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Bidwell Law Fion
1915 McCulloch Blvd, #1
Lake Havasu City
Arizona 86403
(928) 855-5115
Fax (928) 855-5211
Jay Bidwell, State Bar No. 020108
BIDWELL LAW FIRM, PLLC
1915 McCulloch Blvd., N., Suite 104
Lake Havasu City, AZ 86403
Telephone: 928-855-5115
Facsimile: 928-855-5211
Email: courtorders@bidwelllawfirm.com
Attorney for Plaintiffs
FILED
Christina Spurlock
CLERK, SUPERIOR COURT
(01/05/2023 4:36PM
BY: FSHADE.
DEPUTY
Case No.: $8015CV202300009
HON. LEE JANTZEN
IN THE SUPERIOR COURT OF THE STATE OF ARIZONA
IN AND FOR THE COUNTY OF MOHAVE
NILE SMITH and SUSAN SMITH, as
husband and wife,
Plaintiffs,
v.
SARA ENTNER and TIMOTHY
ENTNER, each individually and as
husband and wife; ROBIN MITCHELL
and LISA MITCHELL, each individually
and as husband and wife; ENTNER, LLC,
an Arizona limited liability company; BYE
DIRT, LLC, an Arizona limited liability
company; LAZY RIVER INVESTORS,
LLC, an Arizona limited liability company;
JOHN DOES I-V; JANE DOES I-V, ABC
PARTNERSHIPS I-V; DEF TRUSTS I-V;
AND XYZ ENTITIES I-V;
Defendants.
%
Cause No:
COMPLAINT
(Breach of Contract,
Wrongful Ouster from
Limited Liability Company,
Fraudulent Transfers,
Constructive Trust and
Accounting)26
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Bidwell Law Finn
1915 McCulloch Blvd, #40:
Lake Havasu City
Arizona 86403
(928) 855-5115
Fax (928) 855-5211
COMES NOW, the Plaintiffs, NILE SMITH and SUSAN SMITH, by and
through undersigned counsel, for their complaint against Defendants SARA
ENTNER and TIMOTHY ENTNER; ROBIN MITCHELL and LISA MITCHELL,
ENTNER, LLC; BYE DIRT, LLC; and LAZY RIVER INVESTORS, LLC, hereby
allege the following: :
PARTIES AND JURISDICTION
1. - Plaintiffs, NILE SMITH and SUSAN SMITH (“SMITHS”), are
principals, managers and members of ENTNER, LLC and LAZY RIVER
INVESTORS, LLC, as well as, are residents of Laughlin, Clark County, Nevada.
2. Defendants, SARA ENTNER and TIMOTHY ENTNER (“S&T
ENTNER”), upon information and belief, were agents, principals, managers and/or
members of Defendants ENTNER, LLC, BYE DIRT, LLC, and LAZY RIVER
INVESTORS, LLC, as well as, are residents of Fort Mohave, Mohave County,
Arizona.
3. Defendants, ROBIN MITCHELL and LISA MITCHELL
(“MITCHELLS”), upon information and belief, were agents, principals, managers
and/or members of Defendants ENTNER, LLC, and BYE DIRT, LLC, as well as, are
residents of Bullhead City, Mohave County, Arizona.
4, Defendant, ENTNER, LLC, is an Arizona limited liability company,
with the principal place of business in Mohave County, Arizona.
5. Defendant, BYE DIRT, LLC, is an Arizona limited liability company,
with the principal place of business in Mohave County, Arizona.26
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Bidwell Law Firm
1915 McCulloch Blvd, #1
Lake Havasn City
‘Arizona 86403
(928) 855-5115
Fax (928) 855-5211
6. Defendant, LAZY RIVER INVESTORS, LLC, is an Arizona limited
liability company, with the principal place of business in Mohave County, Arizona.
7. This Complaint is filed under the jurisdiction of this Court pursuant to
Article 6 §14 of the Constitution of the State of Arizona and ARS. §12-123.
8. Defendants committed acts and/or caused events and transactions to
occur in Mohave County, Arizona, out of which this action rises, and as such, venue
is appropriate in the Mohave County Superior Court in accordance A.R.S. §12-401.
9. Defendants S&T ENTNER and MITCHELL committed acts and/or
caused events and transactions to occur each individually, as well as in the
furtherance of their respective communities and therefore their communities are also
liable under A.R.S. § 25-215.
10. The true names and capacities of John Does I-V, Jane Does I-V, ABC
Partnerships I-V, DEF Trusts I-V and XYZ Entities J-V are unknown to Plaintiffs at
this time and are sued herein by fictitious names. Plaintiffs will seek leave of this
Court to amend this Complaint to include the true names and capacities of said
Defendants when they are known.
ALLEGATIONS COMMON TO ALL COUNTS
ll. Defendants S&T ENTNER filed Articles of Organization for
Defendant ENTNER, LLC, with the Arizona Corporation Commission on or about
February 25, 2018.26
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Bidwell Laww Finn
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12. Defendants S&T ENTNER were initially the only members of
ENTNER, LLC.
13. Defendant ENTNER, LLC, was originally organized and continues to
operate as a member-managed limited liability company in accordance with A.R.S.
§ 29-3407.
14. On-or about May 15, 2020, ENTNER, LLC, entered into a General
Partnership Agreement with Karen Monroe and Jeffrey Smith, husband and wife,
Barbara Monroe and Carl F. Monroe (“General Partnership”) for the purchase of a
large piece of vacant land located in Mohave County, Arizona along the Colorado
River, which is more particularly described as Exhibit A to this Complaint and
referred to in the General Partnership Agreement as “Parcel A”.
15. Karen Monroe and Jeffrey Smith, husband and wife, Barbara Monroe
and Carl F. Monroe (“Monroe Group”), paid one-half of the purchase price for
Parcel A in' the amount of $225,000, on behalf of the General Partnership.
16. On or about May 15, 2020, the General Partnership executed a
Promissory Note as promisor and Deed of Trust as trustor, for the balance of
purchase price for Parcel A in the amount of $225,000.
17. ENTNER, LLC, was responsible for monthly interest payments in the
amount of $1,125 on behalf of the General Partnership, as well as the balloon
payment of $225,000, which was due on June 15, 2022.
18. Defendants S&T ENTNER approached Plaintiffs SMITH join
ENTNER, LLC, on or about June 2020, for the purposes of raising capital for26
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purchasing lots and funding construction of houses on the lots, as well as for paying
off the Promissory Note and Deed of Trust for Parcel A.
19. Plaintiffs SMITH were very interested in a riverfront portion of Parcel
A to build a home and agreed to assist Defendant ENTNER, LLC, in acquiring
additional investment properties in order to pay off the Promissory Note for Parcel
A.
20. On or about November 2020, Defendant ENTNER, LLC, through
Defendants S&T ENTNER, communicated to the General Partnership that “[O|ne of
its investors, [Plaintiffs SMITH], were interested in one-half of the ENTNER, LLC’s
interest in Parcel A, including approximately 300 feet of riverfront property on the
furthest eastern portion of Parcel A, up to the point of Dike Road.”
21. On or about June 2020, Defendants S&T ENTNER and Plaintiffs
SMITH, agreed to formalize their agreement to assist in the final payment of the
balloon for Parcel A, by joining Defendant ENTNER, LLC.
22. ‘In addition, during June of 2020, Plaintiffs SMITH had contributed
approximately $400,000 to Defendant ENTNER, LLC, which was utilized to fund
the purchase of additional lots and construction of residential homes upon the lots.
23. On or about July 2020 , Defendants S&T ENTNER notified Plaintiffs
SMITH of their desire to have Defendants MITCHELL join Defendant ENTNER,
LLC as members along with Plaintiffs SMITH.26
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24, However, Defendants MITCHELL did not wish to be a part of the
purchase of Parcel A, as they were afraid of the title issues to Parcel A and did not
have the funds to assist with its purchase through Defendant ENTNER, LLC,
25. Asa result, Defendants S&T ENTNER and Plaintiffs Smith agreed to
have Defendants MITCHELL join as members of Defendant ENTNER, LLC, along
with Plaintiffs SMITH.
26. In exchange for agreeing to allow Defendants MITCHELL to join
Defendant ENTNER, LLC, even without the requisite funds, Defendants S&T
ENTNER agreed to form a new entity, now known as Defendant LAZY RIVER
INVESTORS, LLC, with Plaintiffs SMITH for the sole purpose of operating
ENTNER, LLC’s half interest in the General Partnership.
27. On or about August 28, 2020, Defendant SARA ENTNER filed an
Amendment signed by Defendants S&T ENTNER, Defendants MITCHELL and
Plaintiffs SMITH thereby making all the parties member-managers.
28. As of the date of this Complaint, Defendants S&T ENTNER have not
produced any documentation indicating Defendant ENTNER, LLC, has complied
with the transfer of beneficial interest under Article [X of the General Partnership
Agreement to permitting Plaintiffs SMITH to hold a beneficial interest in Parcel A.
29, On or about April 11, 2021, Defendant SARA ENTNER filed Articles
of Organization for Defendant LAZY RIVER INVESTORS, LLC, with the Arizona
Corporation Commission, with Plaintiffs SMITH and Defendants S&T ENTNER as
member-managers.26
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Bidwedl Law Firm
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30. On or about August 20, 2021, Defendant ENTNER, LLC paid
$225,000 for the balloon payment of the Promissory Note for Parcel A.
31. However, as of the date of this Complaint, Defendants S&T ENTNER
have failed to transfer the Defendant ENTNER, LLC’s fifty percent (50%) interest in
the General Partnership to LAZY RIVER INVESTORS, LLC under Article IX of the
General Partnership Agreement as Defendants S&T ENTNER agreed to do with
Plaintiffs SMITH.
32. In addition, under the General Partnership Agreement, Article
VII(c)&(d) require Parcel A to be split equally, with Karen Monroe choosing which
half of Parcel A she desires for the Monroe Group.
33. As of the date of this Complaint, Defendant ENTNER, LLC, and
Defendant S&T ENTNER have not forced the Monroe Group to split Parcel A into
equal shares, nor have they requested Karen Monroe to pick which portion of Parcel
A Ms. Monroe desires.
34, Upon Defendant ROBIN MITCHELL becoming a Member of
ENTNER, LLC, he began manipulating the percentage ownership interests of
Plaintiffs NILE SMITH and SUSAN SMITH.
35. Furthermore, additional properties continue to be constructed, with
Defendants ENTNER, LLC and BYE DIRT, LLC without compensation to Plaintiffs
NILE SMITH and SUSAN SMITH.
36. On or about May 10, 2022, Defendant SARA ENTNER improperly
removed Plaintiffs NILE SMITH and SUSAN SMITH as Members and Managers of& bw Ww
Na
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Bidwell Law Firm
1915 McCulloch Btvd., #10
Lake Havasu City
‘Arizona 86403
(928) 855-5115
Fax (928) 855-5211
Defendant ENTNER, LLC, with the Arizona Corporation Commission. See Exhibits
Bandc.
37. As of the date of this Complaint, and upon information and belief, all
Defendants have conspired to not follow proper company formalities, prevented.
access to financial information, and transferred assets for Defendant ENTNER, LLC
to Defendant BYE DIRT, LLC and continue to do so.
COUNT I
BREACH OF CONTRACT & WRONGFUL OUSTER FROM
LIMITED LIABILITY COMPANY
(Against All Defendants)
38. Plaintiffs NILE SMITH and SUSAN SMITH repeat, reallege and
reincorporate Paragraphs 1-37 as if fully restated in Count I.
