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HomeMy Public PortalAboutTBP 2011-07-06 BOARD OF TRUSTEES REGULAR MEETING AGENDA WEDNESDAY,JULY 6,2011 FRASER TOWN HALL Members of the Board may have dinner together @ 5:30 p.m. -Fraser Town Hall 1.Workshop 6:00 2. Regular Meeting - 7:00Roll Call 3.Approval of Agenda 4.Consent Agenda a)Minutes –June 15, 2011 b)Ordinance 382Rezoning to Planned Development District c)Ordinance 383 Fee Amendments 5.Open Forum a)Business not on the agenda 6.Updates 7.Public Hearing a)U9200 Entertainment TavernLiquor License 8.Discussion and Possible Action Regarding a)U9200 Entertainment Tavern Liquor License b)Fraser Visitor Center c)Zoning Board of Adjustment Appointments 9.Community Reports 10.Staff Reports 11.Other Business Upcoming Meetings: Wed.July 20, 2011Board of Trustees Wed.July 27,2011Planning Commission Posted June 30, 2011 Lu Berger Ô« Þ»®¹»®ô ̱©² Ý´»®µ Town Board Briefing July 6, 2011 The Town Board meeting will begin at 7pm. The consent agenda includes the rezoning ordinance from the last meeting, and ordinance amending fees to remove the electrical inspection fees as this service is now provided by the State of Colorado, and a resolution wrapping up the Sewer Main Rehabilitation Project. We have a public hearing for a new Tavern Liquor License for Grand Park Bowl and Cinema. The Town Attorney will be present to help facilitate the hearing. st Destinations West has completed a reorganization of the company and as of July 1will be transitioning out of the Fraser Visitor Center. We are working on a new Request for Proposals (RFPs) for the facility and would like to discuss this with the Town Boardprior to distribution of the RFPs. Finally, enclosed in the packet are letters of interest from the individuals who are interested in being appointed to the Zoning Board of Adjustment. We currently have five positions for appointment. As always, feelfree to contact me if you have any questions or need any additional information. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491fax 970-726-5518 www.frasercolorado.com FRASER BOARD OF TRUSTEES MINUTES DATE: Wednesday,June 15, 2011 MEETING: Board of Trustees Regular Meeting PLACE: Fraser Town Hall Board Room PRESENT Board: Mayor Fran Cook; Mayor Pro-Tem Steve Sumrall; Trustees: Peggy Smith, Vesta Shapiro,Scotty Brent, Joyce Burford and Eric Hoyhtya Staff: Town Manager Jeff Durbin;Town Clerk, Lu Berger; Finance Manager Nat Havens;Public Works Director Allen Nordin; Town Planner, Catherine Trotter; Police Chief, Glen Trainor Others: See attached list Mayor Cook called the meeting to order at 6:05 p.m. 1.Regular Meeting: Roll Call 2.Approval of Agenda: motion Trustee Sumrall moved, and Trustee Shapiro seconded the to approve the Motion carried: 7-0. Agenda. 3.Executive Session: For a conference with the Town’s Attorneyfor the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24-6-402(4)(b) and for the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e) regarding sewer line sharing agreements. motion Trustee Shapiro moved, and TrusteeBurford seconded the to openthe Executive Session for a conference with the Town’s Attorneyfor the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24-6-402(4)(b) and for the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e) regarding an annexation agreementand to include TA McGowan, PW Motion carried: 7-0. Nordin and TM Durbin. Trustee Brent left the meeting. motion Trustee Shapiro moved, and TrusteeBurford seconded the to closethe Executive Session regarding a conference with the Town’s Attorneyfor the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24-6-402(4)(b) and for the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under Motion carried: 6-0. C.R.S. Section 24-6-402(4)(e) regarding an annexation agreement. Page 2of 4 Attorney’s Opinion Required by C.R.S. 24-6-402(2)(d.5)(II)(B). As the attorney representing the Town of Fraser, I am of the opinion that the entire Executive Session, which was not recorded, constituted a privileged attorney-client communication. Rod McGowan, Legal Counsel 4.Consent Agenda: a)Minutes –June 6, 2011 motion Trustee Burford moved, and Trustee Shapiro seconded the to approve the Motion carried: 6-0. consent agenda. 