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Home My WebLink About20182219.tiffRESOLUTION RE: APPROVAL OF RENEWAL APPLICATION FOR A HOTEL AND RESTAURANT (COUNTY) LIQUOR LICENSE FROM RINN VALLEY, LLLP, DBA OLE HICKORY SMOKEHOUSE AND TAVERN, AND AUTHORIZE CHAIR TO SIGN - EXPIRES JUNE 12, 2019 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, Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern, presented to the Board of County Commissioners of Weld County, Colorado, an application for the renewal of a Hotel and Restaurant (County) Liquor License, for the sale of malt, vinous, and spirituous liquors, subject to the rules and regulations found in Article 47, Title 12, C.R.S., and WHEREAS, pursuant to Exhibit 5-H of the Weld County Code, said applicant has paid the sum of $175.00 to the County of Weld for the renewal of the existing license, and WHEREAS, said applicant has exhibited a State Liquor License for the sale of malt, vinous, and spirituous liquors for consumption by the drink on the premises only, outside the corporate limits of any town or city in the County of Weld at the location described as follows: 3815 State Highway 119 Longmont, Colorado 80504 WHEREAS, the Licensee shall host "responsible vendor" training every six (6) months as agreeable to the Colorado Department of Revenue Liquor Enforcement Division, and this training shall be open to other area licensees. Each employee shall be "responsible vendor" trained, and the Licensee shall provide documentary evidence that each employee has been "responsible vendor" trained to the Weld County Sheriff's Office within thirty (30) days of the first available "responsible vendor" class after hiring. Evidence of such shall be included in the referral report submitted by the Sheriff's Office at the time of annual renewal. c.C . so( RsITnlck.c). c.ct.c Bc). oz-PpL cl/Qco/1f' 2018-2219 LC0014 RENEW LIQUOR LICENSE - RINN VALLEY, LLLP, DBA OLE HICKORY SMOKEHOUSE AND TAVERN PAGE 2 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 2018-16 to said applicant to sell malt, vinous, and spirituous liquors for consumption by the drink on the premises only, at retail at said location; 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 June 12, 2019, providing that said place where the licensee is authorized to sell malt, vinous, and spirituous liquors for consumption by the drink on the premises only, shall be conducted in strict conformity to all of the laws of the State of Colorado and the rules and regulations relating thereto, per Article 47, Title 12, 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. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 16th day of July, A.D., 2018. ATTEST: daze G X1440:4„ Weld County Clerk to the Board BOARD OF COUNTY COMMISSIONERS WELD pOUNTY, COLORADO Steve Moreno, Chair EXCUSED Barbara Kirkmeyer, Pro-Tem puty Clerk to the Board � may EXCUSED A 'ED AS County orney an P. . nway Mike Freeman Date of signature: 01 I a / (' 2018-2219 LC0014 THIS LICENSE EXPIRES UNE 12, 2019 tla:CMMCW.C.M.CCMMMC.C.C.C.CC:M.Gaa":el/�.../�../1 J.../' �../` J.../�..1�../1 �_/` �...11 JC..I` J.../i �..1` rll 1_1 /1 yl crcli:111111_5150, NN:'' License Number 2018-16 STATE OF COLORADO License Fee $175.00 COUNTY OF WELD BY AUTHORITY OF THE BOARD OF COUNTY COMMISSIONERS FOR A HOTEL AND RESTAURANT (COUNTY) LIQUOR LICENSE TO SELL MALT, VINOUS, AND SPIRITUOUS LIQUORS This is to Certify, that Rinn Valley, LLLP, dba Rinn Valley Restaurant and Tavern, of the State of Colorado, having applied for a License to sell malt, vinous, and spirituous liquors, and having paid to the County Treasurer the sum of One Hundred Seventy -Five and [00/100] ($175.00) Dollars; therefore, the above applicant is hereby licensed to sell malt, vinous, and spirituous liquors containing more than 3.2% Alcohol by weight, by the drink for consumption on the premises only, as a Hotel and Restaurant (County), at the address of 3815 State Highway 119, Longmont, Colorado 80504, in the County of Weld, State of Colorado, for a period beginning on the 13th day of June, 2018, and ending on the 12th day of June, 2019, unless this License is revoked sooner as provided by law. This license is issued subject to the Laws of the State of Colorado and especially under the provisions of Article 47 of Title 12, Colorado Revised Statues, as amended. IN TESTIMONY WHEREOF, the Board of County Commissioners has hereunto subscribed its name by its officers duly authorized this 16th day of July, 2018. thrif4A) sdo:‘,4, TO BE POSTED IN A CONSPI BY The Board of County Commissioners fritP setja~litt.) (:hair, !3 Eard of County (,rnmis„oilers azi: 5Lizi-Listis ram, 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 1881 Pierce Street, Suite 108 Lakewood, Colorado 80214 RINN VALLEY, LLLP dba RINN VALLEY RESTAURANT & TAVERN 3815 STATE HIGHWAY 119 LONGMONT CO 80504 ALCOHOL BEVERAGE LICENSE Liquor License Number 4706390 License Expires at Midnight 06/12/2019 License Type HOTEL & RESTAURANT (COUNTY) Authorized Beverages MALT, VINOUS, AND SPIRITUOUS This license is issued subject to the laws of the State of Colorado and especially under the provisions of Title 12, Articles 46 or 47, 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, 1881 Pierce Street, Suite 108, Lakewood, CO 80214. In testimony whereof, I have hereunto set my hand. 9/26/2018 LC Patrick Maroney, Division Director Michael Hartman, Executive Director II 2 m U. N a a O 0 r..9 O N CERTIFICATE OF DELIVERY DATE: September 26, 2018 FROM: Chloe A. Rempel, Deputy Clerk to the Board SUBJECT: Renewal Liquor License 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 26th day of September, 2018. One copy of the signed Weld County Resolution approving Renewal Application for a Hotel and Restaurant (County) Liquor License from Rinn Valley, LLLP 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'a. Certified Mail Fee $ ,._. Extra Services & Fees (check box, add fee as appropriate) ❑ Return Receipt (hardcopy) $ ❑ Return Receipt (electronic) $ ❑ Certified Mail Restricted Delivery ❑ Adult Signature Required $ • Adult Signature Restricted Delivery $ Postage Total Postage and Fees Postmark Here 9/QC01( 8' t To O+ -in 1404 -hen fl env hard 'on tJc.%i_ t_ List ( Street and Apt. No., or PO 1510 No. LtState, ZIP+ L. • !il& ' S. : • r - . . PS Form 3800, April 2015 PSN 7530-02-000-9047 tics See Reverse for Instructions COMPLETE THIS SECTION ON DELIVERY ,,C) t 22 V/ CD 1:3 C3) 1O < Q 0 Q X SENDER: COMPLETE THIS SECTION 03 T E .93 Cv E U ■ a c a) 8 �Q O 0 E fa >' N C O - o 1. Cn P. O M E U hi +a as as 15o a E cs ct c c • U U Q 0 u) 4-- 14, g i Q O • ■ a) U7 13 Q ≥ 0 a) U a) cc a Q Q CC -52 13 o o' 1(1.*) �� a Q Q U U U U. c"c❑❑K❑❑❑[ is C c ir �11 a c C J V t J d t5 31- "fgeio(nc � dif)CiLe"gan 63O 9590 9402 1714 6053 4718 12 to m N a a a II 0 Ul N r-1 a Domestic Return Receipt u c )) O 0 CV cip cy) O z l2 N T 1 E Lt5 a. 1 Weld County • Clerk to the Board's Office • 1150 0 Street, Greeley, CO 80631 • (970) 400-4213 • crempel@weldgov.com DR 8400 (Revised 09/01/12) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION SUBMIT TO LOCAL LICENSING AUTHORITY RETAIL LIQUOR OR 3.2 BEER LICENSE RENEWAL APPLICATION OLE HICKORY SMOKEHOUSE AND TAVERN 3815 STATE HIGHWAY 119 RECEIVED LONGMONT CO 80504 JUN 1 1 2018 WELD COUNTY Fees Due Renewal Storage Fee Permit $200 x 500.00 Optional Premise $200 x Related Resort $75 x a, Amount Due/Paid_.....- Make check payable to. Colorado Department of Revenue. The State may convert your check to a one-time electronic banking transaction. Your bank account may be debited as early as the same day received by the State. If converted, your check will not be returned. If your check is rejected due to insufficient or uncollected funds, the Department may collect the payment amount directly from your banking account electronically. PLEASE VERIFY & UPDATE ALL INFORMATION BELOVV° Licensee RINN VALLEY, Name LLLP DBA OLE HICKORY SMOKEHOUSE AND TAVERN Liquor 4706390 License # License Hotel Type & Restaurant (county) Sales 29812061 Tax License # Expiration 06/12/2018 Date Due 04/28/2018 Date Operating 141?,,&yba4 Manager �,>'17/ S(, Date of Birth Home Address oO61 Morn, - fie �� 'F1J� �: 1 C "2 KOS/eat Manager Phone Number Finail Address / . 3 o 3- 2 2e/ -to 90 2— I Keen l 3- Kt (0;) '' f rnc�..AI,� c1m Street 3815 Address STATE HIGHWAY 119 LONGMONT CO 80504 Phone 3036789100 Number Mailing Address 3815 STATE HIGHWAY 119 LONGMONT CO 80504 1. Do you have legal possession of the premises at the street address *If above? YES UNO 3/Jo Is the premises owned or rented? ❑ Owned lid Rented* rented, expiration date of lease ow 11. Since the date of filing of the last application, has there been any change in financial interest (new notes, loans, owners, etc.) or organizational and attach a structure listing of all (addition liquor or businesses deletion in of officers, which these directors, new lenders, managing owners members (other or than general licensed partners)? financial If yes, institutions), explain in officers, detail directors, NOTE TO managing CORPORATION, members, LIMITED or general LIABILITY partners are COMPANY materially AND interested. PARTNERSHIP Lj YES APPLICANTS: gl NO If you have added or deleted any officers, directors, managing members, general partners or persons with 10% or more interest in your business, you must complete and Report return of Changes, immediately along to your with all Local supporting Licensing documentation Authority, and Form fees. DR 8177: Corporation, Limited Liability Company or Partnership 3. Since the date of filing of the last application, has the applicant or any of its agents, owners, managers, partners or lenders (other than 4. licensed licensed Since had interest the financial date financial of in any institutions) filing institutions) entity of the that been last been had convicted application, denied an alcohol an of has a alcohol beverage crime? the applicant beverage license If yes, attach or denied, license, any of a detailed its suspended had agents, an explanation. alcohol owners, or revoked? beverage managers, J If license yes, YES partners attach [I suspended NO or a detailed lenders or (other revoked, explanation. than or J YES W NO O. Does the applicant or any of its agents, owners, managers, partners or lenders (other man licensed financial institutions) have a direct or indirect interest in any other Colorado liquor license, including loans to or from any licensee or interest in a loan to any licensee? If yes, attach a detailed explanation. UYES 0 NO AFFIRMATION / dec/are under penalty & CONSENT of perjury in the second degree that this application and all attachments are true, correct and complete to the best of my knowledge. Type or Print cr 1 - A Name of Applicant/Authorized I i 11 rje I filet Agent of 17-67 Business Title C ,Ni 11 e r Date 6 4 Pom Signatu r Sfrnigh'--"le . 1.ii...d ietainows REP The foregoing RT & application APPROVAL has OF CITY been examined OR COUNTY and the premises, LICENSING" business c' W • uct= . . - -J 4 N n • a :- 'e c . sow,applicant are satisfactory, and we do hereby report that such license, if granted, will comply with the provisions of Title 12, Articl i • � ctient� a T R = a • RE THIS APPLICATION IS APPROVED. 141. SP Local Licensing Authority For I t ": mai ate �^ nt Colorado Weld County, ��ile 1��/ 16/2018 e ralir Signature ! C� Title BOCC Steve Chair M fr)u� ��►i /tAtte5tEsthert Clerk to the Board esi OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE OF FACT OF GOOD STANDING I, Wayne W. Williams, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, Rinn Valley, LLLP is a Limited Liability Limited Partnership formed or registered on 02/11/2016 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20161102801 . This certificate reflects facts established or disclosed by documents delivered to this office on paper through 06/08/2018 that have been posted, and by documents delivered to this office electronically through 06/11/2018 @ 14:43:26 . 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 06/11/2018 @ 14:43:26 in accordance with applicable law. This certificate is assigned Confirmation Number 10948603 . 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. Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our Web site, http:// www.sos.state.co.us/click "Businesses, trademarks, trade names" and select "Frequently Asked Questions." AMENDMENT TO LEASE This AMENDMENT TO LEASE (the "Amendment") is hereby made and entered into by and between KBSB INVESTMENTS, INC. ("Landlord"), and R1NN VALLEY, LLP ("Tenant"), and KATHERIN ENGLEHARD ("Guarantor") on February .' , 2018. WITNESSETH: WHEREAS, Previous Landlord, Jabez Enterprises, LLC, and Tenant have entered into a Commercial Lease Agreement on February 23, 2016 ("Lease"), in that certain building located at 3815 Highway 119, Longmont, CO 80504, Colorado, more particularly described in the Lease (hereinafter referred to as the "Premises"); and WHEREAS, Landlord, KBSB Investments, Inc., as successor in interest and the Lease described above, and Tenant desire to amend the Lease upon the terms and conditions hereinafter set forth. NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Term of the Lease: The Term of this Agreement shall be extended for Twenty Four (24) months, commencing on March 1, 2018 ("Commencement Date") and expiring on February 29, 2020 ("Termination Date"). 2. Base Rent: $4,050 per month. 3. Personal Guarantor: Previous Guarantor, Larry Thomas Moon, shall be removed as a Guarantor under this Lease and Katherin Englehard shall continue as a Guarantor for the terms indicated herein. 4. Landlord's Franchise Requirement: Tenant has knowledge of the fact that Landlord operates a franchise motel/hotel business at the above referenced property which the Premises are attached to, and therefore, the Premises are subject to conditions and requirements by Landlord's franchisor. It is hereby agreed that Tenant will full abid b and coJ4e47c to with • i& any f tune requests r uirements of L dlord's an isor Viii S iv . 'it( t alp � iv beOf$a eAo f ,( elf t' d y7�%Lr� �� 5 Except as specifically amenderema ove, the on .na t rm� anel provisYons of �!, the Lease remain in full force and effect, and both Landlord and Tenant hereby affirm and ' consent to the Lease, as herein amended, and agree to be bound thereby. ,(/ , ,iA, 6. All of the terms, covenants and conditions of the Lease as amended to date shall! 0 S continue in full force and effect, and the same are hereby reaffirmed, except to the extent that �O7C,p any such terms, covenants or conditions have been nullified hereby or are inconsistent with the // / Genf ur,`il no f— / e re& -pal s, its ` fo r �1�'�, `uP des -/ 5-fruc:f ;--e, v- u, /QC. �' /��// -�i`�^e.' su ereQS'i ��-► i el c�''i ca- ) �t c (id c;�/ terms of this Lease Amendment, in which event the terms of this Amendment to Lease shall, in all respects, govern and prevail. IN WITNESS WHEREOF, this Lease Amendment has been executed on the day and date first above written. LANDLORD: KBSB INVESTMENTS, INC. TENANT: RINN VALLEY, LLP By: By: Kang Bok Lee, President % Katherin Englehard, General Partner GUARANTOR: Katherin Englehard 2 COMMERCI LEASE AGREE L ENT BY AND BETW _ ,EN JABEZ ENTERPRIS _ .S, LLC, As Landlord, And RINN VALLEY As Tenant And LLLP, LARRY THOMAS MOON & KATHERIN ENGEt,HARD As Tenant's Guara.ntor COMMERCIAL LEASE AGREEMENT THIS LEASE made and entered into this 23th of February, 2016 by and between JABEZ ENTERPRISES, LLC, ("Landlord") and RINN VALLEY ,rtvTrrPPnr'rc, LLLP, ("Tenant") and LARRY THOMAS MOON and KATHERIN ENGELHARD ("Guarantor"). In consideration of the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Landlord and Tenant, intending to be legally bound hereby, agree with each other as follows: ARTICLE I BASIC LEASE PROVISIONS AND SUMMARY 1.1 Wherever used in this Lease, the following terms shall have the meanings indicated, Each reference in this Lease to any of the Basic Lease provisions in this Section shall be deemed and construed to incorporate all of the terms provided under such Basic Lease Provision, provided that the Basic Lease Provisions shall be controlled by the specific terms and provisions of this Lease relating to the subject matter of the Basic Lease Provision. DATE OF LEASE: Date of Lease: February 23, 2016 COMMERCIAL PROPERTY AND DEMISED PREMISES: Commercial Property: The land and building/buildings owned by or leased to Landlord known as Americas Best Value Inn Commercial Property Address: 3815 Highway 119, Longmont, CO 80504 Demised Premises: Landlord's Address for Notices and Rent Payment: Tenant's Address for Notices: Portion of the Building designated as Restaurant and Bar on the East side of the Building with direct entrance from the East side Parking Lot and from the interior of the Building known as Americas Best Value Inn. Landlord and Tenant: JABEZ ENTERPRISES, LLC c/o Mike Kim 3815 Highway 119 Longmont, CO 80504 Phone: 303-905-4330 RINN VALLEY , LLLP 12863 Columbine Circle Thornton, CO 80241 Phone: 31)3 -4;34 -Lim{ Guarantor's Name and LARRY THOMAS MOON Landlord Intials 2 Tenant Initials Address for Notices: 12863 Columbine Circle Thornton, CO 80241 Phone: :'3-43i-Fii KATHERIN ENGELI ARD 8006 Morningside Dri e Frederick, CO 80516 Phone: 363 _ 77Y-�7gis Permitted Use: Permitted Use (See Section 5.1): Tenant shall use and o erate the Demised Premises solely for the purpose of operating a Restaurant/Tavern. Tenant shall not use th Demised Premises, or permit the use thereof, for any other ue or purpose. Lease Term: Lease Term: The Lease Term shall be Twenty -Four (24) full months beginning on the Comnencement Date. Commencement Date: March I, 2016 Expiration Date: February 28, 2018 Option Term: N/A Exercise of Option Term: N/A Rent: Base Rent (See Section 4.1): March 1, 2016 — February 28, 2018: $4,050.00 per month Option Term Base Rent: Fair Market Value, as more particularly set forth in Section 4.11. Common Area Maintenance and Real Estate Tax: None. Tenant shall be solely responsible for maintenance and repair of all items on Pr mises including but not limited to HVAC, Sam Cooler, Se er, Grease Trap, Coolers and Walk- in Cooler, and all other quipment used at the business. Late Fee on Late Payments: Ten cents ($0.10) for ea h dollar overdue Interest on Late Payments: Eighteen percent (18%) per annum or the highest lawful rate of interest permitted at t1 Late Payment: Any payment not made Security Deposit: $4,050.00 Additional Rent: Intentionally deleted. Landlord Intials 3 e time, the lesser between the two. ithin five (5) days after its due date. Tenant Initial Utilities: Tenant's Required Hours of Operation: Tenant's Insurance Requirements: Electricity fees and Water fees are included in the Rent. Tenant shall be solely responsible for Gas fees. Landlord, at its sole option, may install separate meters for Electricity and Water, at which time, Tenant shall be responsible for its own electricity fees and watdr fees. Miscellaneous: Tenant shall furnish Landlord with Tenant's intended hours of operation in writing within 14 days of the date of this Lease. Tenant must obtain Commercial General Liability for coverage amount of $1,000,000.00 per occurrence; $3,000,000.00 in the a gregate and full replacement coverage of personal property. Tenant's insurance and insurance certificates shall name Landlord, and as Landlord directs, its ground lessors, lenders, affiliates and managers, as additional insured on a primary basis under all policies providing the coverages required of Tenant in the Lease. If Tenant fails to provide a certificate of iability insurance naming Landlord as beneficiary within 14 days of the date of this Lease, this Lease shall terminate. ARTICLE II DEFINITIONS As used in this Lease, the following words and phrases have the foil wing meanings: 2.1 Demised Premises. Portion of the Building designated as Restaurant and Bar on the East side of the Building with direct entrance from the East side Parking Lot 'land from the interior of the Building known as Americas Best Value Inn.. All measurements of area provided in this Lease including, without limitation, the areas of the Demised Premises or Property shall be subject to remeasurement and adjustment, from time to time, at Landlord's sole option; provided, however, any remeasurement and adjustment of any area shall only affect the identification of such area and not the Base Rent, additional rent or any other rentals under this Lease. The Demised Premi ed are located within a building (the "Building") constructed or to be constructed on a portion of that certain real property located in the City of Longmont, County of Weld, State of Colorado known as Americas Best Value Inn, and located at or about 3815 Highway 119, Longmont, CO 80504 (the "Property"). Demised Premises includes the space intended for Restaurant and Bar and does not include the Meeting room. 2.2 Common Areas. Common Areas means all facilities, space, areas and equipment furnished by Landlord in, upon or in connection with the Demised Premises or the Property and designated for the general use, in common, of the occupants of the Property, their mployees, agents, servants, suppliers, customers and invitees, including, but not limited to, streets, side alks, light standards, roadways, walks (covered and uncovered), canopies, curbs, loading platforms, parking areas or structures appurtenant thereto, landscaped areas, retaining walls, fences, restrooms, patio, service quarters, the Property identity signs, the storm drainage and sewer lines and facilities, all utility lines and facilities, and all other areas within the exterior of and in the Property. 2.3 Expiration Date. If the Term of this Lease has been exten ed or if this Lease has been renewed, the Expiration Date shall be the last day of the Term as so extende or renewed. If the Lease is cancelled Landlord lutists-�'---''^� 4 Tenant Initial or terminated prior to the originally fixed Expiration Date, then the Expiration Date shall be the date on which this Lease is so cancelled or terminated. (But if this Lease; is cancelled or terminated prior to the originally fixed Expiration Date by reason of Tenant's default, Tenant's liability under the provisions of this Lease shall continue until the date the Term of this Lease would have expired had the cancellation or termination not occurred). 2.4 Person: means an individual, fiduciary, estate, trust, partnership, firm, association, corporation, or other organization, or a government or governmental authority. 2.5 Pro Rata Share: N/A. 2.6 Lease Year. The first Lease Year shall commence on the Commencement Date and shall end on the last day of December next following the Commencement Date. Each Lease Year thereafter shall commence on the date next following the expiration of the previo is Lease Year and shall continue for a period of one (1) full year therefrom except the last Lease Year, which shall end on the Expiration Date. ARTICLE III DEMISED PREMISES AND TENANT'S CONSTRUCTION 3.1 Concfation of the Demised Premises. Tenant acknowledgds that it is familiar with the Demised Premises and except as specifically set forth herein to the contrary, there is no work of any sort to be performed by Landlord and no representation or warranty by Landlord as to the fitness of the Demised Premises, or any equipment servicing the Demised Premises, or as to any use permitted herein. Any and all work to the Demised Premises necessary for Tenant to open and operate its business in accordance with the terms of this Lease (the "Tenant's Work") shall be Tenant's obligation to perform at Tenant's sole cost and expense. Tenant will indemnify and defend Landlord and save it harmless from and against any and all claims, actions, suits at law or equity, judgments, expenses, costs, liabilities, fines and debts in connection with any injury, loss or damage during any period of Tenant's Work: 3.2 "As Is" and "Where Is". No representations, inducements, understanding or anything of any nature whatsoever, made, stated or represented by Landlord or its representatives, either orally or in writing, have induced Tenant to enter into this Lease, and Tenant acknowledges, represents and warrants that Tenant has entered into this Lease under and by virtue of Tenant's town independent investigation. Tenant hereby accepts the Demised Premises in an "as is" and "where is" condition without warranty from Landlord or anyone acting on behalf of Landlord of any kind, express or implied, including, without limitation, any warranty as to title, physical condition or the presence or absence of hazardous materials, and if the Demised Premises are not in all respects entirely suitable for the use or uses to which the Demised Premises or any part thereof will be put, then it is the soleresponsibility and obligation of Tenant to take such action as may be necessary to place the Demised Premises in a condition entirely suitable for such use or uses. Tenant hereby acknowledges and represents that tenant has had ample opportunity to inspect and evaluate the demised premises and the feasibility of the uses and activities tenant is entitled to conduct thereon and accepts the demised premises in an "as is" and j`where is" condition. Tenant represents that Tenant is experienced, that tenant will rely entirely on tenant's experience, expertise and its own inspection and Tenant represents that Tenant is not relying on any! representations or warranties made by landlord or its representatives. 3.3 Tenant's Obligations to Construction. In the event that Tenant at any time during the Term needs to perform any additional interior construction in the Demised Premises (beyond that describe in Landlord's Work, Exhibit B), Tenant shall be responsible for the plan, design and expense of the interior construction. Such interior construction shall be performed subject to the following conditions: Landlord Intials 5 Tenant Initials 3.3.1 Tenant shall deliver any plans and speci cations for the improvement (including remodel, renovation, addition and/or construction) of or to the interi r of the Demised Premises to Landlord for Landlord's written approval. Landlord may withhold its consent to any such improvements which affect the Property's structure or mechanical, electrical, HVAC, plumbing or other systems at Landlord's sole discretion, otherwise Landlord shall not unreasonably withhold its consent. The plans and specifications shall be completed in a form sufficient for the issuance of the necessary building permits for such construction. Within thirty (30) calendar days of receipt of the plans and specifications, Landlord shall approve or disapprove same. .If Landlord approves the plans and specifications, Landlord and Tenant will initial and date each page thereof and thereafter, and the approved plans and specifications shall be deemed a part of this Lease as if same were attached hereto and made part hereof. If Landlord disapproves the plans and specifications, it will deliver to Tenant a written disapproval setting forth with reasonable specificity the areas of disapproval. Landlord's failure to approve or disapprove the plans and specifications shall not be deemed approval. Within fifteen (15) calendar days of receipt by Tenant of such written disapproval, Tenant, at Tenant's sole cost and expense, shall cause the plans and specifications to be altered, changed or corrected in order to satisfy Landlord, and upon such satisfaction, the corrected and approved plans and specifications shall be initialed and dated by Landlord and Tenant and thereafter such plans and specifications shall be deemed a part hereof. If Tenant does not cause the plans and specifications to be altered, changed or corrected as required above then the plans and specifications may, at .the Landlord's discretion, be deemed altered, changed or corre ted so as to satisfy Landlord, and the interior of the Demised Premises would then be constructed in accordance with the deemed altered, changed plans and specifications. 3.3.2 Tenant shall be responsible for obtaining all of the required building permits and other governmental authorizations for the completion of the interior construction of the Demised Premises. Landlord's approval of Tenant's plans and specifications is not a representation or warranty by Landlord that such plans and specifications adhere to all necessary building codes, rules, laws or ordinances, and Tenant shall be responsible for ensuring that such plans and specifications so comply. 