39. Defendants S&T ENTNER and MITCHELL agreed to operate
ENTNER, LLC with Plaintiffs SMITH for the purposes of construction of residential
homes in Mohave County, Arizona.
40. At all times, ENTNER, LLC was a duly organized limited liability
company under the laws of the state of Arizona.
41. At some time during the year 2022, Defendants S&T ENTNER and
MITCHELL entered into a conspiracy for the purpose of removing Plaintiffs SMITH
as Members and Managers of ENTNER, LLC.
42. Plaintiffs SMITH had no knowledge as to the conspiracy of Defendants
S&T ENTNER AND MITCHELL to remove them, so Plaintiffs SMITH continued
to make payments for land surveys for various projects and continued to maintain26
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Bidwell Law Firm
1915 McCulloch Blvd,, #1
Lake Havasu City
‘Arizona 86403
(928) 855-5115
Fax (928) 855-5211
homeowner’s insurance on 1980 Bluff Circle, Bullhead City, Arizona for the benefit
of Defendant ENTNER, LLC.
43, Notice of such a meeting was never provided, nor was an actual
meeting ever held for ENTNER, LLC.
44, On May 10, 2022, Defendant SARA ENTNER, filed an amendment to
the articles of organization with the Arizona Corporation Commission removing
Plaintiffs SMITH from Defendant ENTNER, LLC. See Exhibits B and C.
45. The removal of Plaintiffs SMITH as Members and Managers was a
breach of the agreement by all Defendants to act in good faith and fairly deal with
Plaintiffs Smith as to the operation of Defendant ENTNER, LLC.
46, The actions by Defendants were wrongful and improper in that
Defendants acted wholly or in part for the advancement of their personal interests as
distinguished from and in opposition to the interest of the limited liability company
as a whole, and thus in violation of their fiduciary duties as Members and Managers
of Defendant ENTNER, LLC.
47, The actions by Defendants were wrongful and improper in that
Defendants failed to give Plaintiffs SMITH notice of facts of any kind relating to
Plaintiffs SMITHS?’ continuity in Defendant ENTNER, LLC, including but not
limited to, the fact of meetings held on the subject, as well as, providing an
opportunity to vote on any such matters., and thus in violation of their fiduciary
duties as Members and Managers of Defendant ENTNER, LLC.26
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Bidwell Law Firm
1915 McCulloch Blvd, #1
Lake Havasn City
Arizona 86403
(928) 855-5115
Fax (928) 855-5211
48. The actions by Defendants were wrongful and improper in that they
were taken in part for the benefit of Defendant BYE DIRT, LLC, as the operation
and assets of Defendant ENTNER, LLC was almost completely transferred to
Defendant BYE DIRT, LLC at the expense of Plaintiffs SMITHS’ interests and in
breach of verbal contractual agreements between the Members of Defendant
ENTNER, LLC and the fiduciary duties running between Defendants S&T
ENTNER, Defendants MITCHELL and Plaintiffs SMITH.
49. The actions of Defendants in expelling Plaintiffs SMITH were
wrongful and improper in that the expulsion was done without notice to Plaintiffs
SMITH and without just cause, and with refusal to give or discuss any reason for
such expulsion.
50, Such actions of Defendants have caused damages in an amount to be
proven at trial. .
COUNT I
BREACH OF CONTRACT
(Against Defendants S&T ENTNER; ENTNER, LLC and LAZY RIVER
INVESTORS, LLC)
51, Plaintiffs NILE SMITH and SUSAN SMITH repeat, reallege and
reincorporate Paragraphs 1-50 as if fully restated in Count IT.
52. Plaintiffs SMITH entered into a verbal agreement with Defendants
S&T ENTNER to transfer the interest in Defendant ENTNER, LLC in Parcel A to
Defendant LAZY RIVER INVESTORS, LLC.
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Bidwell J.aw Firm
1915 McCulloch Blvd, #104
Lake Havasu City
Arizona 86403
(928) 855-5115
Fax (928) 855-5211
53. Defendants have failed and upon information and belief, refused to
transfer the interests in accordance with the General Partnership Agreement with the
Monroe Group.
54. In addition, Defendants SARA ENTNER wrongfully removed
Plaintiffs SMITH as Members and Managers of ENTNER, LLC.
55. As result, Plaintiffs SMITH have no recourse regarding the security of
their one-half interest of Defendant ENTNER’s one-half interest in Parcel A.
56. Plaintiffs SMITH have been damaged in the amount to be determined
at trial for their interest in Parcel A.
COUNT OT
FRAUDULENT TRANSFERS, CONSTRUCTIVE TRUST AND
ACCOUNTING
(Against all Defendants)
57. Plaintiffs NILE SMITH and SUSAN SMITH repeat, reaflege and
reincorporate Paragraphs 1-56 as if fully restated in Count II.
58. Plaintiffs SMITH and Defendants S&T ENTNER along with
Defendants MITCHELL are Member-Managers of ENTNER, LLC.
59, | ENTNER, LLC, engages in the business of purchasing vacant lots and
building residential homes.
60. The agreement between the Members of Defendant ENTNER, LLC
was that the Members would share in the profits and losses of Defendant ENTNER,
LLC in accordance with their respective Membership Interests.
ilNY Dw B ww WN
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Bidwell Law Fion
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‘Arizona 86403
(028) 855-5113
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61. Upon information and belief, prior to and subsequent to May 10, 2022,
Defendants MITCHELL and S&T ENTNER, on several occasions transferred,
assigned and diverted to Defendant BYE DIRT, LLC, certain assets and property of
Defendant ENTNER, LLC, including, but not limited to:
a) 1632 Shamrock Road, Bullhead City, Arizona; otherwise known as
Mohave County APN 214-20-024;
b) 1638 Shamrock Road, Bullhead City, Arizona; otherwise known as
Mohave County APN 214-20-023;
c) Tract 4020 Chaparral Terrace Parcel G, otherwise known as Mohave
County APN 220-33-321G;
d) 1480 Bluffs Circle, Bullhead City, Arizona, otherwise known as Mohave
County APN 220-20-094; and
e) 13 Torrey Pines Drive South, Fort Mohave, Arizona, otherwise known as
Mohave County APN 225-66-092;
f) 16 Cypress Point Drive North, Fort Mohave, Arizona, otherwise known as
Mohave County APN 225-66-035; and
g) 14 Cypress Point Drive North, Fort Mohave, Arizona, otherwise known as
Mohave County APN 225-66-036.
62. All the transfers, assignments and diversions to Defendant BYE DIRT,
LLC, were without the knowledge or consent of Plaintiffs SMITH.
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1915 McCulloch Bivd., #1
Lake Havasu City
Arizona 86403,
(928) 855-5115
Fax (928) 855-52L]
63. Defendant ENTNER, LLC, knew or should have known that the assets
and property belonged to all the Members of ENTNER, LLC, including Plaintiffs
Smith.
64. Upon information and belief, Plaintiffs SMITH allege the assets and
property so transferred, assigned and diverted by Defendants S&T ENTNER and
MITCHELL to Defendant BYE DIRT, LLC, exceed their respective Membership
interests in Defendant ENTNER, LLC.
65. Plaintiffs SMITH on and before May 26, 2022 demanded that
Defendants S&T ENTNER, MITCHELL and ENTNER, LLC, account for ali
transactions involving Defendant ENTNER, LLC.
66. Plaintiffs SMITH also demanded that Defendants, and each of them,
account for and to pay to Plaintiffs SMITH their fair share of the assets so diverted to
Defendant BYE DIRT, LLC, all of which has been refused by Defendants S&T
ENTNER, MITCHELL and ENTNER, LLC,
67. Plaintiffs SMITH are unable to determine the exact amount of the
assets and property diverted from Defendant ENTNER, LLC, by Defendants S&T
ENTNER and MITCHELL without an accounting.
68. By reason of the above, Defendants hold all of the assets transferred,
assigned and diverted in a constructive trust for the benefit of Plaintiffs SMITH.
Wherefore, Plaintiffs SMITH demand judgment and further relief as follows:
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1915 McCulloch Blvd, #10:
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(928) 855-5115
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A) Ordering an accounting of all dealings and transactions between
Defendants S&T ENTNER and MITCHELL and Defendant BYE DIRT,
LLC from the date of organization of Defendant ENTNER, LLC;
B) Voiding all assignments, transfers and diversions of Defendant ENTNER,
LLC’s assets and property to all Defendants;
C) Ordering the sale of all of Defendant ENTNER, LLC’s assets and
property, the payment of all debts and liabilities, and a division of any
surplus between Plaintiffs SMITH and Defendants S&T ENTNER and
MITCHELL according to their respective interests, except for Parcel A;
D) Awarding Plaintiffs SMITH their one-half of Defendant ENTNER LLC’s
one-half interest of Parcel A;
E) For compensatory damages to be awarded to Plaintiffs SMITH;
F) For punitive damages to be awarded to Plaintiffs SMITH;
G) For Plaintiffs SMITHS’ reasonable attorneys’ fees in accordance with
ARS, 12-341.01;
H) For Plaintiffs SMITH’s taxable costs in accordance with 12-341;
T) For such other and further relief as this Court may deem just and
appropriate.
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Bidwell Law Firm
1915 McCulloch Blvd, #1
Lake Havasu City
‘Arizona 36403
(928) 855-5115
Fax (928) 855-5211
RESPECTFULLY SUBMITTED this at of January, 2023.
BIDWELL LAW FIRM, PLLC
1915 McCulloch Boulevard, N., Suite 104
Lake Havasu City, AZ 86403
BE”
A Att of Plaintiffs
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Bidwell Law Fim
1915 McCullech Blvd, #1
Lake Havasu Clty,
Arizona 86403
(928) 855-5115
Fax (928) 855-5211
VERIFICATION
I, NILE SMITH, state that I am the Plaintiff in the above-entitled matter,
that I have read the foregoing Complaint and know the contents thereof: that the
statements made therein are true and correct to the best of my knowledge and belief
except as to those matters stated therein based on information and belief and as to
such matters, I believe them to be true. I declare under penalty of perjury the
foregoing is true and correct,
DATED this B day of January, 2023.
NILE SMITH
161935 McCulloch Bivd,, #104
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VERIFICATION
J, SUSAN SMITH, state that I am the Plaintiff in the above-entitled
matter; that I have read the foregoing Complaint and know the contents thereof; that
the statements made therein are truc and correct to the best of my knowledge and
belief except as to those matters stated therein based on information and belief and as .
to such matters, I believe them to be true. I declare under penalty of perjury the
foregoing is true and correct.
DATED this 7th day of Jatmary, 2023.
<<:
SUSAN SMITH
17Exhibit AWHEN RECORDED RETURN TO:
T'shura-Ann Elias
LUNDBERG & ELIAS, PLLC
3640 Highway 95, Suite 140
Bullhead City, Arizona 86442
DEED OF TRUST
ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
DATE: May 15, 2020
TRUSTORS: Entner, LLC, Karen Monroe and Jeffrey Smith,
husband and wife, Barbara F. Monroe, Carl F.
Monroe
TRUSTORS’ MAILING ADDRESS: c/o 1840 Highway 95, Suite 1
Bullhead City, AZ 86442
BENEFICIARY: Robert G. McBride
BENEFICIARY'S MAILING ADDRESS: — 33 Algonquin Street
Portsmouth, Virginia 23707
TRUSTEE: Pioneer Title Agency, Inc.
