has expressly agreed to bear pursuant to this Lease, Tenant covenants and agrees to pay, in addition to Basic Rent and the Percentage Rent, as Additional Rent all costs and expenses relating to the Demised Premises which accrue during or are allocable to the term of this Lease, including, without limitation: (a) real and personal property taxes and assessments as hereinafter provided; (b) insurance premiums for coverage required of Tenant hereunder; (c) utility charges; and (d) the costs and expenses of maintaining and repairing the Improvements (as defined in Section 9(e) herein) and ground (landscaping, paving, etc.). In connection with any Additional Rent items accrued from time to time for which a specific due date is not established under the other provisions hereof, such items shall be due and payable by Tenant within ten (10) days after notice of demand from Landlord. All costs, expenses and liabilities associated -with the Demised Premises that arise or accrue prior to the commencement of the term of this Lease shall be borne solely by the Landlord, and the Tenant will not have any obligation therefor (the foregoing being subject to and without limitation, however, on Tenant's obligations under Section 2(a)(iii) above). Section 6. Use of Demised Premises. (a) Tenant shall initially develop the Demised Premises as a multi -purpose retail convenience store facility incorporating a retail gasoline sales center and car wash (the "Convenience Store Uses"). The Convenience Store Uses may at Tenant's election further include a "fast food" or other form of restaurant operation and/or other uses associated with convenience store operations from time to time, as determined by Tenant in its ordinary business judgment, and if zoning so allows. The Demised Premises may otherwise be used for 9642$6.7 7 any other lawful uses or purposes, provided that alternative uses will be subject to the prior approval of Landlord, not to be unreasonably withheld. Tenant covenants and agrees that within thirty (30) days after the issuance of a certificate of occupancy and all requisite Permits (as hereinafter set forth), Tenant will commence its business operations upon the Demised Premises and continue such operations thereafter at all times (subject to the other provisions hereof) pursuant to operating standards that are materially consistent with "best of class" for convenience store retail operators in the Front Range area of Northern Colorado (the "Convenience Store Standard"). If uses other than Convenience Store Uses are permitted under this Section 6(a), such uses shall not be subject to the Convenience Store Standard. (b) Tenant shall, from and after commencement of operations, conduct and carry on Tenant's business in the Demised Premises during the usual business hours of each and every business day as is customary for businesses of like character in the area in which the Demised Premises are located, as determined by Tenant in its ordinary business judgment applied consistently with the Convenience Store Standard (as applicable); provided, however, that this provision shall not apply if the Demised Premises should be closed and the business of Tenant temporarily discontinued therein on account of strikes, lockouts or similar causes beyond the control of Tenant, any casualty or condemnation, alterations of the Improvements pursuant to Section 10 below, Force Majeure (as set forth in Section 45 below), or other causes as otherwise provided herein ("Excused Closures"). Tenant shall keep the Demised Premises adequately stocked with products and/or merchandise, and with sufficient personnel to care for the patronage, and to conduct said business in accordance with sound business practices, as determined by Tenant in its ordinary business judgment applied consistently with the Convenience Store Standard (as applicable). (c) In the event of default by Tenant of any of the conditions contained in Section 6(b), Landlord shall have, in addition to any and all remedies herein provided, the right at its option to collect not only the Rent herein provided, but supplemental rent at the rate of One Percent (1%) of the monthly Basic Rent herein provided for each and every day that Tenant shall fail to conduct its business in accordance with the provisions hereof; such supplemental rent shall be deemed to be liquidated damages for Tenant's failure to conduct its business as herein provided. Tenant agrees that such liquidated damages are a reasonable estimate of damages, enforceable in accordance with the terms of this Section 6(c), and that such do not constitute a penalty. If Tenant ceases business operations for more than thirty (30) consecutive days (other than as a result of Excused Closures), Landlord shall have the right (by providing Tenant with thirty (30) days written notice thereof (the "Recapture Notice")) to "recapture" the Demised Premises. In the event Tenant does not resume its business operations within the 30 -day period after the giving of the Recapture Notice, then this Lease will terminate upon the expiration of that 30 -day period, and thereupon the parties shall be relieved from all further obligations and duties hereunder, with the exception of those that have accrued prior to such termination. (d) Tenant accepts the Demised Premises in their "As Is Where Is" condition. 96486.7 8 Section 7. Tax Expenses. (a) Tenant shall, during the term of this Lease, as Additional Rent, pay and discharge punctually, as and when the same shall become due and payable, all taxes and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, which accrue from and after the Rent Commencement Date during the term of this Lease and which shall or may be charged, levied, laid, assessed, imposed, become due and payable, or liens upon or for or with respect to the Demised Premises or any part thereof, or any buildings, appurtenances or equipment owned by Tenant thereon or therein or any part thereof, together with all interest and penalties thereon incurred as a result of Tenant's failure to timely pay any bill received by Tenant prior to its due date (if Tenant is responsible therefor), under or by virtue of all present or future laws, ordinances, requirements, orders, directives, rules or regulations of the federal, state and county governments and of all other governmental authorities whatsoever with jurisdiction for the taxation of real property (all of the foregoing being hereinafter referred to as "Taxes"). The annual Colorado ad valorem property taxes allocable to the term shall be those for each lease year, payable the following year. Landlord specifically acknowledges and agrees that the Taxes shall not include, and Tenant shall not be obligated to pay, as Additional Rent or otherwise, any local, state or federal income, franchise, inheritance or estate tax of Landlord or any of its principals, or any tax imposed, levied or assessed with respect to or because of the income, appreciation or other benefit derived by Landlord or any of its principals from or by virtue of the Rent or this Lease or the estate of Landlord under this Lease, whether arising under present or future applicable laws and regulations. However, and notwithstanding anything to the contrary contained herein, in the event any future laws ever impose any "rent" tax on Rents as a gross income or revenue source that is specifically allocated to and binding upon tenants or lessees (a "Tenant Rent Tax"), then such Tenant Rent Tax applicable to the Rent hereunder will be paid by the Tenant. Landlord further acknowledges and agrees that any Taxes, assessments and other governmental impositions or levies of any nature accruing during or attributable to any period prior to the Rent Commencement Date shall be the sole obligation of and paid in full by Landlord. In addition to Tenant's obligation to pay the Taxes, Tenant shall be liable for and shall pay (i) all taxes levied against Tenant's personal property, furnishings, equipment, trade fixtures and all other personal property in the Demised Premises during the term of this Lease, and (ii) all taxes, including, without limitation, sales taxes, worker's compensation, general license, or franchise taxes and Tenant Rent Taxes, if any, which may be required for, or applicable to, the conduct of Tenant's business (provided that Tenant may contest any such taxes in good faith). (b) Tenant shall be deemed to have complied with the covenants of this Section 7 if payment of such Taxes shall have been made within any period allowed either by law or by the governmental authority imposing the same during which payment is permitted without penalty or interest, and Tenant shall produce and exhibit to Landlord satisfactory evidence of such payment, if Landlord shall demand the same in writing. (c) All such Taxes which shall become payable for each of the calendar years in which the term of this Lease commences and terminates shall be apportioned pro -rata between Landlord and Tenant in accordance with the respective portions of such years during which such term shall be in effect. Landlord shall immediately remit to Tenant any bills for Taxes that Landlord receives. In the event any of said Taxes are payable in installments, Tenant may pay %42!67 9 the same as such installments become due and payable. Any special assessments for public improvements shall be actually paid or deemed, for purposes of this Lease, to be payable in installments over the longest period and otherwise based on the most favorable terms permitted by law, with the Taxes to include the portions thereof accruing during the term; if any special assessments actually become payable on less favorable terms, Landlord shall pay the special assessments directly, and Tenant will then reimburse the special assessments to Landlord based on the deemed payment terms. (d) Tenant or its designees shall have the right to contest or review all such Taxes by legal proceedings, or in such other manner as it may deem suitable (which, if instituted, Tenant or its designees shall conduct promptly at its own cost and expense and free of any out-of- pocket expense to Landlord, and, if necessary, in the name of and with the cooperation of Landlord and Landlord shall execute all documents necessary to accomplish the foregoing). Notwithstanding the foregoing, Tenant shall promptly pay all such Taxes if at any time the Demised Premises or any part thereof shall then be immediately subject to forfeiture, or if Landlord shall be subject to any criminal liability arising out of the non-payment thereof. Tenant will indemnify and hold Landlord harmless from and against any claims, costs, losses and the like arising out of or in connection with any tax contest by Tenant. If Tenant fails to initiate or prosecute such proceedings, Landlord may take such action at Landlord's cost, and subject to the same obligations and requirements as are applicable to Tenant under the foregoing provisions for any such proceedings undertaken by Tenant. Section 8. Conditions to Tenant's Obligations. The obligations of Tenant under this Lease shall also be expressly subject to and conditioned upon the receipt by Tenant of all necessary business licenses and permits or other governmental authorizations (collectively, the "Permits") necessary for the operation of the Convenience Store Uses (the "Permits Condition"). The requisite Permits will include, without limitation, all signage, health, sales tax, alcoholic beverage sales and other licenses, permits and approvals deemed necessary by Tenant in connection with Tenant's intended operation of the Demised Premises for the Convenience Store Uses. Tenant agrees to complete and submit applications for all such Permits within thirty (30) days after receipt of all Development Approvals requisite to commencing construction of the Improvements, or at any later time mandated by Weld County or commonly applicable under business practices prevailing in Weld County, and to thereafter use diligent efforts, by Tenant's exercise of its ordinary business judgment, to obtain such Permits in an expeditious manner. Notwithstanding the foregoing, Tenant at its election may terminate this Lease upon . written notice to Landlord in the event Tenant has not received all of its Permits within the Entitlements Period, as it may be extended under Section 2(d) above; provided, however, Tenant must do so by written notice to Landlord within two (2) business days after the last day of the Entitlements Period or any extension thereof, Upon any such termination of this Lease, any applicable Rents will be apportioned to the date such termination notice is given, and the parties will be released from all further obligations and duties under this Lease thereafter arising. Section 9. Construction of Improvements. (a) Tenant, at its sole expense, shall construct the Facilities and any other Improvements. All Facilities and Improvements shall be constructed by Tenant in compliance 464286., 10 with all then applicable building codes and ordinances and in material conformity with the final Concept Plans approved pursuant to the following provisions. (i) A schematic site plan and conceptual elevations for the Facilities (the "Concept Plans") shall be subject to Landlord's approval, which approval shall not be unreasonably withheld or conditioned. Landlord's approval will be deemed given unless Landlord gives Tenant written notice disapproving the Concept Plans within the Plan Review Period (defined below). If Landlord disapproves of the Concept Plans, Landlord shall provide Tenant in writing the specific reasons for such disapproval. The parties shall then work together to thereafter agree in writing on the Concept Plans. Any material change to Concept Plans approved by Landlord shall require Landlord's prior written approval, which approval shall not be unreasonably withheld or conditioned. Landlord agrees to respond to any request for approval of material changes in the Concept Plans (with reasons for any disapproval to be specified in writing) within the Plan Review Period, and if Landlord fails to respond to any request by Tenant for such approval within the Plan Review Period, such changes shall be deemed to be approved by Landlord; further provided, however, if such material changes are required by the applicable governmental authority in order for Tenant to receive its Development Approvals or Permits, Landlord's approval of such material changes shall not be required. (ii) In any case where Landlord has validly objected to the Concept Plans, as initially presented or modified, then Tenant may give notice under Section 2(a)(ii) above terminating this Lease for a failure of the Entitlements Condition if Tenant determines that the parties will not be able to reach agreement resolving Landlord's objections. If the Lease is so terminated for a failure of Landlord's required approval of the Concept Plans, then the termination payments under Section 2(c) will not be owing, and any extension payments theretofore made under Section 2(d) will be refunded to Tenant. Prior to the commencement of construction of the initial Facilities, Tenant shall demonstrate to Landlord, by presenting bank statement(s) or other evidence, that Tenant then has cash resources available at least equal to 110% of Tenant's budgeted construction costs for the initial Facilities. The "Plan Review Period" shall mean the period of five (5) business days after Landlord's receipt of the proposed Concept Plans or material changes thereto, as the case may be, provided that if upon receipt, David Osborn (a principal of Landlord) is traveling and temporarily away from his offices for business or personal reasons, then the Plan Review Period shall be ten (10) business days after such receipt by Landlord. (b) Tenant shall diligently work to complete the Facilities within six (6) months after the Rent Commencement Date, subject to delays caused by Force Majeure events. In connection with construction, Force Majeure events will specifically include, without limitation, any failure of governmental authorities to issue any remaining Development Approvals or Permits requisite to construction or completion; the discovery of conditions on or in the Demised Premises that obstruct or impede construction (e.g., adverse soils conditions, environmental contamination, or legally protected species habitat or burial sites); or any failure of performance by any architects, engineers, general contractors, or other contractors, subcontractors, suppliers or materialmen engaged by, through or under Tenant. (c) Tenant shall construct the initial Facilities from its own equity resources. Tenant represents to Landlord that Tenant's financial statements and information heretofore provided 96,716.7 11 by Tenant to Landlord are accurate and complete in all material respects and fairly present the financial condition of Tenant as of the dates thereof and for the periods covered thereby, as applicable. (d) Not later than ten (10) days prior to the commencement of construction of the Facilities, Tenant shall provide Landlord with the name of Tenant's general contractor, and allow Landlord to post the Demised Premises for non -liability for mechanic's liens in compliance with Colorado law. During construction, Tenant shall allow Landlord to keep such non -liability notice conspicuously posted. Tenant shall not seek any mortgage financing for its improvements until the initial Facilities are completed or a Certificate of Occupancy has been issued by Weld County. If Landlord ever intends, in good faith, to either sell or mortgage the Demised Premises to or with a third -party purchaser or mortgagee, Tenant agrees, within ten (10) business days after a demand notice from Landlord, to furnish Landlord with such financial statements of Tenant that Landlord may specify in reasonable detail and that have been prepared by or on behalf of Tenant for the two (2) years preceding (provided that Tenant shall not be required to furnish financial statements in any case where the proposed purchaser or mortgagee is a business competitor of Tenant, as reasonably determined by Tenant). Landlord agrees to keep such information confidential, and share it only in relation to the proposed transaction with its accountants, attorneys, banks, and the prospective third party purchaser or mortgagee, as applicable, of the Demised Premises, whom Landlord shall also bind to confidentiality and not suffer them to make further disclosures of such information to any other party. Following completion of the construction of the initial Facilities, Tenant shall furnish Landlord with copies of final mechanics' lien releases that Tenant's general contractor submits to Tenant. (e) The improvements to be initially constructed by Tenant on the Demised Premises will be constituted by a building containing approximately 4,500 square feet, together with gasoline tanks, lines, and dispensers comprising the gasoline retail sales center (the "Gasoline Facilities"), identity and other signage, and site improvements and other facilities serving or associated with the permitted uses for the Demised Premises (the initial improvements and facilities developed by Tenant being sometimes referred to herein as the "Facilities"). The parties specifically acknowledge that there are existing building and site improvements on the Demised Premises, and that in connection with the development of the initial Facilities, Tenant at its election may either (i) preserve, in whole or in part, and alter and remodel those existing improvements, or (ii) demolish those existing improvements (only after first obtaining all Development Approvals) and proceed with the Facilities as a whole new development; Tenant may pursue Development Approvals accordingly depending on the election that Tenant makes. The Facilities and other improvements located from time to time on the Demised Premises are sometimes referred to herein as the "Improvements." Section 10. Repairs and Alterations to Improvements. (a) Tenant shall, at all times during the term of this Lease, and at its own cost and expense, keep and maintain or cause to be kept or maintained all buildings and improvements at any time erected on the Demised Premises in a good condition and repair, ordinary wear and tear excepted, that is materially consistent with the Convenience Store Standard as applicable. Unless expressly provided herein, Landlord shall not be required to furnish any services or 964226.7 12 facilities or to make any improvements, repairs or alterations in or to the Demised Premises during the term of this Lease. (b) Tenant may, at its own cost and expense, at any time and from time to time, alter, add to, change, demolish, remove and replace any of the buildings and improvements on the Demised Premises as Tenant may deem desirable, provided that (i) any such demolition, alterations, changes, additions or replacements shall be in compliance with all applicable building codes and ordinances, (ii) any such alterations, changes or additions that do not require Landlord's approval hereunder shall not materially and substantially reduce the value of the exterior Improvements constructed by Tenant, and (iii) in the event of any such demolition or removal of all or substantially all of the Improvements on the Demised Premises (and not due to a casualty or condemnation), Tenant shall provide Landlord with adequate security (reasonably covering projected replacement costs) for the subsequent replacement prior to demolition of the existing Improvements. The same shall be replaced with