3.3.3 Tenant shall be responsible for the supervision of the interior construction of the Demised Premises, and shall, subject to Landlord's prior reasonable approval, select the general contractor who shall be responsible for the construction of the Demised Premises. 3.3.4 All work done in construction of the interior of the Demised Premises shall be done in a lien -free manner and in a good and workmanlike manner, in compliance with the applicable ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments and the appropriate departments, boards and offices thereof, and shall be subject to Landlord's reasonable acceptance. If such construction is not done in a manner which 'is reasonably acceptable to Landlord, Landlord shall have the right to correct such construction, and the cost and expense of such correction shall be paid by Tenant to Landlord immediately upon demand of Landlprd. Landlord shall have the option to require that Tenant pay such estimated costs to Landlord prior to Landlord's commencement of correction work. 3.3.5 All work done in connection with the construction of the interior of the Demised Premises shall be Tenant's sole cost and expense and Tenant shall be wholly responsible to all contractors, subcontractors, laborers and materialmen therefore. Tenant shall pay for all or any of the foregoing so that no lien shall be asserted against the Demised Premises or the Property, and shall deliver to Landlord copies of lien waivers executed by all contractors, subcontractors, laborers and materialmen performing work or supplying materials in connection with the interior construction. 3.3.6 Tenant shall indemnify and hold Landlord its principals, agents, mortgagors, servants and employees harmless from any liabilities, damages or penalties, and any costs, expenses or claims or any kind of nature, including attorneys' fees and costs, arising out of the construction of the Landlord Intials 6 Tenant lnitia interior of the Demised Premises and such indemnification shall apply, but shall not be limited, to any damages or injury to persons or property resulting therefrom. 3.3.7 Nothing contained in this Article III or any other provision of this Lease shall be construed so as to allow Tenant, its agents, servants, employees; or contractors to alter, change, make additions to or in any way disturb the exterior of the Building, the structural aspects of the Building, the electrical or mechanical systems, or do anything which causes a penetration of the roof. ARTICLE IV RENT, SECURITY, TAX INCREASES 4.1 Base Rent. During the Term of this Lease, Tenant shall pay Base Rent to Landlord without offset, deduction or setoff. The Base Rent shall be as sct forth in Section 1.1. Each monthly installment shall be due in full in advance, without any prior notice. The first monthly installment shall be due on the Commencement Date. Each subsequent installment shall be due on the first day of each month during the Term of this Lease next ensuing after the Commencement Date. if the date of commencement is not the first day of the month, Base Rent for the first month of the Term shall be one -thirtieth (1/301h) of a normal monthly rent installment for each day of the period from the date of commencement to the last day of the month in which the date of commencement occurs. If the Expiration Date shall not be the last day of the month, Base Rent for the month in which the Expiration Date occurs shall be one -thirtieth (1/30th) of a normal monthly rent installment for each day of the period from the first day of the month to the Expiration Date. 4.1.1 All payments shall be made payable to Jabez Enterprises, LLC, 3815 State Highway 119, Longmont, CO 80504, by mail or in person in the form of Business check, Cashier's check or Money Order by the first day of each rental month. 4.1.2 If any check offered by Tenant to Landlord in payment of rent or any other amount due under this agreement is returned for lack of sufficient;funds, a "stop payment," or any other_ reason, Tenant shall pay Landlord a returned check charge of $50.00. 4.2 Percentage Rent. Intentionally deleted. 4.3 Definition of Gross Sales. Intentionally deleted. 4.4 Sales Reports. Intentionally 4eleted. 4.5 Records and Books. Intentionally d,'eleted. 4.6 Inspection and Audit. Intentionally deleted. 4.7 Security Deposit. As security for the performance of its obligations under this Lease, Tenant, on execution of this Lease, shall deposit with Landlord a security deposit in the amount set forth in Section 1.1 hereof (the "Security Deposit"), and agrees from time to time to pay Landlord within three (3) business days following receipt of a request therefore, any sum or sums of money paid or deducted therefrom by Landlord pursuant to the provisions of this Lease, in order that at all times during the Term there shall be continually deposited with Landlord, a sum which shall never be less than the amount originally deposited (except as otherwise expressly permitted by this Lease). The Security Deposit shall not be deemed an advance payment of Base Rent or additional rent, nor a measure of damages for any default by Tenant under this Lease (except as expressly permitted, by this Lease), nor shall the Security Deposit be a bar or a defense to any action that Landlord may commence against Tenant. In the event of any default by Tenant hereunder, Landlord shall have the right, but shall not be obligated, to apply or retain Landlord Intials✓ 7 Tenant Initial all or any portions of the Security Deposit in payment of Tenant':s obligations hereunder, but any such application or retention shall not have the effect of curing any such default. Landlord shall not be obligated to hold the Security Deposit as a separate fund, but may commingle! the same with its other funds. Tenant shall return possession of the Premises to the Landlord in the same condition as Tenant received it, subject to ordinary wear and tear. Landlord may retain some or all of the Security Deposit as is reasonably necessary to restore the Premises to such condition. Upon expiration of the Term hereof, the Security Deposit (or the balance thereof remaining after payment out of the same or deductions therefrom as provided above) shall be returned to Tenant no later than sixty (60) calendar days following such expiration. No interest shall be payable with respect to the Security Deposit. Landlord or any owner of the Property may transfer or assign the Security Deposit to any new owner of the Property or to any assignee or transferee of this Lease or may credit the Security Deposit against the purchase price of the Property and upon such transfer or credit all liability of the transferor or assignor] of such security shall cease and come to an end. No mortgagee or person or entity who acquires legal or beneficial title to the Property from such mortgagee shall be liable for the return of the Security Deposit unless such funds are actually received by such mortgagee or purchaser. 4.8 Additional Rent. Wherever it is provided in this Lease that Tenant is required to make any payment to. Landlord beyond base rent, such payment shall be deemed to be additional rent and all remedies applicable to the non-payment of rent shall be applicable thereto. Notwithstanding the foregoing, such additional rent shall not be deemed to be Base Rent. 4.8.1 As used herein, "Rent" shall mean Minimum Annual Rent, Percentage Rent, if any, and Additional Rent, individually or in the aggregate. 4.8.2 Tenant's obligation to pay any and all Rent under this Lease shall continue and shall cover all periods up to and through the Expiration Date. Tenant's obligation to pay any and all Rent under this Lease shall survive any expiration or termination of this Lease. 4.8.3 Tenant shall have one (1) year from the receipt of any statement from Landlord including, by way of example and not by way of limitation, annual Real Estate Tax statements and annual Property Operation Costs and Common Area Maintenance statements, within which to object to the statement in whole or in part. Tenant waives any right it may have to dispute any statement after such year and waives any right to make any claims against Landlord for any errors not disputed within such year. 4.9 No Offset. Base Rent and additional rent shall be paid without counterclaim, setoff, deduction or defense. 4.10 Place of Payment. Base Rent, additional rent and all other charges that Tenant is required to pay to Landlord shall be payable at Landlord's Notice Address or to any other place designated from time to time by notice given by Landlord to Tenant. 4.11 Fair Market Value Adjustment. N/A. ARTICLE V USE OF DEMISED PREMISES 5.1 Tenant shall use the Demised Premises specified in Section 1.1 and solely for the operation of a Restaurant/Tavern and for no other purpose or use without Landlord's express written consent, which consent may be granted or withheld in Landlord's sole discretion, including, without limitation, for the purpose of achieving Landlord's desired tenant ► iix. Tenant shall not use the Demised Premises in such a way as to cause unreasonable depreciation. Tenant shall neither permit nor suffer any disorderly conduct, waste, noise or nuisance whatever about the Dennised Premises; Tenant shall not use or Landlord Intials 8 Tenant Initials permit the Demised Premises to be used for any business or purpose deemed by Landlord to be extra hazardous, immoral or in any manner as to constitute a violation of any present or future laws, rules, regulations, requirements or orders of any lawful governmental or public authority relating to the Demised Premises; and Tenant covenants and agrees at its sole cost and expense to promptly comply with all such laws, regulations ordinances and every order or regulation now or hereafter enacted of the United States, of the City of Longmont, County of Weld, or State of Colorado. 'tenant shall at all times maintain and conduct its business, insofar as.the same relates to Tenant's use and Occupancy of the Demised Premises, in a lawful manner, and in strict compliance with all governmental laws, rules, and regulations, orders and provisions of insurance underwriters, whether now in effect or adopted hereafter, applicable to the business of Tenant conducted in, upon and from the Demised Premises. Failure of Tenant to comply with any provision of this Article V shall be deemed an "Event of Default" pursuant to Article XVI hereof. Tenant, at its sole cost and expense, shall comply with an shall cause the Demised Premises to comply with all federal, state, county, municipal and other gove nmental statutes, laws, rules, orders, regulations and ordinances affecting the Demised Premises, or ny part thereof, or the use thereof, including, but not limited to (1) those which require the mak ng of any structural, unforeseen or extraordinary change, whether or not any such statutes, laws, rules, orders, regulations or ordinances which may hereafter be enacted involve a change of policy on the part of the governmental body enacting the same; and (2) all orders, rules and regulations of any local or state hefalth, fire, zoning or safety authority, or the National Board of Fire Underwriters of Landlord's fire insurance rating organization prevention of fire or the correction of hazardous conditions which apply to the Demised Premises. Notwithstanding and in addition to the provisions of Section 8.6 below, Tenant agrees to fully indemnify Landlord against any liability, claims or damages arising as a result of a breach of the pr visions of this subsection by Tenant, and against all costs, expenses, fines or other charges arising theIefrom, including, without limitation, reasonable attorneys' fees and related costs incurred by Landlord in Connection therewith, which indemnity shall survive the expiration or earlier termination of this Lease. ARTICLE VI COMMON AREAS AND FACILITIES 6.1 Use of Common Areas. Tenant and its business invitees, employees and customers shall have a nonexclusive right, common with Landlord and all others tci whom Landlord has granted or may hereafter grant rights, to use the Common Areas subject to such reasonable regulations as Landlord may from time to time impose, and subject to the rights of Landlord se( forth herein. Tenant shall not at any time interfere with the rights of Landlord and others entitled to similar use of the Common Areas. Tenant warrants that it has inspected the area and size of the parking areas, and that they are sufficient for its needs. An excessive use of parking areas by another tenant whicn cannot reasonably be controlled by Landlord shall not be a default or breach of the Lease or of the Tena It's right to quiet enjoyment, and shall in no way suspend or terminate any of Tenant's obligations hereunde�. 6.2 Control of Common Areas. All Common Areas sh II be subject to the reasonable control and management of Landlord who shall have the right, but not he obligation, from time to time to establish, modify and enforce reasonable rules and regulations with respect thereto. Tenant agrees to abide by all such rules and regulations. The Common Areas may be expanded, contracted or changed by Landlord from time to time as deemed desirable. Landlord shall have the right from time to time to change the area, level, location and arrangement of the Common Areas, the parking areas and other facilities; the right to erect and install within the enclosed malls or the parking ar as, kiosks, planters, pools, sculptures, and free-standing buildings; to restrict parking by tenants and their mployees to employee parking areas; to make rules and regulations pertaining to and necessary for the pr per operation and maintenance of the Common Areas; utilize from time to time any portion of the Comi on Areas for promotional and related matters; to close any portion of the Common Areas for repair, improvements or alterations; and to build on, sell, obstruct or otherwise set aside the Common Areas or any portion thereof. The control and Landlord Intials 9 Tenant Initials management of the Common Areas shall include the Landlord's exclusive right to maintain, repair and replace the Common Areas. 6.3 Common Area Costs. N/A. 6.4 Tenant's Obligation of Common Area Costs. N/A. ARTICLE VII REAL ESTATE TAXES 7.1 Tenant's Obligations. N/A. ARTICLE VIII INSURANCE AND INDEMNIFICATION 8.1 Landlord's Insurance. Commencing with the date the Term of this Lease commences, and continuing throughout the Term and extensions thereof, Landlord shall obtain a building insurance, insuring the building and improvements of the Building up to one hundred percent (100%) of their replacement value. Landlord's insurance will not include alterations and additions made by Tenant to the Demised Premises or fixtures, inventory, furniture and equipment of the Tenant. 8.2 Tenant's Insurance. Tenant shall, in addition, at its sole cost and expense, maintain the following insurance and pay the following premiums with respect to the Demised Premises: 8.2.1 Fire and extended coverage insurance insuring all alterations and additions made by Tenant to the Demised Premises and all of its fixtures, inventory, furniture, and equipment for the full replacement value thereof with the broadest possible coverage ("all-risk") on a one hundred percent (100%) co-insurance from against all-risk, direct physical loss and excluding only such unusual perils as nuclear attack, earth movement, flood and war, and not excluding terrorism; 8.2.2 Public liability, bodily injury and property damage comprehensive insurance coverage insuring against claims of any and all personal injury, death, or damage occurring in or about the Demised Premises or the sidewalks adjacent thereto, with a combined single limit coverage of not less than one million dollars ($1,000,000.00); 8.2.3 Plate glass insurance sufficient to discharge Tenant's obligations as herein provided; 8.2.4 Worker's compensation in the amount required by law; 8.2.5 Business interruption or loss of income insurance in amounts satisfactory to Landlord; and 8.2.6 Any other form or forms of insurance as Landlord or the mortgagees of Landlord may require from time to time, in form, in amounts and for insurance risk against which a prudent lessee would protect itself Landlord and Landlord's mortgagee may reasonably require increase in the above described coverage from time to time, in which event Tenant shall obtain the same and pay the cost thereof. Tenant shall carry other forms of insurance as reasonably deemed necessary by Landlord because Landlord Intials s.a' 10 Tenant Initials of Tenant's use of the Demised Premises, e.g., additional public liability for extra hazardous uses; or dram shop insurance for uses involving the sale of beer, wine or•other alcoholic beverages. 8.3 Requirements for Tenant's Insurance. Each such insurance policy shall be issued by an insurance company of recognized standing, authorized to do business in the State of Colorado and satisfactory to Landlord. All policies of insurance required hereunder shall name Tenant as named insured and Landlord, any secured party or managing agent, as an additional insured, and shall provide that the proceeds of such insurance shall be payable to Landlord and Tenant, as their interests may appear. If required by Landlord, such policies shall contain a loss payable endorsement in favor of the holder of any first mortgage or deed of trust on the Property of any portion thereof. All policies of insurance required hereunder shall additionally provide that the same may not be cancelled, materially changed or not renewed without at least thirty (30) calendar days prior written notice to Landlord, and shalt provide further that any losses shall be payable notwithstanding any act or negligence of Tenant which might otherwise result in forfeiture of said insurance. Any insurance policy obtained by Tenant shall be written as a primacy policy, and shall not be contributing with or in excess of any coverage which Landlord may carry, and shall have loss payable clauses reasonably satisfactory to Landlord. The liability limits of the above described insurance policies shall in no manner limit the liability of Tenant under the terms of Section 8.6 below. 8.4 Tenant's Failure. Tenant shall deliver to Landlord certificates evidencing all insurance required to be maintained by Tenant hereunder upon the commencement of the Term and on each anniversary thereof. If Tenant shall at any time fail, neglect or refuse to provide and maintain such insurance, then Landlord shall have the option (but shall not be required) to pay for such insurance and any amounts paid therefore by Landlord shall be deemed additional rent and shall be paid by Tenant to Landlord at the next rental payment date after any such payment with interest thereon at the rate of eighteen percent (18%) per annum or the highest rate permitted by law, whichever is less. 8.5 Increase of Premiums. Intentionally deleted. 8.6 Release. To the extent not expressly prohibited by law, Tenant releases Landlord, its beneficiaries, mortgagees, stockholders, agents (including, without limitation, management agents), partners, officers, servants and employees, and their respective agents, partners, officers, servants and employees ("Related Parties") from and waives all claims for damages to person or property sustained by Tenant or by any occupant of the Demised Premises, the Property, or by any other person, resulting directly or indirectly from fire or other casualty, any existing or future condition, defect, matter or thing in the Demised Premise, the Property, or any portions thereof, or from any equipment or appurtenance therein, or from any accident or incident in or about the Demised Premises or Property, or from any act of neglect or negligence (by act of commission or omission) of any tenant or other occupant of the Property or of any other person, other than Landlord or its agents. 8.7 Tenant's Indemnification. To the extent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify Landlord and Landlord's Related Parties from and against any and all claims and liabilities, including reasonable attorneys' fees, (i) for injuries to all persons and damage to or theft or misappropriation or loss of property occurring in or about the Demised Premises arising from Tenant's occupancy of the Demised Premises or the conduct of its business, or from activity, work, or thing done, permitted or suffered by Tenant, its employees, agents, guests or invitees in or about the Demised Premises or Property, or (ii) from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or (iii) due to any other act or omission of Tenant, its agents, employees, guests or invitees, or (iv) if any person, not a party to this Lease, shall institute an action against Tenant in which Landlord or Landlord's Related Parties Landlord Intials --® 11 Tenant Initials, shall be made a party. Landlord may, at its option, repair such damage or replace such loss, and Tenant shall upon demand by Landlord reimburse Landlord for all costs of such repairs, replacement and damages in excess of amounts, if any paid to Landlord under insurance covering such damages. In the event any action or proceeding is by counsel reasonably satisfactory to Landlord. 8.8 Tenant's Fault. If any damage to the Property or any equipment or appurtenance therein, whether belonging to Landlord or to other tenants in the Property, results from any act or neglect of Tenant, its agents, employees, guests or invitees, Tenant shall be liable therefore and Landlord may, at Landlord's option, repair such damage, and Tenant shall, upon demand by Landlord, reimburse Landlord the total cost of such repairs and damages to the Property. If Landlord elects not to repair such damage, Tenant shall promptly repair such damages at its own cost and in accordance with the provisions of Article III as if such repair constituted Tenant's Work under such Article. If Tenant occupies space in which there is exterior glass, then Tenant shall be responsible for the damage, breakage or repair of such glass, except to the extent such loss or damage is recoverable under Landlord's insurance, if any. 8.9 Limitation on Landlord's Liability. Tenant agrees that in the event Tenant shall have any claim against Landlord or Landlord's Related Parties under this Lease arising out of the subject matter of this Lease, Tenant's sole recourse shall be against Landlord's interest in the Property, for the satisfaction of any claim, judgment or decree requiring the payment of money by Landlord or Landlord's Related Parties as a result of a breach hereof or otherwise in connection with this Lease, and no other property or assets of Landlord, Landlord's Related Parties or their successors or assigns, shall be subject to the levy, execution or other enforcement procedure for the satisfaction of any such claim, judgment, injunction or decree. 8.10 Waiver of Subrogation. Notwithstanding the provisions of Section 8.7 above, Landlord and Tenant each hereby waives any and all rights of recovery against the other, and against any other tenant or occupant of the Property and against the officers, employees, agents, representatives, customers and business visitors of such other party and of each such other tenant or occupant of the Property, for loss of or damage to such waiving party or its property or the property of others under its control, arising from any cause insured against under any policy of property insurance required to be carried by such waiving party pursuant to the provisions of this Lease (or any other policy of property insurance carried by such waiving party in lieu thereof) at the time of such loss or damage and Landlord and Tenant further hereby waive all rights of subrogation arising under this respective property insurance policies: The foregoing waiver shall be effective whether or not a waiving party actually obtains and maintains such insurance which such waiving party is required to obtain and maintain pursuant to this Lease (or any substitute therefore). Landlord and Tenant shall, upon obtaining the policies of insurance which they are required to maintain hereunder, give notice to their respective insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease. Notwithstanding the foregoing, however, Tenant shall be liable to Landlord for damage caused to the Demised Premises, Building, Property and Common Areas by Tenant's employees and contractors during Tenant's move in or move out of the Demised Premises or installation of tenant improvements in the Demised Premises. ARTICLE IX UTILITIES 9.I Tenant's Obligations. Tenant shall not install any equipment which can exceed the capacity of any utility facilities and if any equipment installed by Tenant requires additional utility facilities, the same shall be installed at Tenant's expense in compliance with all code requirements and plans and specifications which must be approved in writing by Landlord. Landlord shall be responsible for paying Electricity and Water. Tenant shall be solely responsible for and promptly pay all charges for its use or consumption of sewer, gas, and all other utility services. Landlord may make electrical service available to the Premises, and so long as Landlord continues to provide such electrical service Tenant agrees to Landlord Intials 12 Tenant Initial purchase the same from Landlord and pay Landlord for the electrical service (base upon Landlord's determination from time to time of Tenant's consumption of electricity), as additional rent, on the first day of each month in advance (and prorated for partial months), commencing on the Commencement Date at the same cost as would be charged to Tenant from time to time by the utility company which otherwise would furnish such services to the Premises if it provided such services and metered the same directly to the Premises, but in no event at a cost which is less than the cost Landlord must pay in providing such electrical service. Landlord may supply water or other utilities to the Premises, and so long as Landlord continues to provide water or such other utilities Tenant shall pay Landlord for same at the same cost as would be charged to Tenant by the utility company which otherwise would furnish such service to the Premises if it provided such service and metered the same directly to the Premises, but in no event at a cost which is less than the cost Landlord must pay in providing such service, and in no event less than the minimum monthly charge which would have been charged by the utility company in providing such service. Subject to the applicable rules and regulations of the State Public Service Commission, Landlord may provide a shared tenant telephone service to the Premises and so long as Landlord continues to provide such telephone service Tenant agrees to purchase the same from Landlord and pay Landlord for the telephone service at the same cost as would be charged to Tenant by the utility company which otherwise would furnish such service to the Premises if it provided such service directly to the Premises, but in no event at a cost which is less than the cost Landlord must pay in providing such telephone services. Landlord shall have the right to designate an alternate third party utility company or provider to provide any such service to the Premises and/or the Center. Tenant shall operate its heating and air conditioning so that the temperature in the Premises will be the same as that in the adjoining business/Americas Best Value Inn, and set Tenant's thermostat at the same temperature as that thermostat in the mall which is nearest the Premises. Tenant shall be responsible for the installation, maintenance, repair and replacement of air conditioning, heating and ventilation systems within and specifically for the Premises, including all components such as air handling units, air distribution systems, motors, controls, grilles, thermostats, filters and all other components. Tenant shall contract for, in its own name, and shall pay for a qualified service contractor to periodically inspect, adjust, clean and repair such systems, including changing filters on a quarterly basis. Tenant shall promptly furnish a copy of each inspection and service report to the Property manager. Tenant shall operate ventilation so that the relative air pressure in the Premises will be the same as or less than that in the adjoining mall as required by the Landlord. If Tenant's use of the Premises results in special exhaust requirements, Tenant shall have the exhaust fans interlocked with the make-up air units. If Tenant's use of the Premises requires a grease trap, Tenant shall contract for, in its own name, and shall pay for a qualified service contractor to inspect, clean and repair such grease trap a such intervals as may be required by Tenant's use, but in no event less frequently than once a month. Tenant shall promptly furnish a copy of the inspection and service report to the Center manager. In the event such grease trap services Tenant and other tenants in the Center, Landlord may elect to perform such inspection, cleaning and repairing, and Tenant shall pay to Landlord its proportionate share of the cost thereof based upon the number of tenants service by such grease trap. Tenant's proportionate share of such cost shall be due and payable within ten (10) calendar days after billing therefore are rendered to Tenant. In the event Tenant requires the use of telecommunications services, including, but not limited to, credit card verification and/or other data transmission, then Tenant shall contract for such services with one of the service providers available at the Property. 