TRUSTEE’'S MAILING ADDRESS: PO Box 1900
Sierra Vista, Arizona 85636
PROPERTY: The Properties consist of real property located in Mohave county, Arizona and more
particularly described as follows:
See Exhibit “A” attached hereto and by this reference incorporated herein;
TOGETHER WITH all rights, privileges, licenses, easements and other appurtenances relating
or incident to the ownership thereof (including, without limitation, all grazing, range, farming,
mineral, water and well rights and appurtenant equipment and facilities, whether grandfathered or
otherwise), all buildings, fixtures and other structures now situated or hereafter constructed
thereon, all equipment, fumishings and other items of personal property (whether tangible or
intangible) now or hereafter used in connection therewith, all leases, warranties and permits
relating thereto and the rents, security deposits and other revenues received or receivable in
connection therewith and the reversion and reversions and remainder and remainders thereof
(collectively, the "Property").This Deed of Trust Assignment of Leases and Rents and Security Agreement (this "Deed of Trust")
made on the above date between Trustor, Trustee and Beneficiary above named,
WITNESSETH: That, for good and valuable consideration, Trustor hereby irrevocably grants,
transfers, conveys and assigns to Trustee in Trust, with Power of Sale, the above-described
Property, together with the leases, rents, issues, profits and income thereof (hereinafter,
collectively called "Property Income"); SUBJECT, HOWEVER, to the right, power and authority
herein below given to and conferred upon Beneficiary to collect and apply such Property Income;
AND ALSO SUBJECT TO existing taxes, assessments, liens, encumbrances, covenants,
conditions, restrictions, rights of way and easements of record;
FOR THE PURPOSES OF SECURING:
A. Payment of the indebtedness evidenced by and in accordance with the terms and
conditions of that certain Promissory Note dated May 15, 2020, in the original principal sum of
$225,000.00, made by Trustor in favor of Beneficiary or order, together with interest, all sums
required to be paid by Trustor and/or advanced or expended by Beneficiary or Trustee pursuant to
the provisions hereof, and interest on all of the foregoing; and
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:
1. To pay when due all claims for labor performed and materials furnished in
connection therewith; to comply with all laws affecting said Property or requiring any alterations
or improvements to be made thereon; not to commit or knowingly permit any waste thereof; not
to commit, knowingly suffer or knowingly permit any act upon said Property in violation of law;
and to do all other acts which from the character or use of said Property may be reasonably
necessary, the specific enumerations herein not excluding the general.
2. To appear in and defend any action or proceeding not brought by Beneficiary or
Trustee purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee;
and to pay all reasonable costs and expenses of Beneficiary and Trustee, including costs of
evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which
Beneficiary or Trustee may appear or be named and, provided Beneficiary or Trustee is the
prevailing party, also in any suit brought by Beneficiary or Trustee to foreclose, enforce or interpret
this Deed of Trust.
3. To pay: before delinquent, all taxes and assessments affecting said Property; as and
when due, all encumbrances, liens and charges on said Property or any part thereof which appear
to be prior or superior hereto; within ten (10) Business Days following written demand therefore,
all costs, fees and expenses of this Trust, including, without limiting the generality of the
foregoing, the fees of Trustee for issuance of any Deed of Partial Release and Partial Reconveyance
or Deed of Release and Full Reconveyance; and when billed, all lawful charges, costs and expenses
in the event of reinstatement of, following default in, this Deed of Trust or the obligations secured
hereby.Should Trustor fail to make any payment or to do any act as herein provided, and the same
remains uncorrected beyond the applicable periods of notice and cure (if any) set forth herein or
in the Settlement Agreement and/or Promissory Note secured hereby, then Beneficiary, but
without obligation so to do and without further notice to or demand upon Trustor and without
releasing Trustor from any obligation hereunder, may: make or do the same in such manner and
to such extent as it reasonably may deem necessary to protect the security hereof, Beneficiary
being authorized to enter upon said Property for such purposes; appear in and defend any action
or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary; pay,
purchase, contest or compromise any encumbrance, charge or lien which in its reasonable
judgment appears to be prior or superior hereto; and, in exercising any such powers, incur
necessary expenses, employ counsel and pay its reasonable fees.
4, To pay within ten (10) Business Days following written demand therefore all
reasonable sums expended by Beneficiary pursuant to the provisions hercof, together with interest
from the date of expenditure at the same rate as is provided for in the Settlement Agreement and/or
Promissory Note secured by this Deed of Trust. Any amounts so paid by Beneficiary shall become
part of the debt secured by this Deed of Trust and a lien on the Property until paid.
ITIS MUTUALLY AGREED:
5. That any award of damages in connection with any condemnation or taking of, or
for injury to, the Property by reason of public use, or for damages for private trespass or injury
thereto, is assigned and shall be paid to Beneficiary as further security for all obligations secured
hereby (reserving unto Trustor, however, the right to sue therefore and the ownership thereof
subject to this Deed of Trust), and upon receipt of such moneys Beneficiary shall apply said
amount against the indebtedness.
6. That time is of the essence of this Deed of Trust, and that by accepting payment of
any sum secured hereby after its due date, Beneficiary does not waive its right to require prompt
payment when due of all other sums so secured.
he That at any time or from time to time, and without notice, upon written request of
Beneficiary and presentation of this Deed of Trust, and without liability therefore, and without
affecting the personal liability of any person for payment of the indebtedness secured hereby, and
without affecting the security hereof for the full amount secured hereby on all property remaining
subject hereto, and without the necessity that any sum representing the value of all or any portion
of the property affected by Trustee's action be credited on the indebtedness, Trustee shall release
and reconvey all or any part of said Property.
8 That whenever all sums secured hereby have been paid, and upon payment of its
fees, Trustee shall release and reconvey, without covenant or warranty, express or implied, the
portion of the Property then held hereunder. The recitals in such reconveyance of any matters or
facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may
be described as "the person or persons legally entitled thereto."9 Subject to the provisions of Paragraph 15 below, upon default by Trustor in the
payment of any indebtedness secured hereby or in the substantial performance of any of its other
agreements contained herein or in the Fee Agreement or the Promissory Note secured hereby,
Beneficiary may declare all sums secured hereby immediately due and payable by delivery to
Trustor and Trustee of written notice thereof, which notice also shall set forth the nature thereof
and may contain Beneficiary's election to cause to be sold said Property under this Deed of Trust.
Beneficiary also shall deposit with Trustee this Deed of Trust, said Settlement Agreement, the
Promissory Note and all documents evidencing expenditures secured hereby.
Thereafter, if Beneficiary shall have exercised its election as above provided, Trustee shal!
record, deliver, post and publish a Notice of Trustee's Sale and shall sell said Property at public
auction, all in the manner required by law. Any persons, including Trustor, Trustee or Beneficiary,
may purchase at such sale, and upon the conclusion thereof Trustee shall deliver to the purchaser
its Deed conveying the property so sold, but without any covenant or warranty, expressed or
implied, Trustor requests that a copy of any Notice of Trustee's Sale hereunder be mailed to it at
its address first above set forth. After deducting all reasonable costs, fees and expenses of Trustee
and of this Trust, including costs of evidence of title in connection with sale and reasonable
attorney's fees, Trustee shall apply the proceeds of sale in the manner provided by law. To the
extent permitted by law and not otherwise provided for herein, an action may be maintained by
Beneficiary to recover a deficiency judgment for any balance due thereunder.
In lieu of sale pursuant to the power of sale conferred hereby, this Deed of Trust may be
foreclosed in the same manner provided by law for the foreclosure of mortgages on real property.
Beneficiary shall also have all other rights and remedies available to it hereunder and at law or in
equity. All rights and remedies shall be cumulative and may be exercised singularly, consecutively
or concurrently with any other(s).
10. That Trustee may resign by mailing or delivering notice thereof to Beneficiary and
Trustor. Beneficiary also may remove Trustee and appoint a successor Trustee in the manner
prescribed by law. A successor Trustee shall, without conveyance from the predecessor Trustee,
succeed to all of the predecessor's title, estate, rights, powers and duties,
11. That this Deed of Trust applies to, inures to the benefit of and binds all parties
hereto and their heirs, legatees, devisees, administrators, executors, successors and assigns. The
term Beneficiary shall mean the owner and holder of the rights to payment under the Settlement
Agreement and/or the Promissory Note secured hereby, whether or not named as Beneficiary
herein, In this Deed of Trust, whenever the context so requires, any gender shall include the others
and the singular number shall include the plural and vice-versa. Capitalized terms appearing but
not defined herein shall have the meanings ascribed to them in the Settlement Agreement and
Promissory Note secured hereby. In the event of any conflict, ambiguity or inconsistency between
the provisions of this Deed of Trust and those found in the Promissory Note, the latter shall be
controlling.
12. That Trustee accepts this Trust when this Deed of Trust, duly executed and
acknowledged, is made a public record as provided by law. Trustee is not obligated to notify anyparty hereto of pending sale under any other Deed of Trust or of any action or proceeding in which
‘Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.
13. That the trust relationship created by this Deed of Trust is limited solely to the
creation and enforcement of a security interest in the Property and all of Trustee's duties, whether
fiduciary or otherwise, are strictly limited to those duties imposed by this instrument and none
others.
14. That notwithstanding anything to the contrary contained in the Fee Agreement or
Promissory Note secured hereby or in this Deed of Trust, no failure by Trustor to pay any amount
or perform any obligation required of it shall constitute a default or entitle Beneficiary to exercise
any tights or remedies on account thereof unless the same shall continue uncured for fifteen (15)
Business Days following receipt by Trustor of written notice thereof given by Beneficiary or, in
the case of non-monetary failures, unless Trustor shall fail to commence corrective action within
thirty (30) calendar days following receipt of written notice thereof given by Beneficiary,
diligently proceed to completion with its curative efforts, or effect a final cure within one hundred
eighty (180) calendar days after receipt of Beneficiary's written notice.
15. That notwithstanding anything to the contrary contained in this Deed of Trust or in
the Fee Agreement or Promissory Note secured hereby, no notice shall be deemed effective for the
purpose for which intended unless it is in writing, addressed to the intended recipient thereof at its
address set forth on the first page hereof, and given either by hand-delivery, confirmed facsimile
transmission, recognized independent overnight courier service or certified U.S. mail, return
receipt requested. If so given, such notices or other communications conclusively shall be deemed
to have been received on the third (3rd) Business Day after the date of deposit in the United States
mail, or the next Business Day after deposit with such recognized independent overnight courier
service or, if personally delivered or sent by facsimile transmission, on the date of actual receipt.
Refusal to accept delivery or to sign a receipt, or any inability to obtain a receipt because of a
changed address of which the intended recipient, by like method, did not previously advise the
sender, shall constitute actual receipt. Trustee shall forward all notices and other correspondence
delivered to it within two (2) Business Days after receipt.
16. That this Deed of Trust shall be governed by and construed according to the laws
of the State of Arizona applicable to agreements made and to be performed wholly therein.
17. That this instrument and Fee Agreement and Promissory Note which it secures _
constitute the complete and entire agreement among the parties hereto relating to the subject matter
hereof (all other promises and understandings, whether express or implied, having been superseded
hereby or merged herein).
18, That no additions, deletions, amendments, waivers or other modifications hereof
shall be made or deemed to have been made unless in a writing executed by the party sought to be
charged thereby. Any waiver given as above provided shall apply to the particular instance and at
the particular time only, and no waiver shall be deemed a continuing one or as applying to any
other provision hereof or breach thereof or breach of the same provision occurring at any earlier
or subsequent point in time or of any available power, right or remedy. No single or partial exerciseof any right, remedy or power shall preclude any further exercise thereof or the exercise of any
other permitted right, remedy or power.
IN WITNESS WHEREOF, Trustor has caused this Deed of Trust to be duly executed
and delivered as of the day and year first set forth above.