improvements of at least equal value to the Improvements so demolished or removed. Any alterations or improvements after Tenant's initial construction of the Demised Premises shall require Landlord's prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed) if such alterations or improvements (x) are to the exterior of Tenant's building and in any one instance entail a cost exceeding $100,000.00, or (y) would affect the structural integrity of Tenant's building (except for structural changes involved in an expansion), or entail the demolition of the building. Any alterations or improvements that do not satisfy the criteria set forth above shall not be subject to Landlord's prior approval. The foregoing threshold amount of $100,000.00 shall be increased as and when the Basic Rent incre c hereunder, and on the same basis (i.e., 10% compounded increases every five (5) years). The foregoing provisions of this Section 10(b) shall not, however, apply to or limit any maintenance, repairs, replacements or work in the ordinary course of Tenant's business for purposes of keeping or bringing the Improvements into good condition and repair, or of complying with applicable laws and regulations. Section 11. Ownership of Improvements. (a) Until the expiration or sooner termination of this Lease, title to any building or buildings or improvements situate or erected on or under the Demised Premises, the building equipment, the Gasoline Facilities and equipment and other items installed therein and thereon, and any alteration, change or addition thereto shall remain solely in Tenant; and Tenant alone shall beentitled to deduct all depreciation on Tenant''sincome tax returns for any such building or buildings, building equipment, Gasoline Facilities and equipment and/or other items, improvements, additions, changes or alterations (and such depreciation and other non -cash expenses shall not constitute any form of Additional Rent payable by Tenant). Upon the expiration or sooner termination of the term of this Lease, title to the Facilities and Improvements, including all buildings, improvements, Gasoline Facilities (except as hereinafter provided), equipment and fixtures (except for Tenant's personal property and trade fixtures as more fully discussed below) situate or erected on or under the Demised Premises shall vest in and become the full and absolute property of Landlord Tenant free and clear of all liens of any leasehold interests and without any compensation to Tenant. (b) Upon the expiration or sooner termination of the term of this Lease, Tenant shall quit and surrender to Landlord the Demised Premises, including the Improvements, Gasoline 96,136.7 13 Facilities, and all other buildings, improvements and fixtures then located thereon; provided, however, Tenant shall be permitted to remove Tenant's personal property and trade fixtures (which shall be and remain Tenant's property) within three (3) business days after surrender, and shall repair any damage to the Demised Premises and the Improvements caused by such removal. It is expressly agreed that the gas dispensers incorporated within the Gasoline Facilities constitute part of Tenant's trade fixtures and may at Tenant's election be removed and retained as Tenant's property. Upon Tenant's surrender of the Demised Premises, Tenant shall deliver possession of the Demised Premises in broom clean and safe condition, ordinary wear and tear, and damage caused by Landlord excepted. Tenant shall deliver to Landlord all keys to the Demised Premises within three (3) business days after Tenant's surrender of the Demised Premises. Notwithstanding anything to the contrary contained herein, Landlord shall have the right, in Landlord's sole discretion, to require that Tenant remove all Gasoline Facilities, so long as written notice of such election is given to Tenant not later than sixty (60) days after the expiration or sooner termination of the term of this Lease; provided, however, that if Landlord gives such notice after the expiration or termination of this Lease, Tenant shall not have the removal obligation if the Gasoline Facilities have been operated to any extent by Landlord or any party. This condition prohibiting such operations by Landlord or another party shall not apply, however, to minor testing of the Gasoline Facilities by Landlord to ascertain whether they are operable and in a condition that conforms with applicable laws, so long as (i) Landlord gives Tenant at least five (5) business days' prior notice of the testing so Tenant or its representative(s) may be present, and (ii) Landlord confers reasonably with Tenant on the scope and nature of the testing and implements the testing accordingly. Minor testing conducted in accordance with the foregoing will not impair Landlord's election to require removal of the Gasoline Facilities. If Landlord so elects, Tenant shall remove all Gasoline Facilities in strict compliance with applicable laws upon the expiration or termination of this Lease and provide Landlord with all appropriate documentation in accordance with existing laws and regulations. (c) Tenant shall also, upon expiration or earlier termination of this Lease, and at Tenant's sole expense, comply with all requirements of the appropriate governmental authorities regarding any conditions resulting from Tenant's operation of the Gasoline Facilities, except to the extent such requirements are for removal of the Gasoline Facilities and removal is not required under the foregoing provisions ("Tenant Remedial Measures"). Landlord agrees to permit Tenant, its employees, agents, consultants, and contractors, to enter onto the Demised Premises after expiration or termination of this Lease to the extent necessary to satisfy Tenant's obligations under this Section 11(c) or Section 11(b) above. Upon conclusion of the Tenant Remedial Measures, to the extent affected by the performance of the Tenant Remedial Measures, Tenant shall restore the Demised Premises to the condition substantially similar to that condition existing prior to the performance of the Tenant Remedial Measures, including, but not limited to, the refilling of any excavation performed in the course of the Tenant Remedial Measures. Section 12. Mechanic's and Materialmen's Liens. Tenant shall have no right, authority or power to bind Landlord or any interest of Landlord in the Demised Premises for any claim for labor or for material or for any other charge or expense incurred in constructing any Improvements or performing any alteration, renovation, repair, refurbishment or other work with regard thereto, nor to render Landlord's interest in the Demised Premises liable for any lien or right of lien for any labor, materials or other charge or expense incurred in connection therewith. 964296.7 14 Tenant shall not be considered the agent of Landlord in the construction, erection or operation of any Improvements. If any liens or claims for labor or materials supplied or claimed to have been supplied to the Demised Premises by, through or under Tenant are filed, Tenant shall diligently pursue the release or discharge thereof. Landlord may request that Tenant cause such lien(s) to be released or properly bonded within sixty (60) days after Tenant's receipt of written request therefor. In the event that Tenant has not secured a release of such lien(s) or has not posted an appropriate bond to release such lien(s) within such sixty (60) -day period, then Landlord shall be entitled to post a bond to release such lien(s) and the actual out-of-pocket costs incurred by Landlord in connection therewith shall be deemed as Additional Rent and payable to Landlord upon thirty (30) days' prior written notice. Section 13. Requirements of Public Authority. (a) During the term of this Lease, Tenant shall, at its own cost and expense, promptly observe and comply with all present and future laws, ordinances, requirements, orders, directives, rules and regulations of the federal, state, and county governments and of all other governmental authorities affecting Tenant's use and occupation of the Demised Premises or appurtenances thereto or any part thereof, whether the same are in force at the Rent Commencement Date or may in the future be passed, enacted or directed, and Tenant shall pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims and demands that may in any manner arise out of or be imposed because of the failure of Tenant to comply with the covenants of this Section 13. (b) Tenant shall have the right to contest by appropriate legal proceedings diligently conducted in good faith, in the name of Tenant or Landlord (as legally required), or both (if legally required), without out-of-pocket cost or expense to Landlord, the validity or application of any law, ordinance, rule, regulation or requirement of the nature referred to in Section 13(a) above, and if compliance therewith may legally be delayed pending the prosecution of any such proceeding, Tenant may delay such compliance therewith until the final determination of such proceeding. (c) In Landlord's reasonable discretion and after Tenant's prior written request, Landlord may agree to execute and deliver any appropriate papers or other instruments which may be necessary or proper to permit Tenant so to contest the validity or application of any such law,ordinance, order, directive, rule, regulation or requirement and to fully cooperate with Tenant in such contest It is agreed to by the parties hereto that it shall be reasonable for Landlord to refuse to execute and deliver any papers or other instruments necessary to assist Tenant in accordance with this Section 13 if Landlord determines, in its reasonable discretion, that doing so would not be in the best interests of Landlord's rights and interests in the Demised Premises. Section 14. Hazardous Materials. In connection with the Gasoline Facilities, Tenant shall take all measures available to Tenant during the term of this Lease for purposes of being eligible for compensation from the Colorado petroleum storage tank fund established pursuant to C.R.S. § 8-20.5-101, et seq. (the "Tank Fund Statute") in the event of any release of gasoline from the Gasoline Facilities prior to the expiration or termination of this Lease. (A "release" is defined by the Tank Fund Statute to include any spilling, leaking, emitting, discharging, 964266.7 15 escaping, leaching or disposing of a regulated substance from an underground storage tank, and regulated substances are defined to include petroleum.) With respect to any such release, Tenant agrees, at its expense, to comply with all requirements of the appropriate governmental authorities. Tenant shall indemnify Landlord against any claims, causes of action, liabilities, or damages incurred or suffered by Landlord in connection with any such release from the Gasoline Facilities occurring prior to the expiration or termination of this Lease, or any removal and disposal by Tenant of the Gasoline Facilities in connection with such expiration or termination, together with all costs and expenses, including reasonable attorneys' fees, incurred by Landlord in connection therewith. Notwithstanding any provision of this Lease to the contrary, no termination of this Lease shall terminate Tenant's obligations and responsibilities pursuant to this Section 14 accruing prior to the termination. Conversely, to the extent any Gasoline Facilities are left in place following the expiration or termination of this Lease pursuant to Section 11, then Landlord shall be responsible for any release occurring thereafter with respect to those remaining Gasoline Facilities, and shall defend and indemnify Tenant and save Tenant harmless from and against any claims, causes of action, liabilities or damages, together with related costs and expenses, including reasonable attorneys' fees, that Tenant may suffer or incur in connection with any such release for which Landlord is responsible. In that regard, upon the expiration or termination of this Lease, Landlord shall make such applications and submissions to the State of Colorado as may be necessary or appropriate to have Landlord replace Tenant in all respects as the registered party under Colorado law with respect to the Gasoline Facilities that remain on the Demised Premises, and specifically, without limitation, any underground storage tanks constituting part of the Gasoline Facilities. Tenant may conduct environmental audits during the Due Diligence Period and proximate to the end of the term of this Lease in order to establish a baseline record of existing conditions at each juncture. Tenant shall promptly provide copies of any such environmental audits to Landlord in accordance with Section 2(a)(i) above. Section 15. Access to Demised Premises. (a) Landlord or Landlord's agents and designees shall have the right, but not the obligation, to enter upon the Demised Premises at all reasonable times after reasonable notice to Tenant to examine same and to exhibit the Demised Premises to prospective purchasers and prospective tenants, but in the latter case only during the last three (3) months of the term of this Lease or any extension thereof. Notwithstanding anything contained in the foregoing sentence to the contrary, Landlord shall have the right to market the Demised Premises to prospective purchasers and prospective tenants during any time Tenant is in default under this Lease (subject to Tenant's interests under this Lease so long as they remain in effect). In connection with any such entry, Landlord will not cause or suffer any interference with the conduct of Tenant's business on or use or enjoyment of the Demised Premises. (b) Landlord, Landlord's agents, employees, contractors and designated representatives, and the holders of any mortgages or deeds of trust on the Demised Premises shall have the right to enter the Demised Premises at any time in the case of an emergency. (c) Prior to the Rent Commencement Date, Tenant and its agents, representatives and contractors, and others acting by or through them, shall have the right to enter the Demised Premises to conduct activities associated with the Due Diligence Condition, Entitlements Condition and Permits Condition. 964296.7 16 Section 16. Assignment, Subletting and Subordination. (a) Tenant shall not assign this Lease or sublet more than seventy-five percent (75%) of the interior portion of Improvements located on the Demised Premises to any unaffiliated third party without the prior written consent of Landlord. Landlord may not withhold its consent to such an assignment if (i) Tenant notifies Landlord of any such proposed assignment, (ii) the assignment document is executed by the assignee and provides for the assumption by the assignee of all of Tenant's duties and obligations hereunder accruing after the assignment, including responsibility for payment of such accruing Rent, (iii) a copy of the executed assignment document with the signatures of the assignor and the assignee is furnished to Landlord as a condition subsequent to the consent, and (iv) the assignee or a continuing guarantor of assignee's duties and obligations under the Lease has a net worth of at least $5,000,000.00 (determined either in accordance with generally accepted accounting principles or by reference to then current asset values, as reasonably determined by Landlord's then acting certified public accountant) and at least five (5) years' operating experience in the type of business to be conducted by the assignee. The foregoing $5,000,000.00 net worth requirement shall be increased at the same times and in the same proportions that Basic Rent increases hereunder. In the case of a sublease exceeding the aforesaid 75% threshold, Landlord's consent may be withheld only if the proposed subtenant, or its owners, principals or managerial personnel, do not have sufficient net worth or operating experience to conduct the subtenant's day-to-day business in the Demised Premises, as reasonably determined by Landlord (acknowledging that standards for a permitted sublease will be substantially less rigorous than those for a permitted assignment, in light of Tenant's continuing liability under this Lease in the case of a sublease). Landlord agrees to give reasonable deference to Tenant's evaluation of the wherewithal of any proposed subtenant, provided Tenant furnishes to Landlord copies of all information and documentation on which Tenant based its decision to sublease the Demised Premises to such subtenant. Upon any permitted assignment ander the foregoing provisions of this Section (a), Tenant will be released from all further obligations and duties under this Lease arising after the date of the assignment. Without Landlord's written consent, Tenant may also assign the Lease or sublet the entirety of the Demised Premises to any affiliate of Tenant. Upon such an assignment, Tenant shall be released from liability for all further obligations and duties under this Lease arising after the date of the assignment, but only if the affiliate assignee has financial capacity (A) materially commensurate with that of Tenant at the time, or (B) otherwise adequate for the business operations on the Demised Premises, whichever is greater. Landlord shall promptly provide written confirmation of such release upon request For purposes of this Lease, affiliates of Tenant will include any firm, person, corporation, partnership, limited liability company or other entity which by virtue of direct or indirect ownership interests or operating or managerial authority is controlled by, controls or is under common control with Tenant. (b) No Subordination. Landlord shall not be required to subordinate its ownership and Landlord's interests in the Demised Premises to any mortgage/deed of trust financing subsequently obtained by Tenant, and any such financing will encumber only Tenant's leasehold interests in the Demised Premises and Tenant's ownership interest in the Improvements and shall be expressly made subject to the terms of this Lease. 96.186.7 17 (c) The provisions of this Section 16 shall not apply to, and Landlord's approval shall not be required for, the transfer of stock in connection with a merger or consolidation of Tenant and another corporation or entity, or an assignment of this Lease in connection with a sale of all or substantially all of Tenant's assets, provided that Tenant's successor or assignee shall, as a result of such reorganization or by assumption, be legally bound to pay rental and all of the charges due hereunder and to perform all of the terms, covenants and provisions to be performed by Tenant arising after such reorganization or assignment. This Section 16 shall also not apply and Landlord's consent shall not be required in the event Tenant offers its shares to the public pursuant to a registered securities offering or private placement or any other transfer of stock which otherwise does not significantly alter the management of Tenant. (d) Notwithstanding any other provision to the contrary set forth in this Lease, a transfer of stock among the current stockholders of Tenant and their immediate families (i.e., spouses, parents, brothers, sisters, nieces, nephews, children, grandchildren or any spouse of any such parent, brother, sister, child or grandchild), any transfer of stock or assignment of this Lease to a family trust or family partnership or otherwise for estate planning purposes (and the related family beneficiaries may be of broader scope than the immediate' family members described above), a transfer of stock by will or devise, or a transfer of stock to any employee, officer or director of Tenant, shall not constitute an assignment for the purposes of this Lease and shall not require Landlord's consent so long as at the time David Carpenter owns a majority of the voting ownership interests in Tenant or remains in managerial control of Tenant, or in the case of the death of David Carpenter, provision is made for other adequate management of Tenant. (e) Landlord's consent shall not be required for any subletting at any time of less than twenty-five percent (25%) of the interior portion of Improvements located on the Demised Premises. For sublettings of more than twenty-five percent (25%), Landlord's consent may be withheld only if the proposed subtenant, or its owners, principals or managerial personnel, do not have sufficient net worth or operating experience to conduct the subtenant's day-to-day business in the subject portion of the Demised Premises, as reasonably determined by Landlord (acknowledging that given the partial nature of the subtenant's occupancy, the requisite net worth and operating experience will be significantly less than those requisite to a permitted subletting under Section 16(a) above). Landlord agrees to give reasonable deference to Tenant's evaluation of the wherewithal of any proposed subtenant, provided Tenant furnishes to Landlord copies of all information and documentation on which Tenant based its decision to sublease the Demised Premises to such subtenant. Section 17. Assignment by Landlord. In the event of a sale and conveyance of Landlord's ownership interests in the Demised Premises, and a corresponding assignment by Landlord of its interest in this Lease, to a person or other entity that is solvent at the time of such - sale or assignment and expressly assumes Landlord's duties and obligations under this Lease for the express benefit of Tenant, Landlord shall thereby be released from any liability hereunder which thereafter accrues, and Tenant agrees to look solely to and shall have recourse against such successor in interest of Landlord for performance of such subsequently accruing obligations. 