9.2 No Warranty. Landlord does not warrant, represent or guarantee the continued availability or quality of any of all of the utilities. In no event shall the interruption, diminution or cessation of such utilities be construed as an actual or constructive eviction of Tenant or shall Tenant be entitled to any abatement of its obligations under this Lease on account thereof In the event that a deposit is required by a public or quasi -public body in order to obtain such utilities, Tenant agrees and covenants to pay such charge or deposit (or its share thereof). Any money so paid shall not entitle Tenant to an offset or Landlord Intials 13 Tenant initials; reduction of any rent liability hereunder, not shall Landlord be obligated to return, repay or credit Tenant for any such deposit. 9.3 Interruption — Repair. Landlord shall have the right to interrupt the furnishing of utilities at such times as may be necessary by reason of accident, repairs, alterations or improvements, failure of power supply or any other cause whatsoever beyond the control of Landlord. Landlord shall not be liable in damages or rebate or charge of any kind whatsoever and Tenant shall not be entitled to any abatement or reduction of its rent obligations, if the service of such utilities by Landlord or by any other supplier or any utility service or other service to the Demised Premises or the Property shall be interrupted or impaired by fire, accident, riot, strike, acts of God, the making of necessary repairs or improvements. Tenant will be provided adequate notification in advance of power interruptions if known in advance by Landlord and caused by Landlord so that they may use alternative sources of power to maintain their business. ARTICLE X MAINTENANCE AND REPAIRS 10.1 Landlord Obligation. Landlord agrees to keep, in good order, condition and repair the roof, foundation and the exterior walls (excluding all glass windows, window frames and doors) of the Building, except for any damage thereto caused by any act, crime or negligence of Tenant, its employees, agents, customers, visitors, licensees or contractors. Landlord shall not be responsible to make any plumbing, electrical or mechanical repairs or replacements or other improvements or repairs of any kind within the Demised Premises except as expressly set out in this Lease. Landlord shall not be in breach of its obligations under this Section unless Landlord fails to make any repairs or perform maintenance which it is obligated to perform hereunder and such failure persists for an unreasonable time after written notice of a need for such repairs or maintenance is given to Landlord by Tenant. Landlord shall not be required to make any repairs that are the obligation of any tenant or any occupant within the Property or repairs for damage caused by any negligent or intentional act or omission of Tenant or any person claiming through or under Tenant or any of Tenant's employees, suppliers, shippers, customers or invitees, in which event Tenant shall, with the consent and under the direction of Landlord, repair such damage at its sole cost and expense. Tenant hereby waives and releases any right it may have to make repairs to the Demised Premises or Property at Landlord's expense under any law, statute, ordinance, rules and regulations now or hereafter in effect in any jurisdiction in which the Property is located. 10.2 Tenant Obligation. All other repairs or replacements, when necessary, and maintenance, to the Demised Premises shall be made by Tenant at Tenant's sole cost and expense,. and Tenant agrees to maintain the Demised Premises in good repair and to keep the interior of the Demised Premises and all improvements, fixtures and equipment at any time located upon the Demised Premises in good repair, including, but not limited to, the floors, walls, plumbing, electrical wiring and fittings, air conditioning, roof heating fixtures, sewer pipes, water pipes and heating pipes, and to keep the interior of the Demised Premises painted and clean, and to be responsible for all glass. Tenant shall be responsible for maintenance and repair of utilities upon the Demised Premises including free flow of all plumbing and sewage facilities up to the main water and sewer lines, and the cost to repair any damage to plumbing and pipes caused by the introduction of any foreign matter into the plumbing system by Tenant, its employees, business invitees or customers. Tenant shall not at any time overburden or exceed the capacity of the mains, sewers, feeder, ducts, conduits or other facilities by which such utilities are supplied to, distributed in or serve the Demised Premises. Tenant shall, at its sole cost and expense, make all repairs to the Demised Premises, Building and Property which are required, in the reasonable opinion of Landlord, as a result of any ordinary use, misuse, neglect, or intentional act or omission committed or permitted by Tenant or by any subtenant, agent, employee, supplier, shipper, customer, invitee or servant of Tenant. Tenant shall not commit or permit any waste in or about the Demised Premises. All repairs made by Tenant shall be at least of the same quality, design and class as that of the original work. Tenant shall, during the Term of this Lease, provide Landlord Intials ✓ 14 Tenant Initials scheduled monthly and quarterly heating and air conditioning service and inspections in the form of a preventative maintenance contract with a reputable commercial service contractor, which shall be approved by Landlord prior to execution complying with the manufacturers recommended and/or required actions or in the absence of such, those which would be made by a prudent and competent, reputable service contractor to maintain the equipment in a first class condition. An executed copy of the approved contract shall be provided to Landlord. TENANT IS SOLELY RESPONSIBLE FOR MAINTAINING, REPAIRING AND REPLACING HVAC UNITS, WHICH INCLUDES FILTER CHANGE AND A/C CONDENSER GRILL CLEANING EACH MONTH. TENANT SHALL BE SOLELY RESPONSIBLE FOR MAINTAINNG, REPAIRING AND REPLACING EQUIPMENT AND FIXTURES, INCLUDING BUT NOT LIMITED TO SWAM COOLDER, GREASE TRAP, SEWER, WALK-IN COOLER, AND CLEANING THE AREA IN FRONT OF THE DEMISED PREMISES. 10.3 Tenant's Failure. If Tenant fails to keep the Demised Premises in such good order and repair as required hereunder to the reasonable satisfaction of Landlord, Landlord shall have the right to enter the Demised Premises and may restore the Demised Premises to such good order and condition and make such repairs without liability to Landlord, and upon completion thereof, Tenant shall pay to Landlord, as additional rent, upon demand, the cost of such restoration and repair, plus an amount equal to Landlord's cost of overhead expense attributable to the making of such repairs (as is reasonably determined by Landlord), which amount shall not exceed fifteen percent (15%) of the costs of such repair. ARTICLE XI FIXTURES AND PERSONAL PROPERTY, SIGNS AND ALTERATIONS 1 1.1 Fixtures and Personal Property. Any trade fixtures, signs and other personal property of the Tenant not permanently affixed to the Demised Premises shall remain the property of the Tenant and the Landlord agrees that the Tenant shall have the right, provided the Tenant is not in default under the terms of this Lease, at any time, and from time to time, to remove any and all of its trade fixture, signs and other property which it may have stored or installed in the Demised Premises, including, but not limiting the same to, counters, shelving, showcase, mirrors and other movable personal property. Nothing in this Article shall be deemed or construed to permit or allow the Tenant to remove so much of such personal property, without the immediate replacement thereof with similar personal property of comparable or better quality, as to render the Demised Premises unsuitable for conducting the type of business for which the Demised Premises were herein leased. The Tenant at its expense shall immediately repair any damage occasioned to the Demised Premises by reason of the removal of any such trade fixtures, signs and other personal property, and upon the last day of the Lease Term or a date of earlier termination of this Lease, shall leave the Demised Premises in a neat and clean condition, free of debris. All trade fixtures, signs, and other personal property installed in or attached to the Demised Premises by the Tenant must be working properly by the Expiration Date or earlier termination of this Lease, Landlord, at its option, lnay keep and retain any such property or dispose of such property and retain any proceeds therefrom, and Landlord shall be entitled to recover from Tenant any costs in removing such property and restoring the Demised Premises in excess of the actual proceeds, if any, received from Landlord from the disposition thereof. 11.2 Fixtures Remain. All improvements to the Demised Premises by the Tenant, including, but not limited to, light fixtures, floor coverings and partitions, but excluding trade fixtures and signs, shall become the property of Landlord upon the Expiration Date or earlier termination of this Lease. 1 l .3 Tenant's Taxes. Tenant shall pay before delinquency all taxes, assessments, license fees and public charges levied, assed or imposed upon its business operation, as well as upon its trade fixtures, merchandise and other personal property in, on or upon the Demised Premises. Landlord Intials 15 Tenant Initials; 11.4 Signs. Tenant shall not install any signs, window lettering or other advertisement in, upon or around the Demised Premises without the prior written approval of Landlord. Landlord shall have absolute discretion in approving or disapproving any proposed sign in order that the plan, scheme and design of the Property be met. Tenant shall pay for any sign approved by Landlord hereunder, including, but not limited to, the art work, application and installation of any approved sign. Tenant shall pay for the removal of the sign from the Demised Premises and the cost of the repair of any damage caused by such removal. All signs shall comply with applicable ordinances or other governmental restrictions and the determination of such requirements and the prompt compliance therewith shall be the responsibility of the Tenant. Tenant shall have its sign installed at the Demised Premises within thirty (30) calendar days from the date of Landlord's approval of sign. 11.5 Restrictions on Alterations. Tenant covenants not to improve, change, alter, add, remove or demolish any improvements on the Demised Premises ("Changes"), without the prior written consent of Landlord and unless Tenant complies with all conditions which may be imposed by Landlord in connection with such consent (including, without limitation, payment of the reasonable costs and expenses of Landlord for architectural, engineering or other consultants which may be incurred by Landlord in determining whether to approve such Changes). Tenant shall not make any Changes to the HVAC. or electrical - mechanical systems nor shall Tenant make any structural changes, without the prior written consent of Landlord, in Landlord's sole and absolute discretion. Landlord shall not be required to consent to any Change. In regard to Changes approved by the Landlord, Tenant shall procure and pay for all necessary permits and authorizations from applicable governmental authorities for any such Changes. Tenant, at its sole cost, shall obtain workmen's compensation insurance covering all persons employed in connection with any such Changes, liability insurance covering any loss or damage to persons or property arising in connection with any such Changes, and such other insurance or bonds as Landlord may reasonably require. Tenant shall complete any such Changes consented to by Landlord with due diligence and in a good and workmanlike manner, in compliance with all conditions imposed by Landlord and all applicable permits, authorizations, laws, ordinances, orders, rules and regulations of applicable governmental authorities. Tenant shall promptly pay all costs and expenses of any such Changes, and keep the Demised Premises and Property free of all liens of mechanic's or materialmen. Upon the Expiration Date or earlier termination of this Lease, all such Changes shall become the property of Landlord or, at Landlord's option, Tenant shall, at its sole cost, remove all or part of such Changes and restore the Demised Premises to their original condition prior to such Changes. ARTICLE XII LIEN PROTECTION 12.1 No Lien. Tenant agrees that at no time during the Term of this Lease will Tenant permit a lien or encumbrance of any kind or nature to come into existence against the Demised Premises or the Property. If at any time a lien or encumbrance is filed against the Demised Premises or the Property as a result of Tenant's failure to satisfy same, Tenant shall promptly discharge said lien or have the lien removed within fifteen (I 5) calendar days from the date it is filed or recorded. Tenant agrees it will deposit with Landlord in cash 150% of the amount of the lien of the person or concern filing the lien or will post a bond reasonably satisfactory to Landlord and shall leave the same on deposit with Landlord until said lien is discharged. 12.2 Landlord's Right to Cure. If Tenant shall at any time fail, neglect or refuse to satisfy any such lien or encumbrance, or shall fail, neglect or refuse to secure Landlord as hereinabove provided, then Landlord shall have the option (but shall not be required) to satisfy such lien or encumbrance and any amounts paid therefore by Landlord shall be deemed additional rent and shall be paid by Tenant to Landlord at the next rental payment date after any such payment, with interest thereon at the rate of eighteen percent (18%) per annum or the highest rate permitted by law, whichever is less. Landlord lntials 16 Tenant Initial ARTICLE XIII TENANT'S COVENANTS Tenant, in consideration of the leasing of the Demised Premises, as aforesaid, and in addition to any and all covenants hereinabove and hereinafter included in this Lease, covenants and agrees as follows, to wit: 13.1, Rent. To pay the Base Rent for said Demised Premises and all additional rent called for hereunder as heretofore provided, promptly when due and payable. It is understood and agreed that Landlord may assess a late charge which shall be in the amount of five (5%) of any monthly rent installment or other payment called for hereunder. 13.2 Landlord Access. To permit Landlord or its agents to enter upon the Demised Premises at any time for the purpose of inspecting and of making repairs, alterations or improvements to the Demised Premises or to the Property, and may for that purpose erect scaffolding and other necessary structures, and Tenant shall not be entitled to compensation for any inconvenience, nuisance or discomfort occasioned thereby. Landlord shall have the right to enter the Demised Premises in order to check, calibrate, adjust and balance controls and other parts of the heating, ventilating and climate control equipment. Tenant shall permit Landlord or its agents to enter upon all portions of the Demised Premises to exhibit and show the Demised Premises to prospective tenants of the Property or to prospective purchasers or mortgagees of the Property during normal business hours. The Landlord will provide the Tenant with adequate notice when access to the Demised Premises is needed except in the event of an emergency when no notice shall be necessary. 13.3 Tenant's Operation. Landlord reserves the right to recapture the Demised Premises if Tenant ceases operation because of Bankruptcy or financial difficulties. 13.4 Clean. To keep the Demised Premises clean, and in the sanitary condition required by the ordinances and health and police regulations of all local, state and federal governmental agencies. 13.5 Waste, Etc. Neither to permit nor suffer the Demised Premises to be used in any manner that will constitute waste, nuisance, unlawful, immoral or objectionable activity, or unreasonable annoyance (including, without limitations, the use of loudspeakers or sound or light apparatus that can be heard or seen outside the Demised Premises) to other tenants in the Property in which the Demised Premises are located. Tenant shall not use the Demised Premises for the preparation, manufacture, mixing of use of anything that might emit any odor or objectionable noise or lights into or out of the Property in which the Demised Premises are located. No machinery, apparatus or other appliance shall be used or operated in or on the Demised Premises that will in any manner injure, vibrate or shake the Demised Premises or overload the electrical and/or the plumbing systems. 13.6 Landlord Liabilities. Neither to hold nor attempt to hold Landlord liable for any damage or injury, either proximate or remote, occurring through or caused by any repairs, alterations, injury, or accident to adjacent premises, or to the Demised Premises or to adjacent premises or other parts of the Property not herein leased, or by reason of the negligence or default of the owners or occupants thereof or any other persons, nor liable for any injury or damage occasioned by defective electrical wiring or the breaking or stoppage of plumbing, sewage or other water damage upon the Demised Premises or upon adjacent premises, whether said breaking, stoppage or water damage results from freezing or otherwise; provided, however, such occurrences are not caused by Landlord's willful misconduct. Landlord Intials c: 17 Tenant Initials 13.7 No Overloading. Neither to permit nor suffer the Demised Premises or the walls or floors thereof to be endangered by overloading. 13.8 No Increased Insurance Risk. Not to use the Demised Premises for any purpose which would render the insurance thereof void or the insurance risk more hazardous. 13.9 Surrender of Premises. On the Expiration Date or earlier termination of this Lease, Tenant shall quit and surrender the Demised Premises and any appurtenance thereto broom clean and in good condition and repair together with all alterations, fixtures, installations, additions and improvements which may have been made in or attached on or to the Demised Premises. Upon surrender, Tenant shall remove its trade fixtures, and Tenant shall repair at its cost, any damage to the Demised Premises caused thereby. Landlord may require Tenant to restore the Demised Premises so that the Demised Premises shall be as they were on the Commencement Date. 13.10 Compliance with Rules. To comply with all of the rules and regulations attached hereto ("Rules and Regulations"), as such Rules and Regulations may be promulgated, adopted and amended by Landlord from time to time regarding the use and operation of the Demised Premises and the Property. Landlord shall not be responsible to Tenant for the failure of any other tenant of the Property to observe the Rules and Regulations. 13.11 Compliance with Laws. Throughout the Term of this Lease at its sole expense, to comply promptly and fully with (a) all laws, ordinances, notices, orders, rules and regulations, and requirements of all federal, state and municipal governments and all departments, commission, boards and officers thereof regarding the Demised Premises and the use and occupancy thereof including, without limitation, the Americans with Disabilities Act (all of which are hereinafter referred to collectively as "Legal Requirements"); provided, however, that Tenant may contest any Legal Requirements so long as such contest is pursued diligently and so long as no civil or criminal penalty is incurred by Landlord or Tenant during the period of such contest; (b) all requirements (i) of any state or local health, fire, zoning or safety authority, or the National Board of Fire Underwriters (or any other body now or hereafter constituted exercising similar functions) which are applicable to any of or all of the Property, or (ii) imposed by the provisions of any policy of insurance covering any or all of the Property or the Demised Premises and required by the provisions of Article VIII to be maintained by the Tenant, all if and to the extent that any of the Legal Requirements or the insurance requirements relate to any or all of the Demised Premises or the use or manner of use thereof, whether any of the foregoing are foreseen or unforeseen, or are ordinary or extraordinary. 13.12 Permit Current. To keep in force throughout the Term of this Lease all licenses, consents and permits necessary for the lawful use of the Demised Premises for the purpose herein provided. 13.13 Payment of Taxes. To promptly pay all personal property taxes, income taxes, license fees and other taxes assessed, levied or imposed upon Tenant or any other person in connection with the operation of its business upon the Demised Premises or its use thereof in any other manner. 13.14 Continued Use. Tenant agrees to operate the business above described in the Demised Premises during the entire Term of this Lease continuously in one hundred percent (100%) of the Demised Premises during the entire Lease Term during the hours of operation as Landlord and Tenant agree upon hereunder. Said business will be conducted in the Demised Premises which shall be fully fixtured, with a full staff and a full stock of merchandise, using only such minor portions of the Demised Premises for storage and office purposes as are reasonably required. Failure of Tenant to strictly adhere to the provisions of this Section will result in damages to the Landlord, including, but not limited to, diminished saleability, mortgage ability, and economic value. Inasmuch as the determination of Landlord's damages would be difficult to ascertain, Landlord, at its option shall have the right, in the event of Tenant's Landlord Intials 18 Tenant Initial noncompliance with this Section for a period of thirty (30) calendar days or more, to terminate this Lease upon thirty (30) calendar days written notice to Tenant. 13.15 No Nuisance of Offensive Activity. Not to permit any noxious or offensive activity upon the Demised Premises and not to permit or keep anything on the Demised Premises which may be or become a public or private nuisance or cause embarrassment, disturbance or annoyance to other tenants of the Property or others on nearby properties, not to permit any light, sound or odor to be emitted from the Demised Premises which is unreasonably annoying, noxious or offensive to others in the Property or on nearby properties; not to permit any unsightliness on the Demised Premises which is visible within the Property or from nearby properties; not to keep, store or permit any refuse, crap, debris, garbage, bulk materials or waste on the Demised Premises; and not to permit or keep any animals on the Demised Premises. Without limiting the generality of the foregoing, Tenant shall not permit loitering by any of its invitees or customers near the Demised Premises or in the Property, and Tenant shall clean and remove all refuse, garbage and trash about the Demised Premises or in the Property caused by invitees or customers of Tenant. ARTICLE XIV DESTRUCTION OF OR DAMAGE TO DEMISED PREMISES 14.1 If the Demised Premises or the Property is damaged as a result of fire or other casualty insurable under standard fire and extended coverage insurance to such an extent that the cost of restoration, as reasonably estimated by Landlord, will equal or exceed fifty percent (50%) of the replacement value of the Demised Premises or the Property, as the case may be, just prior to the occurrence of such damage, then Landlord may, not later than ninety (90) calendar days following such damage, give Tenant notice of and election to terminate this Lease. In the event of said election, this Lease shall be deemed to terminate on the third (3d) day after giving of said notice, and Tenant shall surrender possession of the Demised Premises within a reasonable time thereafter, not to exceed twenty (20) calendar days, and the Base Rent, and other costs to be paid by Tenant to Landlord shall be apportioned to the date of the casualty. If the cost of restorations as reasonably estimated by Landlord shall amount to less than fifty percent (50%) of said replacement value of the Demised Premises or the Property, as the case may be, or if, despite the cost, Landlord does not elect to terminate this Lease, Landlord shall restore the Demised Premises or the Property with reasonable diligence until completion. If Landlord is obligated to or elects to restore the Demised Premises or the Property and has not substantially restored the Demised Premises or the Property, as the case may be, on or before one hundred eighty (180) calendar days following such damage, Tenant shall be entitled to terminate this Lease by providing written notice thereof to Landlord, which right to terminate shall be Tenant's sole and exclusive remedy against Landlord for any delay by Landlord in repairing such damage; provided, however, such one hundred eighty (180) calendar day period shall be extend for any delays beyond the reasonable control of Landlord. Landlord's obligation to rebuild the DemisecI Premises shall be limited to the extent that adequate insurance proceeds are available to pay for the cost of such damage and that any first mortgagee of Landlord consents to such repair. Notwithstanding the foregoing, Landlord shall have no obligation to repair any damage to, or to replace any of, Tenant's personal property, furnishings, trade fixtures, equipment or such other property or effects of Tenant. There shall be an abatement of rent by reason of damage to or destruction of the Demised Premises or the Property, or any portion thereof, to the extent that (i) Landlord receives insurance proceeds for loss of rental income attributable to the Demised Premises, and (ii) the floor area of the Demised Premises cannot be reasonably used by Tenant for conduct of its business, in which event the Base Rent shall abate proportionately according to (i) or (ii) above, as appropriate, commencing on the date that the damage to or destruction of the Demised Premises of Property has occurred, and except that, if Landlord or Tenant elects to terminate this Leases as provided in the above paragraph, no obligation shall accrue under this Lease after such termination. Notwithstanding the provisions of this Section if any such damage is due Landlord Intials 19 Tenant lnitia to the fault or neglect of Tenant, any person claiming through or under Tenant, or any of their employees, suppliers, shippers, servants, customers or invitees, Tenant shall have no right to terminate the Lease, must promptly repair the damage (and any insurance proceeds that are paid for such damage shall be made available for such repairs), though Landlord at its option may at Tenant's expense repair any damage caused by Tenant or Tenant's agents/employees, and continue to pay all rent and other sums due hereunder and shall be liable to Landlord for all damages that Landlord may sustain resulting from casualties caused by Tenant or Tenant's agents/employees. Tenant's right to terminate his Lease in the event of any damage or destruction to the Demised Premises or Property, is governed by the terms of this Section and therefore Tenant hereby expressly waives the provisions of any and all laws, whether now or hereafter in force, and whether created by ordinance, statute, judicial decision, administrative rules or regulations, or otherwise, that would cause this Lease to be terminated, or give Tenant a right to terminate this Lease, upon any damage to or destruction of the Demised Premises or Property that occurs. If the Demised Premises or the Property is damaged as a result of a casualty not insured against (or, if insured, the proceeds of such insurance are not sufficient to pay for the replacement or restoration, or if the proceeds are not received by Landlord), Landlord shall be under no obligation to restore, replace or rebuild the Demised Premises or the Property, and this Lease shall be deemed terminated on the thirtieth (30th) day following such casualty. NOTWITHSTANDING THE TERMS STATED ABOVE, LANDLORD SHALL, IN ITS SOLE DISCRETION, HAVE THE RIGHT TO TERMINATE THIS LEASE IF STORE PREMISES ARE DAMAGED BY FIRE, BY GIVING TENANT A NOTICE WITHIN 90 DAYS AFTER THE DATE OF SUCH CASUALTY, IF IT IS FOUND THAT THE FIRE WAS CAUSED FROM DEMISED PREMISES, REGARDLESS OF WHETHER TENANT WAS AT FAULT OR THE CAUSE OF FIRE WAS ACCIDENTAL. ARTICLE XV EMINENT DOMAIN 15.1 Taking. If the Demised Premises, or a substantial part thereof; shall be taken in eminent domain, or conveyed under threat of condemnation proceedings, then this Lease shall forthwith terminate and end upon the taking thereof as if the original term provided in said Lease expired at the time of such taking; provided that the Base Rent, additional rent and any other charges hereunder shall be paid to Landlord by Tenant up to the date of such taking. If only such part or portion of the Demised Premises is taken which, in Landlord's opinion, would not substantially and materially interfere with or adversely affect the business of the Tenant conducted at the Demised Premises, then Landlord, at Landlord's option to be exercised in writing within thirty (30) calendar days after the taking thereof, may repair, rebuild or restore the Demised Premises and this Lease shall continue in full force and effect. If, however, because of such taking the Demised Premises, in Landlord's opinion, should be rendered untenantable or partially untenantable, then the Base Rent, or a portion thereof; shall abate in proportion to the portion of the Demised Premises rendered untenantable until the Demised Premises shall have been restored. 