Trustor:
ENTNER, LLC
By: Sara Entner, Managing Member
ENTNER, LLC
By: Timothy Entner, Managing Member
dhb yeh GD
“paz RO
YVapye Awe?
Barbara F, Monroeof any right, remedy or power shall preclude any further exercise thereof or the exercise of any
other permitted right, remedy or power.
IN WITNESS WHEREOF, Trustor has caused this Deed of Trust to be duly executed
and delivered as of the day and year first set forth above.
Trustor:
ENTNER, LLC
By: Sara Entner, Managing Member
ENTNER, LLC
By: Timothy Entner, Managing Member
Kaw Moyer
Karen Monroe
Jeffrey R, Smith
Carl Foster
Barbara F. MonroeAcknowledgment on Following Page
STATE OF ARIZONA )
)ss
County of Mohave )
On this Aeday of May 2020, before me personally appeared Sara Entner whose identity
was proved to me on this basis of satisfactory evidence to be the person whose name is subscribed
to this document, and who acknowledged that she signed the above document.
(SEAL) Notary Public
‘TIANA HUNTER
Notary Pubic - Arizona
} ‘Mohave County
ey Commision #501337
1 My Comm. Expires Apr 16, 2024
STATE OF ARIZONA )
County of Mohave
_ On this ph day of May 2020, before me personally appeared Timothy Entner whose
identity was proved to me on this basis of satisfactory evidence to be the person whose name is
subscribed 10 this document, and who acknowledged that he signed the above document.
Ayes Ess
(SEAL) | von tnatunmen Notary Public
‘Mohave County
Commission # 581337
oy Comm. Explres Apr 16, 2024
STATE OF ARIZONA )
County of Mohave )
On this yar day of May 2020, before me personally appeared Karen Monroe whose
identity was proved to me on this basis of satisfactory evidence to be the person whose name is
subscribed to this document, and who acknowledged that she signed the above document.
age plus
(SEAL), Notary Public
TIANA HUKTER:
Notary Public - Arizons
‘Mohave County
Commisslon # 581337 7
My Comm. Expires Apr 16, 2024STATE OF New Uk )
)
County of Steuben ) .
On this uy Waay of May 2020, before me personally appeared Jeffrey R. Smith whose
identity was proved to me on this basis of satisfactory evidence to be the person whose name is
subscribed to this document, and who acknowledged that he signed the above document.
(SEAL) Notary Public
BROCK TARR
NOTARY PUBLIC-STATE OF NEW YORK
STATE OF Neo ule } No. 01TAG396460
ss Qualified in Steuben County
County of ‘Stviae J My Commission Expires 07-29-2023
On this ath day of May 2020, before me personally appeared Barbara F. Monroe whose
identity was proved to me on this basis of satisfactory evidence to be the person whose name is
subscribed to this document, and who acknowledged that he signed the above document.
phi
(SEAL) Notary Public
BROCK TARR
. NOTARY PUBLIC-STATE OF NEW YORK
STATEOF New Yuk ) No. O1TAGSO5450
)ss Qualified in Steuben County
County of. Sea oer ) My Commission Expires 07-29-2023
On this wt day of May 2020, before me personally appeared Carl F. Foster whose
identity was proved to me on this basis of satisfactory evidence to be the person whose name is
subscribed to this document, and who acknowledged that he signed the above document.
XN
(SEAL) Notary Public
_ BROCK TARR
NOTARY PUBLIC-STATE OF NEW YORK
No. 01TA6306450
Qualified in Steuben County
My Commission Expires 07-29-2023
Eotis
Exhibit "A"
A parcel of land located Westerly of Dike Road and Easterly of the normal high water line for the
Colorado River, being a portion of the South half of the Southwest quarter of Section 28, Township
9 North, Range 23 East of the San Bernardino Base and Meridian, Mohave County, Arizona, more
particularly described as follows:
Beginning at the Southwest corner of Section 28;
thence along the West line of said Section 28, North a distance of 1320.00 feet to the North fine of
the South half of the Southwest quarter of said Section 28;
thence North 89 degrees 57 minute 45 seconds East along the North line of the South half of the
Southwest quarter a distance of 443.62 feet to a point on the Easterly mark of the Colorado River,
said point being the True Point of Beginning and the normal high water mark;
thence continuing North 89 degrees 57 minutes 45 seconds East along the North line of the South
half of the Southwest quarter of Section 28, a distance of 399.26 feet to a point on the Westerly
edge of Dike Road, said point being on the boundary of the abandoned channel! per dependent
resurvey of Township 17 North, Range 22 West of the Gila and Salt River Band and Meridian,
Mohave County, Arizona (BLM 9-16-1982);
thence Southeasterly along the Westerly edge of Dike Road and the abandoned channel boundary,
South 37 degrees 42minutes 41 seconds East a distance of 613.16 feet;
thence continuing along the Westerly edge of Dike Road and departing the left bank of the
abandoned Channel South 37degrees 42 minutes 41 second East a distance of 989.26 feet;
thence continuing along the Westerly edge of Dike Road South 33 degrees 19 minutes 19 second
East a distance of 63.39feet to a point on the South line of Section 28;thence South 89 degrees 57
minutes 45 seconds West along the South line of said Section 28 a distance of 336.73 feet toa point
on the high water line of the East bank of the Colorado River;
thence Northwesterly along the normal high water line for the West bank of the Colorado River
the following nine courses;
thence North 37 degrees 51 minutes 55 seconds West a distance of 281.12 feet;
thence North 37 degrees 24 minutes 37 second West a distance of 113.47 feet,
thence North 39 degrees 02 minutes 11 seconds West a distance of 293.26 feet;
thence North 40 degrees 35 minutes 05 seconds West a distance of 139.56 feet;
thence North 39 degrees 33 minutes 10 second West a distance of 152.72 feet;thence North 39 degrees 41 minutes 15 seconds West a distance of 210.31 feet;
thence North 35 degrees 21 minutes 28 seconds West a distance of 211.59 feet;
thence North 44 degrees 08 minutes 33 seconds West a distance of 154.30 feet;
thence North 42 degrees 20 minutes 29 seconds West a distance of 149.63 feet to the True Point
of Beginning for Parcel A;
Excepting any and all right, title and interest of the State of Arizona below the line of natural
ordinary high water of the Colorado River and also excepting any and all artificial accretions to
said land waterward of said line of ordinary high water.
10
EETGENERAL PARTNERSHIP AGREEMENT
This General Partnership Agreement is made and entered into as of this day of
May, 2020, by and among Karen Monroe, Jeffrey R. Smith, Carl Foster, Barbara M. Monroe and
Enter, LLC, collectively referred to herein as the "Partners", The Partners hereby form a general
partnership (hereinafter "Partnership") under the laws of the State of Arizona and hereby agree to
operate the Partnership pursuant to the terms and provisions hereinafter set forth.
I. Place of Business. The location of the principal place of business of the Partnership shall
be c/o 1840 Highway 95, Suite 1, Bullhead City, Arizona 86442, and the place where the records
of the Partnership shall be kept, shall be 1840 Highway 95, Suite 1, Bullhead City, Arizona
86442 or such other place as may from time to time be designated by a "Majority of the Partners"
(as defined below).
Il. Purpose. The purpose of the Partnership shall be to engage in the following business
activities: to purchase the real property known as “Parcel A” located in Mohave County, Arizona
pursuant to the terms of set forth in the Purchase Contract attached hereto as Exhibit “A”, and
such other activities as may be agreed upon unanimously by the parties from time to time.
IM1.Term. The term of the Partnership shall commence on the date hereof and shall continue
until terminated in accordance with this Agreement or as otherwise provided by law.
IV. Recording of Certificates. The Partners shall acknowledge and cause to be filed in the
Office of the Recorder of Mohave County, Arizona, and with such other authorities in such other
jurisdictions as may be required, such certificates of fictitious name and other filings as may be
necessary or appropriate from time to time.
V. Contributions to Partnership.
(a) Karen Monroe, Jeffrey R, Smith, Carl Foster, and Barbara M. Monroe shall contribute
to partnership TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000.00)
which shall be used towards the purchase price of Parcel A.
(b) Enter, LLC shall contribute to the partnership the balance of the purchase price for
Parcel A as follows:
(1) Enter, LLC will pay interest-only payments to the Seiler of Parcel A in theamount of ONE THOUSAND ONE HUNDRED AND TWENTY-FIVE
DOLLARS ($1,125.00) on the 15" of every month beginning on June 15,
2020 for a period of two (2) years;
(2) Enter, LLC will pay the balloon payment of the principal in the amount of
TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000.00)
within two (2) years from June 15, 2020.
VI. Rights, Powers and Liabilities of the Partners,
(a) Management of Partnership Business, Subject to any provision hereof specifically
requiring unanimous consent of the Partners to any matter, the authority and responsibility
for management of the business of the Partnership shall be vested in a "Majority of the
Partners." As used herein, a "Majority of the Partners" means any one or more Partners
whose aggregate Capital Accounts (as of the date of the decision in question) exceed 50% of
the aggregate Capital Accounts of all of the Partners. The Capital Account of a withdrawn,
deceased, incompetent, bankrupt or dissolved Partner (or Partner who has otherwise ceased
to exist as‘a legal entity), or a Partner in default of its obligations to make Capital
Contributions shall not be considered in the determination of a Majority of the Partners,
(b) Partnership Decisions Requiring Unanimous Consent, Notwithstanding any other
provision hereof, a decision on any of the following matters affecting the Partnership shall
require the unanimous approval of all the Partners, which approval a Partner may give or
withhold in such Partner's sole and absolute discretion:
{i) Amendment of this Agreement;
(ii) Any sale or other disposition of substantially al} of the assets of the Partnership or
disposition of the goodwill of the Partnership's business;
(iti)Borrowings by the Partnership in excess of $1,000.00 in the aggregate;
(iv)Any assignment of the property of the Partnership in trust for creditors or on the
assignee's promise to pay the debts of the Partnership;
(v) Any act which would make it impossible to carry on the ordinary business of the
Partnership; or
(vi)Any confession of a judgment or submission of a Partnership claim or liability to
arbitration or reference.
VII. Income, Gain, Losses and Distributions, All Partnership property, income, gain and
credits shall be allocated to the Partners according to the following:
(a) Karen Monroe, Jeffrey R. Smith, Carl Foster and Barbara M. Monroe shallreceive fifty percent (50%) of all partnership property, income, gain and
credits received by the Partnership;
(b) Enter, LLC shall receive fifty percent (50%) of all partnership property,
income, gain and credits received by the Partnership;
(©) The Parties agree that Parcel A shall be split according the allocation of the
Parties’ respective interests as described in Paragraphs (A) and (B) above;
@d) The Parties agree that Karen Monroe shall choose which square footage of
Parce! A she wants once split;
(e) The Partners agree that should Enter, LLC fail to make the monthly payments
and the balloon payment for the purchase of Parcel A, Karen Monroe will
ensure these payments are made according to the terms of the Purchase
Agreement, and related notes and deeds of trust. The Parties further agree that
should Enter, LLC fails to make the monthly payments and the balloon
payments as described in this Agreement, Enter, LLC agrees to transfer all its
interest in Parcel A to Karen Monroe.
All losses shall be allocated to the Partners and will be split equally by and between the
Partners.
VIL. Books, Records, Accounting, Reports and Certain Tax Matters.
(a) Fiscal Year, The fiscal year of the Partnership shall be the calendar year.
(b) Books of Account. The Partnership shall keep proper and complete books of account
adequate for its purposes, The books of account shall be maintained at its principal place of
business and shall be open to inspection and copying by any of the Partners or by their
authorized representatives at any reasonable time during business hours,
(c) Basis of Accounting. The Partnership books shall be kept on a cash basis.