9642S6.7 18 Section 18. Signs. Tenant shall have the right to install, maintain and replace in, on, or over its building, canopies and windows, or in any part thereof, or elsewhere in or on the Demised Premises, such signs and advertising matter as Tenant may determine are necessary for conducting the business of Tenant on the Demised Premises; provided, however, all Tenant's signage and advertising shall strictly comply with the requirements and approvals of the Weld County Building and Sign Codes. In addition, Tenant shall comply with any applicable requirements of governmental authorities having jurisdiction and shall obtain any necessary permits for such purposes. Tenant shall pay all costs of causing its signs to be erected and maintained. Upon expiration or earlier termination of this Lease, Tenant shall remove such signage and repair any damage to the Improvements resulting from the installation or removal of Tenant's signage. Section 19. Indemnity. (a) Tenant shall indemnify and save Landlord harmless from and against any and all claims, suits, actions, proceedings, liability, damages, penalties or judgments arising from injury to person or property, including death, sustained by anyone in and about the Demised Premises resulting from any act or.omission of Tenant or Tenant's agents, servants, employees or contractors that constitutes any negligence, willful misconduct or breach of this Lease or other legal duty by Tenant. Tenant shall, at its own cost and expense, defend any and all suits or actions (just or unjust) which may be brought against Landlord or in which Landlord may be impleaded with others upon any such above mentioned matter or claim, except as may result from the acts set forth in Section 19(b) below. (b) Landlord shall indemnify and save Tenant harmless from and against any and all claims, suits, actions, proceedings, liability, damages, penalties or judgments arising from injury to person or property, including death, sustained by anyone in and about the Demised Premises resulting from any gross negligence or breach of this Lease or other legal duty of Landlord or Landlord's agents, servants, employees or contractors. Landlord shall, at its own cost and expense, defend any and all suits or actions (just or unjust) which may be brought against Tenant or in which Tenant may be impleaded with others upon any such above - mentioned matter or claim, except as may result from the acts set forth in Section 19(a) above. Section 20. Insurance. (a) Tenant shall provide at its expense, and keep in force during the term of this Lease, comprehensive commercial general liability insurance, including contractual liability, in a good and solvent insurance company or companies with an A.M. Best rating of at least A-NII or better (or a comparable standard prevailing from time to time in the insurance markets), licensed to do business in the State of Colorado, selected by Tenant, and reasonably satisfactory to the holder of any Leasehold Mortgage (as hereinafter defined) placed by Tenant on the Demised Premises, in the aggregate amount of at least Five Million and 00/100 Dollars ($5,000,000.00) with respect to bodily injury or death to any one person per occurrence and One Million Dollars and 00/100 Dollars ($1,000,000.00) with respect to damage to property, subject to such deductibles and risk retention as Tenant may establish in the ordinary course of business. Landlord shall be named as an additional insured. The aforesaid limits may be met through a combination of Tenant's primary coverage and umbrella and/or excess coverage, or a 964216.7 19 • captive insurance program, and Tenant shall provide at its expense, and keep in force during the term of this Lease, workers compensation insurance as to Tenant's employees in such amounts as is required by law. (b) During the term of this Lease, Tenant shall keep all buildings and improvements erected by Tenant on the Demised Premises at any time insured for the benefit of Landlord, Tenant and any Leasehold Mortgagee, as their respective interests may appear, against loss or damage by fire and customary extended coverage in a minimum amount equal to one hundred percent (100%) of the replacement value of such buildings and improvements, subject to such deductibles as Tenant may establish in the ordinary course of business. All proceeds payable at any time and from time to time by any insurance company under such policies shall be payable to the Leasehold Mortgagee, if any, or to Tenant, and Landlord shall not be entitled to, and shall have no interest in, such proceeds or any part thereof. Any proceeds paid directly to Tenant shall be held by Tenant for the purpose of paying the expenses of complying with its obligations under this Lease. Landlord shall, at Tenant's cost and expense (with no out-of- pocket cost to Landlord), cooperate in good faith with Tenant in order to obtain the largest possible recovery and execute any and all consents and other instruments and take all other actions necessary or desirable in order to effectuate the same and to cause such proceeds to be paid as provided herein. (c) All insurance policies shall provide that they may not cancel Tenant without thirty (30) days' prior written notice to Landlord, to the extent such provision is available from Tenant's insurance carrier (provided that such provision specifically will not apply to workers compensation insurance). Tenant shall promptly furnish Landlord with copies of the applicable insurance policies in connection with the Rent Commencement Date and the renewal date for each policy, and will not permit any lapses in coverage. Section 21. Waiver of Subrogation. All insurance policies carried by either party covering the Demised Premises, including, but not limited to, contents, fire and casualty insurance, shall expressly waive any right on the part of the insurer against the other party. As to any loss or damage which may occur upon the property of a party hereto and be covered (or required by the terms of this Lease to be covered) under any insurance policy(ies), such party hereby releases the other from any amount of liability for such loss or damage. Such release shall include a release of liability for the full amount of any deductible maintained by a party under its insurance -policy. Section 22. Destruction. In the event that, at any time during the term of this Lease, the buildings and improvements on the Demised Premises shall be destroyed or damaged in whole or in part by fire or other cause within the extended coverage of the fire insurance policies carried by Tenant in accordance with this Lease, there shall be no abatement of Rent hereunder (except as provided below), unless the damage is caused by Landlord's gross negligence or willful misconduct (in which case Rent shall be abated until Tenant completes restoration and resumes business operations in the Demised Premises). To the extent of the net proceeds received by Tenant plus any deductible maintained by Tenant, Tenant shall cause the same to be repaired, replaced or rebuilt (with such changes in the design, type or character of the building and improvements as Tenant may deem desirable) within nine (9) months after receipt by Tenant of such insurance proceeds, subject to Force Majeure delays. All such repairs and restoration shall %02116.7 20 be performed in a commercially reasonable manner and in accordance with all applicable laws. Notwithstanding the foregoing provisions to the contrary, in the event the buildings and improvements on the Demised Premises are destroyed or damaged at any time during the last two (2) years of the initial term of this Lease or any extension period, then at Tenant's election, (i) this Lease shall terminate as of the occurrence of the casualty upon Tenant giving Landlord notice thereof (such notice to be given no later than thirty (30) days after the occurrence of the casualty), in which event Tenant shall pay to Landlord the insurance proceeds collected in connection with such damage and destruction and which are attributable to the buildings and other improvements on the Demised Premises, less any reasonable amounts expended by Tenant to collect such insurance proceeds and less any reasonable amounts expended by Tenant to place the Demised Premises in a safe condition following such damage (which may include demolition of the Improvements), or (ii) Tenant shall cause the same to be repaired, replaced and rebuilt in accordance with the terms and conditions contained in this Section 22. All Rent obligations of Tenant shall also be apportioned to the date of termination, and upon termination the parties shall be released from all further obligations and duties hereunder arising after termination, except for those accrued obligations and duties which by their terms survive termination. Section 23. Eminent Domain. (a) As used herein, the term "Taking" shall mean and refer to the event of vesting of title in a competent authority vested with the power of eminent domain or condemnation pursuant to any action or proceeding brought by such authority in exercise of such power, including a voluntary sale to such authority (which may occur only with the written consent of Tenant, which shall not be unreasonably delayed or withheld), either under threat of, or in lieu of, condemnation or while a condemnation action or proceeding is pending. If, at any time during the term of this Lease, there shall be a Taking of all of the Demised Premises, or a substantial part of the Demised Premises (including access thereto) such that the portion of the Demised Premises remaining after such Taking would, in Tenant's reasonable business judgment, be impractical for use by Tenant, then Tenant at its election may terminate this Lease by giving Landlord written notice thereof within thirty (30) days after the occurrence of the Taking. Upon such a termination, Tenant shall be relieved of its obligations to pay Rent and to perform its other covenants hereunder from and after the date of such Taking, and Tenant shall surrender the remaining portion of the Demised Premises, if any, to Landlord; provided that such release and surrender shall in no way prejudice or interfere with Tenant's right to an award for -its loss or damage as hereinafter provided. The Rent- for the last month of Tenant's possession of the Demised Premises shall be prorated to the date of the surrender, and any Rent paid in advance shall be refunded to Tenant. (b) In the event of a Taking which does not result in a termination of this Lease pursuant to this Section 23, the term of this Lease shall not be reduced or affected in any way, but the Basic Rent payable hereunder shall be reduced by an amount which bears the same ratio to the Basic Rent payable immediately prior to such Taking as the fair market value of the Demised Premises (excluding improvements) after Taking bears to the fair market value of the Demised Premises (excluding improvements) immediately prier to the Taking (such fair market values to be determined pursuant to Section 41 hereof). The award for any partial Taking shall be allocated between Landlord and Tenant as described in Section 23(c) below; provided, however, if Tenant elects to restore, replace or reconstruct any improvements which are the 964386.7 21 subject of or damaged or affected because of any Taking, Landlord shall deliver to Tenant its share of the award attributable to such improvements to the extent Tenant's award attributable to such improvements is not sufficient to pay for the cost of restoration, replacement and reconstruction. (c) In the event of any Taking of all or any portion of the Demised Premises, Landlord shall be entitled to an award based on the Taking of or injury to the fee simple estate in the Demised Premises as encumbered by this Lease and subject to Tenant's interests in the Demised Premises and Improvements, and Tenant shall be entitled to an award based on any loss or reduction of or damage to its leasehold estate, loss of or damage to any building or other improvements constructed or placed on the Demised Premises, loss or interruption of business and the cost of any alterations or restoration resulting from any such Taking. Any single award or settlement shall be allocated between the parties in accordance with the foregoing. Landlord and Tenant shall together make one claim for an award for their combined interests in the Demised Premises; and, to the extent possible, the parties shall cooperate to maximize that award. (d) Landlord and Tenant shall each have the right to make individual claims in the applicable condemnation action (including by supplemental proceedings) in furtherance of their respective interests in any combined award when it is made. However, if the court fails or refuses to grant separate awards to Landlord and Tenant upon a Taking of all or any portion of the Demised Premises, Landlord and Tenant agree that the determination of such allocation shall be made in accordance with the appraisal procedures in Section 41 below, applied to determine the market values of Landlord's and Tenant's respective interests under Section 23(c) above, and with the actual award to be apportioned based on those relative values. Section 24. Utility Easements. Tenant shall have the right to enter into reasonable agreements with utility suppliers creating easements in favor of such suppliers, including, without limitation, suppliers of gas, electricity, telephone, telecommunications, intemet and fiber optic services, water and sewer, as are required in order to service the buildings and improvements on the Demised Premises, and any other easements reasonably necessary for the development of the Facilities. To the extent set forth in the standard easement forms of the applicable utility suppliers, any such easements shall require the utility supplier to restore the easement area following any construction or repair work and such easements shall reserve the rights of the ownerof the. Demised Premises to . relocate such utility lines from time to time at such owner's expense (provided, however, the foregoing shall not operate to permit Landlord to so relocate any such utility lines during the term of this Lease). Landlord covenants and agrees to consent to such easements and to execute any and all documents, agreements and instruments, and to take all other actions reasonably required in order to effectuate the same, all at Tenant's cost and expense. Section 25. Leasehold Mortgages. (a) Notwithstanding any other provision hereof to the contrary, Tenant shall have the right, following the Rent Commencement Date and after issuance of a final certificate of occupancy from Weld County for the Facilities, to convey or encumber, by mortgage, deed of trust or similar financing instrument, Tenant's leasehold estate in the Demised Premises and 961226.7 22 ownership interests in the Improvements, or any part thereof (each such leasehold mortgage, deed of trust or other financing instrument being herein referred to as a "Leasehold Mortgagee" and the holder thereof as a "Leasehold Mortgagee"). The execution and delivery of a Leasehold Mortgage shall not, in and of itself, be deemed to constitute an assignment or transfer of this Lease, nor shall the Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Lease so as to require such Leasehold Mortgagee to assume the performance of any of the covenants or agreements on the part of Tenant to be performed hereunder. If Tenant shall enter into any such financing arrangement, it shall deliver to Landlord true and complete copies of the instruments effecting such transaction. Simultaneously with the delivery to Landlord of the aforesaid instruments effecting such transaction, Tenant shall also give Landlord notice of the name and address of the party providing such financing. (b) Tenant agrees that Tenant shall not encumber its leasehold estate with more than one (1) Leasehold Mortgage at one time without the prior written consent of Landlord. With respect to any TAAsehold Mortgagee or other person providing financing as to which Landlord shall have been given notice, the following shall apply notwithstanding any other provision of this Lease to the contrary: (i) No voluntary termination by Tenant of this Lease shall be effective unless consented to in writing by such Leasehold Mortgagee; and any material amendment or material modification of this Lease or the exercise by Tenant of any option to terminate this Lease without the written consent of such Leasehold Mortgagee shall be voidable as against such Leasehold Mortgagee at its option. If any Leasehold Mortgagee shall fail to respond to any written consent under this Section 25 within thirty (30) days after the receipt by such Leasehold Mortgagee of such written request (which written request shall make specific reference to this Section 25), the Leasehold Mortgagee shall be deemed to have granted its consent to such request (unless otherwise provided in the Leasehold Mortgage). (ii) Landlord shall give any and all notices given to Tenant hereunder simultaneously to any such Leasehold Mortgagee at the address of such Leasehold Mortgagee provided to Landlord, and no such notice shall be effective as to such Leasehold Mortgagee unless and until a copy thereof has been given to such Leasehold Mortgagee. In the event Landlord sends Tenant a notice of default, from and after the time that such notice has been delivered to such Leasehold Mortgagee, such Leasehold Mort . gee shall have a period equal to theperiod granted to Tenant plus, with respect.. to monetary defaults,an additional ten (10) business days in which to effect a cure, and with respect to non -monetary defaults only, an additional thirty (30) days in which to effect a cure of any default by Tenant under this Lease. Landlord shall accept performance of any and all of Tenant's obligations hereunder, including the obligations to pay Rent, from any such Leasehold Mortgagee, and the performance of such obligation by such Leasehold Mortgagee shall be deemed to have been a cure effected by Tenant (but without the Leasehold Mortgagee being thereby deemed to have assumed Tenant's obligations hereunder). Landlord shall not exercise any remedies for terminating this Lease because of a Tenant default so long as any cure rights of the Leasehold Mortgagee hereunder remain outstanding. Landlord hereby consents to the entry into the Demised Premises by any such Leasehold Mortgagee for the purpose of effecting the cure of any default by Tenant. In the event of a default by Tenant hereunder, any Leasehold Mortgagee may effect the cure of such %1226.7 23 default by foreclosing its Leasehold Mortgage, obtaining possession of the Demised Premises, and performing all of Tenant's obligations hereunder. (iii) If it shall be necessary for any such Leasehold Mortgagee to obtain possession of the Demised Premises to effect any such cure of a default by Tenant under this Lease, then Landlord shall not commence any proceeding or action to tenninate the term of this Lease if (A) such Leasehold Mortgagee shall have informed Landlord within the Leasehold Mortgagee's cure period that such Leasehold Mortgagee is proceeding to foreclose its Leasehold Mortgage, (B) the Rent shall be paid and all other provisions and requirements of this Lease which are capable of being observed and performed by the Leasehold Mortgagee without obtaining possession of the Demised Premises are so observed and timely performed within the Leasehold Mortgagee's cure periods while any such foreclosure, other action or other remedy is being prosecuted by any such Leasehold Mortgagee and for so long thereafter as such Leasehold Mortgagee shall have obtained possession of the Demised Premises, and (C) such Leasehold Mortgagee shall be diligently prosecuting such foreclosure and attempting to effect a cure of the default. In addition, any cessation of business operations in the Demised Premises shall not constitute a default or permit Landlord to exercise termination rights hereunder as against the Leasehold Mortgagee (or its designee or foreclosure purchaser) if business operations are resumed within 90 days after the Leasehold Mortgagee (or its designee or foreclosure purchaser) succeeds to Tenant's interests under this Lease, or such cessation otherwise gives rise to a default by Tenant, whichever is later (the "Operations Grace Period"). Nothing herein contained shall be deemed to require the Leasehold Mortgagee to continue with any foreclosure or other proceedings if the default in respect to which Landlord shall have given the notice shall be remedied. (iv) Landlord agrees that in the event of the termination of this Lease by reason of any default by Tenant, or of the rejection of this Lease in any federal bankruptcy case involving Tenant as the debtor, and if Landlord has, prior to such termination or rejection, been given written notice of the name and address of such Leasehold Mortgagee, Landlord will enter into a new lease of the Demised Premises with any Leasehold Mortgagee or its nominee for the remainder (or what would have been the remainder) of the term of this Lease, effective as of the date of such termination or rejection, at the Rent and upon the terms, options, provisions, covenants and agreements as herein contained for such remainder (subject to the Operations Grace Period), provided: (A) Such Leasehold Mortgagee shall make written request upon Landlord for such