15.2 Award. Landlord shall be entitled to the entire award in any condemnation proceeding or other proceeding for taking the Demised Premises, Building or Property for public or quasi -public use, including, without limitation, any award made for the value of the leasehold estate created by this Lease. No award for any partial or total taking shall be apportioned, and Tenant hereby assigns to Landlord any award that may be made in such condemnation or other taking, together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof Although all damages in the event of any condemnation are to belong to Landlord whether such damages are awarded as compensation for diminution in value of the leasehold or to the fee of the Demised Premises, Tenant shall have the right to claim and recover from the condemnor, but not from Landlord, such compensation as may be separately Landlord Intials 20 Tenant Initia awarded or recoverable by Tenant in Tenant's own right on account of the interruption of or damage to Tenant's business by reason of the condemnation and for or on account of any cost or loss to which Tenant might incur in removing Tenant's merchandise, furniture and other personal property, fixtures, and equipment from the Demised Premises. 15.3 No Claim Against Landlord. It is understood and agreed that in the event of the termination of this Lease as provided under this Article, Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease and no right or claim to any part of the award made on account thereof, except as specifically provided in this Article. 15.4 Temporary Taking. If all or any portion of the Demised Premises is temporarily condemned otherwise taken for public or quasi -public use for a limited period of time, this Lease shall remain in full force and effect and Tenant shall continue to perform all terms, conditions and covenants of this Lease; provided, however, the rent and all other charges payable by Tenant to Landlord hereunder shall abate during such limited period in proportion to the portion of the Demised Premises that is rendered untenantable and unusable as a result of such condemnation or other taking. Landlord shall be entitled to receive the entire award made in connection with any such temporary condemnation or other taking. Tenant shall have the right to claim and recover from the condemnor, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on account of damages to Tenant's business by reason of the condemnation and for or on account of any cost or loss to which Tenant might be put in removing Tenant's merchandise, furniture and other personal property, fixtures, and equipment or for the interruption of or damage to Tenant's business. 15.5 Transfer of Landlord's Interest to Condemnor. Landlord may, without any obligation or liability to Tenant, agree to sell and/or convey to the condemnor the Demised Premises, the Property or any portion thereof, sought by the condemnor, free from this Lease and the rights of Tenant hereunder, without first requiring that any action or proceeding be instituted or, if instituted, pursued to a judgment. In such event, this Lease shall be deemed terminated effective on the date of such transfer. ARTICLE XVI DEFAULT AND REMEDIES OF LANDLORD 16.1 Events of Default. If any one or more of the following events (each of which is herein sometimes called "Event ofDefault") shall happen: 16.1.1 If default shall be made in the due and punctual payment of any rent, taxes or any other sums required to be paid by Tenant under this Lease when and as the same shall become due and payable, and such default has not been cured within five (5) calendar days of the date same becomes due and payable. No written notice specifying such default shall be required. 16.1.2 If Tenant shall vacate or abandon the Demised Premises. No written notice specifying such default shall be required. 16.1.3 If default shall be made by Tenant in the performance of or compliance with any of the covenants, agreements, terms or conditions contained in this Lease other than those referred to in the foregoing subsection 16.1.1 and Tenant shall fail to remedy the same within fifteen (15) calendar days after Landlord shall have given Tenant written notice specifying such default. 16.1.4 If Tenant shall file a voluntary petition in bankruptcy or. shall be adjudicated a bankrupt or insolvent, or shall take the benefit of any relevant legislation that may be in force for bankrupt or insolvent debtors or shall file any petition or answer seeking any reorganization, arrangement, Landlord Intials '---e 21 Tenant Initials composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation, or if any proceedings shall be taken by Tenant under any relevant Bankruptcy Act in force in any jurisdiction available to Tenant, or if tenant shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Demised Premises, or shall make any general assignment for the benefit of creditors. Nowritten notice specifying such default shall be required. 16.1.5 If a petition shall be filed against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal state or other statute, law or regulation and shall remain undismissed for a period of one hundred twenty (120) calendar days, or if any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Demised Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated for a period of one hundred twenty (120) calendar days. No written notice specifying such default shall be required. 16.2 Remedies. If an Event of Default occurs, Landlord shall have the following rights and remedies, which shall be distinct, separate and cumulative, and which may be exercised by Landlord concurrently or consecutively in any combination and which shall not operate to exclude or deprive Landlord of any other right or remedy which Landlord may have in law or equity: 16.2.1 Re-enter and take possession of the Demised Premises or any part thereof and repossess the same as Landlord's former estate and expel Tenant and those claiming through or under Tenant, -and remove the effects of both or either, and to remove Tenant and Tenant's agents and employees therefrom, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or breach of covenants or prior conditions, and Landlord may employ the remedies contained in subsections 16.2.1.1 or 16.2.1.2 as set forth below: 16.2.1.1 Landlord may choose to terminate this Lease and Tenant's right to possession of the Demised Premises shall cease and the Lease shall thereupon be terminated, and Landlord may sue Tenant for damages for breach of the obligations of the Tenant to the Landlord under this Lease, and such damages shall be deemed to be the equivalent of the amount of rent (Base Rent, and additional rent) and charges reserved in this Lease for the remainder of the stated term which would be payable by Tenant if this Lease were still in effect, less the net proceeds, if any, of any reletting of the Demised Premises after deducting all Landlord's expenses in connection with such reletting, including, but without limitation, all repossession costs, brokerage commissions, legal expenses, attorney fees, expenses of employees, alteration, remodeling and repair costs and expenses of preparation for such reletting; the then unamortized cost of any tenant improvements constructed for or on behalf of Tenant by or at the expense of Landlord or of any moving - allowance or other concession made available to Tenant and/or paid by Landlord pursuant to this Lease; any costs for repairs, clean-up, refurbishing, removal (including the repair of any damage caused by such removal) and storage (or disposal) of Tenant's personal property, equipment, fixtures, and anything else that Tenant is required (under this Lease) to remove but does not remove; any costs for alteration, additions and renovations. 16.2.1.2 Landlord may, without terminating this Lease, relet, assign or sublet the Demised Premises and personal property or any part thereof, either alone or in conjunction with other portions of the building of which the Demised Premises are a part, in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease), and on such conditions and upon such other terms (which may include concessions of free rent and alteration and repair of the Demised Premises) as Landlord, in its sole discretion, may determine, and Landlord may collect and receive the rents therefore. Landlord shall use reasonable efforts to relet the Demised Premises after all other space available for leasing in the Building has been let, but Landlord shall not have any duty to lease the Demised Premises below the then current local market rental rates being obtained for competing rental space and shall in no Landlord Intials 22 Tenant Initials way be responsible or liable for any failure to relet the Demised Premises, or any part thereof, or for any failure to collect any rent due upon such reletting. Landlord reserves the right following any such re-entry and/or reletting to exercise its right to terminate this Lease by giving Tenant such written notice, in which event the Lease will terminate as specified in said notice. If Landlord elects to take possession of the Demised Premises as provided in this subsection without terminating the Lease, Tenant shall pay to Landlord (i) the rent (Base Rent, and additional rent) and other sums as herein provided, which would be payable hereunder if repossession had not occurred, less (ii) the net proceeds, if any, of any reletting of the Demised Premises after deducting all Landlord's expenses in connection with such reletting, including, but without limitation, all repossession costs, brokerage commissions, legal expenses, attorney fees, expenses of employees, alteration, remodeling and repair costs and expenses of preparation for such reletting, the then unamortized cost of any tenant improvements constructed for or on behalf of Tenant by or at the expense of Landlord or of any moving allowance or other concession made available to Tenant and/or paid by Landlord pursuant to this Lease; any costs for repairs, clean-up, refurbishing, removal (including the repair of any damage caused by such removal) and storage (or disposal) of Tenant's personal property, equipment, fixtures, and anything else that Tenant is required (under this Lease) to remove but does not remove; any costs for alterations, additions and renovations. If, in connection with any reletting, the new lease term extends beyond the existing term, or the Demises Premises covered thereby includes other premises not part of the Demised Premises, a fair apportionment of the rent received for such reletting and the expenses incurred in connection therewith as provided aforesaid will be made in determining the net proceeds received from such reletting. In addition, in determining the net proceeds from such reletting, any rent concessions will be apportioned over the term of the new lease. If the sum realized shall not be sufficient to pay such rent (Base Rent, and additional rent) and other charges within five (5) calendar days after demand, Tenant will pay to Landlord any such deficiency as it accrues. Landlord may sue therefore as each deficiency shall arise if Tenant shall fail to pay such deficiency within the time allowed. In the event Landlord elects to re-enter or take possession of the Demised Premises, Tenant shall quit and peaceably surrender the Demised Premises to Landlord, and Landlord may enter upon and re-enter the Demised Premises and possess and repossess itself thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess and remove Tenant and may have, hold and enjoy the Demised Premises and the right to receive all rental income of and from the same. 16.2.1.3 In addition to Landlord's rights set forth in subsections 16.2.1.1 and 16.2.1.2 above, if Tenant fails to pay the rent (Base Rent, and additional rent) and all other amounts owing hereunder within the time period set forth herein, more than two (2) times during any calendar year during the Term of this Lease, or any extension thereof, then upon the occurrence of a third or any subsequent default in the payment of monies during said calendar year, Landlord, at its sole option, shall have the right to require that Tenant, as a condition precedent to curing such default, pay the Landlord in cash or its equivalent, in advance, the Base Rent and Landlord's estimate of all other amounts which will become due and owing hereunder by Tenant for a period of six (6) months including but not limited to additional rent. All such amounts shall be paid by Tenant within thirty (30) calendar days after notice from Landlord demanding same. All monies so paid shall be retained by Landlord, without interest, for the balance of the Term of this Lease and any extension thereof, and shall be applied by Landlord to the last due amounts owing hereunder by Tenant. If, however, Landlord's estimate of the rent and other amounts for which Tenant is responsible hereunder are inaccurate, when such error is discovered, Landlord shall pay to Tenant, or Tenant shall pay to Landlord, within thirty (30) calendar days after written notice thereof the excess or deficiency, as the case may be, which is required to reconcile the amount on deposit with Landlord with the actual amounts for which Tenant is responsible. 16.3 Percentage Rent after Default. intentionally Deleted. Landlord Intials a 23 Tenant Initials 16.4 No Termination. No such re-entry or taking possession by Landlord shall be construed as an election on Landlord's part to terminate or surrender this Lease unless a written notice of such intention is served on Tenant, notwithstanding the service of a Demand for the Payment of Rent or Possession, or the filing of a suit under a forcible entry and unlawful detainer statute or similar law. 16.5 Remedies Cumulative. The enumeration of the foregoing remedies does not exclude any other remedy, but all remedies are cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity, including but not limited to, suits for injunctive relief and specific performance. The exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. If any remedy contained in this Article XVI is illegal, invalid or unenforceable under the laws of the jurisdiction wherein the Property is located, then it is the intention of the parties hereto that the remaining remedies and any other remedy available to Landlord for the Tenant's default in such jurisdiction shall not be affected thereby, and Landlord shall be entitled to any other remedy enumerated herein or available to Landlord in such jurisdiction. All costs incurred by Landlord in connection with collecting any rent or other amounts and damages owing by Tenant pursuant to the provisions of this Lease, or to enforce any provision of this Lease, including reasonable attorney fees from the date such matter is turned over to an attorney, whether or not one or more actions are commenced by Landlord, shall also be recoverable by Landlord from Tenant. 16.6 Right to Injunctive Relief. In the event of any breach by Tenant of any of the agreements, terms, conditions or covenants contained in this Lease, Landlord, in addition to any and all other rights herein provided and at Landlord's option, shall be entitled to enjoin such breach and shall have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise for such breach as through re-entry, summary proceedings and other remedies were not provided for in this Lease. 16.7 Interest. All rent in arrears and all amounts collectible hereunder shall bear interest at the rate of eighteen percent (18%) per annum or the highest rate permitted by law, whichever is less, from the respective due dates until paid, provided that this shall in no way limit, lessen or affect any claim for damages by Landlord for any breach or default by Tenant. 16.8 Arbitration. In the event of any disagreement, dispute or claim concerning this Lease or the obligations of Landlord and Tenant tinder this Lease (except as otherwise provided below), and if such matter cannot be resolved within ten (10) calendar days after written demand by Tenant or Landlord to the other party that the matter in dispute be resolved through arbitration, either Landlord or Tenant shall be entitled to submit such matter to binding arbitration under the rules of the American Arbitration Association (the "AAA") then in effect. Any claim by Landlord for the eviction of Tenant or for possession of the Demised Premises (including claims for rent or additional rent due) shall not be subject to arbitration including, without limitation, the disputes, claims and defenses underlying such claim for eviction or possession, or rent due, unless Landlord consents to such arbitration in its sole discretion. The matter shall be submitted to arbitration in Denver, Colorado and the parties shall immediately request that the AAA provide a list of qualified arbitrators. If any discovery or document production is allowed and agreed upon by the parties, such discovery shall be limited to items and information directly and materially related to the matters at issue, and limited so as to (i) minimize any burden on Landlord, and (ii) maintain the confidentiality of Landlord's books, records and documents. in the event the parties cannot agree on a single arbitrator within ten (10) calendar days after the parties have received the list of arbitrators, each party shall designate one arbitrator from the list within ten (10) calendar days thereafter and the selected arbitrator shall then select an additional arbitrator within ten (10) calendar days after their selection to complete the panel of arbitrators. If the two arbitrators are unable to select an additional arbitrator, the AAA shall select the additional arbitrator. All arbitration proceedings shall then be conducted in an Landlord Intials .' _ 24 Tenant Initial expedited manner and in accordance with the applicable rules of the AAA with costs of the arbitration proceeding (including, without limitation, reasonable attorneys' fees, arbitrators' fees and witness fees) to be borne by the parties in accordance with this Lease, which shall be provided for in the arbitration award. The decision of the arbitrator(s) shall be final and binding upon the parties and shall not be subject to appeal in any court; provided, however, that notwithstanding anything herein to the contrary, the award shall be subject to vacation or modification as provided in the Uniform Arbitration Act or other similar act in effect in the state in which the arbitration occurs. • 16.9 Costs. Tenant shall pay all costs, charges and expenses, including, without limitation, court costs, arbitration costs, and reasonable attorneys' fees incurred by Landlord or its beneficiaries in enforcing Tenant's obligations under this Lease, in the exercise by Landlord of any of its remedies in the event of a default, in any litigation, arbitration, negotiation or transactions in which Tenant causes Landlord, without Landlord's fault, to become involved or concerned, or in consideration of any request for approval of or consent to any action by Tenant which is prohibited by this Lease or which may be done only with Landlord's approval or consent, whether or not such approval or consent is given. 16.10 Late Charges. If Tenant fails to pay Base Rent or any amount due under this Lease in full before the end of the third day after it's due, Tenant shall pay Landlord a late charge as follows: Ten cents ($0.10) for each dollar overdue. Said late fee shall be considered Additional Rent and shall be payable immediately upon Landlord's request and interest will accrue at a rate of either eighteen percent (18%) per annum or the highest lawful rate of interest permitted at the time, the lesser between the two. Landlord does not waive the right insist on payment of Base Rent or any amount due under this Lease in full on the date it is due. ARTICLE XVII HOLDING OVER 17.1 Hold Over Rent. If Tenant remains in possession of the Property after expiration or earlier termination of the Term hereby demised, with or without the consent of Landlord, such holding over shall be deemed to be a holding over upon a tenancy from month to month at a monthly rental equal to one hundred fifty percent (150%) of the monthly installment of Base Rent due under the terms of this Lease for the month immediately preceding the commencement of the hold over period, and Tenant shall remain liable for all other payments provided for hereunder, including, but not limited to, Percentage Rent, taxes, insurance, maintenance, Common Area Costs, and such holding over shall be subject to all the other terms and conditions of the Lease. Notwithstanding the foregoing provisions or the acceptance by Landlord of the payment by Tenant, any holding over without Landlord's consent shall constitute a default by Tenant and shall entitle Landlord to pursue all remedies provided in this Lease and Tenant shall be liable for any and all direct or consequential damages or losses of Landlord resulting from Tenant's holding over without Landlord's consent. 17.2 Relet-Damages. In the event Landlord relets the Demised Premises to a new tenant and term of such new lease commences during the period for which Tenant holds over, then such holding over shall be deemed a breach of Tenant's covenant to deliver up the Demised Premises upon the termination or expiration of the Term, and Landlord shall be entitled to recover from Tenant any and all costs, expenses, reasonable attorneys' fees, damages, loss of profit or any other costs resulting from Tenant's failure to deliver possession of the Demised Premises to the new tenant. Landlord Intials� 25 Tenant Initials/ ARTICLE XVIII SUBORDINANTION AND ESTOPPEL CERTIFICATE 18.1 Estoppel. Tenant shall at any time and from time to time, upon not less than ten (10) calendar days prior written notice from Landlord, execute, acknowledge and deliver to Landlord, without charge or other compensation to Tenant, a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the dates to which rent and other charges are paid in advance, if any, and acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of the Landlord hereunder, or specifying such default, if any are claimed and stating that no rent (Base Rent, and additional rent) has been paid for a period of more than one month in advance. 18.2 • Subordination; Nondisturbance. The rights of Tenant under this Lease are and shall be, at the option of Landlord or the mortgagee, beneficiary or master or ground lessor under the following instruments, either subordinate or superior to any mortgage or deed of trust (including a consolidated mortgage or deed of trust) constituting a lien on the Demised Premises, Building or Property, or Landlord's interest therein or any part thereof; whether such mortgage or deed of trust has heretofore been, or may hereafter be, placed upon the Demised Premises by Landlord, and to any ground or master lease if Landlord's title to the Demised Premises or any part thereof is or shall become a leasehold interest. To further assure the foregoing subordination or superiority, Tenant shall, upon Landlord's request, together with the request of any mortgagee under a mortgage or beneficiary under a deed of trust or ground or master lessor, execute any instrument (including without limitation an amendment to this Lease that does not materially and adversely affect Tenant's rights or duties under this Lease), or instruments intended to subordinate this Lease (subject to Tenant's non -disturbance rights), or at the option of Landlord, to make it superior to any mortgage, deed of trust, or ground or master lease. Notwithstanding any such subordination, Tenant's right to occupy the Demised Premises pursuant to this Lease shall remain in effect for the full Term as long as is not in default hereunder. 18.3 Attornment. Notwithstanding and in addition to the provisions of Section 18.2, Tenant agrees (1) to attorn to any mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Demised Premises and to any party acquiring title to the Demised Premises by judicial foreclosure, trustee's sale, or deed in lieu of foreclosure, and to any ground or master lessor, as the successor to Landlord hereunder, and (2) to execute any attornment agreement evidencing such attornment requested by a mortgagee, beneficiary, ground or master lessor, or party making a loan secured by the Demised Premises or Property or so acquiring title to the Demised Premises, and (3) that this Lease, subject to the rights under any outstanding nondist urbance agreement, at the option of such mortgagee, beneficiary, or ground or master lessor, or other party, shall remain in force notwithstanding any such judicial foreclosure, trustee's sale, deed in lieu of foreclosure, or merger of titles. Notwithstanding the foregoing, neither a mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Demised Premises, nor any party mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Demised Premises, nor any party acquiring title to the Demised Premises by judicial foreclosure, trustee sale, or deed in lieu of foreclosure, nor any ground lessor master lessor, as the successor to Landlord hereunder, shall (a) be liable or responsible for any act or omission of any prior landlord (including Landlord), (b) be obligated to cure any breach of a covenant contained in this Lease that occurred before such party acquired its interest in the Demised Premises or be obligated to cure any continuing breach thereof until after the successor Landlord has received the notice and right to cure as provided herein, (c) be subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord), (d) be liable or responsible for any security deposits held by Landlord hereunder which have not been actually received by such party, (e) be bound by any prepayment of Base Rent or additional Rent for more than the current month to any prior landlord (including Landlord), (f) be bound by any amendment or modification of this Lease or by any waiver or forbearance on the party of any prior landlord (including Landlord) made or given without the Landlord Intials 26 Tenant Initials written consent of such party, or (g) be bound to make any payment to Tenant or to perform any construction requirements called for in this Lease. 