(a) Bank Accounts. All funds of the Partnership are to be deposited in the Partnership's
name in such bank account or money market account or accounts as may be designated by a
Majority of the Partners, and may be withdrawn therefrom on the signature of any person
authorized by a Majority of the Partners.
(e} Annual Reports, Within seventy-five (75) days after the close of the Partnership's fiscal
year, there shall be prepared and mailed, at the direction of a Majority of the Partners, to each
Partner a copy of the Internal Revenue Service Form K-1 as attached to the federal partnership
Preview
26 eb Bidwell Law Fion 1915 McCulloch Blvd, #1 Lake Havasu City Arizona 86403 (928) 855-5115 Fax (928) 855-5211 Jay Bidwell, State Bar No. 020108 BIDWELL LAW FIRM, PLLC 1915 McCulloch Blvd., N., Suite 104 Lake Havasu City, AZ 86403 Telephone: 928-855-5115 Facsimile: 928-855-5211 Email: courtorders@bidwelllawfirm.com Attorney for Plaintiffs FILED Christina Spurlock CLERK, SUPERIOR COURT (01/05/2023 4:36PM BY: FSHADE. DEPUTY Case No.: $8015CV202300009 HON. LEE JANTZEN IN THE SUPERIOR COURT OF THE STATE OF ARIZONA IN AND FOR THE COUNTY OF MOHAVE NILE SMITH and SUSAN SMITH, as husband and wife, Plaintiffs, v. SARA ENTNER and TIMOTHY ENTNER, each individually and as husband and wife; ROBIN MITCHELL and LISA MITCHELL, each individually and as husband and wife; ENTNER, LLC, an Arizona limited liability company; BYE DIRT, LLC, an Arizona limited liability company; LAZY RIVER INVESTORS, LLC, an Arizona limited liability company; JOHN DOES I-V; JANE DOES I-V, ABC PARTNERSHIPS I-V; DEF TRUSTS I-V; AND XYZ ENTITIES I-V; Defendants. % Cause No: COMPLAINT (Breach of Contract, Wrongful Ouster from Limited Liability Company, Fraudulent Transfers, Constructive Trust and Accounting)26 cb Bidwell Law Finn 1915 McCulloch Blvd, #40: Lake Havasu City Arizona 86403 (928) 855-5115 Fax (928) 855-5211 COMES NOW, the Plaintiffs, NILE SMITH and SUSAN SMITH, by and through undersigned counsel, for their complaint against Defendants SARA ENTNER and TIMOTHY ENTNER; ROBIN MITCHELL and LISA MITCHELL, ENTNER, LLC; BYE DIRT, LLC; and LAZY RIVER INVESTORS, LLC, hereby allege the following: : PARTIES AND JURISDICTION 1. - Plaintiffs, NILE SMITH and SUSAN SMITH (“SMITHS”), are principals, managers and members of ENTNER, LLC and LAZY RIVER INVESTORS, LLC, as well as, are residents of Laughlin, Clark County, Nevada. 2. Defendants, SARA ENTNER and TIMOTHY ENTNER (“S&T ENTNER”), upon information and belief, were agents, principals, managers and/or members of Defendants ENTNER, LLC, BYE DIRT, LLC, and LAZY RIVER INVESTORS, LLC, as well as, are residents of Fort Mohave, Mohave County, Arizona. 3. Defendants, ROBIN MITCHELL and LISA MITCHELL (“MITCHELLS”), upon information and belief, were agents, principals, managers and/or members of Defendants ENTNER, LLC, and BYE DIRT, LLC, as well as, are residents of Bullhead City, Mohave County, Arizona. 4, Defendant, ENTNER, LLC, is an Arizona limited liability company, with the principal place of business in Mohave County, Arizona. 5. Defendant, BYE DIRT, LLC, is an Arizona limited liability company, with the principal place of business in Mohave County, Arizona.26 cb Bidwell Law Firm 1915 McCulloch Blvd, #1 Lake Havasn City ‘Arizona 86403 (928) 855-5115 Fax (928) 855-5211 6. Defendant, LAZY RIVER INVESTORS, LLC, is an Arizona limited liability company, with the principal place of business in Mohave County, Arizona. 7. This Complaint is filed under the jurisdiction of this Court pursuant to Article 6 §14 of the Constitution of the State of Arizona and ARS. §12-123. 8. Defendants committed acts and/or caused events and transactions to occur in Mohave County, Arizona, out of which this action rises, and as such, venue is appropriate in the Mohave County Superior Court in accordance A.R.S. §12-401. 9. Defendants S&T ENTNER and MITCHELL committed acts and/or caused events and transactions to occur each individually, as well as in the furtherance of their respective communities and therefore their communities are also liable under A.R.S. § 25-215. 10. The true names and capacities of John Does I-V, Jane Does I-V, ABC Partnerships I-V, DEF Trusts I-V and XYZ Entities J-V are unknown to Plaintiffs at this time and are sued herein by fictitious names. Plaintiffs will seek leave of this Court to amend this Complaint to include the true names and capacities of said Defendants when they are known. ALLEGATIONS COMMON TO ALL COUNTS ll. Defendants S&T ENTNER filed Articles of Organization for Defendant ENTNER, LLC, with the Arizona Corporation Commission on or about February 25, 2018.26 ob Bidwell Laww Finn 1915 McCulloch Blvd, #10: Lake Havasu City Arizona 86403 (028) 855-5115 Fax (928) 855-5211 12. Defendants S&T ENTNER were initially the only members of ENTNER, LLC. 13. Defendant ENTNER, LLC, was originally organized and continues to operate as a member-managed limited liability company in accordance with A.R.S. § 29-3407. 14. On-or about May 15, 2020, ENTNER, LLC, entered into a General Partnership Agreement with Karen Monroe and Jeffrey Smith, husband and wife, Barbara Monroe and Carl F. Monroe (“General Partnership”) for the purchase of a large piece of vacant land located in Mohave County, Arizona along the Colorado River, which is more particularly described as Exhibit A to this Complaint and referred to in the General Partnership Agreement as “Parcel A”. 15. Karen Monroe and Jeffrey Smith, husband and wife, Barbara Monroe and Carl F. Monroe (“Monroe Group”), paid one-half of the purchase price for Parcel A in' the amount of $225,000, on behalf of the General Partnership. 16. On or about May 15, 2020, the General Partnership executed a Promissory Note as promisor and Deed of Trust as trustor, for the balance of purchase price for Parcel A in the amount of $225,000. 17. ENTNER, LLC, was responsible for monthly interest payments in the amount of $1,125 on behalf of the General Partnership, as well as the balloon payment of $225,000, which was due on June 15, 2022. 18. Defendants S&T ENTNER approached Plaintiffs SMITH join ENTNER, LLC, on or about June 2020, for the purposes of raising capital for26 ob Bidwell Law Firm 1915 MeCulloch Blvd, #10: Lake Havasu City ‘Arizona 86403 (028) 855-5113 Fax (928) 855-5211 purchasing lots and funding construction of houses on the lots, as well as for paying off the Promissory Note and Deed of Trust for Parcel A. 19. Plaintiffs SMITH were very interested in a riverfront portion of Parcel A to build a home and agreed to assist Defendant ENTNER, LLC, in acquiring additional investment properties in order to pay off the Promissory Note for Parcel A. 20. On or about November 2020, Defendant ENTNER, LLC, through Defendants S&T ENTNER, communicated to the General Partnership that “[O|ne of its investors, [Plaintiffs SMITH], were interested in one-half of the ENTNER, LLC’s interest in Parcel A, including approximately 300 feet of riverfront property on the furthest eastern portion of Parcel A, up to the point of Dike Road.” 21. On or about June 2020, Defendants S&T ENTNER and Plaintiffs SMITH, agreed to formalize their agreement to assist in the final payment of the balloon for Parcel A, by joining Defendant ENTNER, LLC. 22. ‘In addition, during June of 2020, Plaintiffs SMITH had contributed approximately $400,000 to Defendant ENTNER, LLC, which was utilized to fund the purchase of additional lots and construction of residential homes upon the lots. 23. On or about July 2020 , Defendants S&T ENTNER notified Plaintiffs SMITH of their desire to have Defendants MITCHELL join Defendant ENTNER, LLC as members along with Plaintiffs SMITH.26 eb Bidwell Law Firm 4915 McCulloch Blvd, #10: Lake Havasu City ‘Arizona 86403 (928) 855-5315 Fax (928) 855-5211 24, However, Defendants MITCHELL did not wish to be a part of the purchase of Parcel A, as they were afraid of the title issues to Parcel A and did not have the funds to assist with its purchase through Defendant ENTNER, LLC, 25. Asa result, Defendants S&T ENTNER and Plaintiffs Smith agreed to have Defendants MITCHELL join as members of Defendant ENTNER, LLC, along with Plaintiffs SMITH. 26. In exchange for agreeing to allow Defendants MITCHELL to join Defendant ENTNER, LLC, even without the requisite funds, Defendants S&T ENTNER agreed to form a new entity, now known as Defendant LAZY RIVER INVESTORS, LLC, with Plaintiffs SMITH for the sole purpose of operating ENTNER, LLC’s half interest in the General Partnership. 27. On or about August 28, 2020, Defendant SARA ENTNER filed an Amendment signed by Defendants S&T ENTNER, Defendants MITCHELL and Plaintiffs SMITH thereby making all the parties member-managers. 28. As of the date of this Complaint, Defendants S&T ENTNER have not produced any documentation indicating Defendant ENTNER, LLC, has complied with the transfer of beneficial interest under Article [X of the General Partnership Agreement to permitting Plaintiffs SMITH to hold a beneficial interest in Parcel A. 29, On or about April 11, 2021, Defendant SARA ENTNER filed Articles of Organization for Defendant LAZY RIVER INVESTORS, LLC, with the Arizona Corporation Commission, with Plaintiffs SMITH and Defendants S&T ENTNER as member-managers.26 & Bidwedl Law Firm 1915 MoCulloch Blvd., 10 Lake Havasu City ‘Atizona 86403 (928) 855-5115 Fare (928) 855-5211 30. On or about August 20, 2021, Defendant ENTNER, LLC paid $225,000 for the balloon payment of the Promissory Note for Parcel A. 31. However, as of the date of this Complaint, Defendants S&T ENTNER have failed to transfer the Defendant ENTNER, LLC’s fifty percent (50%) interest in the General Partnership to LAZY RIVER INVESTORS, LLC under Article IX of the General Partnership Agreement as Defendants S&T ENTNER agreed to do with Plaintiffs SMITH. 32. In addition, under the General Partnership Agreement, Article VII(c)&(d) require Parcel A to be split equally, with Karen Monroe choosing which half of Parcel A she desires for the Monroe Group. 33. As of the date of this Complaint, Defendant ENTNER, LLC, and Defendant S&T ENTNER have not forced the Monroe Group to split Parcel A into equal shares, nor have they requested Karen Monroe to pick which portion of Parcel A Ms. Monroe desires. 34, Upon Defendant ROBIN MITCHELL becoming a Member of ENTNER, LLC, he began manipulating the percentage ownership interests of Plaintiffs NILE SMITH and SUSAN SMITH. 35. Furthermore, additional properties continue to be constructed, with Defendants ENTNER, LLC and BYE DIRT, LLC without compensation to Plaintiffs NILE SMITH and SUSAN SMITH. 36. On or about May 10, 2022, Defendant SARA ENTNER improperly removed Plaintiffs NILE SMITH and SUSAN SMITH as Members and Managers of& bw Ww Na 26 ob Bidwell Law Firm 1915 McCulloch Btvd., #10 Lake Havasu City ‘Arizona 86403 (928) 855-5115 Fax (928) 855-5211 Defendant ENTNER, LLC, with the Arizona Corporation Commission. See Exhibits Bandc. 37. As of the date of this Complaint, and upon information and belief, all Defendants have conspired to not follow proper company formalities, prevented. access to financial information, and transferred assets for Defendant ENTNER, LLC to Defendant BYE DIRT, LLC and continue to do so. COUNT I BREACH OF CONTRACT & WRONGFUL OUSTER FROM LIMITED LIABILITY COMPANY (Against All Defendants) 38. Plaintiffs NILE SMITH and SUSAN SMITH repeat, reallege and reincorporate Paragraphs 1-37 as if fully restated in Count I. 39. Defendants S&T ENTNER and MITCHELL agreed to operate ENTNER, LLC with Plaintiffs SMITH for the purposes of construction of residential homes in Mohave County, Arizona. 40. At all times, ENTNER, LLC was a duly organized limited liability company under the laws of the state of Arizona. 