5.Signing Ceremony - Execution of the Memorandum of Understanding with the Chamber of Commerce, Chamber President Lance Gutersohn, Chamber Director Catherine Ross and Chamber Board Member Chaz McConnell attended the signing of the MOU. 6.Open Forum: 7.Updates: a)Headwaters Trail Alliance–KaysaWiberg-Anderson briefed the Board on the projects HTA has been working on and projects in the works. Kaysa will be leaving HTA, a replacement representing Fraser will need to be found. b)Business Without Borders -“Keep the Bucks in Grand County” Program– Francie DeVos & Debbie Harris thanked theBoard for the Town’s support of their “buy local”program. 8.Public Hearings: a)Planned Development District Plan and Final Plan/Development PermitThe Village at Grand Park Lot 12A b)Utility Easement Vacation Lot 12A, The Village at Grand Park We receivedthe following applications from Grand Park Development LLC: Planned Development District & Final Plan/Development Permit Grand Park Utility Easement Vacation Final Plat Phasing Plan, The Village at Grand Park –Filing 2 Final Plat The Village at Grand Park –Filing 2, Lot 12A & Tract D The applicant is requesting a rezoning of a 40,200 SF (approximately .92 acre) parcel of land. The parcel of land is currently zoned Business. The property is adjacent to Pine Tree Plaza in the Town of Winter Park on the south, surrounded on the west andnorth by the Grand Park PDD and US40 on the east. The applicant is seeking approval to rezone this property from Business to Planned Development District. Page 3of 4 Dick Norman, representing Pine Tree Plaza Homeowners Association voiced the Association’s approval of the project. Jon DeVos, speaking for the Bowler’s Association spoke in favor of the development. Trustee Hoyhtya read a letter from the Town of Winter Park into the record. Trustee Hoyhtya moved and Trustee Shapiro seconded the motion to open the Public Hearing on the Planned Development District Plan and Final Plan/Development Permit The Village at Grand Park Lot 12Aand the Utility Easement Vacation Lot 12A, The Motion carried: 6-0 Village at Grand Park. Trustee Sumrall moved and Trustee Hoyhtya seconded the motion to close the Public Hearing on the Planned Development District Plan and Final Plan/Development Permit The Village at Grand Park Lot 12Aand the Utility Easement Vacation Lot 12A, The Motion carried: -0 Village at Grand Park. 9.Discussion and Possible Action Regarding: a)Resolution 2011-06-02 Planned Development District Plan and Final Plan/Development Permit The Village at Grand Park Lot 12A motion Trustee Hoyhtya moved, and Trustee Smith seconded the to approveResolution 2011-06-02 Planned Development District Plan and Final Plan/Development Permit. The Motion carried: 6-0. Village at Grand Park Lot 12A. b)Resolution 2011-06-03 Utility Easement Vacation Lot 12A, The Village at Grand Park motion Trustee Burford moved, and Trustee Shapiro seconded the to approve Resolution 2011-06-03 Utility Easement Vacation Lot 12A, The Village at Grand Park. Motion carried: 6-0. c)Resolution 2011-06-04 Minor Plat Amendment Revised Final Plat Phasing Plan, TheVillage at Grand Park-Filing 2 motion Trustee Hoyhtya moved, and Trustee Burford seconded the to approve Resolution 2011-06-04 Minor Plat Amendment Revised Final Plat Phasing Plan, The Motion carried: 6-0. Village at Grand Park-Filing 2. d)Resolution 2011-06-05 Final Plat The Village at Grand Park Filing 2, Lot 12A & Tract D motion Trustee Hoyhtya moved, and Trustee Smith seconded the to approveResolution Motion 2011-06-05 Final Plat The Village at Grand Park Filing 2, Lot 12A & Tract D. carried: 6-0. e)Resolution 2011-06-06 Village Snow Management Agreement–Moved to July 6, 2011. 10.CommunityReports: Page 4of 4 11.Other Business: motionMotion Trustee Hoyhtya moved, and Trustee Shapiro seconded the to adjourn. carried:6-0. Meeting adjourned at 8:30p.m. Lu Berger, Town Clerk TOWN OF FRASER ORDINANCE NO. 382 Series 2011 AN ORDINANCE REZONING CERTAIN PROPERTY IN THE TOWN OF FRASER, COLORADO, OWNED BY GRAND PARK DEVELOPMENT, LLC; AMENDING THE OFFICIAL ZONING MAP;APPROVING A PLANNED DEVELOPMENT DISTRICT PLAN FOR SAID PROPERTY; DECLARING AN EMERGENCY AND PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE OF THIS ORDINANCE. WHEREAS, Grand Park Development LLC, being the sole fee owner of the hereinafter described property, applied to the Town of Fraser for approvalof a Planned Development District Plan ("PDD Plan") for said property and to rezone said property from "B-Business" to "PD-Planned Development"; AND WHEREAS, the application was duly referred to the