18.4 Amendment. If any lending institution with which Landlord has negotiated or may negotiate for financing for the Building or Property requires any changes to this Lease, Tenant shall promptly execute and deliver an amendment to this Lease prepared by Landlord and embodying such changes, so long as such changes do not materially increase Tenant's obligations hereunder. In the event that Tenant shall tail to execute and deliver such amendment within twenty (20) calendar days after receipt thereof by Tenant, such failure shall constitute a default hereunder by Tenant and shall entitle Landlord to all remedies available to a landlord against a defaulting tenant pursuant to a written lease, including but not limited to those remedies set forth in Section XVI. ARTICLE XIX TRANSFER OF LANDLORD — ATTORNMENT 19.1 Right to Transfer. Nothing in this Lease shall restrict the right of Landlord to sell, convey, encumber, assign or otherwise deal with the Demised Premises and this Lease. 19.2 Transfer — Release. A sale, conveyance or assignment of the Demised Premises or Lease shall operate to release Landlord from liability hereunder from and after the effective date of such sale, conveyance, or assignment, and thereafter Tenant shall look solely to Landlord's successor in interest in and to this Lease. This Lease shall not be affected by any such sale, conveyance or assignment, and Tenant shall attorn to Landlord's successor in interest thereunder and execute any agreement evidencing such attornment as may be requested. Any finds in which Tenant has an interest in the hands of Landlord or the then grantor at the time of such transfer shall be turned over to the grantee. 19.3 Foreclosure. If the interest of Landlord is transferred to any person, firm, conveyance or corporation by reason of foreclosure or other proceedings for enforcement of any mortgage or deed or trust by delivery of a deed in lieu of such foreclosure or other proceedings, Tenant shall immediately and automatically attorn to such person, firm, company or corporation. ARTICLE XX COVENANT OF QUIET ENJOYMENT Tenant, upon paying and continuing to pay each month during the term of this Lease the rent (Base Rent, and additional rent), and performing all of the covenants and agreements of this Lease, shall quietly have, hold and enjoy possession of the Demised Premises and all rights granted to Tenant in this Lease during the term hereof. Tenant acknowledges that the covenant to pay rent is independent of Landlord's covenant of quiet enjoyment. ARTICLE XXI ASSIGNMENT AND SUBLETTING 21.1 Landlord's Consent. Tenant shall not sell, assign, encumber, mortgage or transfer this Lease or any interest or portion therein, sublet or permit the occupancy or use by others of the Demised Premises or any part thereof, or allow any transfer hereof of any lien upon Tenant's interest by operation of law or otherwise (collectively, a "Transfer") without the prior written consent of Landlord. Such consent Landlord Intials �..� 27 Tenant Initials shall be in the Landlord's sole and subjective discretion. such consent, nnt, the withholding osuch consensubjective emaydi be t on. Without h, but Won, bt not tlim Landlord's withhold (a) Tenant mix of the Property; limited to, the following: (b) In the reasonable judgment of Landlord, the subtenant or assignee character or engaged in a business or proposes tae in P poses to use the Demised Premises in a manner which isjnot in keeping with the standards of Landlord for the Property, or (B) has an unfavorable standing; reputation or credit (c) Either the area of the Demised Premises to be sublet or the remaining area Demised Premises is not regular in shape with appropriate means of ingress or epurposes; of the egress suitable for normal (d) An Event of Default exists under the Lease; indirectly controls, is) controhe lled by oos Sduassiggnnder ear subtenant tal or any then an occupant or tenant of any other space in the Property; with the proposed asstity igneelorldirectly subtenant, or s (0 The proposed sublessee or assignee is a person or entity with whom Landlord is then negotiating to lease space in the Property; or (g) The proposed assignment or sublease instrument does not have the substance or form which is reasonably acceptable to Landlord. If Landlord consents to such sublet or assignment, such consent shall be expressly contingent upon Tenant's payment to Landlord, as additional rent, Landlord's costs and expenses incurred in connection therewith, including, but not limited to, attorneys' fees and costs, and Landlord's construction supervision fee, if applicable. Any Transfer which is not in compliance with the provisions of this Article XXI shall, at the option of Landlord, be void and of no force or effect. Upon any assignment or subletting hereof, even though consented to by the Landlord, the Tenant shall remain primarily and personally liable for the full payment of the rent (Base Rent and additional rent) and for the full performance of the agreements, terms, conditions and covenants of this Lease undertaken to be kept and performed by the Tenant after the assignment or subletting. The assignee of this Lease, where permitted, shall assume and undertake to keep, observe and perform all the agreements, terms, conditions, and covenants of this Lease. In case of any assignment, attempted assignment, subletting or attempted subletting by Tenant without Landlord's written consent thereto, Landlord may, without notice, prevent the ingress of persons claiming under such unauthorized assignment or sublease. Notwithstanding anything to the contrary herein contained, Tenant agrees that Landlord may attach as a condition to Landlord's written approval of any assignment or sublease by Tenant that Landlord shall be entitled to the receipt of any profit derived by Tenant as a result of such assignment and/or sublease. Such profit shall include any amounts received by Tenant from its assignee or sublessee in excess of the Base Rent required to be paid by Tenant hereunder; provided, however, this provision shall not be applicable to an approved assignment of this Lease when made in conjunction with a bona fide sale of Tenant's business to a third party. Tenant shall deliver all documents relating to any such assignment and subletting to Landlord upon Landlord's demand. 21.2 Notice to Landlord. Tenant shall provide written notice of the proposed assignee, Sublette or transferee, as applicable, which notice shall provide Landlord with (i) the name and address of the proposed subtenant, assignee, pledgee, mortgagee or transferee, (ii) a reasonably detailed description of such person or entity's business, (iii) detailed financial references for such person or entity, (iv) a true and complete copy of the proposed sublease, assignment, pledge, mortgage or other conveyance and all related documentation, and (v) such other information as Landlord may reasonably require. Ga\Auk taatals < � 28 Tea=Initials 21.3 Landlord's Right of Recapture. Tenant shall, by written notice in the form specified in the following sentence, advise Landlord of Tenant's intention on a stated date (which shall not be less than thirty (30) business days after date of Tenant's notice) to sublet, assign, mortgage or otherwise Transfer any part of all of the Demised Premises or its interest therein for the balance or any part of the Term, and, in such event, Landlord shall have the right, to be exercised by giving written notice to Tenant within twenty (20) business days after receipt of Tenant's notice, to recapture the space described in Tenant's notice and such recapture notice shall, if give, cancel and terminate this Lease with respect to the space therein described as of the date stated in Tenant's notice. If Tenant's notice shall cover all of the space hereby demised, and Landlord shall elect to give the aforesaid recapture notice with respect thereto, then the Term shall expire and end on the date stated in Tenant's notice as fully and completely as if that date had been herein definitely fixed for the expiration of the Term. If, however, this Lease is terminated pursuant to the foregoing with respect to less than the entire Demised Premises, the Base Rent and additional rent then in effect shall be adjusted in the basis of the number of square feet retained by Tenant in proportion to the original square feet of the Demised Premises, and this Lease as so amended shall continue thereafter in full force and effect. In such event, Tenant shall pay the cost of erecting demising walls and public corridors and making other required modifications to physically separate the portion of the Demised Premises remaining subject to this Lease from the rest of the Demised Premises. If Landlord, upon receiving Tenant's notice that it intends to sublet or assign any such space, shall not exercise its right to recapture the space described in Tenant's notice. Landlord will, as hereinabove provided, determine whether to approve Tenant's request to sublet or assign the space covered by its notice. 21.4 Excess Rent. If Tenant individually, or as debtor or debtor in possession or if a trustee in bankruptcy acting on behalf of Tenant pursuant to the Bankruptcy code, 11 U.S.C. 101, et seq., shall (with approval of Landlord) sublet or assign the Demised Premises or any part thereof or assign any interest in this Lease at a rental rate (or additional consideration) in excess of the then current monthly Base Rent and additional rent per square foot, said excess Base Rent (or additional consideration) shall be and become the property of Landlord and shall be paid to Landlord as it is received by Tenant, less Tenant's reasonable brokerage (excluding commissions paid to brokers who are Tenant's affiliates), legal and other expenses ("Tenant's Cost") incurred in connection with such assignment or, in the case of a sublease, less the monthly Pro Rata Share of such Tenant's Costs as determined by dividing such Tenant's Costs by the number of months in the term of such sublease. If Tenant shall sublet the Demised Premises or any part thereof, Tenant shall be responsible for all actions and neglect of the subtenant and its officers, partners, employees, agents, guests and invitees as if such subtenant and such persons were employees of Tenant. Nothing in this Section shall be construed to relieve Tenant from the obligation to obtain Landlord's prior written consent to any proposed sublease, 21.5 Included Transfers. If Tenant is a partnership, a withdrawal or change, whether voluntary, involuntary or by operation of law or in one or more transactions, of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease and subject to the provisions of this Article XXI. However, the preceding sentence shall not apply to corporations the stock of which is traded through a national or regional exchange or over-the-counter. Neither this Lease nor any interest therein nor any estate created thereby shall pass by operation of law or otherwise to any trustee, custodian or receiver in bankruptcy of Tenant or ally assignee for the assignment of the benefit of creditors of Tenant. 21.6 No Waiver. The consent by Landlord to any Transfer shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, and Tenant shall remain liable therefor, nor shall the collection or acceptance of Rent from any assignee, subtenant or occupant constitute a waiver or release of Tenant from any of its obligations or liabilities under this Lease. Any consent given pursuant to this Article XXI shall not be construed as relieving Tenant from the obligation of obtaining Landlord's prior written consent to any subsequent assignment or subletting. Landlord Intials i o, 29 Tenant Initial ARTICLE XXII LIEN ON PERSONALTY AND FORFEITURE OF PERSONALTY 22.1 GRANT OF LIEN. IN CONSIDERATION OF THE MUTUAL BENEFITS ARISING UNDER THIS LEASE, TENANT HEREBY GRANTS TO LANDLORD A LIEN AND SECURTY INTEREST IN ALL PROPERTY OF TENANT (INCLUDING, BUT NOT LIMITED TO, ALL FIXTURES, MACHINERY, EQUIPMENT, FURNISHINGS, AND OTHER ARTICLES OF PERSONAL PROPERTY NOW OR HEREAFTER PLACED IN OR ON THE DEMISED PREMISES BY TENANT, TOGETHER WITH THE PROCEEDS FROM THE DISPOSITION OF THOSE ITEMS) [THE "COLLATERAL"}, NOW OR HEREAFTER PLACED IN OR ON THE DEMISED PREMISES, AS. SECURITY FOR PAYMENT OF ALL RENT AND OTHER SUMS AGREED TO BE PAID BY TENANT HEREIN. PROVISIONS OF THIS SECTION CONSTITUTE A SECURITY AGREEMENT UNDER THE UNIFORM COMMECIAL CODE OF THE STATE IN WHICH THE PROPERTY IS LOCATED, AND LANDLORD HAS AND MAY ENFORCE A SECURITY INTEREST IN THE COLLATERAL. THE COLLATERAL SHALL NOT BE REMOVED WITHOUT THE CONSENT OF LANDLORD UNTIL ALL ARREARAGES IN RENT AND OTHER SUMS OF MONEY THEN DUE TO LANDLORD HEREUNDER HAVE BEEN PAID AND DISCHARGED. CONCURRENTLY WITH THE EXECUTION AND DELIVERY HEREOF, THEANTN SHALL EXECUTE, AS DEBTOR, TWO OR MORE FINANCING STATEMENTS IN THE FORM PROVIDED BY LANDLORD, TO PERFECT THIS SECURITY INTEREST PURSUANT TO THE UNIFORM COMMERICAL CODE OF THE STATE IN WHICH THE PROPERTY IS LOCATED. THE PROVISIONS OF THIS SECTION CONSTITUTE A SECURITY AGREEMENT UNDER THE UNIFORM COMMECIAL CODE OF THE STATE IN WHICH THE PROPERTY IS LOCATED, AND LANDLORD HAS AND MAY ENFORCE A SECURITY INTEREST IN THE COLLATERAL. LANDLORD MAY AT ITS ELECTION AT ANY TIME FILE A COPY OF THIS LEASE AS A FINANCING STATEMENT. LANDLORD, AS SECURED PARTY, HAS ALL THE RIGHTS AND REMEDIES AFFORDED A SECURED PARTY UNDER THE UNFORM COMMERCIAL CODE OF THE STATE IN WHICH THE PROPERTY IS LOCATED IN ADDITION TO AND CUMULATIVE OF THE LANDLORD'S LIENS AND RIGHTS PROVIDED BY LAW OR BY THE OTHER TERMS AND PROVSIONS OF THIS LEASE. 22.2 Surrender. At the termination of this Lease, by lapse of time or otherwise, Tenant shall surrender possession of the Demised Premises to Landlord and deliver all keys to the Demised Premises and all locks therein to Landlord and make known to Landlord the combination of all combination locks in the Demised Premises, and shall, subject to Articles XIV and XV, return the Demised Premises and all equipment and fixtures of Landlord therein to Landlord in broom clean condition and in as good condition as when Tenant originally took possession, ordinary wear and tear excepted failing which Landlord may restore the Demised Premises and such equipment and fixtures to such condition and Tenant shall pay the cost thereof to Landlord on demand. 22.3 Removal of Fixtures. Upon termination of this Lease or of Tenant's right to possession of the Demised Premises, by lapse of time or otherwise, all installations, additions, partitions, hardware, light fixtures, floor covering, non -trade fixtures and improvements, temporary or permanent, whether place there by Tenant or Landlord, shall be Landlord's property and shall remain upon the Demised Premises, all without compensation, allowance or credit to Tenant; provided, however, that if prior to any such termination or within thirty (30) calendar days thereafter Landlord so directs by notice, Tenant, at Tenant's sole expense, shall promptly remove such of the installations, additions, partitions, hardware, light fixtures, floor coverings, non -trade fixtures and improvements in or to the Demised Premises by or on behalf of Tenant as are designated in such notice and repair any damage to the Demised Premises caused by such removal, failing which Landlord may remove the same and repair the Demised Premises, and Tenant shall pay the cost thereof to Landlord on demand. Landlord Intials 30 Tenant Initial 22.4 Survival. All obligations of Tenant under this Article XXII shall survive the expiration or earlier termination of this Lease. ARTICLE XXIII NOTICES All notices, demands, approvals, consents, requests for approval or consent or other writings in this Lease provided to be give, made or sent by either party hereto to the other ("Notice") shall be in writing and shall be deemed to have been fully given, made or sent when made by personal service or two (2) business days after deposit in the United States mail, certified or registered and postage prepaid and properly addressed as follows: To Landlord: The address set forth in Section 1.1 above. To Tenant: The address set forth in Section 1.1 above. The address to which and Notice should be given, made or sent to either party may be changed by written notice given such party as above provided. Any notice, demand, request or consent to be made by or required of Landlord, may be made and given by Landlord's property manager with the same force and effect as if made and give by Landlord. ARTICLE XXIV SUCCESSORS All of the agreements, terms, conditions and covenants set forth in this Lease shall inure to the benefit of and be biding upon the heirs, legal representatives, successors, executors and assigns of the parties, except that no assignment or subletting by Tenant in violation of the provisions if this Lease shall vest any rights in the assignee or in the sublessee. ARTICLE XXV ENTIRE AGREEMENT The within Lease constitutes the entire agreement of the parties hereto. No representations, promises, terms, conditions, obligations or warranties whatsoever referring to the subject matters hereof, other than those expressly set forth herein, shall be of any binding legal force or effect whatsoever. No modification, change or alteration of this Lease shall be of any legal force or effect whatsoever unless in writing, signed by all parties hereto. ARTICLE XXVI LANDLORD'S RIGHT TO CURE TENANT DEFAULT If Tenant shall default in the performance of any covenant contained herein and to be performed on Tenant's part, Landlord may, after fifteen (15) calendar days notice to Tenant, or without notice if in Landlord's sole opinion an emergency exists, perform the same for the account and at the expense of Tenant. If Landlord shall incur any expense, including reasonable attorneys' fees, in instituting, Landlord Intials Vie` 31 Tenant Initials prosecuting or defending any action on behalf of Tenant, Tenant shall reimburse Landlord for total amount of such expense with interest at the rate of eighteen percent (18%) per annum or the highest rate permitted by law. Whichever is less, from the date of Landlord's advance or advances therefore. Should Tenant, pursuant to this Lease, become obligated to reimburse or otherwise pay Landlord one or more sums of money pursuant to this Article XXVI, the amount thereof shall be paid by Tenant to Landlord within five (5) calendar days of Landlord's written demand therefore, and if Tenant fails to make such payment, such failure shall be deemed an Event of Default as set forth in Article XVI hereof. The provisions hereof shall neither impose a duty on Landlord not excuse any failure on Tenant's part to perform or observe any covenant or condition in this Lease contained on Tenant's part to be performed or observed. ARTICLE XXVII HAZARDOUS MATERIALS Tenant, at its sole cost and expense, shall keep and maintain the Demised Premises in good and sanitary order, condition and repair including, without limitation, to promptly respond to and clean up any release or threatened release of any Hazardous Substance (as hereinafter defined) in a safe manner and in strict accordance with Applicable Laws (as hereinafter defined); provided, however, Tenant's obligations under this sentence shall not include any Hazardous Substances which Tenant proves (i) existed on the Demised Premises on the Commencement Date of the Term unless caused or disturbed by act or omission of Tenant, or its employees or agents, or (ii) were caused by the affirmative act of Landlord. Tenant, its employees, licensees, contractors, concessionaires, invitees and agents, shall not use, store, permit, generate, treat, transport or dispose of any Hazardous Substances at or about the Demised Premises without Landlord's prior written consent, which consent shall be in Landlord's sole and subjective discretion. Landlord may withdraw such consent at any time for reasonable cause related to the threat of site contamination, damage or injury to persons, property or resources on or near the Demised Premises and thereupon Tenant shall immediately remove the Hazardous Substance from the site. Tenant hereby indemnifies, defends and holds harmless Landlord from and against any suits, actions, legal or administrative proceedings, demands, claims, liabilities, fines, penalties, losses, injuries, damages, expenses or costs (including interest and attorneys' fees) incurred by, claimed or assessed against Landlord under the Applicable Laws or in any way connected with any injury to any person, property or other damage or loss to Landlord occasioned in any way by Hazardous Substances or any other substances prohibited hereunder on the Demised Premises; provided, however, Tenant's obligations under this sentence shall not include any Hazardous Substances which Tenant proves (i) existed on the Demised Premises on the Commencement Date of the Term unless caused or disturbed by act or omission of Tenant, or its employees or agents, or (ii) were caused by the affirmative act of Landlord. This indemnity specifically includes the direct obligation of Tenant to perform any remedial or other activities required, ordered, recommended or requested by any agency, governmental or third party, or otherwise necessary to avoid or minimize injury or liability to any person or property, or to prevent the spread of pollution. Without waiving its rights hereunder, Landlord at its option may perform such remedial activities or removal as herein described and Tenant shall permit Landlord access to the Demised Premises therefore and reimburse Landlord for the cost thereof Tenant hereby waives, releases and discharges forever Landlord from all present and future claims, demands, suits, legal and administrative proceedings and from all liability for damages, loss, costs, liabilities, fees and expenses, present and future, arising out of or in any way connected with the existence of Hazardous Substances in any state on the Demised Premises or the Property or the violation of any of the Applicable Laws. Without limiting the foregoing, Tenant, its employees and agents shall not use, store, generate, treat, transport or dispose of (i) asbestos in any form, (ii) urea formaldehyde foam insulation, (iii) transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million, or (iv) any other chemical, material or substance which is prohibited, limited or regulated by any federal, state or local applicable government or quasi -governmental authority; provided, however, Tenant's obligations under this sentence shall not include any Substances which Tenant proves (i) existed on the Demised Premises on Landlord Intials 32 Tenant Initial the Commencement Date of the Term unless caused or disturbed by act or omission of Tenant, or its employees or agents, or (ii) were caused by the affirmative act of Landlord. Tenant's obligations to indemnify Landlord under this Article shall survive the termination or expiration of this Lease. "Hazardous Substance(s)" shall mean any substance which at any time shall be listed as "hazardous" or "toxic" under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). 42 U.S.C. 9601, et seq., as amended and the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901, et seq., as amended, or in the regulations implementing such statutes, or which has been or shall be determined at any time by any agency or court to be a hazardous or toxic substance regulated under any other Applicable Laws (as hereinafter defined). The term "Hazardous Substance(s)" shall also include, without limitation, raw materials, building components, the products of any manufacturing or other activities on the Demised Premises, wastes, petroleum products, or special nuclear or byproduct material as defined by the Atomic Energy Act of 1954, 42 U.S.C. 3011, et seq., as amended. "Applicable Law(s)" shall include, but shall not be limited to CERCLA, RCRA, the Federal Water Pollution Control Act, 33 U.S.C. 1251, et seq., the Insecticide, Fungicide, and Rodenticide Act (Pesticide Act of 1987), 7 U.S.C. § 135, et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., the Safe Drinking Water Act, 42 U.S.C. § 300(f), et seq., the National Environmental Policy Act (NEPA), 42 U.S.C. §4321, et seq., the Refuse Act of 1899, 33 U.S.C. §407, et seq., the Clean Air Act, 42 U.S.C. 7401, et seq., as amended, and the regulations promulgated thereunder, and any other federal, state and/or local laws or regulations, whether currently in existence or hereafter enacted or promulgated, that govern or relate to: (a) The existence, cleanup and/or remedy of contamination of property; (b) The protection of the environmental from spilled, deposited or otherwise emplaced contamination; (c) The control of hazardous or toxic substances or wastes; or (d) The use, generation, discharge, transportation, treatment, removal or recovery of hazardous or toxic substances or wastes, including building materials. ARTICLAE XXVIII BUILDING CONVERSION 28.1 Landlord may, at any time, relocate Tenant to another area of the Property (herein referred to as "New Premises") providing the New Premises shall be similar to the Demised Premises in square footage and use for Tenant's. purposes. If Tenant is already occupying the Demised Premises at the time Landlord exercises the rights granted by this Article XXVIII, Landlord agrees to pay all reasonable moving expenses of Tenant incident to such substitution and for improving the New Premises so that they are substantially similar to the Demised Premises. Landlord shall give Tenant at least sixty (60) calendar days' notice before making such change. Tenant shall cooperate with Landlord in all reasonable ways to facilitate the move. If Tenant fails to so cooperate, Landlord shall be relieved of all responsibility for damage or injury to Tenant or its property during such move, except as caused by Landlord's actual negligence. 28.2 If the termination is due to major damage in the Property or a proposed change in the building's use, Landlord may terminate all lease agreements in the building. This includes but is not limited to conversion to other commercial use or the planned demolition and/or sale of all or any part of the building. In such cases, Landlord shall give Tenant a one hundred twenty (120) calendar day written termination notice or may relocate Tenant to another rental complex. Tenant hereby waives all claims in respect thereof against Landlord, and Landlord shall not be responsible for any compensation. ARTICLE XXIX MISCELLANEOUS Landlord Intials 33 Tenant InitialsG 29.1 Covenant Dependency. The obligation of Tenant to pay rent (Base Rent, and additional rent) hereunder is independent of each and every other covenant, duty or obligation of the Landlord herein, and is not subject to deduction or offset. 29.2 Additional Buildings — Enlarging the Property. Landlord shall have the right to construct additional structures and buildings in the Common Areas, so long as the parking areas remaining after such additional construction comply with all applicable governmental requirements for parking. Tenant acknowledges that Landlord hereby reserves the right from time to time to enlarge the Property by constructing other buildings on portions of the Property with or without any new Common Areas, and by including within the Property other properties now or hereafter owned by Landlord adjacent to the property, and constructing on such additional property buildings and Common Areas. In this event, each new building, properties and Common Areas shall be treated as though they were originally a part of the Property and at the election of Landlord all common expenses, utility costs, real property taxes and all other prorata payments herein required of Tenant shall be applicable to such enlarged area and all improvements now or hereafter constructed thereon; provided that in such event Tenant's Pro Rata Share shall be apportionately adjusted to include any additional square footage contained in such new buildings or comprising additional properties added to the Center. 29.3 Easements. Landlord shall have the right to grant any easements on, over, under and above the Demised Premises for such purposes as Landlord determines, provided that such easements will not materially interfere with Tenant's business. 29.4 Time of the Essence. Time is of the essence hereof, and each party shall perform its obligations and conditions hereunder within the time hereby required. 