new lease prior to or within thirty (30) days after the date of notice from Landlord to the Leasehold Mortgagee of the termination or rejection and of the right to make the new lease hereunder, and such written request is accompanied by payment to Landlord of all sums then due to Landlord hereunder, which shall be accounted for in Landlord's notice; (B) Such Leasehold Mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new lease any and all sums which would at that time be due hereunder but for such termination or rejection, together with any expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such termination, as well as in the preparation, execution and delivery of such new lease; 964216.7 24 (C) Any new tenant other than the Leasehold Mortgagee or its foreclosure purchaser shall have operational experience and financial strength that would qualify for a permitted assignment of this Lease under Section 16(a) hereof, and (D) The Leasehold Mortgagee shall establish to the satisfaction of Landlord the Leasehold Mortgagee's interests under a Leasehold Mortgage permitted by this Section 25. (v) No Leasehold Mortgagee shall become liable under the agreements, terms, covenants or conditions of this Lease unless and until it becomes the owner of the leasehold estate, and then only to the extent of obligations accruing thereafter. Any assignment of the entire interest in this Lease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Leasehold Mortgage or from any holder thereof (including, without limitation, any nominee of the Leasehold Mortgagee) shall be subject to Section 16 of this Lease, and the assignor shall be relieved of any further liability which may accrue hereunder from and after the date of such assignment, provided that the assignee meets the applicable qualifications set forth in Section 16, and shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume and agree to perform and observe the covenants and conditions in this Lease contained on Tenant's part to be performed and observed, it being the intention of the parties that once the Leasehold Mortgagee or its nominee or foreclosure purchaser shall succeed to Tenant's interest hereunder, any and all subsequent assignments (whether by such Leasehold Mortgagee, its nominee, or any purchaser at a foreclosure sale or other transferee or assignee from Leasehold Mortgagee or its nominee) shall upon the aforesaid assumption and agreement by the assignee, effect a release of the assignor's liability hereunder. Nothing herein or in Section 16 hereof shall preclude any Leasehold Mortgagee or its nominee or foreclosure purchaser from succeeding to Tenant's interests hereunder by foreclosure or assignment in lieu thereof, or restrict such succession, and notwithstanding any of the provisions hereof indicating to the contrary, any of them as a successor to Tenant will be subject only to termination of this Lease or eviction, and not have any personal liability, in the case of a default. (vi) Nothing herein contained shall require any Leasehold Mortgagee or its nominee or foreclosure purchaser to cure any default by Tenant hereunder. All references in this Section 25 to any termination of this Lease by Landlord shall be deemed to include any dispossession of Tenant for a default. (vii) In consideration of Landlord's foregoing agreement with respect to the rights of the Leasehold Mortgagees, all Leasehold Mortgagees shall be deemed to have acknowledged that upon the termination or expiration of this Lease, Landlord becomes the absolute owner of the Improvements installed or constructed on or under the Demised Premises free and clear of the liens or claims of the Leasehold Mortgagee. (viii) If requested by any Leasehold Mortgagee from time to time, Landlord agrees to execute and deliver further confirmations of the Leasehold Mortgagee's rights hereunder, and also supplements or modifications to such rights, provided that any supplements or modifications requested by the Leasehold Mortgagee shall.not have a material adverse effect 964266.7 25 on the Landlord's interests under this Lease or in the Demised Premises, as reasonably determined by the Landlord. (ix) Leasehold Mortgagees shall be third -party beneficiaries of the provisions of this Section 25. Section 26. Quiet Enjoyment; Status of Landlord's Title. (a) Landlord covenants and warrants that Tenant, upon paying the Rent and all other sums and charges to be paid by it as herein provided, and observing and keeping all covenants, warranties, agreements and conditions of this Lease on its part to be kept, all within the cure periods provided herein, shall quietly have and enjoy the Demised Premises during the term of this I P-ase, without hindrance or molestation by anyone. (b) Landlord represents and warrants to Tenant that Landlord owns fee simple title to the Demised Premises free and clear of any liens, encumbrances and restrictions, except only those matters set forth on Exhibit "B" (the "Title Exceptions") attached hereto and by reference made a part hereof, and that Landlord has the power and authority to execute and deliver this Lease and to carry out and perform all covenants to be performed by Landlord hereunder. (c) Landlord warrants and covenants that the Demised Premises and any interests of Landlord therein are not presently subject to or encumbered by any deed of trust, mortgage or similar lien. In the event Landlord hereafter grants any deed of trust or mortgage encumbering Landlord's interests in the Demised Premises, such deed of trust will be subject to all the rights and interests of Tenant under this Lease, which will have and retain priority over any such mortgage or deed of trust, and Tenant will have no obligation to subordinate its rights and interests hereunder to any such deed of trust or mortgage. In the event of any foreclosure or deed in lieu of foreclosure under any such deed of trust or mortgage hereafter arising, Tenant agrees that Tenant will recognize and attorn to Landlord's successor in interest by virtue thereof as the new "Landlord" under this Lease, subject to such successor's performance and observance of Landlord's obligations hereunder. (d) Landlord acknowledges that, upon the establishment of the Rent Commencement Date of this Lease and the recordation of the Short Form Lease, Tenant intends to obtain a leasehold title insurance policy insuring Tenant's leasehold estate in the Demised Premises. During the 20 -day period after the Effective Date (the "Title Review Period"), Tenant may examine title to the Demised Premises (which may entail, at Tenant's election, Tenant's obtainment of a title insurance commitment and/or current survey) and advise Landlord in writing of any defects or objections affecting the title to the Demised Premises or the use thereof by Tenant disclosed by such title examination, such defects and objections to be determined by Tenant in its discretion. From time to time prior to the Rent Commencement Date, Tenant may update the effective date of such title examination and give notice to Landlord of all defects or objections (again as determined by Tenant in its discretion) and appearing of record or added to the title insurance commitment subsequent to the effective date of its previous title examination and (if applicable) survey, as the case may be (provided Tenant may not object to any matters caused by Tenant). Landlord shall have ten (10) days after receipt of such notice of title defects or objections from Tenant to advise Tenant in writing 9647!6.7 26 which of such title defects or objections Landlord does not intend to satisfy or cure to Tenant's satisfaction (and Landlord will otherwise be obligated for such satisfaction and cure); provided, however, Landlord hereby agrees that Landlord shall satisfy and secure the release and discharge of any Taxes, mortgages, deeds of trust, mechanic's or materialmen's liens or other such monetary encumbrances ("Monetary Liens"). In addition, from and after the Effective Date, Landlord shall not make any grants or cause or suffer any further liens, covenants, easements, or other encumbrances against or matters affecting title to the Demised Premises except as otherwise provided in Section 26(c). Subject to the qualification hereinafter provided, Landlord further agrees that Landlord shall, for the issuance of Tenant's leasehold title insurance policy, deliver to the title insurer a customary owner's affidavit (the "Owner's Affidavit") in a form sufficient to delete the so-called "standard exceptions" in an ALTA title insurance policy. If Landlord shall advise Tenant in writing that Landlord does not intend to satisfy or cure any specific non -monetary encumbrances, or otherwise fails to satisfy its obligations under the foregoing provisions, Tenant may elect to (a) terminate this Lease by written notice to Landlord, (b) accept its leasehold estate subject to such specific non -monetary encumbrances or the pertinent failure of Landlord's obligations, or (c) in the case of any failure of Landlord to pay any Landlord Liens or satisfy any other cure obligations undertaken by the Landlord under the foregoing provisions, exercise Tenant's remedies under Section 27(d) hereof. Unless otherwise agreed by Landlord and Tenant, Landlord shall have until the satisfaction of the Entitlements Condition to satisfy or cure all such defects and objections which Landlord agreed (or is deemed to have agreed) to satisfy or cure as provided above. The foregoing shall not be construed, however, to limit Tenant's rights to terminate this Lease pursuant to the Due Diligence Condition for any dissatisfaction with title that Tenant may have. In further clarification, and notwithstanding anything to the contrary contained herein, if, as provided herein, Landlord does not agree to cure all of Tenant's objections to title and Tenant does not terminate this Lease as provided above, then Tenant will be deemed to have waived its objections to any title matters that Landlord did not agree to cure (subject, however, to Tenant's election under clause (c) above). The Owner's Affidavit shall be subject to any title matters that Landlord does not agree to cure to the extent they are relevant to the terms of the Owner's Affidavit. (e) Landlord hereby assigns to Tenant all of Landlord's rights and interests in and to surveys of the Demised Premises held by Landlord, including, without limitation, the land survey plat prepared by TST Inc., Job No. 0039.0004.01, and any improvement survey plats or ALTA surveys ("Landlord's Surveys"); provided, however, that Landlord shall retain non-exclusive rights to use and enjoy Landlord's Surveys for its own purposes in relation to the Demised Premises. This assignment is subject to the condition subsequent that Tenant not terminate this Lease pursuant to the Due Diligence Condition, Entitlements Condition or Permits Condition. On the date of the mutual execution and delivery of this Lease, Landlord will inform the surveyor(s) for the Landlord's Surveys of this assignment and instruct and authorize the surveyor(s) to make adjustments and supplements for the Landlord's Surveys as requested by Tenant. Section 27. Defaults. (a) The following events shall constitute events of default under this Lease (all references in this Lease to any default by Tenant, or similar references, shall mean events of 964286.7 27 default as defined below, after expiration of applicable cure periods without a cure being effected): (i) Tenant's failure to pay any installment of Basic Rent, Percentage Rent or Additional Rent when the same shall be due and payable and the continuance of such failure for a period of five (5) business days after receipt by Tenant of notice in writing from Landlord specifying the nature of such failure; provided, however, Tenant shall be entitled to only two (2) such notices for monetary defaults during any twelve (12) month consecutive period, and if thereafter any Rent is not paid when due within that 12 -month period, then the foregoing cure period will run with respect thereto from such Rents' due date, without any notice from Landlord; (ii) Tenant's failure to perform any of the other covenants, conditions and agreements herein contained on Tenant's part to be kept or performed and the continuance of such failure without the curing of same for a period of thirty (30) days after receipt by Tenant of notice in writing from Landlord specifying the nature of such failure, and provided Tenant shall not cure said failure (and further subject to extension of this cure period under Section 27(b) below); (iii) If Tenant shall (A) file a petition commencing a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law; (B) make a general assignment for the benefit of its creditors; (C) file an application for, or consent to, the appointment of any receiver or a permanent or interim trustee of Tenant or of all or a substantial portion of its property; (D) file a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, insolvency or similar law, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law; (E) take any action for the purpose of effecting any of the foregoing; or (F) be the subject of a decree or order for relief by a court having jurisdiction in respect of Tenant in any involuntary case under any applicable federal or state bankruptcy, insolvency or similar law; or (iv) If any proceedings brought against Tenant seeking any of the relief mentioned in Section 27(a)(iii) above shall not have been dismissed within ninety (90) days. (b) In the event that Landlord gives notice of a default referred to in Section 27(a)(ii) and said default is of such a nature that it cannot reasonably be cured within such thirty (30) day period, then such default shall not be deemed to occur so long as Tenant, after receiving such notice, promptly proceeds to cure the default and continues to take all steps necessary to complete the same promptly. Notwithstanding anything to the contrary contained in the foregoing sentence, there shall be a default hereunder if Tenant fails to cure such default on or before two (2) months after notice thereof; provided, however, if Tenant's failure to cure in such time period is a result of Force Majeure (as defined in Section 45 below), then such cure period shall be automatically extended for each day of delay due to Force Majeure. (c) In the event of default of Tenant, Landlord, at its option shall have, in addition to, and not to the exclusion of, any and all other rights and remedies hereunder or at law or in equity, but subject to applicable law, (i) the right to declare the term of this Lease ended, re-enter the Demised Premises and take possession thereof, terminating all of the rights of 964286.7 28 Tenant under this Lease and in and to the Demised Premises and to collect from Tenant all costs and damages to which Landlord is entitled as a result of such default; or (ii) the rights, without declaring the term of this Lease ended, to re-enter the Demised Premises and to occupy the same, or any portion thereof, or to lease the whole or any portion thereof, for and on account of Tenant as hereinafter provided, applying any monies received first to payment of such expenses, including attorney's fees and real estate commissions paid, assumed or incurred by Landlord in or in connection with the recovery, cleaning, repairing, altering, restoring and reletting of the Demised Premises and then to the fulfillment of the obligations of Tenant hereunder, with any such reletting to be for such a term, at such rent, and on such other conditions as Landlord in its sole discretion deems advisable, and retaining the right to bring action against Tenant for the recovery of damages sustained by Landlord as a result of Tenant's default; or (iii) the right, even though it may relet all or any portion of the Demised Premises as above provided, to thereafter, at any time, terminate this Lease for such previous default on the part of Tenant, retaining the right to bring legal action against Tenant for recovery of damages sustained by Landlord as a result of Tenant's default. (d) If Landlord defaults in any of its obligations under this Lease, and does not cure such default (i) within ten (10) days after notice from Tenant in any case where such default can be cured by the payment of a sum, or (ii) within thirty (30) days after notice from Tenant in the case of any other default, then Tenant shall have the right to perform or discharge the defaulted obligation. Tenant may offset against the Tenant's Rent obligations hereunder any costs and expenses incurred by Tenant in curing or discharging the Landlord's defaulted obligations as aforesaid, including, without limitation, attorneys' fees and settlement or payment amounts incurred to third parties; provided, however, that if the pertinent obligation owing to any third party is not liquidated in amount, any settlement payment to that party may be offset against the Rent only so long as the amount thereof is reasonable (and Tenant and Landlord mutually agree to confer reasonably in this regard). Actions taken by the Tenant may include paying, purchasing, contesting or compromising any valid encumbrance, charge or lien affecting the Demised Premises, or any other title matter affecting the Demised Premises that gives rise to a default of Landlord's obligations under this Lease. This Section 27(d) shall be cumulative with and without limitation on Tenant's rights and remedies available at law or equity for any default by Landlord hereunder. Section 28. Interest and Late Charges. All Rent owed by Tenant to Landlord under this Lease shall bear interest from the fifth (5th) business day after the date due until received by Landlord at eighteen percent (18%) per annum. In addition, if any installment of Basic Rent under this Lease is not received by Landlord on or before the fifth (5th) business day after the due date, a "late charge" of $375.00 may be charged by Landlord, as Additional Rent, for the purpose of defraying Landlord's administrative expenses incident to the handling of such overdue payment. Section 29. Waivers. Failure of Landlord or Tenant to complain of any act or omission on the part of the other party no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by Landlord or Tenant at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. 964286.7 29 Section 30. Brokerage Commissions. Each party represents to the other that there are no brokers engaged by, through or under the representing party in connection with this transaction, and that there are no obligations incurred by, through or under the representing party for the payment to any broker of any commission or other compensation in connection with this transaction. Each party agrees to indemnify the other against any claim for any brokerage commission or other compensation which arises out of a breach by the indemnifying party of its representation under the foregoing provisions, and any applicable lien claim arising therefrom, together with any cost or expense, including reasonable attorneys' fees, that the indemnified party may incur in connection with any such claim. Section 31. Representations and Warranties. To induce Tenant to enter into this Lease; Landlord does hereby expressly warrant and represent to Tenant the following: (a) There are no actions, suits or proceedings of any kind or nature whatsoever, legal or equitable, pending or, to the best of Landlord's knowledge, threatened against the Demised Premises or Landlord in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality, including, without limitation, any condemnation or eminent domain proceedings. (b) No person, firm, corporation or other legal entity whatsoever (other than Tenant) has any right or option whatsoever to acquire or lease the Demised Premises or any portion or portions thereof or any interest or interests therein. (c) To the best of Landlord's knowledge, the Demised Premises are not and will not be subject to or affected by any special assessments, whether or not presently a lien Thereon. (d) To the best of Landlord's knowledge, without independent inquiry, there is no existing violation or breach of any ordinance, code, law, rule, requirement or regulation applicable to the Demised Premises. Section 32. Right of First Offer. (a) If during the term of this Lease Landlord determines that Landlord desires to offer the Demised Premises for sale to a proposed unaffiliated purchaser, or if Landlord receives an offer to purchase the Demised Premises from an unaffiliated third party that Landlord wishes to accept, and Tenant is not in default hereunder, Landlord shall offer Tenant the right to purchase the Demised Premises by sending to Tenant a written notice of all material terms of the offer to sell or purchase necessary to complete the transaction, including the price, payment terms, conditions of title, costs of escrow and other relevant terms, and a complete contract if one has been tendered, such notice to also identify the third -party purchaser. Tenant shall have fifteen (15) days after receipt of such notice to exercise its right to purchase by providing written notice to Landlord. If Tenant exercises the right to purchase as herein provided, such purchase and sale shall be on the terms presented to Tenant, and Landlord will be bound to sell to Tenant on those terms. Tenant shall have the remedy of specific performance to enforce Landlord's obligations to convey the Demised Premises pursuant to any exercise by Tenant of its rights hereunder (for which time shall be of the essence). If Tenant 964286.7 