Fraser Planning Commission which favorably recommendedthe PDD Plan and zoning amendment; AND WHEREAS, a public hearing on such application was held by the Board of Trustees of the Town of Fraser, Colorado, pursuant to notice of said public hearing properly published and mailed to surrounding property owners as required by the MunicipalCode of the Town of Fraser and Sections 24-67-106 and31-23-304, Colorado Revised Statutes, as amended; AND WHEREAS, the Board of Trustees hereby finds that the proposed PDD Plan for said property is consistent with the efficient development and preservation of the entire planned development, does not affect in a substantially adverse manner either the enjoyment of land abutting upon or across a street from the planned development or the public interest, and is not granted solely to confer a special benefit upon any person; AND WHEREAS, the Board of Trustees hereby further finds that the proposed PDD Plan is in the best interest of the Town of Fraser, will promote good design, enhancement of environmental amenities and increased efficiency of public and private services, will ensure integrated planning goals and objectives of the Master Plan or Comprehensive Plan while allowing greater flexibility and innovations in development and site designs than is typically possible under the conventional zone district regulations, and while providing the Town with assurances that the project will retain the character now envisioned; AND WHEREAS, the Board of Trustees hereby further finds that the proposed PDD Plan, while preliminary in nature: -1- (a) Constitutes a unique and truly innovative project which is represented by the developer to be constructed within a reasonable period of time in relation to the projects' size and scope and which will be of economic benefit to the Town of Fraser thereby qualifying the project under this and other criteria for review under the PDD regulations; (b) Provides for and improves existing commercial, residential, industrial and education facilities within the community; (c) Ensures that the provisions of the zoning laws which direct the uniform treatment of dwelling type, bulk, density and open space within other zoning districts will not be applied in a manner which would distort the objectives of the Fraser Zoning Ordinance; (d) Allows innovations in residential and commercial development and renewal so that the growing demands of the population may be met by greater variety and types, design and layout of buildings and the conservation and more efficient use of open space ancillary to saidbuildings; (e) Allows an efficient use of land and of public and private services to reflect changes in the technology of land development so that resulting economies may inure to the benefit of the community as a whole; (f) Reduces energy consumption and demand; (g) Lessens the burden of traffic on streets and highways by encouraging land uses which decrease trip length and encourage the use of public transit; (h) Conserves the value of the land and preserves environmental quality; (i) Provides a technique of development which can relate the type, design and layout of residential and commercial development to the particular site, thereby encouraging preservation of the site's natural characteristics; (j) Encourages integrated community planning and development in order to achieve the above purposes; AND WHEREAS, the Board of Trustees hereby further finds that the proposed PDD Planand rezoning of the property arein substantial conformance with the Comprehensive Plan (also sometimes known as the Master Plan) of theTown of Fraser, as amended; -2- AND WHEREAS, it appearing to the Board of Trustees that it would be in the best interests of the Town of Fraser to approve said PDD Plan and the rezoning of the property as in this Ordinance provided. THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO, THAT: SECTION 1: Pursuant to The Code of the Town of Fraser, Colorado, the Board of Trustees hereby approves the rezoning request, and the following property located in the Town of Fraser, Colorado, shall be rezoned from "B -Business"to "PD-Planned Development", with the further designation as "PDD #2", in accordance with the provisions of the approved PDD Plan referred to in Section 3 of this Ordinance": A parcelof land lying In Section 28, Township 1 South, Range 75 West of the 6th P.M. being more particularly described