29.5 Provisions Negotiated and Independent. Each and every provision of this Lease has been independently, separately and freely negotiated by the parties as if the Lease were drafted by both the Landlord and Tenant. The parties, therefore, waive any statutory or common law presumption which would serve to have this document construed in favor of, or against, either party. 29.6 Unenforceability. If any clause or provision of this Lease is illegal, invalid or unenforceable under preset or fixture laws effective during the Term of the Lease, then and in that event it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added as part of this Lease a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable. 29.7 Limitation of Landlord Liability. In no event shall Landlord be liable to the Tenant for the failure of other tenant in the Property to operate its business, comply with its lease, or comply with any applicable rules and regulations. Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being primary consideration for the execution of this Lease by Landlord, that there shall be absolutely no personal liability on the part of Landlord, or any partner, officer, shareholder, member or employee of the Landlord, or any owners of an interest in Landlord's business, their successors, assigns, legally appointed representatives, or nay mortgagee in possession (for the purpose of this paragraph collectively referred to as "Landlord") with respect to any of the terms, covenants, and conditions of this Lease, and that Tenant shall look solely to the equity of Landlord in the Property of which the Demised Premises are a part for the satisfaction of each and every remedy of Tenant in the event of any breach by Landlord of any of the terms, covenants, and conditions of this Lease to be performed by Landlord, such exculpation of liability to be absolute and without any exception whatsoever. In no event shall Tenant be entitled to seek damages for Landlord's breach of this Lease in an amount greater than the out-of-pocket cash expenditures of Tenant resulting from such breach, Landlord Intials 34 Tenant Initials and Tenant shall not be entitled to nor shall Tenant seek any damages for lost profits, consequential or punitive damages. 29.8 No Recordation. The parties agree not to record this Lease nor any Short Form Lease or Memorandum of Lease of record, without first obtaining the written consent of the other party. If such approval is obtained, a Short Form Lease or Memorandum of Lease, indicating the Term, but omitting rent and other terms and an agreement specifying the date of commencement and termination of this Lease Term shall be recorded; provided, however, that the failure to record said Short Form Lease, Memorandum of Lease or Agreement shall not effect or impair the validity and effectiveness of this Lease. Costs of recording shall be paid by the party requesting the Short Form Lease. 29.9 Non -Waiver. No waiver of condition or covenant of this Lease by either party hereto shall be deemed to imply or constitute a further waiver by such party of the same or any other condition or covenant. No act or thing done by Landlord or Landlord's agents during the Term shall be deemed an acceptance of a surrender of the Demised Premises, and no agreement to accept such surrender shall be valid unless signed in writing by Landlord. The delivery of Tenant's keys to any employee or agent of Landlord shall not constitute a termination of this Lease unless a written agreement has been entered into with Landlord to this effect. No payment by Tenant, nor receipt from Landlord, of a lesser amount than the Base Rent, Percentage Rent or additional rent herein stipulated shall be deemed to be other than on an account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check, or payment as rent, be deemed an accord and satisfaction, and Landlord shall accept such check for payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy available to Landlord. If this Lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may collect rent from the Tenant, assignee, sub -tenant or occupant and apply the net amount collected to the rent herein reserved, but not such collection shall be deemed a waiver of the covenant herein against assignment and subletting, or the acceptance of the assignee, sub -tenant or occupant as tenant, or a release of Tenant from the complete performance by Tenant of the covenants herein contained on the part of Tenant to be performed. 29.10 Constructive Eviction. Tenant shall not be entitled to claim a constructive eviction from the Demised Premises unless Tenant shall have first notified Landlord in writing of the condition or conditions giving rise thereto, and, if the complaints be justified, unless Landlord shall have failed within a reasonable time after receipt of said notice to remedy such conditions. 29.11 Non -Disturbance. This Lease is subject and subordinate to all mortgages and deeds of trust which not or hereafter may affect the Demised Premises or the Property, and Tenant shall execute and deliver upon demand of Landlord any and all instruments subordinating this Lease in the manner requested by Landlord. Notwithstanding any provision to the contrary in this Lease, this Lease shall at Landlord's request be subject or subordinate to any mortgage or mortgages hereafter placed on the Property, or be superior to any mortgage presently encumbering the Property upon condition that the respective mortgagee or mortgagees with respect to each other and any such mortgage provided Tenant with a reasonably acceptable non -disturbance agreement in respect of such mortgage or mortgages. Such non -disturbance agreement shall be an agreement in recordable form between Tenant and the holder of such mortgage binding on such holder and on future holders of such mortgage, which shall provide in substance that, so long as the Event of Default has not occurred, this Lease shall remain in full force and effect. Neither such holder nor any other holders of such mortgages shall name or join Tenant as a party -defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease, or the term hereof, be terminated, (except as permitted by the terms of this Lease), or otherwise affected or the possession of Tenant be disturbed by the enforcement of any rights given to any holder of such mortgage Landlord Intials 35 Tenant Initials pursuant to the terms, covenants or conditions, contained in such mortgage or any other documents held by any holder or any rights given to any holder as a matter of law. Neither the mortgage nor any other security instrument executed in connection therewith shall cover or be construed as subjecting in any manner to the lien thereof, any trade fixtures, signs or other personal property at any time furnished or installed by Tenant or its subtenants or licensees, if any, on the Demised Premises regardless of the manner or mode of attachment thereof 29.12 Prohibited Uses. Tenant shall not offer to the public services described in Exhibit F, attached hereto, or use the Demised Premises, or any part thereof, for the purposes set forth on such Exhibit F; except, however, if such service is ancillary to the permitted use of the Tenant under this Lease and no independent charge is imposed for such services. 29.13 WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, LANDLORD AND TENANT AGREE EACH SHALL, AND DO HEREBY, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER CLAIM BROUGHT BETWEEN THE PARTIES HERETO OR THEIR SUCCESSORS OR ASSIGNS ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, AND/OR TENANT'S USE OR OCCUPANCY OF THE DEMISED PREMISES. THIS WAIVER IS MADE FREELY AND VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER EACH OF THE PARITES HERETO HAS HAD THE BENEFIT OF ADVICE FROM LEGAL COUNSEL OF THIS SUBJECT. 29.14 Counterclaims. Except for compulsory or mandatory counterclaims, Tenant hereby waives any right to lead any counterclaim, offset or affirmative defense in any action or proceedings brought by Landlord against Tenant pursuant to the laws of the state where the Property is located or otherwise, for the recovery of possession based upon the non-payment of Base Rent, additional rent or any other Event of Default. This shall not, however, be construed as a waiver of Tenant's right to assert any claim in a separate action brought by Tenant against Landlord, subject, however, to the terms and conditions of Article VIII above. 29.15 Examination of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution by and delivery to both Landlord and Tenant. 29.16 Governing Law. This Lease and rights and obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the local laws of the State in which the Property is located. 29.17 Force Majeure. Landlord shall not be deemed in default with respect to the failure to perform any of the terms, covenant and conditions of this Lease on Landlord's part to be performed, if such failure is due in whole or in part to any strike, lockout, labor dispute (whether legal or illegal), civil or terrorist disorder, inability to procure materials, failure of power, restrictive governmental laws and regulations, riots, insurrections, war, fuel shortages, accidents, casualties, Acts of God, acts caused directly or indirectly by Tenant (or Tenant's agents, employees, guests or invitees), acts of other tenants or occupants of the Property or any other cause beyond the reasonable control of Landlord. In such event, the time for performance by Landlord shall be extended by an amount of time equal to the period of the delay so caused. No interruption of service resulting from any of the causes described in the first sentence of the Section shall relieve Tenant of any of its obligations under this Lease or render Landlord liable for damages. Landlord shall not be liable to Tenant for any expense, injury, loss or damage resulting from work done in or upon, or the sue of, any adjacent or nearby building, land, street, alley or underground vault or passageway. [Intentionally Left Blank/Signatures on the Next Page] Landlord Intials 36 Tenant Initials: IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. SIGNATURES: LANDLORD: JABEZ ENTERPRISES, LLC TENANT: RINN VALLEY LLLP 3815 State Highway 119 12863 Columbine Circle Longmont, CO 80504 Thornton, CO 80241 ``"1GIIKE KIM, Manager Landlord Intials ,77/40(. e/ufax7i4b-Albe RY T. MOON, General Partner 37 Tenant Initia EXHIBIT A (Location of the Demised Premises) A Portion of the Building designated as Restaurant and Bar on the East side of the Building with direct entrance from the East side Parking Lot and from the interior of the Building known as Americas Best Value Inn located at 3815 Highway 119, Longmont, CO 80504 with the Legal Description of LCI Longmont Centennial Inn Sub 3815 119 Hwy Longmont 80501. The size and configuration of the Property is approximate and may or may not change in the future. Attached to and forming a part of Lease dated February 23, 2016 between Landlord and Tenant, signed by: Landlord Intials ✓'" 38 Tenant Initia EXHIBIT B (Landlord and Tenant's Work) Description of Landlord Improvements Tenant accepts the Demised Premises in an "As Is" condition. Landlord shall provide the following: - NONE Description of Tenant Improvements None at this time. However, Tenant shall submit to Landlord a narrative plan of the improvements to be made to the demised premises, if any. Attached to and forming a part of Lease dated Febniary 23, 2016 between Landlord and Tenant, signed by: `"Landlord Landlord Intials 39 Tenant Initials— EXHIBIT C-1 (Guaranty) FOR VALUE RECEIVED, and in consideration for, and as an inducement to Jabez Enterprises, LLC, as Landlord, for entering into a certain Lease Agreement (the "Lease") dated the 23rd day of February, 2016, with Rinn Valley Enterprises, LLLP, as Tenant, for that certain premises located at 3815 Highway 119, Longmont, Colorado, Lany T. Moon (the "Guarantor"), guarantees to Landlord, its venturers; and their heirs, executors, administrators, its successor in interest and its assigns, the full performance and observance of all of the covenants, conditions, and agreements therein provided to be performed and observed by Tenant, Tenant's successors and assigns, and expressly agrees that the validity of this Agreement and the obligations of the Guarantor hereunder shall in no way be terminated, affected or impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provision of the within Lease, or by reason of the waiver by or the failure of Landlord to enforce any of the terms, covenants or conditions of the Lease, all of which may be given or done without notice to Guarantor. The Guarantor waives notice of default in the payment of Base Rent, Percentage Rent, if any, or additional rent or any other amount contained or reserved in said Lease or notice of the breach or nonperformance of any of the covenants, conditions or agreements contained in the Lease. The Guarantor further covenants and agrees that this Guaranty shall remain and continue in full force and effect as to renewal, extension, amendment or modification of the Lease, regardless of whether the Guarantor shall have consented in writing to such renewal, extension, amendment or modification. Extensions, amendments, renewals or modifications of the Lease may be granted to Tenant without notice to Guarantor and without impairing the liability of Guarantor hereunder. The Guarantor further agrees that its liability under this Guaranty shall be primary, and that in any right of action which shall accrue to the Landlord under the Lease, the Landlord may, at its option, proceed against the Guarantor and the Tenant jointly or severally, and may proceed against the Guarantor without having commenced any action against or having obtained any judgment against the Tenant. No assignment or transfer of the Lease shall operate to extinguish or diminish the liability of the Guarantor. The Guarantor agrees that in the event the Tenant shall become insolvent or shall be adjudicated a bankrupt, or shall file a petition for reorganization, arrangement or similar relief under any present or future provision of the Bankruptcy Law, or if such petition filed by creditors of the Tenant shall be approved by a court, or if the Tenant shall seek a judicial readjustment of the rights of its creditors under any present or future federal or state law, or if a receiver of all or part of its property and assets is appointed by any state or federal court, and in any such proceeding the aforesaid Lease shall be terminated or rejected, or the obligations of the Tenant thereunder shall be modified, the Guarantor agrees that it will immediately pay to the Landlord or its successors or assigns (a) an amount equal to the Base Rent, Percentage Rent, if any, and additional rent accrued to the date of such termination, rejection or modification, plus (b) an amount equal to the then cash value of the Base Rent, Percentage Rent, if any, and additional rent which would have been payable under said Lease for the unexpired portion of the Term thereby demised, less the then cash rental value of the Demised Premises for such unexpired portion of the Term, together with interest on the amounts designated in (a) and (b) above at a rate which is eighteen percent (18%) per annum or the highest rate permitted by law, whichever is less, from the date or such termination, rejection, or modification to the date of payment. Neither the Guarantor's obligation to make payment in accordance with the terms of this agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Tenant or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting Landlord Intials 40 Tenant lniti from the operation of any present or future provision of the Bankruptcy Law or other statute, or from the decision of any court. Until all the covenants and conditions in the Lease on Tenant's part to be performed and observed are fully performed and observed, Guarantor: (a) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor in compliance with the obligations of Guarantor hereunder; (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in compliance with the obligations of Guarantor hereunder; and (c) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor whether or not arising out of Guarantor's performance of this Guaranty, to the obligations of Tenant to the Landlord under said Lease. IN WITNESS WHEREOF, the Guarantor has caused this Guaranty of Lease to be executed this 23rd day of February, 2016. Home Addr 'ss: 12863 Columbine Circle, Thornton, CO 80241 Phone Number:c J —41-3 4-6/4 i4 Soc. Security #: 24 A,:)--6-6/ 1 Landlord Intials„` 41 Tenant Initials EXHIBIT C-2 (Guaranty) FOR VALUE RECEIVED, and in consideration for, and as an inducement to Jabez Enterprises, LLC, as Landlord, for entering into a certain Lease Agreement (the "Lease") dated the 23rd day of February, 2016, with Rinn Valley Enterprises, LLLP, as Tenant, for that certain premises located at 3815 Highway 119, Longmont, Colorado, KATHERINE ENGELHARD (the "Guarantor"), guarantees to Landlord, its venturers, and their heirs, executors, administrators, its successor in interest and its assigns, the full performance and observance of all of the covenants, conditions, and agreements therein provided to be performed and observed by Tenant, Tenant's successors and assigns, and expressly agrees that the validity of this Agreement and the obligations of the Guarantor hereunder shall in no way be terminated, affected or impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provision of the within Lease, or by reason of the waiver by or the failure of Landlord to enforce any of the terms, covenants or conditions of the Lease, all of which may be given or done without notice to Guarantor. The Guarantor waives notice of default in the payment of Base Rent, Percentage Rent, if any, or additional rent or any other amount contained or reserved in said Lease or notice of the breach or nonperformance of any of the covenants, conditions or agreements contained in the Lease. The Guarantor further covenants and agrees that this. Guaranty shall remain and continue in full force and effect as to renewal, extension, amendment or modification of the Lease, regardless of whether the Guarantor shall have consented in writing to such renewal, extension, amendment or modification. Extensions, amendments, renewals or modifications of the Lease may be granted to Tenant without notice to Guarantor and without impairing the liability of Guarantor hereunder. The Guarantor further agrees that its liability under this Guaranty shall be primary, and that in any right of action which shall accrue to the Landlord under the Lease, the Landlord may, at its option, proceed against the Guarantor and the Tenant jointly or severally, and may proceed against the Guarantor without having commenced any action against or having obtained any judgment against the Tenant. No assignment or transfer of the Lease shall operate to extinguish or diminish the liability of the Guarantor. The Guarantor agrees that in the event the Tenant shall become insolvent or shall be adjudicated a bankrupt, or shall file a petition for reorganization, arrangement or similar relief under any present or future provision of the Bankruptcy Law, or if such petition filed by creditors of the Tenant shall be approved by a court, or if the Tenant shall seek a judicial readjustment of the rights of its creditors under any present or future federal or state law, or if a receiver of all or part of its property and assets is appointed by any state or federal court, and in any such proceeding the aforesaid Lease shall be terminated or rejected, or the obligations of the Tenant thereunder shall be modified, the Guarantor agrees that it will immediately pay to the Landlord or its successors or assigns (a) an amount equal to the Base Rent, Percentage Rent, if any, and additional rent accrued to the date of such termination, rejection or modification, plus (b) an amount equal to the then cash value of the Base Rent, Percentage Rent, if any, and additional rent which would have been payable under said Lease for the unexpired portion of the Term thereby demised, less the then cash rental value of the Demised Premises for such unexpired portion of the Term, together with interest on the amounts designated in (a) and (b) above at a rate which is eighteen percent (18%) per annum or the highest rate permitted by law, whichever is less, from the date or such termination, rejection, or modification to the date of payment. Neither the Guarantor's obligation to make payment in accordance with the terms of this agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Tenant or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting Landlord Intials---=� 42 Tenant Initial from the operation of any present or future provision of the Bankruptcy Law or other statute, or from the decision of any court. Until all the covenants and conditions in the Lease on Tenant's part to be performed and observed are fully performed and observed, Guarantor: (a) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor in compliance with the obligations of Guarantor hereunder; (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in compliance with the obligations of Guarantor hereunder; and (c) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor whether or not arising out of Guarantor's performance of this Guaranty, to the obligations of Tenant to the Landlord under said Lease. IN WITNESS WHEREOF, the Guarantor has caused this Guaranty of Lease to be executed this 23rd day of February, 2016. Landlord Intials GU RATOR: at terine En Home Address: 8006 Morningside Dr., Federick, CO 80516 Phone Number: .303 -- 22-r — °es. 36 - 77y - 767s. Soc. Security #: 43 Tenant Initials EXHIBIT D (Rules and Regulations) 1. The public and common sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than ingress and egress to and from the Premises. 2. No awnings or other projections shall be attached to the outside walls of the Selling Space or Store Premises without the prior written consent of Landlord. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with any window or door of the Store Premises, without the prior written consent of Landlord. Such awnings, projections, curtains, blinds, shades, screens or to other fixtures must be of a quality, type, design and color, and attached in the manner approved by Landlord. All electrical fixtures hung in the Selling Space must be approved by the Landlord 3. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the outside or inside of the Store Premises without prior written consent of the Landlord. In the event of the violation of the foregoing by any Tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to the Tenant or Tenants violating this rule. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for each Tenant by the Landlord at the expense of such Tenant, and shall be of a size, color and style acceptable to the Landlord. 4. Tenant must remain open for business at least during each day for the same hours of each day that a majority of other non -chain restaurants/stores in the Property are open for business. 5. No space in the Building shall be used for manufacturing, for the storage or sale of merchandise of any kind at auction. 6. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Tenant, nor shall any changes be made in existing locks or the mechanism thereof. Each Tenant must, upon the termination of his Lease agreement, restore to Landlord all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, such Tenant, and in the event of the loss of any keys, so furnished, such Tenant shall pay to Landlord the cost thereof. 7. All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of any description must take place during the hours which Landlord or its agents may reasonably designate from time to time. Landlord reserves the right to inspect all safes, freight or other bulky articles to be brought into the Store Premises and to exclude from the Building all safes, freight or other bulky articles which violate any of these Rules and Regulations or the Lease Agreement of which these Rules and Regulations are a part. 8. Tenant shall maintain the premises at a reasonable temperature to prevent freezing of the water pipes and cause damages. 9. If the sprinkler system or any of its appliances shall be damaged or injured, or not in proper working order by reason of any actor omission of any Tenant, or any Tenants agents, servants, employees, Tenants or visitors, such Tenant shall forthwith restore the same to good working conditions at its own expense; and if the Board of Fire Underwriters or any fire insurance company or any bureau, department or official of the state or city government having jurisdiction shall require or recommend that any changes, modifications, alterations or additional sprinkler heads or other equipment be made or supplied by reason of such Tenant's business, or the location of partitions, trade fixtures, or other contents of the Selling Space, or if any such changes, modifications, alterations, additional sprinkler heads or other equipment become Landlord Intials � 44 Tenant Initial necessary to prevent the imposition of a penalty or charge against the full allowance for a sprinkler system in the fire insurance rate as fixed by said Board, or by any fire insurance company, such Tenant shall at its expense promptly make and supply such changes, modifications, alterations, additional sprinkler heads or other equipment. 10. Tenant will keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the confines of the Selling Space: will not cause or permit strong, unusual, offensive or objectionable sound, sights, odors, fumes, dust or vapors to emanate or be dispelled from the Store Premises or Selling Space. 11. Tenant will keep the inside and outside of all glass in the doors and windows of the Selling Space clean and will replace any cracked or broken glass with glass of the same kind, size and quality. 12. Tenant shall not provide wi-fi passwords to the intermit used by Americas Best Value Inn to its customers. 13. Tenant shall keep its store front (the area between parking lot and its main entrance) clean at all times. 14. Tenant will comply with all applicable federal, state and local environmental and other laws, rules, regulations, guidelines, judgments and orders and all recommendations of any public or private agency having authority over insurance rates which now or in the future enact requirements with respect to the use or occupancy of the Selling Space by Tenant, including, without limitations, the requirements imposed by the Americans with Disabilities Act which imposes requirements relating to among others, requirements relating to the venting, use of and disposal of chlorofluorocarbons and other refrigerants; will not use or permit the use of any portion of the Store Premises for any unlawful purpose; and will conduct its business in the Store Premises and Selling Space in all respects in a dignified manner and in accordance with high standards of store operation. 15. Tenant shall keep the storefront sign and display windows in the Selling Space lighted during all periods that the Store Premises is open to the public and for one-half hour after required business hours and for such other periods as may be reasonably required by Landlord's and regulations. 16. Tenant shall have enough amount of staff during store hours and maintain complete stock of merchandises and other goods at all times. Attached to and forming a part of Lease dated February 23, 2016 between Landlord and Tenant, signed by: 'ndiord Landlord Intials 45 Tenant Initial Jun.10.2016 02:16 PM SMOKEHOUSE 30367S9100 PAGE. 2/ 4 MI" WELD skins ONLINE COUNTY Rinn Valley, LLLP, dba Ole I lickory Smokehouse and Tavern i . - II,ItettlIP \ 4 Waill°` n n A 4 rn - iA/r` v 7A ill) f,AI� 1' _ • • ,•w 1 ♦ L''t 1 1 L nl n - -+•-- wn,Kc.. •••.., . \ A I n n n •rry �� , Legend ° Z r r r 4 Parcels CP =4 ' - ':{; ! '' ., .' . .fie, _ �. .,�„-'.''` 1,f /r Address Label Highway , _- ,.- a r- Sx w ,n �_ ; County Boundary . -. , �_ ': ...am. . / 4. .- ,sA _♦ -mays •. •s y. i 4. v •� �V♦ + .f r•. .. i ., - J,'. '. P,' 'ItF• �i ' y. ' �. '- ' ' 1',,. AI, `. e. r II H I C;1--11/1/QY I. 119 W B ._ ,. HIGHWAY 119 E B _^ .• •j`fir.- - -_ - "`"I r '� - a+sl I fP'! .oms. J .• ,. Y ,'ti,!.. --• OR lir .. 411 ✓ % ! . - =X) • 't t it "1 %.. !� 4: r 4 0.- - r.. •. , ,, 7 ., igt Eij ��Y_ . _ ASH AVE �3; ../ �-_. •• .;, �( -ice �/ •�� V / r� r ♦. �• \\ �_ „ 31 �< r. - .y c• W , E tRCH A�/E iiipr- i r .