30 does not provide notice of exercise within said 15 -day period, then Landlord may proceed to sell the Demised Premises to the applicable third party subject to the terms and conditions provided in Landlord's notice to Tenant, and otherwise on terms that are not materially more favorable to the third party than those presented to Tenant. If Landlord does not complete the sale of the Demised Premises to the subject third party, in accordance with the foregoing provisions, within six (6) months after the end of Tenant's exercise period, and if Landlord determines again that Landlord desires to offer the Demised Premises for sale, Landlord must then again comply with the terms hereof and Tenant shall again have the right of first offer contained herein. However, in the event Tenant ever exercises its right of first offer but then breaches Tenant's required closing performance therefor, then Tenant's right of first offer hereunder will terminate and be of no further force or effect. (b) This Section 32 shall not apply in the event (i) of a sale or transfer of Landlord's interest in the Demised Premises pursuant to the foreclosure of any deed of trust, mortgage or other similar security instrument, whether by judicial or non judicial sale, or any deed in lieu of foreclosure, covering the Demised Premises or Landlord's fee interest therein; (ii) any transfer of the Demised Premises or any direct or indirect interest therein to any form of joint venture of which Landlord is a party; (iii) any sale involving other properties of Landlord as well as the Demised Premises; (iv) any exchange of the Demised Premises for other property in a transaction where the applicable third party actually provides the exchange property (versus merely serving as an exchange accommodator); or (v) any conveyance to any party or entity affiliated with Landlord or any of the principals of Landlord or any of their family members, or otherwise not on an arm's -length basis. Further, this Section 32 shall not apply to any transfer by descent or devise following the death of any party holding an ownership interest in Landlord or to transactions by and among Landlord or any family member of any party holding an ownership interest in Landlord or their affiliates, including, without limitation, trusts, corporations or other entities having a majority interest owned by or inuring to the benefit of Landlord or any family member of any party holding an ownership interest in Landlord or their affiliates. However, the provisions of this Section 32 and Tenant's right of first offer under Section 32(a) shall be and remain binding upon any purchaser or transferee under this Section 32(b) and such purchaser's or transferee's heirs, successors and assigns. Section 33. Notices; Business Days. (a) Every notice,.. approval, consent, orother communication authorized or required by this Lease shall not be effective unless the same shall be in writing and delivered (i) by hand delivery; (ii) by reputable overnight courier guaranteeing next day delivery, delivery charges prepaid, and addressed to the applicable street address established hereunder; (iii) by e-mail or facsimile sent on a business day during the business hours of 9:00 a.m. until 7:00 p.m., local time where the Demised Premises are situated, pursuant to the applicable e-mail addresses or facsimile numbers set forth below, or such other e-mail addresses or facsimile numbers as either party may designate by notice given from time to time in accordance with this Section 33; or (iv) by United States registered or certified mail, return receipt requested, postage prepaid, directed to the other party at its address set forth below, or such other address as either party may designate by notice given from time to time in accordance with this Section 33. Such notices or other communications shall be effective (A) in the case of hand delivery, on the date of delivery to the party to whom such notice is addressed at its street address established for 96,2661 31 notice purposes, (B) if by overnight courier, one (1) business day after the deposit thereof with all delivery charges prepaid, (C) if by e-mail or facsimile, on the date of transmission, provided that such transmission is sent on a business day, during the hours stated above, and provided that successful transmission of any facsimile notice is confirmed on the facsimile facilities of the noticing party as a regular function thereof, and (D) in the case of registered or certified mail, the earlier of the date receipt is acknowledged on the return receipt for such notice or five (5) business days after the date of posting by the United States Post Office. The Rent payable by Tenant hereunder shall be paid to Landlord at the same place where a notice to Landlord is herein required to be directed. Any notice may be given on behalf of a party by its legal counsel. Street/mailing addresses, e-mail addresses, and facsimile numbers for notices shall initially be as follows: For Landlord: Burger Avenue Investments, LLP Attention: David L. Osborn 217 West Olive Street Fort Collins, CO 80521 Facsimile: 970-484-2620 E-mail: dosbomlaw@comcast.net In the case of any notice to Landlord, a copy thereof shall be delivered contemporaneously to: The Osborn Law Firm, LLC Attention: David L. Osborn 217 West Olive Street Fort Collins, CO 80521 Facsimile: 970-484-2620 E-mail: dosbomlaw@comcast.net For Tenant: J.D. Carpenter Companies, Inc. Attention: Dave Carpenter 4060 NW Urbandale Drive Urbandale, IA 50322 Facsimile: 515-334-7390 E-mail: dcarpenter@shortstopstores.com In the case of any notice to Tenant, a copy thereof shall be delivered contemporaneously to: Robert C. Fisher, Jr., Esq. Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 Seventeenth Street, Suite 1600 Denver, Colorado 80202 Facsimile: (303) 825-6525 E-mail: bfisher@ottenjohnson.com 9642,6,7 32 (b) All references herein to any dates or times shall be applied and determined by reference to local time where the Demised Premises are situated As used herein, the term "business day" shall mean any day other than a Saturday, Sunday or legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Lease, whether for the satisfaction of any condition or the performance or observance of any obligation hereunder (including, without limitation, the payment of any Rent), falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. Section 34. Estoppel Certificates. Either party shall, without charge, at any time and from time to time hereafter, within ten (10) business days after written request of the other by notice hereunder, certify by written instrument duly executed and acknowledged to the requesting party, and any designated mortgagee or purchaser or proposed mortgagee or proposed purchaser, or any other person, firm or entity specified in such request, (i) as to whether this Lease has been supplemented or amended, and, if so, the substance and manner of such supplement or amendment; (ii) as to the validity and force and effect of this Lease, in accordance with its tenor as then constituted; (iii) as to the existence of any default under this Lease, or any circumstances which with the giving or notice or passage of time, or both, would become a default (in each case other than a Tenant default in paying Rent, based on the responding party's knowledge); (iv) as to the existence of any known outstanding offsets, counterclaims or defenses thereto on the part of such other party; (v) as to the commencement and expiration dates of the term of this Lease; (vi) as to the amount of Basic Rent then payable hereunder, and (vii) as to any other matters as may reasonably be so requested. Any such certificate may be relied upon by the party requesting it and any other person, firm or corporation to whom the same may be exhibited or delivered, and the contents of such certificate shall be binding on the party executing same. In the event the responding party fails to furnish its response within the requisite 10 -day business day period, it shall be conclusive upon the responding party that the matters requested for disclosure are in the status most favorable to the requesting party, as determined by the requesting party. Section 35. Governing Law. This Lease and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Colorado. Section 36. Partial Invalidity. If any term, covenant, condition or provision of this Lease or the application thereof to any person or circumstance shall, at any timeor toanyy extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not he affected thereby, and each term, covenant, condition and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. Section 37. Short Form Lease. Landlord and Tenant shall execute and deliver a Memorandum of Lease in the form attached hereto as Exhibit "C" and made a part hereof by this reference (the "Short Form Lease") upon the establishment of the Rent Commencement Date, which will constitute a short form of this Lease. Any and all recording costs required in connection with the recording of such Short Form Lease shall be paid by Tenant. 964366.7 33 Section 38. Interpretation, Wherever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. The section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof. This Lease may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Section 39. Entire Agreement; Modification of Lease. This Lease and any other documents or instruments referred to herein constitute the entire agreement between Landlord and Tenant with respect to the subject matter hereof and are intended to be a complete integration of all understandings and agreements between Landlord and Tenant with respect to such subject matter, and any prior or extrinsic understandings or agreements, whether written or verbal, not embodied in this Lease or such other documents are specifically superseded hereby and shall have no force or effect. No provision of this Lease may be amended or modified or canceled in any respect except by writing executed by Landlord and Tenant. Section 40. Parties. Except as herein otherwise expressly provided, the covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, successors, successors in title, administrators and assigns, and references herein to "Landlord" and "Tenant" shall include those parties. Section 41. Determinations of Value. (a) For any determination of the relevant fair market values under Section 23(b) or Section 23(d) above (hi either case, the "Market Value Determinations"), Landlord and Tenant shall attempt to reach agreement on the applicable Market Value Determinations within one (1) month after the occurrence of the Taking (in the case of Section 23(b)), or one (1) month after the conclusion of the condemnation proceedings (in the case of Section 23(d)), as applicable. If Landlord and Tenant are unable to agree in writing on the applicable Market Value Determinations prior to the applicable deadline, then the applicable Market Value Determinations shall be made by appraisal as hereinafter set forth. Such appraisal procedure shall be commenced by one party delivering to the other a notice appointing its appraiser. Within fifteen (15) days after receipt of such notice, the other party shall appoint its appraiser and give notice of such appointment to the first party. Any appraiser appointed hereunder shall be a member of the American Institute of Real Estate Appraisers (or successor organization) having at least five (5) years' experience in appraisal of real estate for commercial retail use in the Denver metropolitan area and/or the Front Range area of Northern Colorado. If the party receiving such first written notice shall fail to appoint its appraiser within fifteen (15) days after receipt of the first written notice, the Market Value Determination by the single appraiser appointed by the party giving such first written notice shall be final, binding and conclusive on Landlord and Tenant. Each appraiser as applicable shall prepare a written appraisal with respect to the Market Value Determinations at issue. If within thirty (30) days after appointment of the two appraisers, as described above, the two appraisers are unable to reconcile their appraisals and agree in writing upon the Market Value Determinations, a third independent appraiser shall be chosen within fifteen (15) days thereafter with the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser within such fifteen (15) day period, such appointment shall be 964286.7 34 made by the Judicial Arbiter Group of Denver, or any organization successor thereto. The third appraiser shall be subject to the same qualifications as are set forth above for the first two appraisers, provided that the third appraiser shall also be independent of and unaffiliated with Landlord and Tenant. The third appraiser when appointed shall proceed to determine in writing which of the first two appraisals is the more accurate reflection of the applicable Market Value Determinations, and those Market Value Determinations shall be established on the basis of the appraisal chosen. The fees and expenses of the appraiser appointed by Tenant shall be paid by Tenant; the fees and expenses of the appraiser appointed by Landlord shall be paid by Landlord; and the fees and expenses of the third appraiser shall be divided equally between Tenant and Landlord. Section 42. Counterpart Execution: Effective Date. This Lease shall be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. The "Effective Date" of this Lease shall be the date upon which this Lease shall have been fully executed and delivered by both Landlord and Tenant and each of Landlord and Tenant have received a fully executed counterpart hereof. The party last executing this Lease shall deliver a fully executed counterpart (by both parties) to the other party by overnight courier for receipt on the next succeeding business day and shall insert as the Effective Date on all counterparts of this Lease such next succeeding business day. Section 43. Tenant Exclusive. During the term of this Lease, Landlord shall not permit or suffer any uses which are competitive with those permitted for the Demised Premises on any property that lies within a radius of one (1) mile from the Demised Premises and is owned, controlled, or managed by Landlord or any affiliate of Landlord. For purposes of the foregoing, affiliates of Landlord shall include any entity which, by virtue of direct or indirect controlling ownership interests, is controlled by, controls or is under common control with Landlord, or any principals, owners, shareholders, partners, members, officers, directors, managers, employees or agents of Landlord or any such affiliate of Landlord, or any family members of any such parties. Section 44. Confidentiality. Notwithstanding anything contained herein to the contrary, Landlord will hold all financial or other Tenant information contained in this Lease or acquired from Tenant in confidence and will not disclose the same to any other party, except as set forth in Section 9(c), and also except that Landlord may reveal reported sales under Section 3(e) to any prospective mortgagee or purchaser of Landlord's interest in the Demised Premises or this Lease (and Landlordshall cause those parties to preserve confidentiality). 964286.7 35 Section 45. Force Majeure. If Landlord or Tenant shall be delayed, hindered or prevented from the performance of any act required hereunder by reason of strikes, lock -outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, terrorist acts, public health concerns not in the control of Tenant that materially interfere with Tenant's operations at the Demised Premises, insurrection, the act, failure to act or default of the other party, war, or any reason beyond their control ("Force Majeure"), then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay; provided, however, the provisions of this Section 45 shall not operate to extend the date Landlord is required to deliver possession of the Demised Premises to Tenant or Landlord's observance of its covenants and representations hereunder concerning title and quiet enjoyment. Lack of funds shall not be a basis for avoidance or delay of any obligation under this Lease. Section 46. Holdover. Tenant shall pay Landlord one hundred fifty percent (150%) of the monthly Basic Rent payable for the month immediately preceding the holding over period for each month or portion thereof that Tenant retains possession of the Demised Premises, or any portion thereof, after the expiration of the term of this Lease (without reduction for any partial month that Tenant retains possession). The provisions of this Section 46 shall not constitute a waiver by Landlord of any re-entry rights of Landlord and Tenant's continued occupancy of the Demised Premises shall be on a month -to -month basis. LANDLORD: BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership 964206.7 shorn, Managing Partner [TENANT'S SIGNATURE ON FOLLOWING PAGE] 36 TENANT: J.D. CARPENTER COMPANIES, INC., an Iowa Corporation 9643867 37 EXHIBIT A LEGAL DESCRIPTION PARCEL I: A TRACT OF LAND SITUATE IN THE NE 1/4 OF THE NE 1/4 OF SECTION 10, TOWNSHIP 2 NORTH, RANGE 68 WEST OF THE 6TH P.M., WELD COUNTY, COLORADO, DESCRIBED AS FOLLOWS: BEGINNING AT THE NE CORNER OF SAID SECTION 10, THENCE SOUTH 89 DEGREES 31' WEST 450 FEET ALONG THE NORTH LINE OF THE NE 1/4 OF SAID SECTION 10, THENCE SOUTH 30 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF HIGHWAY NO. 119 (FORMERLY KNOWN AS HIGHWAY NO. 25), THE TRUE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 31' WEST 65 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE OF SAID HIGHWAY; THENCE SOUTH 45 DEGREES 05' WEST 234.1 FEET ALONG THE EASTERLY SIDE OF AN IRRIGATION DITCH; THENCE SOUTH 49 DEGREES 35' EAST 303.0 FEET; THENCE NORTH 362.7 FEET MORE OR LESS TO THE TRUE POINT OF BEGINNING EXCEPT THAT PARCEL IN RULE AND ORDER RECORDED JANUARY 19, 1995 AT RECEPTION NO. 2423540, COUNTY OF WELD, STATE OF COLORADO. ALSO EXCEPT THAT PORTION CONVEYED BY DEED RECORDED JANUARY 15, 1971 AT RECEPTION NO. 1560570; together with all improvements thereon and appurtenances thereto. PARCEL II: THAT TRACT OF LAND LOCATED IN THE NE 1/4 OF SECTION 10, TOWNSHIP 2 NORTH, RANGE 68 WEST OF THE 6TH P.M., WELD COUNTY, COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NE CORNER OF SAID SECTION 10; THENCE ALONG THE NORTH LINE OF SAID NE 1/4 S 89 DEGREES 31' 00" WEST 450.00 FEET WHENCE THE NORTH 1/4 CORNER THEREOF BEARS S 89 DEGREES 31'00" WEST 2191.17 FEET; THENCE S 00 DEGREES 00' 00" EAST 392.20 FEET TO THE NORTHEAST CORNER OF THAT TRACT OF LAND KNOWN AS PARCEL 1 AS DESCRIBED BY DEED RECORDED AT RECEPTION #01932647 OF WELD COUNTY RECORDS AND THE POINT OF BEGINNING; THENCE S 90 DEGREES 00' 00" WEST 195.00 FEET; THENCE N 00 DEGREES 00' 00" WEST 166.02 FEET TO A POINT ON THE NORTHEASTERLY LINE OF THAT TRACT OF LAND KNOWN AS PARCEL 2 AS DESCRIBED BY DEED RECORDED AT RECEPTION #01932647 OF WELD COUNTY RECORDS; THENCE ALONG SAID NORTHEASTERLY LINE S 49 DEGREES 35' 20" EAST 256.10 FEET TO THE POINT OF BEGINNING, COUNTY OF WELD, STATE OF COLORADO; together with all improvements thereon and appurtenances thereto. 964266.7 EXHIBIT B TITLE EXCEPTIONS 1. RIGHT OF PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES AS RESERVED IN UNITED STATES PATENT RECORDED JUNE 25, 1890, IN BOOK 34 AT PAGE 332. 2. ACCESS RIGHTS CONVEYED BY INSTRUMENT RECORDED JANUARY 15, 1971 AT RECEPTION NO. 1560571. 3. EASEMENT GRANTED TO UNION RURAL ELECTRIC ASSOCIATION, INC., FOR ELECTRICAL FACILITIES, AND INCIDENTAL PURPOSES, BY INSTRUMENT RECORDED MAY 05, 1971, UNDER RECEPTION NO, 1578186. 4. EASEMENT GRANTED TO UNION RURAL ELECTRIC ASSOCIATION, INC., FOR ELECTRICAL FACILITIES, AND INCIDENTAL PURPOSES, BY INSTRUMENT RECORDED SEPTEMBER 06, 1972, UNDER RECEPTION NO. 1596958. 5. OIL AND GAS LEASE RECORDED JANUARY 21, 1976 UNDER RECEPTION NO, 1679348 AND ANY AND ALL ASSIGNMENTS THEREOF, OR INTERESTS THEREIN. 6. OIL AND GAS LEASE RECORDED MARCH 14, 1977 UNDER RECEPTION NO. 1713452 AND ANY AND ALL ASSIGNMENTS THEREOF, OR INTERESTS THEREIN. NOTE: EXTENSION OF THE ABOVE LEASE AS CLAIMED BY AFFIDAVIT OF PRODUCTION WAS RECORDED JULY 18, 1977 UNDER RECEPTION NO. 1724771 IN BOOK 803. 7. EASEMENT GRANTED TO THE MOUNTAIN STATES TELEPHONE AND TELEGRAPH COMPANY, FOR COMMUNICATION FACILITIES, AND INCIDENTAL PURPOSES, BY INSTRUMENT RECORDED MAY 06, 1981, UNDER RECEPTION NO. 1856984. 8. TERMS, CONDITIONS AND PROVISIONS OF PERMANENT MAINTENANCE EASEMENT RECORDED SEPTEMBER 12, 1985 AT RECEPTION NO. 2024644. 9. EASEMENT GRANTED TO THE UNION RURAL ELECTRIC ASSOCIATION, INC., FOR ELECTRICAL FACILITIES, AND INCIDENTAL PURPOSES, BY INSTRUMENT RECORDED MARCH 26, 1987, UNDER RECEPTION NO. 2093402. 10. EASEMENT GRANTED TO THE UNION RURAL ELECTRIC ASSOCIATION, INC., FOR ELECTRICAL FACILITIES, AND INCIDENTAL PURPOSES, BY INSTRUMENT RECORDED MAY 12, 1988, UNDER RECEPTION NO. 2140931. %1236.7 11. TERMS, CONDITIONS AND PROVISIONS OF TEMPORARY EASEMENT RECORDED SEPTEMBER 23,1993 AT RECEPTION NO. 2351682. 