41. At some time during the year 2022, Defendants S&T ENTNER and MITCHELL entered into a conspiracy for the purpose of removing Plaintiffs SMITH as Members and Managers of ENTNER, LLC. 42. Plaintiffs SMITH had no knowledge as to the conspiracy of Defendants S&T ENTNER AND MITCHELL to remove them, so Plaintiffs SMITH continued to make payments for land surveys for various projects and continued to maintain26 ob Bidwell Law Firm 1915 McCulloch Blvd,, #1 Lake Havasu City ‘Arizona 86403 (928) 855-5115 Fax (928) 855-5211 homeowner’s insurance on 1980 Bluff Circle, Bullhead City, Arizona for the benefit of Defendant ENTNER, LLC. 43, Notice of such a meeting was never provided, nor was an actual meeting ever held for ENTNER, LLC. 44, On May 10, 2022, Defendant SARA ENTNER, filed an amendment to the articles of organization with the Arizona Corporation Commission removing Plaintiffs SMITH from Defendant ENTNER, LLC. See Exhibits B and C. 45. The removal of Plaintiffs SMITH as Members and Managers was a breach of the agreement by all Defendants to act in good faith and fairly deal with Plaintiffs Smith as to the operation of Defendant ENTNER, LLC. 46, The actions by Defendants were wrongful and improper in that Defendants acted wholly or in part for the advancement of their personal interests as distinguished from and in opposition to the interest of the limited liability company as a whole, and thus in violation of their fiduciary duties as Members and Managers of Defendant ENTNER, LLC. 47, The actions by Defendants were wrongful and improper in that Defendants failed to give Plaintiffs SMITH notice of facts of any kind relating to Plaintiffs SMITHS?’ continuity in Defendant ENTNER, LLC, including but not limited to, the fact of meetings held on the subject, as well as, providing an opportunity to vote on any such matters., and thus in violation of their fiduciary duties as Members and Managers of Defendant ENTNER, LLC.26 ch Bidwell Law Firm 1915 McCulloch Blvd, #1 Lake Havasn City Arizona 86403 (928) 855-5115 Fax (928) 855-5211 48. The actions by Defendants were wrongful and improper in that they were taken in part for the benefit of Defendant BYE DIRT, LLC, as the operation and assets of Defendant ENTNER, LLC was almost completely transferred to Defendant BYE DIRT, LLC at the expense of Plaintiffs SMITHS’ interests and in breach of verbal contractual agreements between the Members of Defendant ENTNER, LLC and the fiduciary duties running between Defendants S&T ENTNER, Defendants MITCHELL and Plaintiffs SMITH. 49. The actions of Defendants in expelling Plaintiffs SMITH were wrongful and improper in that the expulsion was done without notice to Plaintiffs SMITH and without just cause, and with refusal to give or discuss any reason for such expulsion. 50, Such actions of Defendants have caused damages in an amount to be proven at trial. . COUNT I BREACH OF CONTRACT (Against Defendants S&T ENTNER; ENTNER, LLC and LAZY RIVER INVESTORS, LLC) 51, Plaintiffs NILE SMITH and SUSAN SMITH repeat, reallege and reincorporate Paragraphs 1-50 as if fully restated in Count IT. 52. Plaintiffs SMITH entered into a verbal agreement with Defendants S&T ENTNER to transfer the interest in Defendant ENTNER, LLC in Parcel A to Defendant LAZY RIVER INVESTORS, LLC. 10YN Dw B&B Ww 26 eb Bidwell J.aw Firm 1915 McCulloch Blvd, #104 Lake Havasu City Arizona 86403 (928) 855-5115 Fax (928) 855-5211 53. Defendants have failed and upon information and belief, refused to transfer the interests in accordance with the General Partnership Agreement with the Monroe Group. 54. In addition, Defendants SARA ENTNER wrongfully removed Plaintiffs SMITH as Members and Managers of ENTNER, LLC. 55. As result, Plaintiffs SMITH have no recourse regarding the security of their one-half interest of Defendant ENTNER’s one-half interest in Parcel A. 56. Plaintiffs SMITH have been damaged in the amount to be determined at trial for their interest in Parcel A. COUNT OT FRAUDULENT TRANSFERS, CONSTRUCTIVE TRUST AND ACCOUNTING (Against all Defendants) 57. Plaintiffs NILE SMITH and SUSAN SMITH repeat, reaflege and reincorporate Paragraphs 1-56 as if fully restated in Count II. 58. Plaintiffs SMITH and Defendants S&T ENTNER along with Defendants MITCHELL are Member-Managers of ENTNER, LLC. 59, | ENTNER, LLC, engages in the business of purchasing vacant lots and building residential homes. 60. The agreement between the Members of Defendant ENTNER, LLC was that the Members would share in the profits and losses of Defendant ENTNER, LLC in accordance with their respective Membership Interests. ilNY Dw B ww WN 26 ob Bidwell Law Fion 1915 McCulloch Blvd., #10 Lake Havasu City ‘Arizona 86403 (028) 855-5113 Pax (028) 855-5211 61. Upon information and belief, prior to and subsequent to May 10, 2022, Defendants MITCHELL and S&T ENTNER, on several occasions transferred, assigned and diverted to Defendant BYE DIRT, LLC, certain assets and property of Defendant ENTNER, LLC, including, but not limited to: a) 1632 Shamrock Road, Bullhead City, Arizona; otherwise known as Mohave County APN 214-20-024; b) 1638 Shamrock Road, Bullhead City, Arizona; otherwise known as Mohave County APN 214-20-023; c) Tract 4020 Chaparral Terrace Parcel G, otherwise known as Mohave County APN 220-33-321G; d) 1480 Bluffs Circle, Bullhead City, Arizona, otherwise known as Mohave County APN 220-20-094; and e) 13 Torrey Pines Drive South, Fort Mohave, Arizona, otherwise known as Mohave County APN 225-66-092; f) 16 Cypress Point Drive North, Fort Mohave, Arizona, otherwise known as Mohave County APN 225-66-035; and g) 14 Cypress Point Drive North, Fort Mohave, Arizona, otherwise known as Mohave County APN 225-66-036. 62. All the transfers, assignments and diversions to Defendant BYE DIRT, LLC, were without the knowledge or consent of Plaintiffs SMITH. 1226 ob Bidwell Law Finn 1915 McCulloch Bivd., #1 Lake Havasu City Arizona 86403, (928) 855-5115 Fax (928) 855-52L] 63. Defendant ENTNER, LLC, knew or should have known that the assets and property belonged to all the Members of ENTNER, LLC, including Plaintiffs Smith. 64. Upon information and belief, Plaintiffs SMITH allege the assets and property so transferred, assigned and diverted by Defendants S&T ENTNER and MITCHELL to Defendant BYE DIRT, LLC, exceed their respective Membership interests in Defendant ENTNER, LLC. 65. Plaintiffs SMITH on and before May 26, 2022 demanded that Defendants S&T ENTNER, MITCHELL and ENTNER, LLC, account for ali transactions involving Defendant ENTNER, LLC. 66. Plaintiffs SMITH also demanded that Defendants, and each of them, account for and to pay to Plaintiffs SMITH their fair share of the assets so diverted to Defendant BYE DIRT, LLC, all of which has been refused by Defendants S&T ENTNER, MITCHELL and ENTNER, LLC, 67. Plaintiffs SMITH are unable to determine the exact amount of the assets and property diverted from Defendant ENTNER, LLC, by Defendants S&T ENTNER and MITCHELL without an accounting. 68. By reason of the above, Defendants hold all of the assets transferred, assigned and diverted in a constructive trust for the benefit of Plaintiffs SMITH. Wherefore, Plaintiffs SMITH demand judgment and further relief as follows: 1326 ob Bidwell Law Firm 1915 McCulloch Blvd, #10: Lake Havasu City Arizona 86403, (928) 855-5115 Fax (928) 855-5211 A) Ordering an accounting of all dealings and transactions between Defendants S&T ENTNER and MITCHELL and Defendant BYE DIRT, LLC from the date of organization of Defendant ENTNER, LLC; B) Voiding all assignments, transfers and diversions of Defendant ENTNER, LLC’s assets and property to all Defendants; C) Ordering the sale of all of Defendant ENTNER, LLC’s assets and property, the payment of all debts and liabilities, and a division of any surplus between Plaintiffs SMITH and Defendants S&T ENTNER and MITCHELL according to their respective interests, except for Parcel A; D) Awarding Plaintiffs SMITH their one-half of Defendant ENTNER LLC’s one-half interest of Parcel A; E) For compensatory damages to be awarded to Plaintiffs SMITH; F) For punitive damages to be awarded to Plaintiffs SMITH; G) For Plaintiffs SMITHS’ reasonable attorneys’ fees in accordance with ARS, 12-341.01; H) For Plaintiffs SMITH’s taxable costs in accordance with 12-341; T) For such other and further relief as this Court may deem just and appropriate. 14oN DN 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 eb Bidwell Law Firm 1915 McCulloch Blvd, #1 Lake Havasu City ‘Arizona 36403 (928) 855-5115 Fax (928) 855-5211 RESPECTFULLY SUBMITTED this at of January, 2023. BIDWELL LAW FIRM, PLLC 1915 McCulloch Boulevard, N., Suite 104 Lake Havasu City, AZ 86403 BE” A Att of Plaintiffs 1526 ch Bidwell Law Fim 1915 McCullech Blvd, #1 Lake Havasu Clty, Arizona 86403 (928) 855-5115 Fax (928) 855-5211 VERIFICATION I, NILE SMITH, state that I am the Plaintiff in the above-entitled matter, that I have read the foregoing Complaint and know the contents thereof: that the statements made therein are true and correct to the best of my knowledge and belief except as to those matters stated therein based on information and belief and as to such matters, I believe them to be true. I declare under penalty of perjury the foregoing is true and correct, DATED this B day of January, 2023. NILE SMITH 161935 McCulloch Bivd,, #104 26 eb Bidwell Law Firm Lake Havasu City Arizona 86403 (928) 855-5115 Fex (928) 855-5211 VERIFICATION J, SUSAN SMITH, state that I am the Plaintiff in the above-entitled matter; that I have read the foregoing Complaint and know the contents thereof; that the statements made therein are truc and correct to the best of my knowledge and belief except as to those matters stated therein based on information and belief and as . to such matters, I believe them to be true. I declare under penalty of perjury the foregoing is true and correct. DATED this 7th day of Jatmary, 2023. <<: SUSAN SMITH 17Exhibit AWHEN RECORDED RETURN TO: T'shura-Ann Elias LUNDBERG & ELIAS, PLLC 3640 Highway 95, Suite 140 Bullhead City, Arizona 86442 DEED OF TRUST ASSIGNMENT OF RENTS AND SECURITY AGREEMENT DATE: May 15, 2020 TRUSTORS: Entner, LLC, Karen Monroe and Jeffrey Smith, husband and wife, Barbara F. Monroe, Carl F. Monroe TRUSTORS’ MAILING ADDRESS: c/o 1840 Highway 95, Suite 1 Bullhead City, AZ 86442 BENEFICIARY: Robert G. McBride BENEFICIARY'S MAILING ADDRESS: — 33 Algonquin Street Portsmouth, Virginia 23707 TRUSTEE: Pioneer Title Agency, Inc. TRUSTEE’'S MAILING ADDRESS: PO Box 1900 Sierra Vista, Arizona 85636 PROPERTY: The Properties consist of real property located in Mohave county, Arizona and more particularly described as follows: See Exhibit “A” attached hereto and by this reference incorporated herein; TOGETHER WITH all rights, privileges, licenses, easements and other appurtenances relating or incident to the ownership thereof (including, without limitation, all grazing, range, farming, mineral, water and well rights and appurtenant equipment and facilities, whether grandfathered or otherwise), all buildings, fixtures and other structures now situated or hereafter constructed thereon, all equipment, fumishings and other items of personal property (whether tangible or intangible) now or hereafter used in connection therewith, all leases, warranties and permits relating thereto and the rents, security deposits and other revenues received or receivable in connection therewith and the reversion and reversions and remainder and remainders thereof (collectively, the "Property").This Deed of Trust Assignment of Leases and Rents and Security Agreement (this "Deed of Trust") made on the above date between Trustor, Trustee and Beneficiary above named, WITNESSETH: That, for good and valuable consideration, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee in Trust, with Power of Sale, the above-described Property, together with the leases, rents, issues, profits and income thereof (hereinafter, collectively called "Property Income"); SUBJECT, HOWEVER, to the right, power and authority herein below given to and conferred upon Beneficiary to collect and apply such Property Income; AND ALSO SUBJECT TO existing taxes, assessments, liens, encumbrances, covenants, conditions, restrictions, rights of way and easements of record; FOR THE PURPOSES OF SECURING: A. Payment of the indebtedness evidenced by and in accordance with the terms and conditions of that certain Promissory Note dated May 15, 2020, in the original principal sum of $225,000.00, made by Trustor in favor of Beneficiary or order, together with interest, all sums required to be paid by Trustor and/or advanced or expended by Beneficiary or Trustee pursuant to the provisions hereof, and interest on all of the foregoing; and TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: 1. To pay when due all claims for labor performed and materials furnished in connection therewith; to comply with all laws affecting said Property or requiring any alterations or improvements to be made thereon; not to commit or knowingly permit any waste thereof; not to commit, knowingly suffer or knowingly permit any act upon said Property in violation of law; and to do all other acts which from the character or use of said Property may be reasonably necessary, the specific enumerations herein not excluding the general. 