� UJilTi zt` �I • • - - 1.11 f— I -r- Q- �' ,y e- .. -- fir -- �: - ni 1 , Tr- 1 11.1 . 0, ��l r.,.... •I 7,A!•... •+'•1•w r �/ •_•- • .LLI t� »61 • t) '• I `::I • t••.' —_;.�,�:_ s • � o. .. HICKORY AVE H Q ! -" _=- = ' Et, .' i' ' r 4I ''' - -- -- -i IVY AVE - • .i!tANr;1 :i cn = e . - ' O CC JUNIPER, AVE r,! w a -~ 41f .♦ ....... • f ',�•i +—,ter —ear . •••..ter, -/ - J,• - inlet - • , ii 1;. Notes `__, 2,026.9 0 1,013.43 2,026.9 Feet 1 his map is a user generated static output from an Internet mapping site and is for Hotel and Restaurant (County) Liquor License WGS1984_ Weld reference only. Data layers that appear Web_ Mercator_Auxiliary_Sphere County Colorado THIS MAP on IS this map may or may current, or otherwise NOT TO BE USED FOR not be accurate, reliable. NAVIGATION Fr, WELD COUNTY airs ONLINE MAPPING Rinn Valley, LLLP, d oa Ole Hickory Smokehouse and Tavern USR •1199AM3 BRA\, EI ��1ININC I I SP •397Aivi GRAVEL PIT ,1(1 /car L1 HIGHWAY 1I9MEB USR-1663,, r O _ & GAS PRODUCTION! '_^,C!L!TY -1' L, USR-1666; OIL & GAS PRODUCTION FACILITY USR-874 GRAVEL MINING Q. 2,026.9 WGS_1984_Web_Mercator_Auxiliary_Sphere Weld County Colorado 0 1,013.43 IP -4 L SR i 2-9012 2nn' TAI nrAML'^!'AIM NAVE? „ NIPERAVE Jff li., .- h' f 2,026.9 Feet Firestone *r ,44.11 100 Year A 1: 12,161 0 This map is a user generated static output from an Internet mapping site olio 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 1 --1 L_J Parcels USR - Uses by Special Reviev Floodplain - 500 Year Floodplain - 100 Year Zone A Floodplain - 100 Year Floodwa Floodplain - 100 Year Zone AE Floodplain - 100 Year Zone AI- Floodplain - 100 Year Zone AC Address Label Highway County Boundary Hotel and Restaurant (County) Liquor License ••• •WELD COUNTY • Rinn valley, LLLP, dba Ole lickory Smokehouse Tavern and 1 • M, Pyr ,.. • r F A , fr �•. 1 . h,tn. f► t' ikiyam, „� . • 1 ♦rt. } t W n. t .. ••• - • , , ,. 4 . . i -: • _,, a, � : - . ti: ,. �; r ••, : , ., .._ SE- ,`r • - •F r P Legend Legend .,� . �. - . a Parcels rf r .; z Highway • � County Boundary r— '�lo L__I T r A 4,,- P i ft .cs".! 1. •r .� VII ; A 1 / I• .." rib • . ,. C [ it f ` r 4. .av y j;' / I ` I f tik r n ye - 5 \ r�. a�v:Q : �. y ,`. - ' r • - �. s f ' • . .y • la: I� I� •_J a: .• 3851 P` �► 38154 ,..`_ �: 3815 . • . . 1 • ,i 6...,, g: _I . . �' 3811k. r a , ,.. _— F fir., , 4 • f. . i .f.14 4 • : .1 t � , Lo r • -__ Notes __ t •-• HIGHWAY 119 WB .�. 253.4 0 126.68 253.4 Feet This map is a user generated static output from an Internet mapping site and is for Hotel and Restaurant (County) Liquor License WGS_1984_ © Weld reference only. Data layers that Web_ Mercator_Auxiliary_Sphere County Colorado THIS appear MAP on this IS NOT map may or may not be accurate, current, or otherwise reliable. TO BE USED FOR NAVIGATION 6/11/2018 Property Report 4vgm Weld County PROPERTY PORTAL Property Information (970) 400-3650 Technical Support (970) 400-4357 Account: R0080888 June 11, 2018 Account Information Account Parcel Space Account Type Tax Year Buildings Actual Value Assessed Value R0080888 131303000041 Commercial 2018 2 2,840.000 804,470 Legal LCI-1 L1 LONGMONT CENTENNIAL INN SUB Subdivision Block Lot Land Economic Area LONGMONT SUB CENTENNIAL INN 1 DEL VIEW CAMINO HIGH Property Address Property City Zip Section Township Range 3815 119 HIGHWAY WELD 03 02 68 Owner(s) Account Owner Name Address R0080888 INVESTMENT KBSB INC 10805 805049578 TURNER BLVD LONGMONT, CO Document History https://propertyreport.co.weld.co.us/?account=R0080888 1/9 6/11/2018 Property Report Reception Rec Date Type Grantor Grantee Doc Fee Sale Date Sale Price 11-19-2003 SPR SITE REVIEW PLAN SPR-364 0.00 0 01863893 07-20-1981 t WDN N 0.00 01-01-1900 0 02170186 02-06-1989 QCN 0.00 01-12-1989 0 02176994 04-20-1989 QCN 0.00 03-22-1989 0 02207034 03-06-1990 SWDN 0.00 01-01-1900 0 1706448 12-21-1976 f COZ _, WELD COUNTY ZONING CASE: ZONING Z-106* C-3 0.00 0 2119091 SUB SUBDIVISION LONGMONT CENTENNIAL INN 0.00 0 2534557 02-24-1997 WD CARLSON STENER FRANCES & E HYUNG SUN KEUN 137.00 02-20-1997 1,370,000 2711161 08-03-1999 i WD HYUNG SUN KEUN PEAKS 207.00 07-30-1999 2.070,000 TWIN HOSPITALITY INC 2863169 07-05-2001 WD I INC TWIN HOSPITALITY PEAKS THEINCO HOSPITALITY LLC 265.00 06-27-2001 2,650,000 3406758 ' ' 07-28-2006 PTD THIENCO HOSPITALITY LLC BLC ESTATE REAL LLC 0.00 07-28-2006 0 3441600 12-13-2006 SWD 4 BLC ESTATE REAL LLC JABEZ ENTERPRISES LL 180.00 12-07-2006 1.800,000 4235352 09-12-2016 SWD JABEZ ENTERPRISES INVESTMENT INC KBSB 338.00 09-07-2016 3.380,000 Building Information Building 1 AccountNo Building ID Occupancy I R0080888 1 Hospitality https://propertyreport.co.weld.co.us/?account=R0080888 2/9 6/11/2018 Property Report ID Type NBHD Occupancy 0/0 Complete Bedrooms Baths Rooms 1 Commercial 3919 Hospitality 100 0 0 0 ID Exterior Roof Cover Interior HVAC Perimeter Units Unit Make 1 Irregular Package Unit 550 69 ID Square Ft Condo SF Total Basement SF Finished Basement SF Garage SF Carport SF Balcony SF Porch SF 1 , 10,620 0 0 0 0 0 0 0 Built As Details for Budding 1 ID Built As Square Ft Year Built Stories Length Width 1 00 Motel 9,912 1973 1 0 0 1 00 Multiple - Residential 708 1992 1 0 0 https //propertyreport co weld co us/7account=R0080888 3/9 6/11/2018 Property Report Additional Details for Building 1 ID Detail Type Description Units 1 Add On Asphalt Fair 52,286 1 Add On Corn Canopies Wood Average 1,184 1 Add On Concrete Slab Average 594 1 Add On Concrete Slab Average 840 1 Add On Concrete Slab Average 196 1 Add On Concrete Slab Average 333 1 Add On Concrete Slab Average 552 1 Add On Concrete Slab Average 594 1 Add On Concrete Slab Average 840 1 Add On Concrete Slab Average 333 1 Add On Concrete Slab Average 196 1 Add On Concrete Slab Average 552 1 Add On Swimming Pool 589 Building 2 AccountNo Building ID Occupancy R0080888 2 Hospitality ID Type NBHD Occupancy Complete Bedrooms Baths Rooms 2 Commercial 3919 Hospitality 100 0 0 0 ID ExteriorRoof Cover Interior HVAC Perimeter Units Unit Make 2 None 606 0 https //propertyreport co weld co us/7account=R0080888 4/9 6/11/2018 Property Report ID Square Ft Condo SF Total Basement SF Finished Basement SF Garage SF Carport SF Balcony SF Porch SF 2 27,760 0 0 0 0 0 0 0 Built As Details for Budding 2 ID Built As Square Ft Year Built Stories Length Width 2 00 Motel 27,760 1973 2 0 0 Additional Details for Building 2 ID Detail Type Description Units 2 Add On Asphalt Fair 36,014 2 Add On Concrete Slab Average 2,036 2 Add On Concrete Slab Average 2,588 2 Add On Concrete Slab Average 2,036 2 Add On Concrete Slab Average 2,588 Valuation Information Type Code Description Actual Value Assessed Value Acres Land SqFt Improvement 1220 MULTI-UNITS(4- 8)-IMPRVMTS 2,710 0 000 0 Improvement 2215 LODGING- IMPROVEMENTS 1,968,062 570,740 0 000 0 Land 1120 MULTI-UNITS(4- 8) -LAND 50,055 3,600 0 221 9,626 Land 2115 LODGING -LAND 784,191 227,420 3 462 150,806 Totals - - 2,840,000 804,470 3 683 160,432 Tax Authorities https //propertyreport co weld co us/7account=R0080888 5/9 6/11/2018 Property Report Tax Area District ID District Name Current Mill Levy 2341 1050 HIGH PLAINS LIBRARY 3 256 2341 0311 LEFT HAND WATER 0 000 2341 1202 LONGMONT CONSERVATION 0 000 2341 0512 MOUNTAIN VIEW FIRE 11 747 2341 0301 NORTHERN COLORADO WATER (NCW2341 1 000 0213 SCHOOL DIST RE1J-LONGMONT 56 394 2341 0620 ST VRAIN SANITATION 0 517 2341 0100 WELD COUNTY 15 800 Total - - 88 714 Photo https //propertyreport co weld co us/7account=R0080888 6/9 6/11/2018 Property Report Sketch https://propertyreport.co.weld.co.us/?account=R0080888 7/9 6/11/2018 Property Report O O O C4 First Floor 13802.0 sq. ft 280.0' Second Floor 13958.0 sq ft. Total Building Area 27760.0 sq. ft. 256.0' Building #2 71 Unit Motel Year Built 1973 Class C WH 10' Individual Window AC Units a' l 5.0" O O 10.0' 16.0' 38.0' Concrete 38.0' ---.14.0' ! - ----- - - - - --- - 14.0' ----- - — 3 ;120"60' 0 00 1 I C a to • • • 258 0gif. 38-0�-- --;12.0' 14.0'• --; 6.0'a 12.0'�:•o� • r J 34.0' o 25.0' 34.0' 25.0' of [ 1 11770' 1 26 0' 24 0' 26.0' 25.0' 26.0' 25.0' �; 34 0' 26.0' 24.0' 26.0' 25.0' 26.0' 25.0' J l f177.0'j f 1 34 0' 12.4 12 4' :-- - - ---- ---- 13.0' = ----- -- - - - -- - 13.0' =--- - ---- - - - - 14.0' a_____: 12.0 38.0' Concrete 38.0' -2n:2A 0 - ft- 3 =°----- ---- ' -a------------ 18.0•----- O cN 1.0' Second Floor Only 26.0'X 1.0' (3) on Each Side • ------------------ --- -- ----- - - - - -------------- Sketch by Apex IV UUindows TM' 2610' 280.0' Building 2 Page 1 Asphalt 36014.0 sq ft. —. • 0 o; AN; AN: O 0 J https://propertyreport.co.weld.co.us/?account=R0080888 8/9 CLERK TO THE BOARD PHONE: (970) 400-4225 FAX: (970) 336-7233 1150 O STREET P.O. BOX 758 GREELEY, COLORADO 80632 June 26, 2018 ATTN: KATHERIN ENGELHARD RINN VALLEY, LLLP DBA OLE HICKORY SMOKEHOUSE AND TAVERN 3815 STATE HIGHWAY 119 LONGMONT, CO 80504 RE: RENEWAL HOTEL AND RESTAURANT (COUNTY) LIQUOR LICENSE APPLICATION Dear Applicant: This is to advise you that the Weld County Board of Commissioners will hear your request for renewal of a liquor license on the property described as: 3815 State Highway 119, Longmont, Colorado 80504. The meeting is scheduled for Monday, July 16, 2018, at 9:00 a.m., in the Chambers of the Board of County Commissioners of Weld County, Colorado, Weld County Administration Building, 1150 O Street, Assembly Room, Greeley, Colorado 80631. If you have any questions concerning this matter, please do not hesitate to contact me at (970) 400-4213 or crempel@weldgov.com. Sincerely, Chloe A. Rempel Deputy Clerk to the Board cc: County Attorney's Office Chloe Rempel From: Sent: To: Subject: Attachments: Good morning, Chloe Rempel Tuesday, June 26, 2018 11:33 AM 'Katherin Engelhard'; 'gm@olehickorysmokehouse.com' Notice of Hearing Date for Renewal Application - Hotel and Restaurant (County) Liquor License Notice of Hearing Date for Renewal Application.pdf This is to advise you that the Weld County Board of Commissioners will hear your request for renewal of a liquor license on the property described as: 3815 State Highway 119, Longmont, Colorado 80504. The meeting is scheduled for Monday, July 16, 2018, at 9:00 a.m. Please see the attached letter for further information. Sincere regards, Chloe A. Rempel Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 tel: 970-400-4213 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 Katherin Engelhard 3815 State Highway 119 Longmont CO 80504 Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern keen13.ke@gmail.com gm@olehickorysmokehouse.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 26th day of June, 2018. Chloe A. Rempel Deputy Clerk to the Board O O Ct RECEIPT DATE O(Qf I I f aO 1 B' NO. 89955 Uc\I RECEIVED FROM R; n II U Rif -1h V ( . L_P , ca co �ADDRESS r" 13(5 5+a-4-€. I-ic ( (I, `l�Of -ti CQ g i c ��O — 00 0 $ 00 O ° o a) FOR 5TC/Z. 2 MA P ID CASH CHECK A _ / W'1 OO MONEY ORDER PO Box 758 Greeley CO 80632 RECEIPT DATE Co/lq/ 0I NO. 89962 RECEIVED FROM Rinn \a I IC , L L.LP ADDRESS ? 't 5-Fa-Fc, f -t; G,c,..)otty I 19, Longmont. CO EVSv s One, I-furdeecI Seventy,- (-CVs ct. °Cho() ® $ I16. Qo FOR es O(,)11 T 4 'ei,b O Q `n�i Ct1'�SC, R11144 -4a. I HOW PAID CASH CHECK Op MONEY ORDER BY - �sas I- I + R . L. i C¢.ns`er COLO0P1 APPLICATION FOR A HOTEL AND RESTAURANT (COUNTY) LIQUOR LICENSE - RINN VALLEY, LLLP, DBA OLE HICKORY SMOKEHOUSE AND TAVERN Staff Referral Responses Chloe Rempel From: Sent: To: Subject: Attachments: Hello, Chloe Rempel Tuesday, June 26, 2018 11:36 AM Alan Caldwell; Bethany Pascoe; Bob Choate; Bruce Barker; Curtis Hall; Dan Joseph; Dawn Anderson; Don Dunker; Elizabeth Relford; Frank Haug; Gabri Vergara; Jose Gonzalez; Joshua Noonan; Karin McDougal; Lauren Light; Michelle Martin RENEWAL LIQUOR LICENSE - Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern Staff Referral Memo - Rinn Valley, LLLP.PDF; Renewal Application - Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern.pdf In accordance with the procedure for processing Renewal Liquor License Applications, please complete and return the attached "Staff Referral Memo — Rinn Valley, LLLP". Your report will be used by the Board of County Commissioners in considering the Applicant's Liquor License. PLEASE RESPOND NO LATER THAN: TUESDAY, JULY 10, 2018 Thank you, Chloe A. Rempel Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 tel: 970-400-4213 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: Josh Noonan DEPARTMENT: Weld County Sheriffs Office DATE: June 26, 2018 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: Hotel and Restaurant (County) Liquor License Applicant(s): Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern Address: 3815 State Highway 119, Longmont, CO 80504 File Location: LC0014 Reply By: Tuesday, July 10, 2018 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@weldgov.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. We searched our local records management system for Katherin Engelhard, 8006 Morningside Dr, Frederick and phone (303) 229-6902. We found no records. We also searched 3815 Hwy 119 and did not find any records of interest for the renewal. I find no conflicts with our interests. MEMORANDUM TO: Board of County Commissioners FROM: Dan Joseph DEPARTMENT: Environmental Health Services DATE: 6/27/18 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: Hotel and Restaurant (County) Liquor License Applicant(s): Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern Address: 3815 State Highway 119, Longmont, CO 80504 File Location: LC0014 Reply By: Tuesday, July 10, 2018 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(a7weldgov.com. ❑✓ ri o 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 Division DATE: 06/27/18 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: Hotel and Restaurant (County) Liquor License Applicant(s): Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern Address: 3815 State Highway 119, Longmont, CO 80504 File Location: LC0014 Reply By: Tuesday, July 10, 2018 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. We have reviewed the request and find no conflicts with our interests. We have reviewed the request and find that we are NOT in support of the requested renewal application. We have reviewed the request, and recommend approval given that the below or attached conditions are met. See attached letter, or comments below. No concerns MEMORANDUM To: Chloe Rempel, Deputy Clerk to the Board June 28, 2018 From: Bethany Pascoe, Zoning Compliance Officer, Dept. of Planning Services Subject: LC0014 Review of the following liquor license renewal by the Department of Planning Services, Compliance Division, shows the following: PERMIT INFORMATION: Sales Tax License: 81-1417643 Licensee Name: Rinn Valley, LLLP Operating Manager: Katherin Engelhard Dba: Ole Hickory Smokehouse & Tavern Mailing & Situs Address: 3815 Highway 119, Longmont, Co 80504 PROPERTY INFORMATION: Property Owner: KBSB Investments, Inc Mailing Address: 10805 Turner Blvd, Longmont, Co 80504 Zone District: C-3 (Commercial) (Z-106) Land Use: Site Plan Review (SPR-364) STAFF COMMENTS: Upon review of my case files and computer, no active Zoning Violations were noted. No compliance comments SERVICE, TEAMWORK, INTEGRITY, QUALITY MEMORANDUM TO: Board of County Commissioners FROM: Michelle Martin DEPARTMENT: Planning Services DATE: 7/5/2018 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: Hotel and Restaurant (County) Liquor License Applicant(s): Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern Address: 3815 State Highway 119, Longmont, CO 80504 File Location: LO0014 Reply By: Tuesday, July 10, 2018 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(cweldgov.com. ❑✓Ei EI We have reviewed the request and find no conflicts with our interests. We have reviewed the request and find that we are NOT in support of the requested renewal application. We have reviewed the request, and recommend approval given that the below or attached conditions are met. See attached letter, or comments below. MEMORANDUM TO: Board of County Commissioners FROM: Dawn Anderson DEPARTMENT: Public Works DATE: July 12, 2018 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: Hotel and Restaurant (County) Liquor License Applicant(s): Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern Address: 3815 State Highway 119, Longmont, CO 80504 File Location: LC0014 Reply By: Tuesday, July 10, 2018 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 Ei Ei We have reviewed the request and find no conflicts with our interests. We have reviewed the request and find that we are NOT in support of the requested renewal application. We have reviewed the request, and recommend approval given that the below or attached conditions are met. See attached letter, or comments below. APPLICATION FOR A HOTEL AND RESTAURANT (COUNTY) LIQUOR LICENSE - RINN VALLEY, LLLP, DBA OLE HICKORY SMOKEHOUSE AND TAVERN Email Correspondence Chloe Rempel From: Sent: To: Subject: Katherin Engelhard <keen13.ke@gmail.com> Monday, June 11, 2018 4:17 PM Chloe Rempel Lease Dear Chloe, Here is a copy of my receipt 2 -year lease agreement. Let me know, please if there is anything else you need. Sending in two emails as two pictures are getting stalled in my outbox. Thank you, Katherin Engelhard Chloe Rempel From: Sent: To: Subject: Attachments: Katherin Engelhard <keen13.ke@gmail.com> Monday, June 11, 2018 3:50 PM Chloe Rempel Re: Hotel and Restaurant (County) Liquor License Renewal - Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern image001jpg And I just saw this email, Chloe. I'll get that out today! I apologise for the oversight. Katherin On Mon, Jun 11, 2018, 3:00 PM Chloe Rempel <crempel@weldgov.com>wrote: Good afternoon, I received your Hotel and Restaurant (County) Liquor License renewal application today; however, you did not provide the Weld County renewal fee of $175.00. Please forward payment as soon as possible. Thank you, Chloe A. Rempel Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 tel: 970-400-4213 i Chloe Rempel From: Sent: To: Subject: Good afternoon, Chloe Rempel Monday, June 11, 2018 3:29 PM 'keen13.ke@gmail.com'; 'gm@olehickorysmokehouse.com' Updated Lease Agreement for Renewal Application - Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern It appears that the lease agreement you provided in 2016 expired on 02/2/2018. Before we can process the renewal application, we will require an updated lease agreement. If you have any questions, please do not hesitate to contact me. Sincere regards, Chloe A. Rempel Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 tel: 970-400-4213 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 1 Chloe Rempel From: Sent: To: Subject: Attachments: Good afternoon, Chloe Rempel Monday, June 11, 2018 3:01 PM keen13.ke@gmail.com Hotel and Restaurant (County) Liquor License Renewal - Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern DR 8400 - Renewal Application.pdf I received your Hotel and Restaurant (County) Liquor License renewal application today; however, you did not provide the Weld County renewal fee of $175.00. Please forward payment as soon as possible. Thank you, Chloe A. Rempel Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 tel: 970-400-4213 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: Wednesday, June 6, 2018 9:11 AM To: gm@olehickorysmokehouse.com Cc: Esther Gesick <egesick@weldgov.com> Subject: Hotel and Restaurant (County) Liquor License Renewal - Rinn Valley, LLLP, dba Ole Hickory Smokehouse and Tavern Good morning, The Hotel and Restaurant (County) Liquor License at 3815 CO Highway 119, Longmont, CO 80504, expires on Tuesday, June 12, 2018. I have not received a renewal application as of this time. I have attached the renewal application form if you intend to renew, and if not, please respond to this email with a statement as such. If you have any questions or concerns, please do not hesitate to contact me. Sincere regards, 1 July 20, 2018 CLERK TO THE BOARD PHONE: (970) 400-4225 FAX: (970) 336-7233 1150 O STREET P. O. BOX 758 GREELEY, COLORADO 80632 COLORADO DEPARTMENT OF REVENUE DIVISION OF LIQUOR ENFORCEMENT 1881 PIERCE STREET DIVISION 108-A LAKEWOOD, CO 80214 RE: RENEWAL APPLICATION FOR TAVERN (COUNTY) LIQUOR LICENSE — THE FORT 21, LTD, DBA THE FORT 21 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 July 16, 2018. If you have questions or need additional information, please do not hesitate to contact me at (970) 400-4213. Very truly yours, Oz-Qeiz-, RQ4m-r—Q-- Chloe A. Rempel Deputy Clerk to the Board crempel@weldgov.com 7/19/2018 FedEx Ship Manager - Print Your Label(s) CO C) 0 CI) OO O m "' I A��\ 4k 69S 199£5 LZLL 1HOIN213AO All21ORId voc:n lflr £Z - NOIN ZNEMEiEga- m J121110012601uv z o <W ND o u, Wm m � v • O • O a C.) 0 CO pp, N O m r m 0 00 O = 0 0 V-801 NOISIAI0 -i 0 li- l- -v O 0 v m m o m co v0 m mom m mz -v OS m V) m0 m m 552J2/8532/DCA5 CO -'*c)0 Z70 u,m=M =1m oo0m_ orm- 0�mz - Dn — p m0 m°? Cnm -1�r> o 7p co m 0 0 d ON3S 1118 AO= oft 0 oO car • m moo. 0)01cm- Z M 8 w cn co 0 After printing this label: 1. Use the 'Print' button on this page to print your label to your laser or inkjet printer. 2. Fold the printed page along the horizontal line. 3. Place label in shipping pouch and affix it to your shipment so that the barcode portion of the label can be read and scanned. Warning: Use only the printed original label for shipping. 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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 7/19/2018 FedEx Ship Manager - Print Your Label(s) Shipment Receipt Address Information Ship to: LIQUOR ENFORCEMENT DIVISION COLORADO DEPARTMENT OF REVENUE 1881 PIERCE STREET DIVISION 108-A LAKEWOOD, CO 80214 US 3032052304 Ship from: CHLOE REMPEL WELD COUNTY 1150 O STREET RM 166 GREELEY, CO 80631 US 9704004225 Shipment Information: Tracking no.: 772753661569 Ship date: 07/20/2018 Estimated shipping charges: 6.94 USD Package Information Pricing option: FedEx Standard Rate Service type: Priority Overnight Package type: FedEx Envelope Number of packages: 1 Total weight: 0.75 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 FUND: 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 SPR-364 PL STAFF REPORT RETAINED IN TYLER. REMAINDER RETAINED IN PAPER LIQUOR FILE. ORIGINAL CASE FILE MAINTAINED BY PLANNING. SITE PLAN REVIEW' Administrative Review Case Number: Site Plan Review 364 Parcel Number 1313-03-000041 Applicant: Kim & Henry Doan, Property Owner Legal Description: Part SE4 of Section 3, Township 2 North, Range 68 West of the r P.M. Weld County, CO Zoning: Commercial, C-3 Existing Use: Travel Lodge Motel, on -site Restaurant and Bar Comments Meets the Intent of the Weld County IMIF w a le Site Plan Certification Included in ' • •Iic - YES RetPnlinn Facilities Engi•neenrig Dept ApproWial LDate Approved YES Mistreat Parkirg Not Approved' per Memo from P. Schd. Weld untyr Public _ Works. dated September 19. 2003 NO Loading Areas — --, NO Access_ Setback Requirements Not i 4 ' I - Needs cioT Access Permit NO 25 Feet YES Offset Requirements 10 Feet YES Landscaping NO Trash Collection and Storage NO Potable Water Left Hand Water District YES age Dl5 al r Saint Vrain Sanitation Distrid YES Environment Standards Pro . art Maintenance YES YES rhis Site Plan Review is approved with the attached conditions: The Site Plan Review Plat shall be prepared per Section 23-2-160.W of the Weld County Code. The applicant shall submit a paper copy of the phut for preliminary inary approval to the Weld County Department of Planning Service&° Upon approval of the paper copy the applicant shall summit a Mylar plat along with all other documentation required as Conditions of Approval, The Myiar plat shall be recorded iri the office of the Weld County Glen and Recorder by Department of Planning Services' Staff within 30 days of approval and with payment of eleven ($11.00) dollars per sheet, (Department of Planning erv►ice's) Prior to recording the Site Plan Review plat, the applicant shall the Department of Planning Services' satisfaction address the following to The applicant shall submit wntten evidence to the Department of Planning Services, from the Colorado Department of Transportation demonstrating that all issues and requirements pertaining to ingress and egress access onto a State Highway have been resolved to the satisfaction of this referral agency (Department of Planning Services) The applicant shall submit wntten evidence to the Department of Planning Services, from the Department of Building Inspection ;stating that the proper permits have been obtained for the two free standing signs on the property that were erected without binlding permits (Department I of Planning Services, Department of Building Inspections) The applicant shall submit written evidence to the Department of PlAnninn Services, from the Department of Building Inspection stating that the proper and appropriate building final inspections and approval have been received for the 939 square fool addition ₹o the apartment adjacent to the 'motel's office has been obtained (Department of Planning Services, Department of Building Inspections) SH 119 is classified as a Colorado State Highway The applicant should contact the Colorado Department of Transportation (COOT) regarding review of this proposed Site Plan Review adjacent to SH 119 CDOT approval will be required regarding existing access onto SH 119 The applicant 'should provide written proof to Public Works regarding coordination with CDCT requirements access, rights -of -way, reservations, improvements, and future expansion (Department of Public Works) .*�ruIti•a) Section 23-3-250 A 8 addresses Sewage Disposal Uses located in Commercial Zone Districts shall have adequate sewage disposal facilities The application materials state that St drain Sanitation District (SVSD) provides sewer service to the motel facility, including Simons Bar SVSD stipulated' two requirements are to be addressed for continued service The applicant; shall provide wntten evidence from Rob Fleck, District Engineer, to the Department of Planning Services, stating these conditions have been addressed and/ or met to the satisfaction of SVSD (St Vrain Sanitation District) The applicant shall attempt to address the requirements (concerns) of the Mountain View Fire Protection District, as stated in the referral response received September 8, 2003 Evidence of such shall be submitted in writing to the Weld County Department of Planning Services (Department of Plianning Sarvzes) The applicant shall submit evidence to the Department of Planning Services that all conditions and requirements as indicated in the Department of Building Inspection letter dated September 12, 2003 have been met (Department' of Planning Services) H The applicant shall submit a plan describing any proposed on -site signs Any proposed sign shalt adhere to Sections 23-4-100 and 23-4-110 of the Weld County Code All proposed signs shall apply for and receive a bLYding permit (Department of Planning Services) 5Siins • 3 em on hwwti - 1 oex1pe,s.F %1,n ItnbMcWb The applicant shall submit calculations for review by the Department of Public Works for the storm water retention basin, The letter will need to be stamped by a licensed engineer from the State of Colorado. (Department of Public Works) J. The applicant shall submit evidence to the Department of Planning Services that all conditions and requirements as indicated in the Department of Public Health and Environment letter dated August 27, 2003 have been met. (Department of Planning Services) 2. The plat shall be amended to delineate the following: A. Section 2.3-2-250,A.1 Stormwater Management, states "Ali users of land in } Commercial Zone Districts shall provide and maintain stormwater retention facilities designed to retain the storm water runoff in excess of historic flow from the undeveloped site. The storrnwater retention facility on a rtev&lopedi site chnli a retentionfacility -..