12. RIGHT OF WAY FOR IRRIGATION DITCH AS THE SAME EXISTS AND/OR IS USED. [If any of the foregoing Title Exceptions prove to be inapplicable, Landlord and Tenant will enter into an amendment to this Exhibit B deleting any inapplicable Title Exceptions.] %11/6.7 2 EXHIBIT C MEMORANDUM LEASE FORM [To be established by Landlord and Tenant during the Due Diligence Period] NOTICE OF FIRST EXTENSION OF ENTITLEMENTS PERIOD AND AMENDMENT TO LEASE Landlord, Burger Avenue Investments, LLP, a Colorado registered limited liability partnership, and Tenant, J.D. Carpenter Companies, Inc., entered into a Ground Lease for 3914 Colorado Hwy 119, Longmont, Colorado, dated February 15, 2011 (the "Lease"). Section 2(d) of the Lease provides that if the Development Approvals and Permits (as defined in the Lease) are not obtained by 180 days after the execution of the Lease (August 15, 2011, since August 14, 2011, is a Sunday), Tenant shall have the right to extend the Entitlements Period (as defined in the Lease) for three (3) successive thirty (30) day periods. Tenant hereby gives Landlord notice that it is extending the Entitlements Period for its first additional thirty (30) days to and including September 15, 2011. Landlord hereby accepts this instrument as such notice. Tenant reserves the right to further extend the Entitlements Period as provided in Section 2(d) of the Lease. Landlord acknowledges and agrees that Tenant has presented and Landlord has approved the Concept Plans (as defined in and pursuant to the review under Section 9(a) of the Lease). The approved Concept Plans are identified as the Building and Fuel Canopy Elevations dated June 16, 2011, and the Site Plan dated April, 2011, both being prepared by Galloway, Project No. SH0000001. Tenant has previously deposited with Landlord the sum of $15,000 pursuant to Section 3(i) of the Lease as pre -paid rent. Landlord and Tenant acknowledge that under Section 2(d) of the Lease, the extension fee for this first extension of the Entitlements Period is $7500.00 and is non-refundable subject to the terms of Section 9(a) of the Lease. Landlord and Tenant now further agree that Landlord shall apply $7500.00 of the aforesaid $15,000 payment for this first extension period in satisfaction of the required extension fee, and shall deduct that sum from pre -paid rent, leaving the sum of $7500.00 as pre -paid rent. Except as modified hereby, the Lease shall remain in full force and effect in accordance with its provisions. This agreement may be executed in counterparts, which together shall constitute one and the same instrument. Either party may make legal delivery of its signed counterpart by e-mail or facsimile transmission of a copy thereof. Dated this day of August, 2011. LANDLORD: TENANT: BURGER AVENUE INVESTMENTS, LLP Date David L. Osborn, Managing Partner 99461.3 J.D. CARPENTER COMPANIES, INC. Dave Carpenter, President to 933 IIIll 1111111111111111111I1111111111111111111111111111 3798933 10/14/2011 04:48P Weld County, CO 1 of 3 R 21.00 D 0.00 Steve Moreno Clerk & Recorder SPECIAL WARRANTY DEED [Statutory Form - C.R.S. § 38-30-115] BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership, formerly known as Burger Avenue Investments, Ltd. ("Grantor"), whose street address is 217 West Olive Street, Fort Collins, Colorado, Attention: David L. Osborn, for the consideration of Ten Dollars ($10.00) and other good and valuable consideration, in hand paid, hereby sells and conveys to BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership ("Grantee"), whose street address is 217 West Olive Street, Fort Collins, Colorado, Attention: David L. Osborn, the real property in the County of Weld and State of Colorado that is described on Exhibit A attached hereto and made a part hereof, with all its appurtenances, and warrants the title to the same against all persons claiming under Grantor, subject to the matters set forth on Exhibit B attached hereto and made a part hereof. Signed this im day of 0z STATE OF COLORADO , Lail( COUNTY OF I Mir ss. ,2011. BURGER AVENUE INVESTMENTS, LLP, a Colorado registered limited liability partnership (executing both as Grantor and Grantee, and, in its capacity as Grantor, formerly known as Burger Avenue Investments, Ltd. B David L. Osborn, Managing Partner The foregoing instrument was acknowledged before me this (I day of 2011 by David L. Osborn, Managing Partner of Burger Avenue Investments, LLP, a Colorado registered limited liability partnership. Witness my hand and official seal. commission expires: JEANNE T, SANFORD Notary Public State of Colorado 11, My ilARiRiIMIEJN F*plres November 16, 2013 Notary Pu c Convenience deed; consideration less than $500; no documentary fee required 998153.1 6.-VuAitch s THE OSBORN LAW FIRM, LLC 217 West Olive P.O. Box 2OO3 Fort Collins, CO RO522 1I111111111111111111111111111 IIIII III IIII 37799 89933 1 IIII IIII 0114/2011 04:48P Weld County, CO 2 of 3 R 21.00 D 0.00 Steve Moreno Clerk & Recorder Exhibit A LEGAL DESCRIPTION PARCEL I: A TRACT OF LAND SITUATE IN THE NE 1/4 OF THE NE 1/4 OF SECTION 10, TOWNSHIP 2 NORTH, RANGE 68 WEST OF THE 6TH P.M., WELD COUNTY, COLORADO, DESCRIBED AS FOLLOWS: BEGINNING AT THE NE CORNER OF SAID SECTION 10, THENCE SOUTH 89 DEGREES 31' WEST 450 FEET ALONG THE NORTH LINE OF THE NE 1/4 OF SAID SECTION 10, THENCE SOUTH 30 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF HIGHWAY NO. 119 (FORMERLY KNOWN AS HIGHWAY NO. 25), THE TRUE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 31' WEST 65 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE OF SAID HIGHWAY; THENCE SOUTH 45 DEGREES 05' WEST 234.1 FEET ALONG THE EASTERLY SIDE OF AN IRRIGATION DITCH; THENCE SOUTH 49 DEGREES 35' EAST 303.0 FEET; THENCE NORTH 362.7 FEET MORE OR LESS TO THE TRUE POINT OF BEGINNING; EXCEPT THAT PARCEL IN RULE AND ORDER RECORDED JANUARY 19, 1995 AT RECEPTION NO. 2423540, COUNTY OF WELD, STATE OF COLORADO; AND FURTHER EXCEPT THAT PORTION CONVEYED BY DEED RECORDED JANUARY 15, 1971 AT RECEPTION NO. 1560570. PARCEL II: THAT TRACT OF LAND LOCATED IN THE NE 1/4 OF SECTION 10, TOWNSHIP 2 NORTH, RANGE 68 WEST OF THE 6TH P.M., WELD COUNTY, COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NE CORNER OF SAID SECTION 10; THENCE ALONG THE NORTH LINE OF SAID NE 1/4 S 89 DEGREES 31' 00" WEST 450.00 FEET WHENCE THE NORTH 1/4 CORNER THEREOF BEARS S 89 DEGREES 31'00" WEST 2191.17 FEET; THENCE S 00 DEGREES 00' 00" EAST 392.20 FEET TO THE NORTHEAST CORNER OF THAT TRACT OF LAND KNOWN AS PARCEL 1 AS DESCRIBED BY DEED RECORDED AT RECEPTION 401932647 OF WELD COUNTY RECORDS AND THE POINT OF BEGINNING; THENCE S 90 DEGREES 00' 00" WEST 195.00 FEET; THENCE N 00 DEGREES 00' 00" WEST 166.02 FEET TO A POINT ON THE NORTHEASTERLY LINE OF THAT TRACT OF LAND !TOWN AS PARCEL 2 AS DESCRIBED BY DEED RECORDED AT RECEPTION 401932647 OF WELD COUNTY RECORDS; THENCE ALONG SAID NORTHEASTERLY LINE S 49 DEGREES 35' 20" EAST 256.10 FEET TO THE POINT OF BEGINNING, COUNTY OF WELD, STATE OF COLORADO. Parcels I and II described above constitute contiguous parcels, such contiguity being depicted in that survey recorded in the Weld County, Colorado (the "County") real property records on September 16, 2011, at Reception No. 3792832. Grantor and Grantee, for themselves and their successors in interest, and as a covenant and restriction running with the land for the benefit of the County, agree that Parcels I and II described above (i) shall constitute one unified parcel for purposes of the County's subdivision ordinances and regulations, and (ii) may not be transferred separately from one another unless they are subsequently resubdivided in accordance with the County's subdivision ordinances and regulations. A-1 938153.1 111111111111111111111111 liii 11111 11111 111111111111 liii 3798933 10114/2011 04:48P Weld County, CO 3 of 3 R 21.00 D 0.00 Steve Moreno Clerk & Recorder Exhibit B TITLE EXCEPTIONS 1. Taxes for the year 2011 and subsequent years, a lien not yet due and payable. 2. All easements, encumbrances and other matters of record. 958153.1 B-1 Q39510 LONGMONT, CO - EQUIPMENT LAYOUT 2 3914 COLORADO HIGHWAY 119 65'-0' ROLLER GRILLS 2 SANDWICH CASE CID VAULT DOORS 12 LOWTEMP DOORS 2 OR ICE MERCHANDISER 1 DR NOVELTY CASE 1 O BAKERY CASE 2 SLURPEE BARRELS 6 GONDOLA UNITS 27 END CMS 7 HIGNINALLS 22 TOTAL 34 TOTAL SO FT = 2,952 SALES FLOOR AREA =1.669 H FA lasmomemmoswavin wog OMIIMOIMMIREENalivilmig W1 MAP Mb. \ OWN Wean VIWYSIONIMIIIIINTS MA •00.1•41.0 OPIIIMG AU* ON TO ELEVEIIll 7 -ELEVEN, INC. March 31, 2020 Chloe Rempel, Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 RE: Transfer of Ownership/FMB Off Premises Licenses 7 -Eleven, Inc. dba 7 -Eleven Store 39510H 3914 Colorado Highway 119, Longmont, CO Dear Ms. Rempel: With respect to the control of alcohol beverage product at the above -referenced establishment, back stock for alcohol will be stored in the cooler which is inaccessible to guests. Alcohol doors have locks on the doors that remain locked during restricted hours. Only the manager or lead on duty is able to lock and unlock the doors. The store also verifies video and electronic transactions of receipts to verify that no alcohol sales are happening outside of saleable hours. Our register system also prevents scans of alcohol after 12pm and does not allow any sales before 8am. The store also requires ID for all restricted item sales during saleable hours. Should you have any questions, please do not hesitate to call me at 562-458- 8012. Thank you. Sincerely, Maria Figueroa Senior Flagship Area Manager- West Horizon Zone — 7 -Eleven, Inc. (562) 458-8012 Maria.FigueroaP7-11.com One Arts Plaza / 1722 Routh Street, Suite 1000 / Dallas, TX 75201 • Mailing Address: Box 711 / Dallas, TX 75221-0711 WELD COUNTY 7 -Eleven, Inc. ONLINE MAPPING SPR-2€7 100 Year A .--)4 4 I ri SPF.'364`.SPR CR_1 SF'R-129, 23:3EPR-;05 OIL N FACII_•ITYSPR--355 SPRI2 v PR -291 ,$PR17-0004 SPI?17-0010 AM ��Ku� SPR-9`3.1 s GAS •.r•4 - - nll U5K-"I bbb GPS PRODUCTION. 0A * r ` i w rr- �� SPF.-91 . P R 9 �R-41 c�'f�-:)' S R-62 - .r • ... ..■y i . a SPR-30cSPRL23 .,: e p ri- 07 10 3 : J .� - - Nr ...l. _ SI'R-438 r..i..,4:,..ft,y F... � 1� :; . ..•, C. C. 'ir la � —'41' L.rrJ9 /r • ` �1�, 1 1 R: Ir,n . ,:1,.. fr: -.�;, SPR=284 PR -175 • I- •tip. • • •r•�$ r • ' �i L r %.1L 1y' . 1 •�'-r- 'L, 1• �,• I .; K(p RY[I "1 ' .a...1 -.4e:: -s <�. _ er?JR-:35%274rAMS N. , ; 9 e::-= _ -zs �•�w S R -2U3 ;� = , �y JUMPERA I •'r. _. '• _.. •r �a Rr Notes USR12-0012 COMMUNICAITO � 1 1 11111 PR -104 SPR-201 • _ 1us) Year A 2,234.7 WGS 1984_Web_Mercator_Auxiliary_Sphere c Weld County Colorado 0 1,117.34 2,234.7 Feet This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION Legend • L_J Parcels USR - Uses by Special Revievn SPR - Site Plan Review Floodplain - 500 Year Floodplain - 100 Year Zone A Floodplain - 100 Year Floodwa Floodplain - 100 Year Zone AE Floodplain - 100 Year Zone Al- Floodplain - 100 Year Zone AC Address Label Highway County Boundary 3914 State Highway 119, Longmont, CO 80504 FRONTAGE RD CONNECTOR 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 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 6/7/2021 Property Report Weld County PROPERTY PORTAL Property Information (970) 400-3650 Technical Support (970) 400-4357 Account: R5588586 June 7, 2021 Account Information Account Parcel Space Type Account Tax Year Buildings Actual Value Assessed Value R5588586 131310100012 i Commercial 2021 1 1,955,785 567,180 Legal 25107C PT NE4 10 2 68 BEG AT PT S89D31'W 450' & 30'S OF NE COR S89D31'W 65' S45D05'W 234.1' S49D35'E 303' N362.7' TO BEG EXC PARCEL AWARDED TO HWY DEPT L_ Subdivision Block Lot Land Economic Area FIRESTONE DEL CAMINO W OF 1-25 Property Address Property City Zip Section Township T Range 3914 119 HIGHWAY WELD 10 02 68 Owner(s) Account Owner Name Address R5588586 BURGER INVESTMENTS AVENUE LLP 217 CO W OLIVE 805212714 ST FORT COLLINS, Document History https://propertyreport.co.weld.co.us/?account=R5588586 1/7 6/7/2021 Property Report Reception Rec Date Type Grantor Grantee Doc Fee Sale Date Sale Price 01966823 05-14-1984 WDN 0.00 01-01-1900 0 1706448 12-21-1976 COZ WELD COUNTY ZONING CASE: ZONING Z-106* C-3 0.00 0 2067157 08-29-1986 WD SCHRADER OIL CO BURGER AVENUE INVESTMENTS LTD 35.00 08-25-1986 350,000 3798933 10-14-2011 - SWDN BURGER AVENUE INVESTMENTS LLP BURGER AVENUE INVESTMENTS LLP 0.00 10-11-2011 0 3853848 06-20-2012 SPR SITE REVIEW PLAN SPR-445 0.00 0 4617668 08-10-2020 SURV RV R68 NE4 T2 PT S10 R68 NE4 T2 PT S10 0.00 08-03-2020 0 X0012915 05-14-1984 CON UNK INVESTMENTS BURGER AVENUE LTD 17.00 05-14-1984 170,000 Building Information Building 1 AccountNo Building ID Occupancy R5588586 I 1 Convenience Store ID Type NBHD Occupancy % Complete Bedrooms Baths Rooms 1 Commercial 3919 Convenience Store 100 0 0 0 ID Exterior Roof Cover Interior HVAC Perimeter Units Unit Type Make Flat Package Unit 296 0 https://propertyreport.co.weld.co.us/?account=R5588586 2/7 6/7/2021 Property Report ID Square Ft CondoGarageCarport SF Total Basement SF Finished Basement SF SF SF Balcony SF Porch SF 1 1 4,292 0 0 0 0 0 0 0 Built As Details for Buildinu 1 ID Built As Square Ft Year Built Stories Length Width 1.00 Convenience Store 4292 1986 1 0 0 Additional Details for Building 1 ID Detail Type Description Units 1 Add On Asphalt 17,100 1 Add On Corn Canopies Steel Average 3,360 1 Add 4 On 4 Concrete Slab 4,500 Valuation Information Type Code Description Actual Value Assessed Value Acres Land SqFt Improvement 2212 1,097,916 318,400 0.000 0 Improvement 2230 406,079 117,760 0.000 0 Land 2130 451,790 131,020 1.037 45,156 Totals - - 1,955,785 567,180 1.037 45,156 Comparable sales for your Residential or Commercial property may be found using our SALES SEARCH TOOL Tax Authorities https://propertyreport.co.weli.co.us/?account=R5588586 3/7 6/7/2021 Property Report Tax Area District ID i I Name Current MillDistrict Levy 2341 1050 HIGH PLAINS LIBRARY 3 181 2341 0311 LEFT HAND WATER 0 000 2341 1202 LONGMONT CONSERVATION I 0 000 2341 0512 MOUNTAIN VIEW FIRE PROTECTION DISTRICT I 16 247 2341 0301 I (NCW) NORTHERN COLORADO WATER 1 000 2341 0213 SCHOOL DIST RE1J-LONGMONT 56 542 2341 0620 ST VRAIN SANITATION 0 475 2341 0100 WELD COUNTY 15 038 Total - - 92 483 Photo https //propertyreport co weld co us/account=R5588586 4/7 6/7/2021 Property Report Sketch https://propertyreport.co.we d.co.us/?account=R5588586 5/7 6/7/2021 Property Report 23.6' 20.7' R/R R/R '' 11.9' Storage 55.7' Office Building 1 Page 1 36.5' First Floor 4292.4 sf 16 to 18' WH Cooler 37, Map https://propertyreport.co.weld.co.us/?account=R5588586 6/7 6/7/2021 Property Report Maxar I Weld County Government Powered by Esri HIGHWAY 119 WB HIGH : Y 119 EB Get additional detail with the Map Search. Copyright © 2021 Weld County, Colorado. All rights reserved. Privacy Policy & Disclaimer Accessibility Information https://propertyreport.co.weld.co.us/?account=R5588586 7/7 June 28, 2021. CLERK TO THE BOARD PHONE: (970) 400-4225 FAX: (970) 336-7233 1150 O STREET P.O. BOX 758 GREELEY, COLORADO 80632 www.weldgov.com ATTN::.YOLANDA KOLLE-KOLLE 7 -ELEVEN LICENSING 7 -ELEVEN, INC. DBA 7 -ELEVEN STORE 39510H P.O. BOX 219088 DALLAS, TX 75221 RE: RENEWAL APPLICATION FOR A FERMENTED MALT BEVERAGE OFF -PREMISES (COUNTY) LIQUOR LICENSE - 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H Dear Applicant: This is to advise you that the Weld County Board of Commissioners will hear your request for renewal of a liquor license at the property described as: 3914 State Highway 119, Longmont, Colorado 80504. The meeting is scheduled for Wednesday, June 30, 2021, at 9:00 a.m., in the Chambers of the Board of County Commissioners of Weld County, Colorado, Weld County Administration Building, 1150 O Street, Assembly Room, Greeley, Colorado 80631. While this is a public meeting and you are welcome to attend, your attendance is not mandatory at this time. The meeting will be live -streamed at www.weldgov.com. If you have any questions concerning this matter, please do not hesitate to contact me at (970) 400-4213 or crempel@weldgov.com. Sincerely, GZ" Rore, Chloe A. Rempel Deputy Clerk to the Board Supervisor cc: Weld County Attorney's Office Chloe Rempel From: Sent: To: Subject: Attachments: Good morning, Chloe Rempel Monday, June 28, 2021 11:46 AM Kolle-Kolle, Yolanda; electronicrenewals@7-11.com NOTICE OF HEARING - Renewal Liquor License Application - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H NOTICE OF HEARING - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H.pdf This is to advise you that the Weld County Board of Commissioners will hear your request for renewal of a liquor license at the property described as: 3914 State Highway 119, Longmont, Colorado 80504. The meeting is scheduled for Wednesday, June 30, 2021, at 9:00 a.m. Please see the attached letter for further information (hard -copy to follow). Sincere regards, Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempel@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 WELD COUNTY LIQUOR LICENSE CERTIFICATE OF MAILING FIRST NAME LAST NAME COMPANY ADDRESS 1 CITY STATE POSTAL CODE YOLANDA KOLLE-KOLLE 7 -ELEVEN LICENSING, 7 - ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H P.O. BOX 219088 DALLAS TX 75221 electronicrenewals@7-11.com I hereby certify that I have sent a notification of hearing date letter in accordance with the notification requirements of Weld County in the United States Mail, postage prepaid First Class Mail by letter as addressed on the attached list this 28th day of June, 2021. e..09,4_, ad. Chloe A. Rempel Deputy Clerk to the Board Supervisor FERMENTED MALT BEVERAGE OFF -PREMISES (COUNTY) LIQUOR LICENSE - 7 -ELEVEN, INC , DBA 7 -ELEVEN STORE 39510H Receipts EVEn ■ 513547 7 -Eleven, Inc. 3200 Hackberry Rd Irving, TX 75063 WELD COUNTY Check No. 0212848973 Date: 04-30-2021 Loc Store Inv Date Inv No Gross Discount Net Reference SH Code 04-26-2021 39510H/BEER-21 107.50 0.00 107.50_39510H BEER 0LIC711 - TOTAL 107.50 0.00 107.50 O E2 o .3 O L- O o -4-E• co as -c� U ° o a) O Un CO co O CO 0 O a a) a) 0 RECEIPT DATE QQ,(O7 ,&OO I No 91492 RECEIVED FROM al - (tV&01 ADDRESS 3900 Hcserr Rd.1 ZNi h � �X aal 60(03 One Hundred Stven c)iI goo s 10 7 . 50 FOR L=QR - COV nm. Rat/0a • Fat HOW PAID CASH CHECK 50 to] MONEY ORDER Vag c-i8r 9 73 FinE' off scs B Y 107 THE FACE OF THIS DOCUMENT HAS A COLORED BACKGROUND ON WHITE PAPER 7 -Eleven, Inc. 3200 Hackberry Rd Irving, TX 75063 513547 LOCI__0LIC711 Pay Eartlti One Hundred Seven Dollars And 50 Cents o the Order of: WELD COUNTY CLERK TO THE BOARD 1150OST GREELY CO 80631 BANK OF AMERICA ATLANTA, GA Date 04-30-2021 Void after 180 days PAY ONLY 64-1278 0611 Check No 0212848973 107.50 7 -Eleven, Inc. frThr 1.91 VP & Treasurer Not valid in excess of $100.000 Unless countersigned 002 2EO-1139 3" i:06LLL27881:329901125?fill■ LEVE(1 18366 7 -Eleven, Inc. 3200 Hackberry Rd Irving, TX 75063 COLORADO REVENUE DEPT Check No. 0212848775 Date: 04-30-2021 Loc Store Inv Date Inv No Gross Discount Net Reference SH Code 04-26-2021 39510H/LIQ-21 117.50 0.00 117.50 04-01356 LIQUOR 0LIC711 - TOTAL 117.50 0.00 117.50 CN CO co 0 CO C CU W ) O RECEIPT DATE QCoIcfl(QQQt RECEIVED FROM E.1 Ieverj nc . Na 91491 ADDRESS fe &oo Hot-CAbum- Rd. Z'r-v; n X 00O3 cle nuva Lie • Li FOR L=Q*' 5 -TA HOW PAID! CASH CHECK l 1 �] 50 MONEY ORDER 54 THE FACE OF THIS DOCUMENT HAS A COLORED BACKGROUND ON WHITE PAPER 7 -Eleven, Inc. 3200 Hackberry Rd Irving, TX 75063 18366 LOCI0LIC711 Pas Exactly One Hundred Seventeen Dollars And 50 Cents 'to the Order of: COLORADO REVENUE DEPT 1375 SHERMAN ST DENVER, CO 80261 0013 BANK OF AMERICA ATLANTA. GA Date 04-30-2021 Void after 180 days PAY ONLY 64-1278 0611 Check No 0212848775 117.50 7 -Eleven, Inc0 VP & Treasurer Not valid in excess of $100,000 Unless countersigned ll'02L28L,87?511' 1:06LLL2788':32990425 ?Ito FERMENTED MALT BEVERAGE OFF -PREMISES (COUNTY) LIQUOR LICENSE - 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H Staff Referral Responses Chloe Rempel From: Sent: To: Subject: Attachments: Good afternoon, Chloe Rempel Monday, June 7, 2021 4:16 PM Alan Caldwell; Bethany Pascoe; Bob Choate; Bruce Barker; Curtis Hall; Dawn Anderson; Don Dunker; Elizabeth Relford; Gabri Vergara; Hannah Dutrow; Jose Gonzalez; Karin McDougal; Lauren Light; Michael Knee; Nick Trautner; Tom Parko Jr.; Wendi Inloes RENEWAL LIQUOR LICENSE - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Staff Referral Memo - 7 -Eleven, Inc.pdf; Renewal Liquor License - 7 -Eleven, Inc.pdf In accordance with the procedures for processing Renewal Liquor License Applications, please complete and return the attached "Staff Referral Memo — 7 -Eleven, Inc.". Your report will be used by the Board of County Commissioners in considering the Applicant's Liquor License. PLEASE RESPOND NO LATER THAN: Wednesday, June 23, 2021 Please note: 1. Applicant: 7 -Eleven, Inc. dba 7 -Eleven Store 39510H Parmjeit Singh, operating manager (date of birth and home address for the operating manager pending from 7 -Eleven corporate) Address: 3914 State Highway 119, Longmont, CO 80504 File Location: LC0052 2. Fermented Malt Beverage Off -Premises (County) Liquor Licenses are authorized for the sale of malt beverages for off -premises consumption only. 3. Property is permitted under SP -445. Thank you, Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempel@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 MEMORANDUM TO: Board of County Commissioners FROM: Dawn Anderson DEPARTMENT: Public Works DATE: June 8, 2021 SUBJECT: Renewal Liquor License Application The Weld County Clerk to the Board's Office has received an application for the renewal of a liquor license in Unincorporated Weld County: License Type: Fermented Malt Beverage Off -Premises (County) Liquor License Applicant(s): 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Address: 3914 State Highway 119, Longmont, CO 80504 File Location: LC0052 Reply By: Wednesday, June 23, 2021 The application is submitted to you for review and recommendation. Any comments or recommendation you consider relevant to this request would be appreciated. Please reply by the above listed date so that we may give full consideration to your recommendation. If you have any further