as follows: Beginning at the Center 1/16 corner of the Southwest 1/4 of Section 28, Township 1 South, Range 75 West of the 6th P.M., whence theWest Center 1/16 corner bears North 00° 03' 00" West, a distance of 1330.60 feet more or less. thence North 00° 03' 00" West, a distance of 609.17 feet along the North and South Center 1/16 line of the SWl/4 of Section 28, to the True Point of Beginning, and the Westerly R.O.W. of U.S. Highway No. 40. This point is a Brass Cap set by Town of Winter Park. thence South 18° 08' 45" East, a distance of 218.37 feet along the Westerly R.O.W. line of U.S. Highway 40. thence South 74° 10' 23" West, a distance of 188.84 feet. thence North 15° 49' 37" West, a distance of 217.81 feet. thence North 74° 03' 00" East, a distance of 180.05 feet to the True Point of Beginning. (the "PDD #2 Property"). SECTION 2: The official zoning map of the Town of Fraser shall be amended to incorporate the rezoning described in Section 1 hereof, and the Town Clerk is authorized and directed to note such amendment on the Town’s official zoning map. SECTION 3: The PDD Plan for the PDD #2 Property, as reviewed by the Board and a copy of which has been authenticated with the signature of the Mayor and is on file with the Town Clerk, is hereby approved by the Board of Trustees and shall govern the use and development of the PDD #2 Property in conformance with the ordinances and regulations of the Town of Fraser. SECTION 4: DECLARATION OF EMERGENCY; EFFECTIVE DATE. The -3- Board finds and determines that this Ordinance is necessary to the immediate preservation of the public peace, health and safety, in order to permit the expeditious application of the Town's planning and zoning regulations. It is therefore declared that an emergency exists and that this Ordinance shall be in full force and effect immediately upon adoption. SECTION 5: PUBLICATION. This Ordinance shall be published by title only. READ, PASSED, ADOPTED AND ORDERED PUBLISHED BY THE BOARD OF th TRUSTEES THIS6day ofJULY, 2011. Votes in favor: ____BOARD OF TRUSTEES OF THE Votes opposed: ____TOWN OF FRASER, COLORADO Votes abstained: ____ BY:____________________________ Fran Cook, Mayor ATTEST: ( S E A L )_______________________________ Lu Berger,Town Clerk Published in the Middle Park TimesonJuly 14, 2011. -4- TOWN OF FRASER ORDINANCE NO. 383 Series 2011 AN ORDINANCE ADOPTING, AMENDING AND CONFIRMING VARIOUS FEES,RATES AND SCHEDULES APPLICABLE WITHIN THE TOWN OF FRASER. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO, THAT: PART 1: FEES, RATES AND SCHEDULES. Appendix A, FEE SCHEDULE, Chapter 13 of the Fraser Municipal Code is hereby amended to read as follows, and the fees, rates and schedules set forth in said Appendix are hereby approved and adopted by the Board of Trustees. (Note: deletions are shown as strikethrough print.) Chapter 13 13-2-320Water meters $620.00 5/8” x 3/4” Appendix B,BUILDING PERMIT FEES, Electrical Inspection Fee Table(A. Residential and B. All Other Fees),of the Fraser MunicipalCode ishereby deleted in its entirety. There shall be no other changes to Appendix A or Appendix B. NOTE: In the event of a conflict between the fees, costs, deposits, occupation taxes and other charges listed in this Appendix A and the text of anyindividual section of the Code, the provisions of the applicable section of the Code shall control. PART 2: APPLICABILITY. Any new or amended fees or rates established by this Ordinance shall not apply to any complete application that has been filed along the appropriate fees prior to the effective date hereof. PART 3: REPEAL. Any and all existing ordinances or parts of ordinances of the Town of Fraser covering the same matters as embraced in this Ordinance are hereby repealed and all ordinances or parts of ordinances inconsistent with the provisions of this ordinance are hereby repealed; provided, however, that such repeal shall not affect or prevent the prosecution or punishment of any person for any act done or committed in violation of any ordinance hereby repealed prior to the taking effect of this Ordinance; and provided further, the fact that any fee, rate or schedule previously adopted by the Town of Fraser has been omitted from this Ordinance shall not operate as a repeal of such fee, rate or schedule, but the same shall remain in effect. PART 4: SEVERABILITY. If any section, subsection, sentence, clause or phrase of this Ordinance