-�v�vrrvv v.av view,• be designed for a one -hundred -year storm. The storrnwater retention facility shall be designed and operated to release the retained water at a quantity and rate not to exceed the quantity and rate of a five-year storm falling on the undeveloped site." This shall be delineated on the Site Plan Review plat. (Department of Planning Services) S. Section 23-2-250.A.2 Parking, states `Sufficient screened, off-street, paved parking areas shall be provided in the Commercial Zone Districts to meet the requirements of employees, company vehicles, visitors and customers of the Uses Allowed by Right and accessory uses." Appendix 23-A addresses the parking requirement for a facility of this type. The 71 room motel requires one (1) parking space per unit for a total of 71 parking spaces. The restaurant and bar area requires one space for six or a minimum of twenty (20) spaces. Finally, one parking space per employee, as stated in the application materials, there are 18 employees. Total parking for this facility is 109 spaces of which two parking spaces shall meet the Americans with Disability Act standards. This shall be delineated on the Site Plan Review Oat, (Department of Planning Services) The requirements of the American Disability Act (ADA). ADA parking spaces are twenty (20) feet by eight (8) feet with tare (5) foot aisles. A minimum of one space must be van accessible with an eight (8) foot aisle. An accessible path shall be required from the building to the public right-of-way (State Highway 119), Grading shalt not be greater than 2% for the handicap stalls and access aisles. The two handicapped stalls must be shown on the plans, along with dimensioning. e ---Further the ramps from the parking area shall identify a landing area for non - ambulatory users of this facility. This shall be delineated on the Site Plan Review plat. (Departments of Planning Services, Public Works) D. Parking for this site plan shall meet County standards as specified in Weld County Code 23.4.30.B and Appendix 23-A and Appendix 23-B. Parking stall standard dimensions are: stall width is 9 -feet, stall to curb is 19 -feet, and aisle width is 24 -feet. Ten percent (10%) of the parking spaces may be for small cars. Small car stall dimensions are: stall width is 8 -feet and stall to curb is 16 -feet. The applicant shalt comply with these standards for this Site Plan Review. Include stall dimensioning and the number of classification stalls on the plans. Loading/service areas shall be paver, (Department of Planning Services) E. Article IV - Supplementary District Regulations. Division 1 - Off -Street Parking and Loading Requirements are discussed. The parking requirements shall adhere to Sections 23-4-20, 23-4-30, 23-4-40 (Appendix 23-B) and 234-50 of the Weld County Code. The applicant shall adhere to these standards for all on - site parking. This shall be delineated on the Site Plan Review plat. (Department of Planning Services) All parking spaces for the employees and clients of this facility snail adhere to the dimensions of Section 23-4-30.6, and Appendix 23-A of the Weld County Code. This shall be delineated on the Site Plan Review plat. (Department of Planning Services) The applicant shall delineate the location of all curb stops in the parking areas per Section 23-4-30.D of the Weld County Code. This shall be delineated on the Site Plan Review plat. (Department of Planning Services) Section 23-3-250.A.3 addresses Street Access. Lots in commercial zone districts shall have safe access to an approved public or private street. The design designation of any street or highway as to type shall be in conformance with that shown on the County Thoroughfare Plan and/or the Master Plan of the affected municipality. This facility accesses directly onto State Highway 119. The application materials did not include evidence of an access permit from the Colorado Department of Transportation, (CDOT). The Colorado Department of transportation IffflT\ has jurisdiction ni#nr nil n.nnesnr-rtin to C4..#.i Llir�4o�aini.n t ra spo to ioi n (CDOT) ) h has jur iauiction n maa all accesses to State I iig IVVO7a. Please contact CDOT to verify the access permit or for any additional requirements that may be needed to obtain or upgrade an access permit to this facility. Further, the applicant shall provide to the Weld County Department of Planning Services a copy of the access permit issued by the Colorado Department of Transportation (CDOT) which grants access to State Highway 119, or written evidence that the applicant has complied with the requirements of the Colorado Department of Transportation (CDOT), The right-of-way for State Highway 119 shall be delineated right-of-way on the plat. The applicant shall contact CDOT to verify the future right-of-way dimension at this location, This shah be delineated on the Site Flan Reviewt, plat. (Department of Planning Services) SON itah 1 Welti• The applicant has provided a facsimile of a letter dated July 6, 2003 from Tim Mercer, owner of the Longmont Waffle House, the adjacent property to the west of this fadlity stating that Mr. Mercer does not have any conflicts with allowing the Longmont Travel Lodge customers to utilize the access associated with this property. The applicant shall submit an easement certificate recorded in the Weld County Clerk and Recorders office signed by all parties associated with this agreement. At a minimum, the easement shall include language outlined in Appendix 24-F.2. Further a legal description shall be included in this document specifically addressing the location and type of easement. (Department of Planning Services) J. Section 23-3-250. A.6 addresses Trash receptacles. Areas used for trash collection shall be screened from public rights -of -way and all adjacent properties. dare - These areas shall be designed and used in a manner that will prevent wind- or animal -scattered trash. The application materials delineated a "dumpster" of unknown dimension in the northeast corner of the property adliacent rear •v rr� v�.r •r, �' ti+MjMVVI ITi to the rear property line, This trash receptacle shall be screened from all rights -of -way and adjacent properties with an opaque material. Access to the enclosure shall be gated at all times. This shall be delineated on the Site Plan Review plat. (Department of Planning Services) Section 23-3r28Q.A.9 addresses Outside Storage. Uses in Commercial Lone Districts involving outdoor storage of vehicles, equipment or materials when permitted shall be screened from public rights -of -way and all adjacent properties. The application materials do not address storage of any materials on site. In the future, should there be any outside storage. the area is to be screened with an opaque material on all sides, (Department of Planning Services) Section 23-3-250.6 addresses Operation Standards. Uses in Commercial Zone Districts shall demonstrate conformance with the following operation standards to the extent that they are affected by location, layout and design prior to construction and operation. Once operational, the operation of the Uses permitted shall conform to these standards. 1. Noise. Uses and structures in Commercial Zone Districts shall be located, designed and operated in accordance with the noise standards as established in Section 25-12-101 CRS. 2. Air Quality. Uses in the Commercial Zone Districts shall be located, designed and operated in accordance with the air quality standards established by the Colorado Air Pollution Control Commission. 3. Water Quality. Uses in the Commercial Zone Districts shall be located, designed and operated in accordance with the water quality control standards established by the Colorado Water Quality Control Commission, 4. Radiation and Radioactive Materials, The handling, use, storage and processing of radioactive materials shall be in accordance with the applicable regulations of the State and the United States government. 5. Heat. Uses located within Commercial Zone Districts shall not emit heat in such an amount sufficient to raise the temperature of the air or of materials at or beyond the lot fine more than five (5) degrees Fahrenheit. 6. Light. Any Fighting, including light from high temperature processes such as welding or combustion, shall be designed, located and operated in such as manner as to meet the following standards: sources of light shall be shielded so that beams or rays of light will not shine directly onto adjacent properties; neither the direct nor reflected light from any light source may create a traffic hazard to operators of motor vehicles on public or private streets; and no colored lights may be used which may be confused with cr construed as traffic control devices. (Department of Planning Services) 3. Section 26.2-50 addresses maximum lot coverage. Al land use applications in the MUD area shall adhere to the regulations governing the maximum percentage of lot coverage. The maximum lot coverage as defined as 85% for the commercial zone district. Land shall not be deemed covered if it is used for growing grass, shrubs, trees, plants or flowers it is covered by decorative gravels or wood chips, or if it is otherwise suitably landscaped. 4. Section 26-2-70 addresses the Landscape regulations. Section 26-2-70,B addresses the landscape criteria for all property and development within the MUD area. Section 26-2-70.B.1 states landscapes shall utilize the following principles: (a) well -p canned and approved planting schemes; (b) appropriate selection of droug hi -tolerant turf species to minimize water needs and the use of water -hungry species of turf; (c) mulch to reduce evaporation; (d) zone plant groupings according to their microc,lirnatio needs and water requirements; (e) Irn provement the soil organic matter needed; (U1 efficient __`vf .r..r,v.v.i.+.+. ., of the soil with rFru aat•r if IIS:. ,f"y �J �. LA, �1� efficient ll irrigation design; and (g) proper maintenance and irrigation scheduling. Sections 26-2- 70.B.2 through Section 26-2-70.8,7 specifically address the criteria to be utilized in the preparation of the Landscape plan. A. Section 26-2-70.C addresses the landscape requirements for parking lots. The following criteria shall be met for this applicat€on: f A minimum of ten percent (10%) of the area of a parking lot must be landscaped if the lot contains ten (t 0 or more spaces. The requirement may be counted toward the maximum lot coverzige requirement of each zone district. At least seventy-five percent (75%) of the required landscape area shall include living plant material, 2. Berrruing and shrub or tree planting shall be used to screen parking lots from view of the roadway, Berms can vary in height depending on location and proximity of existing trees. Bens shall have smooth transitions from the top of the curb to the setback lire so as to not create snow traps, with allowances made for placement of the sidewalk. Grading of berms shall not be lumpy or abrupt. See Appendix 26-H to this Chapter. 3. Landscaping techniques shall be used le alleviate the harsh visual appearance that accompanies parking lo. See Appendix 26-1 to this Chapter. At least seventy-five percent (75%) of the length of the frontage of the parking lot must be effectively screened. 4. A minimum of five percent (5%) of the parking area shall be landscaped exclusive of setback areas. Trees planted in parking areas should be either in bays or planting islands of at least five (5) feet by five (5) feet. Trees should be distributed throughout the parking area, however, they shall be placed so that they do not obstruct visibility for cars and pedestrians. See Appendix 26-J of the Weld County Code. 5. Loading, service or storage areas must be screened with an opaque screen that is an integral part of the building architecture. Chain link fencing with slats or pallets are not an acceptable screening material, Plant material shall be used to soften the appearance of the screen. B, Section 26-2-70.0 addresses landscape requirements along roadway corridors, with Section 26-2-70.D.2 addressing the design criteria. 1 Plantings along road rights -of -way shall be integrated with the rest of the site. 2. That portion of a lot in any zone district which abuts a public Or private road right-of-way shall be landscaped with a minimum two -and -one -half - inch caliper shade tree or six-foot minimum height coniferous tree at a distance of ten (10) feet, measured at a right angle from the lot line towards the interior of the lot, for every forty (40) linear feet of street frontage. Trees may be grouped with a maximum distance of one hundred (100) feet between trees or groupings, with exceptions made at entrance drives. A minimum landscape setback along State Highway 119 shall be fifty (b0) feet measured from the existing or planned future right-of-way. 4. Along State Highway 119, tree planting distances shall be clustered or grouped from the roadway to avoid a straight line of trees. The effectiveness of the screening shall be increased by planting trees and shrubs in layered beds (two [2] or more rows of plant material rather than a single row). A mix of coniferous and deciduous trees and shrubs shad be planted in clusters or groupings. Applicants adjacent to State Highway 119 shall construct a berm along State Highway 119 with maximum 5:1 side slopes to a height sufficient to screen ground plane development (parking lots, storage areas or other similar site elements) as far as one hundred eighty (1$) feet from the right-of-way line (fifty [501 feet of landscape setback plus one hundred thirty [1301feet of site development). The maximum height berm required shall be six (6) T.11'1# above the existing elevation in the location _ of the feet elevai o a location the berm. if needed, additional height beyond that which can be achieved with a six -foot -high berm shall be achieved through dense landscape plantings. Plantings on top of berms shall be designed so as to not create snow traps. A berm may not be required if the subject property is elevated above the roadway and it can be demonstrated that views into the site will not be possible for a distance of one hundred eighty (180) feet. Required landscaping and screening within the landscape setback and other portions of the property shall be governed by the landscape standards contained within this Chapter and any other more restrictive requirements contained in Chapters 23 and 24 of this Code. There shall be a minimum twenty -foot -wide landscape setback measured from the existing or planned future right-ol-way to any parking lot, fencing, storage area or structure. Required landscaping and screening within the landscape setback and other portions of the property shall be governed by the landscape standards contained within this Chapter and any other more restrictive requirements contained in Chapters 23 and 24 of this Code. The Landscape Plan, shall at a minimum, delineate: A. The applicant shall include in the Landscape Plan in accordance with Section 23- 3-250.x,.5, delineating the following information: B. The installation schi d ule that specifies when the landscaping will be installed on site. {Department of Planning Services) C. A Plant Material List specifying the Botanical and Common names of all plant material to be installed; the size of the plant material at installation and whether the plant material is to be containerized or B&B. (Department of Planning Services) D. A landscape maintenance schedule which specifically states who will perform maintenance and that maintenance is on -going and shall not end upon final acceptance by the Department of Planning Services. (Department of Planning Services) E. The size, type and color of the gravel mulch shall be noted. Planning Services) F. G The size of the metal edging, if applicable, shah be noted. Planning Services) (Department of (Department of The method of nativr: grass planting shall be called out as drilled or broadcast and applied at a rate of how many pounds per acre, and/or pounds per square foot. (Department of Planning Services) H. Section 26-2-90 addresses the Sign regulations, with Section 26-2-90.B defining the sign district regulations. 1. No sign shall be structurally erected, enlarged, constructed, reconstructed. relocated, refaced or otherwise! altered in the MUD area without first obtaining a building permit from the Department of Planning Services. 2. No sign shall be erected at or near the intersection of any road or driveway in such a manner as to obstruct free and clear vision of motorists or at any location where, by reason of the position, shape or color, it may interfere with, obstruct the view of or be confused with any authorized traffic sign, signal or device. Signs located at an intersection must be outside of the sight distance triangle. 3. No sign other than traffic control signs shall he erected, constructed or maintained within, over or upon the right-of-wwRy of any road or highway within the MUD area. 4. All signs and components, including supports, braces and anchors, shall be of sound structural quality and shall be kept in a state of good repair with a clean and neat appearance. 5. Section 26-2-90.1).2 addresses attached signs: size, height and design limitations. A. Awning signs shall not be larger than twenty-five (25) square feet nor ten percent (10%) of the awning surface area, whichever is smaller. B. Marquee, canopy, overhead canopy, under -canopy, projecting or wall signs: 1. Minimum height requirements: These signs shall be mounted al least fourteen (14) feet above any driveway and at least nine (9) feet above any walkway over which they are erected. 2. Maximum height requirements: The top line of these signs shall not be higher than the top of the waii, roof eaves or parapet line of the building to which it is attached. C. Section 26-2-90.0.3 addresses detached signs: size, height and design limitations. 1. Detached signs shall not be located in the visuar sight triangle. 2. O11 -site detached signs shall have a minimum setback of twenty-five (25) feet and a minimum offset of ten (10) feet from the road right-of-way. 3. On -site identification signs shall have a minimum setback of fifteen (15) feet and a minimum offset of ten (10) feet from the road right-of-way. 4. Detached signs shall have surrounding landscaping which extends a minimum of three (3) feet from all s Gies of the sign base. 5. The total height of any monument or pole sign shall not exceed twenty-five (25) feet above the adjoining ground elevation. 6. Monument signs shall have an enclosed, solid base or structural base with the base at least three -fourths (3) the width of the widest part of the sign face. An enclosed or solid sign base shall not be required if the lower edge of the sign face is not higher than one (1) foot above the finished grade. Monument signs shall be on -premises signs, the sign area shall not exceed twenty-five (25) square feet, and the sign shall not exceed five (5) feet in height above the average adjacent grade, if located fifteen (15) feet from the street right-of�way. For each additional two (2) feet of setback from the street right-of-way, one (1) additional foot may be added to the height of the sign to a maximum of eight (8) feet. D. Section 26-2-90.D.4 addresses Development Complex Signs: Definition, Size and Design Limitations, 1. A development complex sign is a detached sign on the premises of the development which primarily identifies or directs attention to the name, symbol or location of the development complex. 2. A development complex is a group of freestanding buildings or buildings constructed in such a way as to give an appearance of being interrelated due to architectural similarity, interconnected drives, parking areas and/or platting of the development. A development complex includes uses which provide a combined sense of place such as office or business parks, shopping centers, industrial parks, apartment complexes and hotels. 3. The minimum spacing between signs shall be six hundred (6 00) feet. E. Section 23-4-100 addresses signs in the commercial and industrial zone districts. This facility is permitted to have 2 signs per Lot, with each sign face area being 150 square feet or less. All other standards shall comply with Section 26-2-90.D.3. 1. Signs attached flush against a supporting wall, but not above the roof line, there are no limitations on a sign solely used for identification purposes, However, Section 23-4-100.0.2 states one nameplate, per public entrance, per business, of not more than two (2) square feet per face which is suspended under a canopy. Subsection D43 states, the sum of all commercial building identification signs on a given building shall not exceed eight (6) percent of that wall. This facility has numerous signs Located on site, including a temporary banner sign that is to be removed within ten (1 o) days after the event has occurred. The applicant shall provideevidence of compliance with the sign code as addressed herein. Further, the applicant shall bring into compliance the two on -site signs as addressed in a referral received from the Department of Building Inspection dated September 12, 2003, Written evidence of compliance with the requirements of the Department of Building Inspection referral shall be submitted to the Department of Planning Services. 6. The following notes shall be placed or the plat: 1, In accordance with the 'veld 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 Zone District until a Site Plan Review has been approved by the Department of Planning Services. (Department of Planning Services) 2. The application does not propose any portion of the site to be leased to another party. In the event that a portion of the building is proposed to be leased to another party in the future, the applicant shall submit a copy of the lease agreement and information regarding the proposed use of the leased portion to the Weld County Attorney's office, Weld County Building Inspection Department. Mountain View Fire Protection District and the Department of Planning Services for review, Based upon the proposed use and/or impacts of the leased portion, the Department of Planning Services may require a new Site Plan Review application. (Department of Planning Services) 3. There shall be no parking or staging of trucks allowed State Highway 119. (Department of Planning Services) 4.. AM liquid and solid wastes (as defined in the Solid Wastes Disposal Sites and Facilities Act, 30-20-100, D.R.S., as amended), shall be stored and removed for final disposal in a manner that protects against surface and groundwater contamination. (Department of Public Health and Environment) b. 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 asolid waste in the Solid wastes Disposal Sites and Facilities Act, 30-20-10o.5,D.R.S., as amended. (Department of Public Health and Environment) 6. Waste materials shall be handled, stored and disposed of in a manner that controls fugitive dust, blowing debris and other potential nuisance r nnrtitinnc (napartrhant of Pi uhlie Health and Pntilironment) vW .w-rw. w• .r. `r.��r y�� •I IILr1!• \F7 1 1AV11\/' Health 4ttP 1 and 1�I 1714 VI t171V1 Ill 7 The facility shall adhere to the maximum permissible noise levels allowed in the Commercial Zone District, as delineated in 25-12-103, Colorado Revised Statutes, as amended. (Department of Public Health and Environment) B. Fugitive dust shall be controlled on this site, (Department of Public Health and Environment) 9. The facility shall utilize the St. Frain Sanitation District for sewage treatment and disposal. (Department of Public Health and Environment) 10. The facility shall obtain water service from the Left Hand Water District. (Department of Public Health and Environment) 11. The facility shall comply with the Colorado Retail Food Establishment Rules and Regulations governing the regulation of food service establishments. (Department of Public Health and Environment) 12. The facility shall contact a commercial waste hauler to remove and dispose waste products. (Department of Public Health and Environment) 13. Landscaping materials as indicated in the approved landscape plan shall be maintained at all times. Dead or diseased plant materials shall be replaced with materials of similar quantity and quality at the earliest possible time. (Department of Planning Services) 14, All structures, including signs, on site must obtain the appropriate building permits. (Department of Planning Services) 15, Effective January 1, 2003, Building Permits will be required to adhere to the fee structure of the Weld County Road Impact Program. (Ordinance 202-11) (Department of Planning Services) 16. The applicant shall adhere to the lighting requirements for off-street parking spaces per Section 23-4-30.E of the Weld County Code. (Department of Planning Services) 17. The applicant shall adhere to the lighting standards, in accordance with Sadin n 2t9- 2O and Section 23-3-'75f1 f t r,p the, tM al'l r'.i i,. h 1 ••••••••• • +r• •• S� ' and Section iw v ar..ru.I.d.v yr LP f .tea r v 411..1 1.14.+VI IIy %ea.uu . (Department of Planning Services) 18. Property Maintenance. Property located within Commercial Zone Districts shall be maintained in such a manner that grasses and weeds are not permitted to grow taller than twelve (12) inches. In no event shall the property owners allow the growth of noxious weeds. (Weld County Codification Ordinance 2000-1) (Department of Planning Services) Prior to Recording the Plat: A. The applicant shall enter into an Improvements Agreement according to policy regarding collateral for improvements and post adequate collateral for parking and landscaping requirements. The agreement and form of collateral shall be reviewed by County Staff and accepted by the Board of County Commissioners prior to recording the plat. (Department of Planning Services) 7 Prior to the release of building permits: A. A Final Site Plan and building construction plans must be submitted to the L Mountain View Fire Protection District for review and approval. The applicant shall submit written evidence of approval to the Department of Building Inspection. (Mountain View Fire Protection District) B. Upon approval by the Department of Planning Services, the Site Plan Review shall be prepared per Section 23-2-260.D of the Weld County Code and submitted to the Department of Planning Services to be recorded. (Department of Planning Services) C. The applicant shall submit two complete sets of blueprints to the Weld County Department of Building Inspection. (Building Department) e4 D. Effective January 1, 2003, Building Permits issued on the proposed lots will be required to adhere to the fee structure of the Weld County Road Impact Program, (Ordinance 2002-11) (Department of planning Services) E. The applicant shall receive approval from the Department of Planning Services for a Geologic Hazard Permit, Permit Number GHDP-20. All requirements as outlined in the GHDP letter shalt be addressed to the satisfaction of the Department of Planning Services, {Department of Planning Services) 8. Prior to operation A. The facility shall provide evidence to the Department of Planning Services that the restaurant is appropriately licensed and meets all requirements of the Colorado Retail Food Establishment Rules and Regulations. Please review the enclosed materials and then call to schedule an appointment so that I may reserve a sufficient amount of time with you. The purpose of the meeting rig will be to familiarize you with the requirements identified in the referrals associated with this letter and the procedure for completing the Site Plan Review plat that shall be submitted for recording within 30 days of the date of this letter. in this instance, November 7, 2003 unless other arrangements have been approved by this office, Site Plan Review conditionally approved by: Date; October 3, 2003 datillitglinN DOD VS hrmn ult. two r.ko le Ire0 N,Y run hind tiLl1.cy tQIOWI {I #1 I{aa SIh IF IIU.1llyhYiid 1 _ SITE PLAN REVIEW 364 TRAVEL0bGE OF LONGMONT LILENC! AREA FOR PARKING . L MKriN6u6EHOL.Eex t ul:lnitlaRii. P0NALCEtt� \ •-. 1 I -r l . j !.. I v/C{WITY 4JAr' au R.AYW. EABU SNT,6Ci0k tu. K4c. 10tton I I 11oFOOIT ROW. EaltriEedtrittOKOPI, AMC. twos) - Jr -•• LEGAL CIL5O-renal L. dr-Lavonsi Erna iIrn LrllF•AIW. p ws:al Aa NJ'! ra.r:JlypJ rode Hann Ek MO LA to 6°-r W rnq Cin,1a PARtaLM Ia nn vsWll%I zow1NG L.P•rrvy 1? PLAT NOTE - N IVs NGtAAPIt I L'LEc l o F -040u IION OF n'l NtKiWN babaICM5 REFER I4 ui PereitENi ci 1'I Nat* SEIII.Fas GAOL HLINDERLoV% (IRlit IA I1 MQNT {:Elm I alms! ON SLUNIALlatc RL..LYtiIILIs 16'114" HOQKt114, Il1:C CC118u111 10 FOOT uII,.1T5r IAttiiENT HITLIS ADDRESS.. U*wH ri S ,�1JJsll11 f l4nT UTILITYEk9EYEN1 I I I PKJPIaTY cwIL6q GCKt:NCATE wo.i.o.twoo4t mu( lur•Y us.. unto dra Wan.byLuu' I.r SY t es born lac donned adoll b rnnk.aad ohd LINaCA nYWJaase W. Iiantral' Lott cYluglr Aufa mid Lr& MIA Icairk 1. fib ON I MN Ng 10,11 Z011411110 A CIO al Rai V4 rn.- wi%e ccaa au atrsGru.h ittro biro= cirati!r 1•I ira'b J Cw„b l;arl0 r,,a Y• r. 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