questions regarding the application please do not hesitate to contact me at (970) 400-4213 or crempel(a weldgov.com. El El We have reviewed the request and find no conflicts with our interests. We have reviewed the request and find that we are NOT in support of the requested renewal application. We have reviewed the request, and recommend approval given that the below or attached conditions are met. See attached letter, or comments below. MEMORANDUM TO: Board of County Commissioners FROM: Jose Gonzalez DEPARTMENT: Building DATE: 06/10/21 SUBJECT: Renewal Liquor License Application The Weld County Clerk to the Board's Office has received an application for the renewal of a liquor license in Unincorporated Weld County: License Type: Fermented Malt Beverage Off -Premises (County) Liquor License Applicant(s): 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Address: 3914 State Highway 119, Longmont, CO 80504 File Location: LC0052 Reply By: Wednesday, June 23, 2021 The application is submitted to you for review and recommendation. Any comments or recommendation you consider relevant to this request would be appreciated. Please reply by the above listed date so that we may give full consideration to your recommendation. If you have any further questions regarding the application please do not hesitate to contact me at (970) 400-4213 or crempelAweldgov.com. El We have reviewed the request and find no conflicts with our interests. We have reviewed the request and find that we are NOT in support of the requested renewal application. We have reviewed the request, and recommend approval given that the below or attached conditions are met. See attached letter, or comments below. MEMORANDUM TO: Board of County Commissioners FROM: Nick Trautner DEPARTMENT: Environmental Health DATE: 6/10/21 SUBJECT: Renewal Liquor License Application The Weld County Clerk to the Board's Office has received an application for the renewal of a liquor license in Unincorporated Weld County: License Type: Fermented Malt Beverage Off -Premises (County) Liquor License Applicant(s): 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Address: 3914 State Highway 119, Longmont, CO 80504 File Location: LC0052 Reply By: Wednesday, June 23, 2021 The application is submitted to you for review and recommendation. Any comments or recommendation you consider relevant to this request would be appreciated. Please reply by the above listed date so that we may give full consideration to your recommendation. If you have any further questions regarding the application please do not hesitate to contact me at (970) 400-4213 or crempel(cr�weldgov.com. ❑✓ El We have reviewed the request and find no conflicts with our interests. We have reviewed the request and find that we are NOT in support of the requested renewal application. We have reviewed the request, and recommend approval given that the below or attached conditions are met. See attached letter, or comments below. MEMORANDUM To: Chloe Rempel, Deputy Clerk to the Board June 10, 2021 From: Bethany Pascoe, Zoning Compliance Officer, Dept. of Planning Services Subject: LC0052 Review of the following Liquor License Renewal and Transfer application by the Department of Planning Services, shows the following: PERMIT INFORMATION: Sales Tax License #: 4296171-0005 Current Licensee Name: 7 -Eleven, Inc. Dba: 7 -Eleven Store 39510H Mailing Address: ATTN: 7 -Eleven Licensing, PO Box 219088, Dallas, Tx 75221 Situs Address: 3914 Colorado Highway 119, Longmont, Co 80504 PROPERTY INFORMATION: Parcel Number: 1313-10-1-00-012 (1.037 acres +/-) Zone District: C-3 (Commercial) (Z-106) Land Use: Site Plan Review (SPR-445) Upon review of my case files and computer, no active Zoning Violations were noted. STAFF COMMENTS: No Planning or Compliance comments. SERVICE, TEAMWORK, INTEGRITY, QUALITY MEMORANDUM TO: Board of County Commissioners FROM: Lt Michael Knee DEPARTMENT: Weld COunty Sheriffs Office DATE: 06/10/2021 SUBJECT: Renewal Liquor License Application The Weld County Clerk to the Board's Office has received an application for the renewal of a liquor license in Unincorporated Weld County: License Type: Fermented Malt Beverage Off -Premises (County) Liquor License Applicant(s): 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Address: 3914 State Highway 119, Longmont, CO 80504 File Location: LC0052 Reply By: Wednesday, June 23, 2021 The application is submitted to you for review and recommendation. Any comments or recommendation you consider relevant to this request would be appreciated. Please reply by the above listed date so that we may give full consideration to your recommendation. If you have any further questions regarding the application please do not hesitate to contact me at (970) 400-4213 or crempel(a welddov.com. We have reviewed the request and find no conflicts with our interests. We have reviewed the request and find that we are NOT in support of the requested renewal application. We have reviewed the request, and recommend approval given that the below or attached conditions are met. See attached letter, or comments below. A search in Spillman for 3914 HY 119 did not show any concerns. A search of Yolanda Kolle-Kolle did not show any concerns. FERMENTED MALT BEVERAGE OFF -PREMISES (COUNTY) LIQUOR LICENSE - 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H Miscellaneous Correspondence June 30, ,2021: CLERK TO THE BOARD PHONE: (970) 400-4225 FAX: (970) 336-7233 1150 O STREET P. O. BOX 758 GREELEY, COLORADO 80632 www.weldgov.com COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION P.O. BOX 17087 DENVER, CO 80217-0087 RE: APPLICATION FOR RENEWAL OF A FERMENTED MALT BEVERAGE OFF -PREMISES (COUNTY) LIQUOR LICENSE - 7 -ELEVEN, INC., DBA 7 -ELEVEN STORE 39510H To Whom It May Concern: Please see the attached renewal application, a copy of all supporting documentation, and the associated fees. The Weld County Board of Commissioners approved the application on Wednesday, June 30, 2021. Check #: 212848775 Check Date: April 30, 2021 Amount: $117.50 If you have questions or need additional information, please do not hesitate to contact me at (970) 400-4213. Very truly yours, O2i)./2, a, PfaAtAL Chloe A. Rempel Deputy Clerk to the Board Supervisor crempel@weldgov.com 6/30/2021 FedEx Ship Manager - Print Your Label(s) C) O U) Co vo Z 1HOIN213A0 A1I IORId do£:ol•Mrzo-I213 NrtEt m J211321033101uu o< C w �m Imo `r'z A wC �m m o c) co m m m 0 0-o m 7i o 0 0 L80L I. X08 Od (-) 0 0 0 0 m m z 0 T m m C m 56DJ2/0265JFE4A 0 r- 5 0 z C7 m m 0 cn 0 z co ,,,m=73 mm o'n— or o' -'?n---2 m wo, Z, �C�G) mo m .� mo ��n w73 w m 2B0NaS ilia After printing this label: 1. Use the 'Print' button on this page to print your label to your laser or inkjet printer. 2. Fold the printed page along the horizontal line. 3. Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping. Using a photocopy of this label for shipping purposes is fraudulent and could result in additional billing charges, along with the cancellation of your FedEx account number. Use of this system constitutes your agreement to the service conditions in the current FedEx Service Guide, available on fedex.com.FedEx will not be responsible for any claim in excess of $100 per package, whether the result of loss, damage, delay, non-delivery,misdelivery,or misinformation, unless you declare a higher value, pay an additional charge, document your actual loss and file a timely claim.Limitations found in the current FedEx Service Guide apply. Your right to recover from FedEx for any loss, including intrinsic value of the package, loss of sales, income interest, profit, attorney's fees, costs, and other forms of damage whether direct, incidental,consequential, or special is limited to the greater of $100 or the authorized declared value. Recovery cannot exceed actual documented loss.Maximum for items of extraordinary value is $1,000, e.g. jewelry, precious metals, negotiable instruments and other items listed in our ServiceGuide. Written claims must be filed within strict time limits, see current FedEx Service Guide. https://www.fedex.com/shipping/shipmentConfirmationAction.handle?method=doContinue 1/2 6/30/2021 FedEx Ship Manager - Print Your Label(s) Shipment Receipt Address Information Ship to: LIQUOR ENFORCEMENT DIVISION COLORADO DEPARTMENT OF REVENUE PO BOX 17087 DENVER, CO 802170087 US 3032052300 Ship from: CHLOE REMPEL WELD COUNTY 1150 O STREET RM 166 GREELEY, CO 80631 US 9704004225 Shipment Information: Tracking no.: 774147792848 Ship date: 07/01/2021 Estimated shipping charges: 7.68 USD Package Information Pricing option: FedEx Standard Rate Service type: Priority Overnight Package type: FedEx Envelope Number of packages: 1 Total weight: 1 LBS Declared Value: 0.00 USD Special Services: Pickup/Drop-off: Drop off package at FedEx location Billing Information: Bill transportation to: COUNTYOFWELD-483 DEPARTMENT NAME: WELD CLERK TO THE BOARD SENDER NAME: CHLOE A. REMPEL ADDITIONAL INFO: CTB DEPARTMENT ORGANIZATION CODE: 10400 Thank you for shipping online with FedEx ShipManager at fedex.com. Please Note FedEx will not be responsible for any claim in excess of $100 per package, whether the result of loss, damage, delay, non -delivery, misdelivery, or misinformation, unless you declare a higher value, pay an additional charge, document your actual loss and file a timely claim. Limitations found in the current FedEx Service Guide apply. Your right to recover from FedEx for any loss, including intrinsic value of the package, loss of sales, Income interest, profit, attorney's fees, costs, and other forms of damage whether direct, incidental, consequential, or special is limited to the greater of $100 or the authorized declared value. Recovery cannot exceed actual documented loss. Maximum for items of extraordinary value is $1000, e.g., jewelry, precious metals, negotiable instruments and other items listed in our Service Guide. Written claims must be filed within strict time limits; Consult the applicable FedEx Service Guide for details. The estimated shipping charge may be different than the actual charges for your shipment. Differences may occur based on actual weight, dimensions, and other factors. Consult the applicable FedEx Service Guide or the FedEx Rate Sheets for details on how shipping charges are calculated. https://www.fedex.com/shipping/shipmentConfirmationAction.handle?method=doContinue 2/2 Chloe Rempel From: Sent: To: Cc: Subject: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com> Friday, June 25, 2021 10:13 AM Chloe Rempel Wolf, Jeanne RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H 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. Yes, ma'am Thank You, Yolanda Kolle-Kolle I Compliance Specialist Cypress Waters 13200 Hackberry Rd I Irving, TX 75063 Store Support Center I PO Box 219088 I Dallas, TX 75221-9088 972.828.6776 I (f) 972.828.1037 I C yolanda.kolle-kolle@7-11.com From: Chloe Rempel <crempel@weldgov.com> Sent: Friday, June 25, 2021 11:11 AM To: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com> Cc: Wolf, Jeanne <Jeanne.Wolf@7-11.com> Subject: RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H **External - Potential security risk - Exercise caution** Okay, thank you - I will amend the application as soon as I receive the information from Ms. Wolf. Best, Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 0 Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempel(�weldgov.corn 1 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: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com> Sent: Friday, June 25, 2021 8:49 AM To: Chloe Rempel <crempel@weldgov.com> Cc: Wolf, Jeanne <Jeanne.Wolf@7-11.com> Subject: RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Importance: High 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. Yes, ma'am. I am very comfortable with you amending the renewal because this is a very important matter. I want the store to be able to receive the new alcohol license on time. I thank you very much for assisting. Thank You, Yolanda Kolle-Kollel Compliance Specialist Cypress Waters 13200 Hackberry Rd I Irving, TX 75063 Store Support Center I PO Box 219088 I Dallas, TX 75221-9088 'a 972.828.6776 I (f) 972.828.10 37 I yolanda.kolle-kolleP7-11.com From: Chloe Rempel <crempel@weldgov.com> Sent: Friday, June 25, 2021 9:43 AM To: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com> Cc: Wolf, Jeanne <Jeanne.Wolf@7-11.com> Subject: RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H **External - Potential security risk - Exercise caution** Yolanda, When I receive this information, are you comfortable with me entering it into and amending your renewal application? Thank you, Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 O Street Greeley, CO 80631 2 Chloe Rempel From: Sent: To: Subject: Wolf, Jeanne <Jeanne.Wolf@7-11.com> Friday, June 25, 2021 6:12 PM Chloe Rempel; Kolle-Kolle, Yolanda Re: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H 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. Address is: 23793 E Eads Drive Aurora Co 80016 Phone: 720-630-6843 Thanks, Jeanne Wolf Market Leader- Market 1755 Western Zone From: Chloe Rempel <crempel@weldgov.com> Sent: Friday, June 25, 2021 4:39:17 PM To: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com> Cc: Wolf, Jeanne <Jeanne.Wolf@7-11.com> Subject: RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H **External - Potential security risk - Exercise caution** Yolanda, I still haven't heard back from Ms. Wolf. Please try to obtain this information from her prior to 10:30 a.m. Monday morning. Thank you, Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempel@weldgov.com 1 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: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com> Sent: Friday, June 25, 2021 8:27 AM To: Chloe Rempel <crempel@weldgov.com> Cc: Wolf, Jeanne <Jeanne.Wolf@7-11.com> Subject: RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Importance: High 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 Jeanne, May I ask if you can email Chole your home address & phone number? Thank You, Yolanda Kolle-Kollel Compliance Specialist Cypress Waters 3200 Hackberry Rd Irving, IX 75063 Store Support Center I PO Box 219088 I Dallas, TX 75221-9088 Pi 972.828.6776 I (f) 972.828.1037 I volanda.kolle-kolle@7-11.com From: Chloe Rempel <crempel@weldgov.com> Sent: Friday, June 25, 2021 9:26 AM To: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com> Cc: Wolf, Jeanne <Jeanne.Wolf@7-11.com> Subject: RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H **External - Potential security risk - Exercise caution** Good morning, I also need her home address please. Thank you, 2 Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 0 Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempel(a�weldpov.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: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com> Sent: Friday, June 25, 2021 8:23 AM To: Chloe Rempel <crempel@weldgov.com> Cc: Wolf, Jeanne <Jeanne.Wolf@7-11.com> Subject: FW: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Importance: High 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 Chole, Please see the email below from Jeanne and use her information on the alcohol renewal. Thank You, Yolanda Kolle-Kollel Compliance Specialist Cypress Waters ! 3200 Hackberry Rd j Irving, TX 75063 Store Support Center j PO Box 219088 j Dallas, TX 75221-9088 972.828.6776 j (f) 972.828.1037 I volanda.kolle-kolle@7-11.com From: Wolf, Jeanne <Jeanne.Wolf@7-11.com> Sent: Thursday, June 24, 2021 8:36 PM To: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com>; Darwish, Nagham <Nagham.Darwish@7-11.com> Subject: Re: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H 3 You can just use my name and date of birth as 7/10/76 Thanks, Jeanne Wolf Market Leader- Market 1755 Western Zone From: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com> Sent: Thursday, June 24, 2021 9:51:35 AM To: Darwish, Nagham <Nagham.Darwish@7-11.com>; Darwish, Nagham <Nagham.Darwish@7-11.com> Cc: Wolf, Jeanne <Jeanne.Wolf@7-11.com> Subject: FW: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Hello I sent this email to Maria Figueroa and I received an out of office reply advising to contact Mrs. Jeanne Wolf or Music (a store leader) May I ask if Parmjeit Singh is still the operating manager at 7 -Eleven Store 39510H? if so can you please email his/her date of birth? Please see below email.. this is Urgent I receive this information today or the store will not receive the new alcohol license. if Parmjeit is not the manager please provide who is and their date of birth Thank You, Yolanda Kolle-Koller Compliance Specialist Cypress Waters 13200 Hackberry Rd I Irving, TX 75063 Store Support Center I PO Box 219088 I Dallas, TX 75221-9088 lit 972.828.6776 I (f) 972.828.1037 I Ll. volanda.kolle-kolleO7-11.com From: GM-ElecRenewals <ElectronicRenewals@7-11.com> Sent: Thursday, June 24, 2021 8:46 AM To: Kolle-Kolle, Yolanda <Yolanda.Kolle-kolle@7-11.com> Subject: FW: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Importance: High Ashley Large Licensing Coordinator 972.828.2433 4 From: Chloe Rempel <crempel@weldgov.com> Sent: Wednesday, June 23, 2021 5:30 PM To: GM-ElecRenewals <ElectronicRenewals@7-11.com> Subject: RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Importance: High **External - Potential security risk - Exercise caution** Good afternoon, If I do not hear from someone with the below requested information by Monday, June 28, 2021, at 10:30 a.m., I will be forced to cancel your renewal hearing for the liquor license at 3914 State Highway 119, Longmont, CO 80504, as the application will be deemed incomplete. Thank you, Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempel(a�weldgov.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: Chloe Rempel Sent: Thursday, June 10, 2021 1:15 PM To: electronicrenewals@7-11.com Subject: RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Good afternoon, This email is intended for Yolanda Kolle-Kolle, 7 -Eleven Licensing. Please see the below email string. On the renewal application for 7 -Eleven, Inc., dba 7 -Eleven Store 39510H, you indicated Parmjeit Singh is the operating manager, but did not complete the field for his or her date of birth. Can you please provide this information so I may deem your application complete? After closer look, it appears that you also listed the home address for Parmjeit Singh as the same address as the gas station. Please provide an accurate home address for Parmjeit Singh. 5 Thank you! Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 0 Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempel(c .weldgov. 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: Chloe Rempel Sent: Monday, June 7, 2021 4:15 PM To: electronicrenewals@7-11.com Subject: RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Good afternoon, After closer look, it appears that you also listed the home address for Parmjeit Singh as the same address as the gas station. Please provide an accurate home address for Parmjeit Singh. Thank you, Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempel(((c)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 6 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 Rempel Sent: Monday, June 7, 2021 3:25 PM To: electronicrenewalsP7-11.com Subject: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Good afternoon, This email is intended for Yolanda Kolle-Kolle, 7 -Eleven Licensing. On the renewal application for 7 -Eleven, Inc., dba 7 -Eleven Store 39510H, you indicated Parmjeit Singh is the operating manager, but did not complete the field for his or her date of birth. Can you please provide this information so I may deem your application complete? Thank you, Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempela(..weldgov.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 Chloe Rempel From: Sent: To: Subject: Good afternoon, Chloe Rempel Monday, June 7, 2021 4:15 PM electronicrenewals@7-11.com RE: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H After closer look, it appears that you also listed the home address for Parmjeit Singh as the same address as the gas station. Please provide an accurate home address for Parmjeit Singh. Thank you, Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 O Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempel@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. From: Chloe Rempel Sent: Monday, June 7, 2021 3:25 PM To: electronicrenewals@7-11.com Subject: Renewal Application for a Fermented Malt Beverage Off -Premises (County) Liquor License - 7 -Eleven, Inc., dba 7 -Eleven Store 39510H Good afternoon, This email is intended for Yolanda Kolle-Kolle, 7 -Eleven Licensing. On the renewal application for 7 -Eleven, Inc., dba 7 -Eleven Store 39510H, you indicated Parmjeit Singh is the operating manager, but did not complete the field for his or her date of birth. Can you please provide this information so I may deem your application complete? Thank you, i Chloe A. Rempel Deputy Clerk to the Board Supervisor Clerk to the Board's Office Weld County 1150 0 Street Greeley, CO 80631 Tel: (970) 400-4213 Email: crempel(a�weldgov.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. 