is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this Ordinance. The Town of Fraser hereby declares that it would have adopted this Ordinance, and each section, subsection, clause or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases thereof be declared invalid or unconstitutional. PART 5: EFFECTIVE DATE. This Ordinance shall take effect thirty (30) days after publication thereof as provided by law. READ, PASSED, ADOPTED AND ORDERED PUBLISHEDBY THE BOARD OF TRUSTEES th AND SIGNED THIS 6DAYOF JULY, 2011. Votes in favor: TOWN OF FRASER, COLORADO Votes opposed: Votes abstained: Fran Cook, Mayor ATTEST: Lu Berger, Town Clerk Published in the Middle Park TimesonJuly 14, 2011. Grand Park Bowl & Cinema th ATavernliquor license application was received in my office on May 18from U9200 Entertainment Inc dbaGrand Park Bowl & Cinemalocated at Lot 12A, Village of Grand Park, Fraser, CO 80442 thrd A notice of the public hearing was published on June 16and June 23.The property th was posted on June 24. The license application is complete, including all payment of fees. A petition demonstrating the needs and desires of the residents containing 322names alllocated in the boundaries established by the local authority was submitted. The applicant has requested a concurrent review and the application has been sent to the State to begin that process. We have not received the results of the background check by the Fraser WinterPark Police Department or the CBI and I would suggest if approved, the motion would be conditional upon the thesefindings. IF s II %ma ird %gold If NAN Jr Molo. Yr. 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OWPLI mut my `uopupoi osuoall posodwd aria `Joj. po!Tddu 2tp0q osuoon Jo odic) 041 uoiinod otp JO sJou2Is pliumod 01 poumdxo 1 Dna IIODS I VNIII gSNIDfl JOffl N IAVI Z171708 OD '2IUSVNA N Vd GNVND AO apv `vzr VIAlaNIED 1A1.0a N2IVd CINVHD Irri cm 4 TT 4 T L Tr T TVIC 7 1 T 16. Tr J i"047 TOWN OF FRASER LIQUOR LICENSING AUTHORITY Follow -up findings and report for application of a Tavern Liquor License. Owner Name and Address: U9200 Entertainment Inc, 8912 E. Pinnacle Peak Road, Ste F9, PMB669, Scottsdale, AZ 85255 Establishment Name and Address: Grand Park Bowl Cinema, Lot 12A, Village of Grand Park, Fraser, CO 80442 TO THE ABOVE APPLICANT AND OTHER INTERESTED PARTIES; Pursuant to Colorado Revised Statutes, 12 -47- 312(1), the applicant is hereby advised that with regard to the application for a Tavern Liquor License, an investigation has been made, and based on the results thereof, the following has been determined: That the application was filed on May 18, 2011 in the Town Clerk's office and a public hearing has been scheduled for Wednesday July 6, 2011. In accordance with C.R.S. 12 -47- 311(1) the Town must hold the application for not less than 30 days; this hearing date represents 49 days. This location will be a new Tavern license as opposed to a transfer of an existing license due to the fact no existing license is in force. That the Notice of Public Hearing on this matter was posted on the premises on Friday June 24, 2011 at least 10 days prior to the hearing, and that the publication of the hearing was published in a newspaper of general circulation on June 23, 2011 at least 10 days prior to the Public Hearing. That from the evidence submitted the applicant is leasing the premises where the proposed liquor license will be utilized from Unicume Colorado, LLC and that Unicume Colorado LLC will be the lawful owners of the premises. That pursuant to C.R.S. 12- 47- 313(1)(d) Restrictions for applications for new license, the building where the applicant proposes to exercise the privilege of selling liquor at retail within 500 feet from any public or parochial school or the principal campus of any college, university or seminary was lifted by Chapter 6, Article 4 of the Fraser Municipal Code. That Fraser/Winter Park Police Chief Trainor has conducted a background investigation on Mark Unicume, the owner and manager of Grand Park Bowl Cinema. He has found no information that would indicate the license should not be approved. The public hearing on this application will be held on Wednesday, July 6, 2011 at 7:00 p.m. in the Fraser Town Hall, 153 Fraser Avenue, Fraser CO. At said hearing, the applicant shall have an opportunity to be heard regarding all matters related to this application, including all matters set forth herein. The