2. To appear in and defend any action or proceeding not brought by Beneficiary or Trustee purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all reasonable costs and expenses of Beneficiary and Trustee, including costs of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear or be named and, provided Beneficiary or Trustee is the prevailing party, also in any suit brought by Beneficiary or Trustee to foreclose, enforce or interpret this Deed of Trust. 3. To pay: before delinquent, all taxes and assessments affecting said Property; as and when due, all encumbrances, liens and charges on said Property or any part thereof which appear to be prior or superior hereto; within ten (10) Business Days following written demand therefore, all costs, fees and expenses of this Trust, including, without limiting the generality of the foregoing, the fees of Trustee for issuance of any Deed of Partial Release and Partial Reconveyance or Deed of Release and Full Reconveyance; and when billed, all lawful charges, costs and expenses in the event of reinstatement of, following default in, this Deed of Trust or the obligations secured hereby.Should Trustor fail to make any payment or to do any act as herein provided, and the same remains uncorrected beyond the applicable periods of notice and cure (if any) set forth herein or in the Settlement Agreement and/or Promissory Note secured hereby, then Beneficiary, but without obligation so to do and without further notice to or demand upon Trustor and without releasing Trustor from any obligation hereunder, may: make or do the same in such manner and to such extent as it reasonably may deem necessary to protect the security hereof, Beneficiary being authorized to enter upon said Property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary; pay, purchase, contest or compromise any encumbrance, charge or lien which in its reasonable judgment appears to be prior or superior hereto; and, in exercising any such powers, incur necessary expenses, employ counsel and pay its reasonable fees. 4, To pay within ten (10) Business Days following written demand therefore all reasonable sums expended by Beneficiary pursuant to the provisions hercof, together with interest from the date of expenditure at the same rate as is provided for in the Settlement Agreement and/or Promissory Note secured by this Deed of Trust. Any amounts so paid by Beneficiary shall become part of the debt secured by this Deed of Trust and a lien on the Property until paid. ITIS MUTUALLY AGREED: 5. That any award of damages in connection with any condemnation or taking of, or for injury to, the Property by reason of public use, or for damages for private trespass or injury thereto, is assigned and shall be paid to Beneficiary as further security for all obligations secured hereby (reserving unto Trustor, however, the right to sue therefore and the ownership thereof subject to this Deed of Trust), and upon receipt of such moneys Beneficiary shall apply said amount against the indebtedness. 6. That time is of the essence of this Deed of Trust, and that by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right to require prompt payment when due of all other sums so secured. he That at any time or from time to time, and without notice, upon written request of Beneficiary and presentation of this Deed of Trust, and without liability therefore, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, and without affecting the security hereof for the full amount secured hereby on all property remaining subject hereto, and without the necessity that any sum representing the value of all or any portion of the property affected by Trustee's action be credited on the indebtedness, Trustee shall release and reconvey all or any part of said Property. 8 That whenever all sums secured hereby have been paid, and upon payment of its fees, Trustee shall release and reconvey, without covenant or warranty, express or implied, the portion of the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto."9 Subject to the provisions of Paragraph 15 below, upon default by Trustor in the payment of any indebtedness secured hereby or in the substantial performance of any of its other agreements contained herein or in the Fee Agreement or the Promissory Note secured hereby, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustor and Trustee of written notice thereof, which notice also shall set forth the nature thereof and may contain Beneficiary's election to cause to be sold said Property under this Deed of Trust. Beneficiary also shall deposit with Trustee this Deed of Trust, said Settlement Agreement, the Promissory Note and all documents evidencing expenditures secured hereby. Thereafter, if Beneficiary shall have exercised its election as above provided, Trustee shal! record, deliver, post and publish a Notice of Trustee's Sale and shall sell said Property at public auction, all in the manner required by law. Any persons, including Trustor, Trustee or Beneficiary, may purchase at such sale, and upon the conclusion thereof Trustee shall deliver to the purchaser its Deed conveying the property so sold, but without any covenant or warranty, expressed or implied, Trustor requests that a copy of any Notice of Trustee's Sale hereunder be mailed to it at its address first above set forth. After deducting all reasonable costs, fees and expenses of Trustee and of this Trust, including costs of evidence of title in connection with sale and reasonable attorney's fees, Trustee shall apply the proceeds of sale in the manner provided by law. To the extent permitted by law and not otherwise provided for herein, an action may be maintained by Beneficiary to recover a deficiency judgment for any balance due thereunder. In lieu of sale pursuant to the power of sale conferred hereby, this Deed of Trust may be foreclosed in the same manner provided by law for the foreclosure of mortgages on real property. Beneficiary shall also have all other rights and remedies available to it hereunder and at law or in equity. All rights and remedies shall be cumulative and may be exercised singularly, consecutively or concurrently with any other(s). 10. That Trustee may resign by mailing or delivering notice thereof to Beneficiary and Trustor. Beneficiary also may remove Trustee and appoint a successor Trustee in the manner prescribed by law. A successor Trustee shall, without conveyance from the predecessor Trustee, succeed to all of the predecessor's title, estate, rights, powers and duties, 11. That this Deed of Trust applies to, inures to the benefit of and binds all parties hereto and their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder of the rights to payment under the Settlement Agreement and/or the Promissory Note secured hereby, whether or not named as Beneficiary herein, In this Deed of Trust, whenever the context so requires, any gender shall include the others and the singular number shall include the plural and vice-versa. Capitalized terms appearing but not defined herein shall have the meanings ascribed to them in the Settlement Agreement and Promissory Note secured hereby. In the event of any conflict, ambiguity or inconsistency between the provisions of this Deed of Trust and those found in the Promissory Note, the latter shall be controlling. 12. That Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify anyparty hereto of pending sale under any other Deed of Trust or of any action or proceeding in which ‘Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. 13. That the trust relationship created by this Deed of Trust is limited solely to the creation and enforcement of a security interest in the Property and all of Trustee's duties, whether fiduciary or otherwise, are strictly limited to those duties imposed by this instrument and none others. 14. That notwithstanding anything to the contrary contained in the Fee Agreement or Promissory Note secured hereby or in this Deed of Trust, no failure by Trustor to pay any amount or perform any obligation required of it shall constitute a default or entitle Beneficiary to exercise any tights or remedies on account thereof unless the same shall continue uncured for fifteen (15) Business Days following receipt by Trustor of written notice thereof given by Beneficiary or, in the case of non-monetary failures, unless Trustor shall fail to commence corrective action within thirty (30) calendar days following receipt of written notice thereof given by Beneficiary, diligently proceed to completion with its curative efforts, or effect a final cure within one hundred eighty (180) calendar days after receipt of Beneficiary's written notice. 15. That notwithstanding anything to the contrary contained in this Deed of Trust or in the Fee Agreement or Promissory Note secured hereby, no notice shall be deemed effective for the purpose for which intended unless it is in writing, addressed to the intended recipient thereof at its address set forth on the first page hereof, and given either by hand-delivery, confirmed facsimile transmission, recognized independent overnight courier service or certified U.S. mail, return receipt requested. If so given, such notices or other communications conclusively shall be deemed to have been received on the third (3rd) Business Day after the date of deposit in the United States mail, or the next Business Day after deposit with such recognized independent overnight courier service or, if personally delivered or sent by facsimile transmission, on the date of actual receipt. Refusal to accept delivery or to sign a receipt, or any inability to obtain a receipt because of a changed address of which the intended recipient, by like method, did not previously advise the sender, shall constitute actual receipt. Trustee shall forward all notices and other correspondence delivered to it within two (2) Business Days after receipt. 16. That this Deed of Trust shall be governed by and construed according to the laws of the State of Arizona applicable to agreements made and to be performed wholly therein. 17. That this instrument and Fee Agreement and Promissory Note which it secures _ constitute the complete and entire agreement among the parties hereto relating to the subject matter hereof (all other promises and understandings, whether express or implied, having been superseded hereby or merged herein). 