2 Site Plan Review SPR-445 COLORADO Planner: Parcel Numbers Applicant Legal Description. Zoning: Situs: Proposed Use: PL STAFF REPORT RETAINED IN TYLER. REMAINDER RETAFNIED IN PAPER LIQUOR FILE. ORIGINAL CASE FILE MAINTAINED BY PLANNING„ SIFF PLAN REVIEW Athiciptistrative Review Kim Ogle Case Number: Site PLan Review PR -445 1313-1g-1-00-012 and 1313-10-1-00-036 David Carpenter J.D. Carpenter Company 4060 NW Urbandale Drive Urbandale, Iowa 50322 Part NE4 Section 10, T2N„ R68of the 6°" P.M., Weld County, Co C-3 (Business Commercial) 3914 Hwy 119, Longrnont, Colorado 60504 Site Plan Review for stores and shops furnishing services and merchandise at retail to the general public: restaurants, including drive-in restaurants and gasoline service stations, car washes and vehicle service/repair establishments Site Plan Review Standards Comments Meets lime teat of the Weld County Site Plan Certification YES Retention Facilities Department of Pubtic Works referral dated July 7, 2011 ,DES off street Parking47 iapartmeril spaces delineated of Planting Services on plans calculation 21 spaces: YES Loading • Areas YES Muss Department of Public Works referral dated July 7.2011 'ES Setback Requirements 25 Feet YES Kse't R qu'rer�enis 10 Feet YES Lan�ds�capinYES Tra h ollectinr� and ior.a a YES P table Water Left Hand Water District. Tap No. 904041-U5 YES Sewage Dispesal St Vramn Sanitation service is available District, and a tap the applicant has been to acquired provide evidence that NO Environment Standards Department 2011 of Public Health and Environment referral dated July 1. YES Property Maintenance YES Narrative: Site Plan Review No. 76 was previously reviewed and approved by staff in 1986 for Burger King Restaurant. This application is for a convenience store, gas station with pumps and a restaurant including a drive-in restaurant. Galloway and Company, Inc. who represents the JD. Carpenter Company has no affiliation to the previous owners at this location. Given the current owner, and the proposed use as herein defined, to include, stores and shops furnishing services and merchandise at retail to the general public; restaurants, including drive-in restaurants and gasoline service stations, car washes and vehicle service/repair establishments in the 0-3 (Business Commercial) Zone District, Site Plan Review No, 445 will take precedence for all specific site related improvement and activities, thereby making SPR-76 obsolete. The property owner should request to vacate Site Plan Review # 76 in writing. The property is to be redeveloped into a modern convenience store with a quick service restaurant and retail fuel sales component, The existing 3990 square foot single story building will be remodeled into an approximately 2790 square foot convenience store and an approximate 1200 square foot quick service restaurant. The convenience store and retail fuel sales component will operate 24 hours a day and the facility will offer convenience oriented retail merchandise as well as pre-packaged and self service food and beverage items. Public restrooms will be incorporated into this remodel. The property is described as two separate parcels of land adjacent to each other The existing structure currently straddles the property line, and therefore does not meet setbacks. As the building was permitted end constructed to the site, in error, staff is requesting that the property owner, Burger Avenue Investments, Ltd of 215 W, Magnolia Street, Suite 200; Fort Collins, Colorado 80521 consider combing the two properties by Deed This site plan review is approved with the attached conditions: 1, The Site Plan Review Map shall be prepared in accordance with Section 23-2-160.V of the Weld County Code. More than one sheet may be required to adequately address the components associated with this development site. (Department of Planning Services) 2. Prior• to recording the Site Plan Review plat, the applicant shall address the following to the Department of Planning Services' satisfaction: A. The applicant shall address the requirements of the Weld County Building Department, as stated in the referral response dated July 1 2011 including but not limited to any work requiring a Building Ferry it per Section 29-3-10 of the Weld County Coder (Department of Planning Services) B. The applicant shall attempt to address the general requirements from the Town of Firestone as stated in their referral dated June 21, 2011, Written evidence of such to be submitted to the Department of Planning Services, (Town of Firestone) G. The applicant shall attempt to address the requirements of the Mountain View Fire Protection District as stated in their referral dated June 0, 2011. Written evidence of such to be submitted to the Department of Planning Services. (Mountain View Fire Protection D [strict ) D. The applicant shall address the requirements of the Rural DitchCompany, as stated in the referral response dated June 21, 2011 including but riot limited to demonstration that the site grading does not allow for any runoff from this property into the Rural Ditch. The Rural Ditch is an active agricultural ditch and any runoff from this property will have a high potential to be contaminated with residual waste oil and gasoline. We request that the applicant to provide a drainage map that has enough detail to demonstrate that sheet flow from their proposed development will not flow into our ditch. Also we request that the applicant install and maintain at least two monitor wells along their western border with the Rural Ditch, and provide access to the results of this site monitoring. Written evidence of such to be submitted to the Department of Planning Services, (Rural Ditch) The applicant shall submit evidence of an Air Pollution Emission Notice (A.P.E.N,) and Emissions Permit application from the Air Pollution Control Division (APCD), Colorado Department of Health and Environment. Alternately, the applicant can provide evidence from the APCD that they are not subject to these requirements. (Written evidence of such to be submitted to the Department of Planning Services. Weld County Department of Public Health and Environment) The applicant shall comply with Colorado Retail Food Establishment Rules and Regulations governing the regulation of food service establishments. Evidence that the applicant has applied for a Retail Food Establishment License for the on -site commercial kitchen shall be provided to the Weld County Department of Public Health and Environment and to the Weld County Planning Department. Written evidence of such to be submitted to the Department of Planning Services. (Weld County Department of Public Health and Environment) G. The applicant shall submit evidence of an Underground Storage Tank permit from the Colorado Department of Labor and Employment (CDL&E), Oil Inspection Section for any underground storage tanks located on the site. Alternately, the applicant can provide evidence from the (CDL&E), Oil Inspection Section that they are not subject to these requirements. Written evidence of such to be submitted to the Department of Planning Services. (Weld County Department of Public Health and Environment) H The applicant shall submit a waste handling plan, for approval, to the Environmental Health Services Division of the Weld County Department of Public Health & Environment. The plan .shall include at a minimum, the following: 1) A list of wastes which are expected to be generated on site (this should include expected volumes and types of waste generated). 2) A list of the type and volume of chemicals expected to be stored on site. 3) The waste handler and facility where the waste will be disposed (including the facility name, address, and phone number). Written evidence of such to be submitted to the Department of Planning Services. (Weld County Department of Public Health and Environment) A waste handling plan is required and should include clean up and disposal of fuel spills, and disposal of trash and garbage, and grease. The waste handling plan should also include the names and addresses of the waste handlers and disposal sites. Written evidence of such to be submitted to the Department of Planning Services. ((Department of Public Health and Environment) J A Retail Food Establishment License is required. A plan review by Weld County Environmental Health Services wits be required prior to issuance of the food license. Written evidence of such to be submitted to the Department of Planning Services (Department of Public Health and Environment) K. A Preliminary Drainage Report for J.D. Carpenter Company Fueling Facility and Convenience Store, dated May 16, 2011, was submitted. The report was prepared by Galloway & Company Inc. This report is acceptable. Please submit the Final Drainage Report and ensure that it is signed and stamped by a Professional Engineer registered in the State of Colorado. (Department of Public Works) The applicant shall submit an updated letter from the St. Vrain Sanitation District indicating that they have the ability to serve the site. Written evidence of such to be submitted to the Department of Planning Services (Department of Planning Services) M. One month prior to construction activities: 1. A State storr-nwater discharge permit may be required for a development / redevelopment / construction site where a contiguous or non-contiguous land disturbance is greater than or equal to one acre in area, Contact the Water Quality Control Division of the Colorado Department of Public Health and Environment at ww v.cdohe.state.co.usfwa/PermitsUnit for application more information, 2. Submit full size plan drawings to the Mountain View Fire Protection District for review. These plans should show building location and size, curb cut locations and width, width of drives through the site, location of fueling islands, and location of underground tanks. Show on this same plan the location of any fire hydrants. (International Fire Code Section 501.3) (Mountain View Fire Protection District) 3. Submit building construction plans to the Mountain View Fire Protection District for review and approval. Include drawings showing kitchen equipment and location, (International Fire Code Section 501.3) (Mountain View Fire Protection District) 4. Submit shop drawings for the underground tank and associated piping to the dispensing units, as well as, the process to be followed for the installation to the Mountain \liew Fire Protection District for review, (International Fire Code Section 105.4) (Mountain View Fire Protection District) N. The plat shall be amended to delineate the following: 1. All sheets of the plat shall be labeled Site Plan Review SPR-445. (Department of Planning Services) 2 The Site Plan Review Map shall be prepared in accordance with Section 23-2- 160.V of the Weld County Code. (Department of Planning Services) 3 Delineate the three existing accesses to this parcel. One access is located within 100 feet of the intersection. This access shall be restricted to be an entrance only access. The other two accesses shall remain as full movement accesses. All access points shall be clearly labeled on the plat (Department of Public Works) 4 Turner Boulevard is designated on the Weld County Road Classification Plan as a collector road, which requires 80 feet of right-of-way at full build out. There is presently 60 feet of right-of-way. An additional 10 feet shall be delineated on the plat as future Turner Boulevard right-of-way. No structures may be built within the right-of-way or future right-ofµway. All setbacks shall be measured from the edge of future right-of-way. The applicant shall verify the existing right-of-way and the documents creating the right-of-way and this information shall be noted on the plat. If the right-of-way cannot be verified, it shall be dedicated. This road is maintained by Weld County. (Department of Public Works) 6, Delineate all easements of record. (Department of Planning Services) P The following notes shall be placed on the plat: All proposed or existing structures will or do meet the minimum setback and offset requirements for the zone district in which the property is located. Pursuant to the definition of setback in the Weld County Code, the required setback is measured from the future right-of-way line. (Department of Planning Services) 2. In the event that a portion of the building is proposed to be leased or sold to another party in the future, the applicant shall submit a copy of the lease of sales agreement and information regarding the proposed use of the leased portion to the Weld County Building Inspection Department, Mountain View Fire Protection District, Weld County Department of Public Health and Environment, and the Department of Planning Services for review. Based upon the proposed use and/or impacts of the leased portion, the Department of Planning Services may require a new Site Plan Review application. (Department of Planning Services) In accordance with the Weld County Code, no land, building or structure shall be changed in use or type of occupancy, developed, erected, constructed, reconstructed, moved or structurally altered or operated in the Commercial and Industrial Zone District until a Site Plan Review has been approved by the Department of Planning Services. (Department of Planning Services) 4 Ali liquid and solid wastes (as defined in the Solid Wastes Disposal Sites and Facilities Act, 30-20-100.5, C. R.S,, as amended), shall be stored and removed for final d isposai in a manner that protects against surface and groundwater contamination. (Department of Public Health and Environment) No permanent disposal of wastes shall be permitted at this site. This is not meant to include those wastes specifically excluded from the definition of a solid waste H the Solid Wastes Disposal Sites and Facilities Act, 30-20-100.5,O, R, ., as amended. (Department of Public Health and Environment) 6. Waste materials shall be handled, stored and disposed of in a manner that controls fugitive dust, blowing debris and other potential nuisance conditions. (Department of Public Health and Environment) 7. The applicant shall operate in accordance with the approved "waste handling plan" at all times. (Department of Public Health and Environment) 8. Adequate drinking, hand washing and toilet facilities shall be provided for employees and patrons of the facility, at all times. (Department of Public Health and Environment) 9, The applicant shall comply with all provisions of the State Underground Storage Tank Regulations. (Department of Public Heatth and Environment) 10. This facility shall adhere to the maximum permissible noise levels allowed in the Commercial Zone as delineated in Section 14-9-30 of the Weld County Code. (Department of Public Health and Environment) 11. Adequate drinking, hand washing and toilet facilities shall be provided for employees and patrons of the facility, at all times. (Department of Public Health and Environment) 12. The facility shall utilize the existing municipal sewage treatment system (St. Vrai€i Sanitation District). (Department of Public Health and Environment) 13. The facility shall utilize the existing public water supply (Left Hand Water District). (Department of Public Health and Environment) 14. All potentially hazardous chemicals must be handled in a safe manner in accordance with product labeling and in a manner that minimizes the release of hazardous air pollutants (HAP's) and volatile organic compounds (VOC's). (Department of Public Health and Environment) 15. If applicable, the applicant shall obtain a stormwater discharge permit from the Colorado Department of Public Health & Environment, Water Quality Control Division. (Department of Public Health and Environment) 16. The applicant shall comply with Colorado Retail Food Establishment Rules and Regulations governing the regulation of food service establishments. (Department of Public Health and Environment) 17. The operation shall comply with all applicable rules and regulations of State and Federal agencies and the Weld County Code. (Department of Public Health and Environment) 18. if applicable, the applicant shall obtain a stormwater discharge permit from the Colorado Department of Public Health & Environment, Water Quality Control Division. (Department of Public Health and Environment) 19. The operation shall comply with all applicable rules and regulations of State and Federal agencies and the Weld County Code. (Department of Public Health and Environment) 20. A building permit will be required for the canopy over the fueling station. (Department of Building Inspection) 21. A Change of Use permit will be required for the interior remodel of the existing building. (Department of Building Inspection) 22. A Demo permit will be required prior to demolition of the interior. (Department of Building Inspection) 23. Accessibility requirements will need to be met for the building according to ANSI Standards, and 2006 IBC. (Department of Building Inspection) 24. Building permits shall be obtained prior to starting construction. A plan review is required for each unit for which a building permit is required, Two complete sets of plans are required when applying for each permit, Include a Code Anatysis Data sheet for the Weld County Building Department with each building permit. Submittal plans shall include a floor plan showing the specific uses for each area of the building. Plans shall bear the wet stamp of a Colorado registered Architect or Engineer. (Department of Building Inspection) 26. Buildings shall conform to the requirements of the various codes adopted at the time of the permit application. Currently the following has been adopted by Weld County: 2006 International Building Code; 2006 International Mechanical Code; 2006 International Plumbing Code; 2006 International Fuel Gas Code: 2006 International Energy Code; 2008 NEC; 2003 International ANSI 117.1 Accessibility Code and Chapter 29 of the Weld County Code (Department of Building Inspection) 27. All building plans shall be submitted to the Mountain View Fire Department for review and approval prior to issue of Building Permits. (Department of Building Inspection) 28. Landscaping materials as indicated in the approved Landscape / Screening Plan shall be maintained at all times. (Department of Planning Services) 29. Lighting shall comply with the requirements and standards for off-street parking spaces per Section 23-4-30,E, Section 23-3-350.K and Section 23-3-360.F of the Weld County Code, (Department of Planning Services) 30. All structures, including signs, on site must obtain the appropriate building permits. (Department of Planning Services) 31. Effective April 25, 2011, Building Permits issued on the proposed lots will be required to adhere to the fee structure of the Weld County Road Impact Program.(Ordinance 2011-2) (Department of Planning Services) 32. Effective April 25, 2011, Building Permits issued on the proposed lots, will be required to adhere to the fee structure of the County Facility Fee and Drainage Impact Fee. (Ordinance 2011-2) (Department of Planning Services) 33. The historical flow patterns and run-off amounts will be maintained on site in such a manner that it will reasonably preserve the natural character of the area and prevent property damage of the type generally attributed to run-off rate and velocity increases, diversions, concentration and/or unplanned ponding of storm run-off. (Department of Public Works) 34. Pursuant to Chapter 15, Articles I and II of the Weld County Code, if noxious weeds exist on the property or become established as a result of the proposed development, the applicant/landowner shall be responsible for controlling the noxious weeds. All vegetation, other than grasses, needs to be maintained at a maximum height of 12 inches until the area is completely deveiopod. (Department of Public Works) 35. Weld County shall not be responsible for the maintenance of on -site drainage related features. (Department of Public Works) 36. The applicant must take into consideration storm water capture/quantity and provide accordingly for best management practices. (Department of Public Works) 2. Upon completion of 1, above the applicant shall submit a Mylar plat along with all other documentation required as Conditions of Approval. The Mylar plat shall be recorded in the office of the Weld County Clerk and Recorder by Department of Planning Services' Staff. The plat shall be prepared in accordance with the requirements of Section 23-2-260.D of the Weld County Code. The Mylar plat and additional requirements shall be submitted within thirty (30) days from the date of the date of approval. The applicant shall be responsible for paying the recording fee. (Department of Plant -Mg Services} The Department of Planning Services respectively requests the surveyor provide a digital copy of this Site Plan. Acceptable CAD formats are .dwg, ,dxf, and .dgn (Microstation); acceptable GIS formats are ArcView shapetiles, Arclnfo Coverages and ArcInfo Export files format type is .e00. The preferred format for Images is .tif (Group 4). (Group 6 is not acceptable). This digital file may be sent to maps co.weld.co.us. (Department of Planning Services) No activity shall not occur nor shall any building or electrical permits be issued on the property until the Site Plan plat is ready to be recorded in the office of the Weld County Clerk and Recorder. (Department of Panning Services) 5. In accordance with Weld County Code Ordinance 2005-7 approved June 1, 2005, should the plat not be recorded within the required sixty (60) days from the date the Administrative Review was signed a $50.00 recording continuance charge may be added for each additional 3 month period, It A-574--,frern Site Review conditionally approved by: Kim Ogle, Planning Services Date: jtit 2, 2011 John Scales Galloway & Company, Inc. 5300 DTC Parkway, Suite 100 Greenwood Village, Colorado 60111 Hello