applicant is advised and encouraged to read a copy of the State of Colorado Liquor and Beer Codes and Regulations. Local Liquor Licensing Authority Fraser Town Clerk Dated this 24th day of June, 2011. TM Empirical Dat .L.ervices U9200 Entertainment, Inc. dba Grand Park Bowl Cinema Lot 2A, Village of Grand Park, Fraser, CO 80442 Tavern Liquor License Empirical Data ,Services 6 July 2011 Local Licensing Authority Fraser, Colorado Re: Petition/Opinion Poll to Determine Needs and Desires of the Defined Neighborhood in the Application of: U9200 Entertainment, Inc., dba Grand Park BOW! Cinema Lot 12A, Village of Grand Park, Fraser, CO 80442 Tavern Liquor License PETITION/OPIN1ON POLL PROCEDURE P.O. BOX 1012 LAFAYETTE, CO 80026 303 661 0638 866 300 9023 303 604 2862 FAX Under the direction and control of Oedipus, Inc. management, the Oedipus, Inc. employees were briefed on the application. 2. The employees ,carried a clipboard with the following: A. A map of the area denoting the proposed location of the license and the boundaries of the defined neighborhood; B. Petitions allowing individuals contacted to indicate their opinion with instructions and qualifications for signing; A stat sheet to record the opinion of those not signing and not-at-homes. This petition/opinion poll was performed on Saturday, 28 May 2011 and Tuesday, 14 Jwie 2011 (businesses), Saturday and Sunday, 28 and 29 May 2011, and Tuesday, 14 June 2011 (residences) within the neighborhood defined as the Fraser Valley Metropolitan Recreation District (see maps). The circulation packets have cover maps, and the areas in which each petition circulation/polling took place are outlined in highlighter. Included in this Report is a master circulation map outlining all areas where circulation/polling was conducted. 4. Individuals were contacted on a random sampling basis, were screened to identify them as parties in interest, and were asked their opinion after they had been informed of the applicant, site location, and type of license being applied for. Their opinion was either recorded on the petition format or on the stat sheet. Five (5) maps showing where petitioning was conducted are attached and labeled as follows: Overview Map of the Fraser Valley Metropolitan Recreation District; Overview Map of the. Towns of Fraser, Winter Park and Tabernash; Close-up Map #1, Town of Fraser; Close-up Map #2, Town of Winter Park; and Close-up Map #3, Town of Tabernash. and Surrounding Areas. 6. Tendered herein with this Report are six (6) petition packets (two packets representing businesses; four packets representing residcnccs) PETITION TELEPHONE SURVEYS Liquor 3,2 Beer Licensing Rezonings Opinion Poll Venue Special Tax Districts LIQUOR LICENSE SITE ECONOMIC ANALYSIS ©Oedipus: Inc., Local Licensing Authority, Fraser, Colorado Re: Grand Park Bowl Cinema Tavern Liquor License 6 July 2011 PETITION/OPINION PO Qualified Contacts: RESULTS Total Doorknocks: Not-at-Homes and/or Business Owners/Managers Not Available 282 Not Qualified to Sign 23 Preferred to Not Participate 64 Parties in interest that Participated 326 Deleted Signatures 0 Total Base Figure 695 A. Signatures and Those Not Signing Signatures Favoring Issuance Businesses Residences Not Signing/Favoring Issuance 46 236 282 Signatures Opposing Issuance 40 Businesses 4 Residences 36 Not Signing/Opposing Issuance 3 Total Contacts 326 B. Break lo n of Reasons of Signatures in Opposition: No Need 11 Abhorrence of Alcohol 1 Religious Objections 0 Usage Objections 13 Miscellaneous Reasons No Reason Given Total Signatures 40 OedipitZ nc. 3 03 661 0638 866 300 9023 FAX 303 604 2862 P.O. BOX 1012 LAFAYETTE 00 80026 www.oedipusInc.com Page 2 Local Licensing Authority, Fraser, Colorado Re: Grand Park Bowl Cinema Tavern Liquor License 6 July 2011 C. Ereakdown of Favorin and Opposing: Favoring issuance (Based on Needs/Desires) Signatures 282 Not Signing 1 Opposing Issuance (Based on Needs/Desires) Signatures 1 I Not Signing Abhorrence of Alcohol Signatures 1 Not Signing 0 Religious Objections Signatures 0 Not Signing 0 Usage Objections (Commercial, Traffic, Parking, Crirne Signatures 13 Not Signing 0 Other Miscellaneous Reasons Signatures 12 Not Signing 0 No Reason Given Signatures 3 Not Signing 0 Total Base Figure Needs and Desires Signatures: Signatures Favoring Issuance (Based on Needs/Desires) 282 Favoring Issuance/Not Signing (Based on Needs/Desires) 1 283 