18, That no additions, deletions, amendments, waivers or other modifications hereof shall be made or deemed to have been made unless in a writing executed by the party sought to be charged thereby. Any waiver given as above provided shall apply to the particular instance and at the particular time only, and no waiver shall be deemed a continuing one or as applying to any other provision hereof or breach thereof or breach of the same provision occurring at any earlier or subsequent point in time or of any available power, right or remedy. No single or partial exerciseof any right, remedy or power shall preclude any further exercise thereof or the exercise of any other permitted right, remedy or power. IN WITNESS WHEREOF, Trustor has caused this Deed of Trust to be duly executed and delivered as of the day and year first set forth above. Trustor: ENTNER, LLC By: Sara Entner, Managing Member ENTNER, LLC By: Timothy Entner, Managing Member dhb yeh GD “paz RO YVapye Awe? Barbara F, Monroeof any right, remedy or power shall preclude any further exercise thereof or the exercise of any other permitted right, remedy or power. IN WITNESS WHEREOF, Trustor has caused this Deed of Trust to be duly executed and delivered as of the day and year first set forth above. Trustor: ENTNER, LLC By: Sara Entner, Managing Member ENTNER, LLC By: Timothy Entner, Managing Member Kaw Moyer Karen Monroe Jeffrey R, Smith Carl Foster Barbara F. MonroeAcknowledgment on Following Page STATE OF ARIZONA ) )ss County of Mohave ) On this Aeday of May 2020, before me personally appeared Sara Entner whose identity was proved to me on this basis of satisfactory evidence to be the person whose name is subscribed to this document, and who acknowledged that she signed the above document. (SEAL) Notary Public ‘TIANA HUNTER Notary Pubic - Arizona } ‘Mohave County ey Commision #501337 1 My Comm. Expires Apr 16, 2024 STATE OF ARIZONA ) County of Mohave _ On this ph day of May 2020, before me personally appeared Timothy Entner whose identity was proved to me on this basis of satisfactory evidence to be the person whose name is subscribed 10 this document, and who acknowledged that he signed the above document. Ayes Ess (SEAL) | von tnatunmen Notary Public ‘Mohave County Commission # 581337 oy Comm. Explres Apr 16, 2024 STATE OF ARIZONA ) County of Mohave ) On this yar day of May 2020, before me personally appeared Karen Monroe whose identity was proved to me on this basis of satisfactory evidence to be the person whose name is subscribed to this document, and who acknowledged that she signed the above document. age plus (SEAL), Notary Public TIANA HUKTER: Notary Public - Arizons ‘Mohave County Commisslon # 581337 7 My Comm. Expires Apr 16, 2024STATE OF New Uk ) ) County of Steuben ) . On this uy Waay of May 2020, before me personally appeared Jeffrey R. Smith whose identity was proved to me on this basis of satisfactory evidence to be the person whose name is subscribed to this document, and who acknowledged that he signed the above document. (SEAL) Notary Public BROCK TARR NOTARY PUBLIC-STATE OF NEW YORK STATE OF Neo ule } No. 01TAG396460 ss Qualified in Steuben County County of ‘Stviae J My Commission Expires 07-29-2023 On this ath day of May 2020, before me personally appeared Barbara F. Monroe whose identity was proved to me on this basis of satisfactory evidence to be the person whose name is subscribed to this document, and who acknowledged that he signed the above document. phi (SEAL) Notary Public BROCK TARR . NOTARY PUBLIC-STATE OF NEW YORK STATEOF New Yuk ) No. O1TAGSO5450 )ss Qualified in Steuben County County of. Sea oer ) My Commission Expires 07-29-2023 On this wt day of May 2020, before me personally appeared Carl F. Foster whose identity was proved to me on this basis of satisfactory evidence to be the person whose name is subscribed to this document, and who acknowledged that he signed the above document. XN (SEAL) Notary Public _ BROCK TARR NOTARY PUBLIC-STATE OF NEW YORK No. 01TA6306450 Qualified in Steuben County My Commission Expires 07-29-2023 Eotis Exhibit "A" A parcel of land located Westerly of Dike Road and Easterly of the normal high water line for the Colorado River, being a portion of the South half of the Southwest quarter of Section 28, Township 9 North, Range 23 East of the San Bernardino Base and Meridian, Mohave County, Arizona, more particularly described as follows: Beginning at the Southwest corner of Section 28; thence along the West line of said Section 28, North a distance of 1320.00 feet to the North fine of the South half of the Southwest quarter of said Section 28; thence North 89 degrees 57 minute 45 seconds East along the North line of the South half of the Southwest quarter a distance of 443.62 feet to a point on the Easterly mark of the Colorado River, said point being the True Point of Beginning and the normal high water mark; thence continuing North 89 degrees 57 minutes 45 seconds East along the North line of the South half of the Southwest quarter of Section 28, a distance of 399.26 feet to a point on the Westerly edge of Dike Road, said point being on the boundary of the abandoned channel! per dependent resurvey of Township 17 North, Range 22 West of the Gila and Salt River Band and Meridian, Mohave County, Arizona (BLM 9-16-1982); thence Southeasterly along the Westerly edge of Dike Road and the abandoned channel boundary, South 37 degrees 42minutes 41 seconds East a distance of 613.16 feet; thence continuing along the Westerly edge of Dike Road and departing the left bank of the abandoned Channel South 37degrees 42 minutes 41 second East a distance of 989.26 feet; thence continuing along the Westerly edge of Dike Road South 33 degrees 19 minutes 19 second East a distance of 63.39feet to a point on the South line of Section 28;thence South 89 degrees 57 minutes 45 seconds West along the South line of said Section 28 a distance of 336.73 feet toa point on the high water line of the East bank of the Colorado River; thence Northwesterly along the normal high water line for the West bank of the Colorado River the following nine courses; thence North 37 degrees 51 minutes 55 seconds West a distance of 281.12 feet; thence North 37 degrees 24 minutes 37 second West a distance of 113.47 feet, thence North 39 degrees 02 minutes 11 seconds West a distance of 293.26 feet; thence North 40 degrees 35 minutes 05 seconds West a distance of 139.56 feet; thence North 39 degrees 33 minutes 10 second West a distance of 152.72 feet;thence North 39 degrees 41 minutes 15 seconds West a distance of 210.31 feet; thence North 35 degrees 21 minutes 28 seconds West a distance of 211.59 feet; thence North 44 degrees 08 minutes 33 seconds West a distance of 154.30 feet; thence North 42 degrees 20 minutes 29 seconds West a distance of 149.63 feet to the True Point of Beginning for Parcel A; Excepting any and all right, title and interest of the State of Arizona below the line of natural ordinary high water of the Colorado River and also excepting any and all artificial accretions to said land waterward of said line of ordinary high water. 10 EETGENERAL PARTNERSHIP AGREEMENT This General Partnership Agreement is made and entered into as of this day of May, 2020, by and among Karen Monroe, Jeffrey R. Smith, Carl Foster, Barbara M. Monroe and Enter, LLC, collectively referred to herein as the "Partners", The Partners hereby form a general partnership (hereinafter "Partnership") under the laws of the State of Arizona and hereby agree to operate the Partnership pursuant to the terms and provisions hereinafter set forth. I. Place of Business. The location of the principal place of business of the Partnership shall be c/o 1840 Highway 95, Suite 1, Bullhead City, Arizona 86442, and the place where the records of the Partnership shall be kept, shall be 1840 Highway 95, Suite 1, Bullhead City, Arizona 86442 or such other place as may from time to time be designated by a "Majority of the Partners" (as defined below). Il. Purpose. The purpose of the Partnership shall be to engage in the following business activities: to purchase the real property known as “Parcel A” located in Mohave County, Arizona pursuant to the terms of set forth in the Purchase Contract attached hereto as Exhibit “A”, and such other activities as may be agreed upon unanimously by the parties from time to time. IM1.Term. The term of the Partnership shall commence on the date hereof and shall continue until terminated in accordance with this Agreement or as otherwise provided by law. IV. Recording of Certificates. The Partners shall acknowledge and cause to be filed in the Office of the Recorder of Mohave County, Arizona, and with such other authorities in such other jurisdictions as may be required, such certificates of fictitious name and other filings as may be necessary or appropriate from time to time. V. Contributions to Partnership. (a) Karen Monroe, Jeffrey R, Smith, Carl Foster, and Barbara M. Monroe shall contribute to partnership TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000.00) which shall be used towards the purchase price of Parcel A. (b) Enter, LLC shall contribute to the partnership the balance of the purchase price for Parcel A as follows: (1) Enter, LLC will pay interest-only payments to the Seiler of Parcel A in theamount of ONE THOUSAND ONE HUNDRED AND TWENTY-FIVE DOLLARS ($1,125.00) on the 15" of every month beginning on June 15, 2020 for a period of two (2) years; (2) Enter, LLC will pay the balloon payment of the principal in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000.00) within two (2) years from June 15, 2020. VI. Rights, Powers and Liabilities of the Partners, (a) Management of Partnership Business, Subject to any provision hereof specifically requiring unanimous consent of the Partners to any matter, the authority and responsibility for management of the business of the Partnership shall be vested in a "Majority of the Partners." As used herein, a "Majority of the Partners" means any one or more Partners whose aggregate Capital Accounts (as of the date of the decision in question) exceed 50% of the aggregate Capital Accounts of all of the Partners. The Capital Account of a withdrawn, deceased, incompetent, bankrupt or dissolved Partner (or Partner who has otherwise ceased to exist as‘a legal entity), or a Partner in default of its obligations to make Capital Contributions shall not be considered in the determination of a Majority of the Partners, (b) Partnership Decisions Requiring Unanimous Consent, Notwithstanding any other provision hereof, a decision on any of the following matters affecting the Partnership shall require the unanimous approval of all the Partners, which approval a Partner may give or withhold in such Partner's sole and absolute discretion: {i) Amendment of this Agreement; (ii) Any sale or other disposition of substantially al} of the assets of the Partnership or disposition of the goodwill of the Partnership's business; (iti)Borrowings by the Partnership in excess of $1,000.00 in the aggregate; (iv)Any assignment of the property of the Partnership in trust for creditors or on the assignee's promise to pay the debts of the Partnership; (v) Any act which would make it impossible to carry on the ordinary business of the Partnership; or (vi)Any confession of a judgment or submission of a Partnership claim or liability to arbitration or reference. VII. Income, Gain, Losses and Distributions, All Partnership property, income, gain and credits shall be allocated to the Partners according to the following: (a) Karen Monroe, Jeffrey R. Smith, Carl Foster and Barbara M. Monroe shallreceive fifty percent (50%) of all partnership property, income, gain and credits received by the Partnership; (b) Enter, LLC shall receive fifty percent (50%) of all partnership property, income, gain and credits received by the Partnership; (©) The Parties agree that Parcel A shall be split according the allocation of the Parties’ respective interests as described in Paragraphs (A) and (B) above; @d) The Parties agree that Karen Monroe shall choose which square footage of Parce! A she wants once split; (e) The Partners agree that should Enter, LLC fail to make the monthly payments and the balloon payment for the purchase of Parcel A, Karen Monroe will ensure these payments are made according to the terms of the Purchase Agreement, and related notes and deeds of trust. The Parties further agree that should Enter, LLC fails to make the monthly payments and the balloon payments as described in this Agreement, Enter, LLC agrees to transfer all its interest in Parcel A to Karen Monroe. All losses shall be allocated to the Partners and will be split equally by and between the Partners. VIL. Books, Records, Accounting, Reports and Certain Tax Matters. (a) Fiscal Year, The fiscal year of the Partnership shall be the calendar year. (b) Books of Account. The Partnership shall keep proper and complete books of account adequate for its purposes, The books of account shall be maintained at its principal place of business and shall be open to inspection and copying by any of the Partners or by their authorized representatives at any reasonable time during business hours, (c) Basis of Accounting. The Partnership books shall be kept on a cash basis. (a) Bank Accounts. All funds of the Partnership are to be deposited in the Partnership's name in such bank account or money market account or accounts as may be designated by a Majority of the Partners, and may be withdrawn therefrom on the signature of any person authorized by a Majority of the Partners. (e} Annual Reports, Within seventy-five (75) days after the close of the Partnership's fiscal year, there shall be prepared and mailed, at the direction of a Majority of the Partners, to each Partner a copy of the Internal Revenue Service Form K-1 as attached to the federal partnership