Signatures Opposing Issuance (Based on Needs/Desires) 1 1 Opposing Issuance/Not Signing (Based on Needs/Desires) 3 .1 I 14 Total Base Figure 297 The petition packets are presented as folio s: Cover map, petitions, and affidavit. #1 #2 Juliet Fenderson Businesses Residences #3 Tanya Kudlacek Residences #4 Morissa Martin Residences /5 #6 'Tina Scott Businesses Residences Page 3 283 86.81 14 4.29% 1 0.31% 0 0.00% 13 3.99% 12 3.68% 3 0.92% 326 100.00% 95.29% 4.71% 100.00`)/0 Oedipus': Inc. 303 661 0638 866 300 9023 e FAX 303 604 2862 RO. BOX 1012 LAFAYETTE CO 80026 www,oedipusinc.com Local Licensing Authority, Fraser, Colorado Re: Grand Park Bowl Cinema Tavern Liquor License 6 July 2011 CATEGORIES OF SIGNATURES IN OPPOSITION NN NEEDS DESIRES CRITERIA: Individuals opposed to the license application based on needs and desires criteria per the Colorado Liquor/Beer Codes (currently existing licensed establishments of a same or similar type of license now located within the defined neighborhood are meeting the reasonable requirements of the adult inhabitants of the defined neighborhood at this time). NON NON OF ALCOHOL ABHORRENCE OF ALCOHOL: Individuals opposed to the license application because they do not drink alcohol beverages, do not approve of alcohol consumption, and/or abhor alcohol. RO RELIGIOUS OBJECTIONS: Individuals opposed to the license application based on religious bcliefs/reasoris. NR NO REASON GIVEN: Individuals who preferred to not state a reason for opposing. Oedipus': Inc. 303 661 0638 866 300 9023 FAX 303 604 2862 P.O. BOX 1012 LAFAYETTE CO 80026 www.oedipusinc com OBJ USAGE OBJECTIONS: Individuals opposed to the license application because of their fear or concern for the potential of parking problems, traffic problems, crime, noise, littering, undesirable people drawn to the area, loss of property value; or individuals who opposed this type of business or applicant, any type of commercial usage in the neighborhood, any new growth in the neighborhood; or, individuals who think this type of business (if issued a liquor/becr license) should not be located near a residential neighborhood, church, or school, etc.; or, individuals who opposed because they are against any alcohol service at this type of facility, location, or atmosphere; or, individuals who favor the service of beer and wine but oppose the service of distilled spirits (on H&R applications). MS MISCELLANEOUS OBJECTIONS: Individuals opposed to the license application for other miscellaneous reasons to include: fear or concern for the possibility of drink drivers in the area, fear or concern of resulting behavioral problems, individuals who would purchase alcohol beverages then drink and drive, sates to minors/underaged drinking, the location becoming a teen hang-out and the problems that can arise from this, and the effect it could have on family values or their family in general because they have young children or teens; or, individuals who opposed because competition is not desired or how said business may affect the livelihood of existing businesses; or, individuals who compared the "needs and desires" criteria to existing licensed outlets other than the type of license applied for. 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If von think you have been unduly= influenced by the petition circulator or have questions or comments concerning the proposed application or survey method, please call. Ms. Lrt Berger, Town Clerk, (970)726-5491, Ext. 201. 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Xioittiu sq u! uoppod oLy 'mom ol prat 0A JO `pral o SlIunpoddo oqi 1:101.1jPd 311) JO S101J2IS anr2 INFLL tuoqpod P 2u!u0!s JoJ suoprouHenb gip pur onss!Son.ms oqi `(olquoilddr owruoprit pur oUltni sdurouddr otp uoprool osuooll posodoad otp `JoJ poi Outoq osuoo!! jo odAl uotipod jo sioufIs Fr,!Juatod 01 poutridxo I IVHI onoqr npu ')uopliod powino '3111 Jo ooXoldw EMIG spj ow atajoq 01 woms pur poqposqns 'ION 1-1,1AAVS INIV1,14V 1HI NRELNITA pur tuonTO XIT.113)111 SP.M amTeu2!s P 130 IVH,1 CET .40 AIN.1103 »ss 0CIV21010D ,40 gIV1S IIODS T1V gS N011Oil 21 :JoDrw Z 03 '213SVNA NNW UNVMD .40 3DVTIIA 'VZ 1 101 VIAIgNID lAk0{1 NNW aNvso rreirt mkrr 4 1 h. re TT1—T T NV, T Tr7 nea' DR 8404 (05/07/09) Page 1 21 COLORADO DEPARTMENT OF REVENUE LIQUOR NV CO 80261 COLORADO LIQUOR RETAIL LICENSE APPLICATION DEPARTMENT USE ONLY rI NEW LICENSE TRANSFER OF OWNERSHIP LICENSE RENEWAL ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) LOCAL LICENSE FEE APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE(CaII 303 370 2165) 1. Applicant is applying as a Individual Corporation I I Limited Liability Company Partnership (includes Limited Liability and Husband and Wife Partnerships) Association or Other 2. Applicant If an LLC, name of LLC; if partnership, at least 2 partner's names; if corporation, name of corporation U 9200 Entertainment, Inc Fein Number 2a. Trade Name of Establishment (DBA) Grand Park Bowl Cinema State Sales Tax No. Business Telephone 602 903 -5774 3. Address of Premises (specify exact location of premises) 22 Second Street City Fraser County Grand State CO ZIP Code 80442 4. Mailing Address (Number and Street) 8912 E. Pinnacle Peak Rd, Ste F9, PMB669 City or Town Scottsdale State AZ ZIP Code 85255 5. If the premises currently have a liquor or beer license, you MUST answer the following questions: Present Trade Name of Establishment (DBA) N/A Present State License No. Present Class of License Present Expiration Date LIAB SECTION A NONREFUNDABLE APPLICATION FEES LIAB SECTION B (CONT.) LIQUOR LICENSE FEES 2300 Application Fee for New License $1,025.00 2302 !4 Application Fee for New License w /Concurrent Review $1,125 00 2310 Application Fee for Transfer $1,025.00 1985 Resort Complex License (City) $500.00 1986 Resort Complex License (County) $500.00 1988 Add Related Facility to Resort Complex 75.00 XTotal 1990 Club License (City) $308.75 1991 Club License (County) $308.75 2010 J Tavern License (City) $500.00 2011 Tavern License (County) $500.00 2012 Manager Registration Tavern 75.00 2020 Arts License (City) $308.75 2021 Arts License (County) $308.75 2030 ■Racetrack License (City) $500.00 2031 ■Racetrack License (County) $500.00 2040 Optional Premises License (City) $500.00 2041 Optional Premises License (County) $500.00 2045 Vintners Restaurant License (City) $750.00 2046 Vintners Restaurant License (County) $750.00 2220 Add Optional Premises to H R $100.00 XTotal 2370 Master File Location Fee 25.00 X Total 2375 Master File Background $250.00 XTotal LIAB SECTION B LIQUOR LICENSE FEES 1905 Retail Gaming Tavern License (City) $500.00 1906 Retail Gaming Tavern License (County) $500.00 1940 Retail Liquor Store License (City) $227.50 1941 Retail Liquor Store License (County) $312.50 1950 Liquor Licensed Drugstore (City) $227.50 1951 Liquor Licensed Drugstore (County) $312.50 1960 Beer and Wine License (City) $351.25 1961 Beer and Wine License (County) $436.25 1970 Hotel and Restaurant License (City) $500.00 1971 Hotel and Restaurant License (County) $500.00 1975 Brew Pub License (City) $750.00 1976 Brew Pub License (County) $750.00 1980 Hotel and Restaurant License w /opt premises (City) $500.00 1981 Hotel and Restaurant License w /opt premises (County) $500.00 1983 Manager Registration H R 75.00 DO NOT WRITE IN THIS SPACE FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION County City Industry Type License Account Number Liability Date License Issued Through (Expiration Date) FROM TO State -750 (999) City 2180 -100 (999) County 2190 -100 (999) Managers Reg -750 (999) Cash Fund New License 2300 -100 (999) Cash Fund Transfer License 2310 -100 (999) TOTAL Instructions: This check list should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED I. APPLICANT INFORMATION Fr A. Applicant/Licensee identified. Fri B. State sales tax license number listed or applied for at time of application. fi C. License type or other transaction identified. !J D. Return originals to local authority. !A E. Additional information may be required by the local licensing authority. II. DIAGRAM OF THE PREMISES Ir A. No larger than 8 1/2" X 11". J B. Dimensions included (doesn't have to be to scale). Exterior areas should show control (fences, walls, etc.). VI C. Separate diagram for each floor (if multiple levels). IJ D. Kitchen identified if Hotel and Restaurant. III. PROOF OF PROPERTY POSSESSION A. Deed in name of the Applicant ONLY (or) U B. Lease in the name of the Applicant ONLY. C. Lease Assignment in the name of the Applicant (ONLY) with proper consent from the Landlord and acceptance by the Applicant. D. Other Agreement if not deed or lease. IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS A. Individual History Record(s) (Form DR 8404 -1). 9 B. Fingerprints taken and submitted to local authority. (State authority for master file applicants.) C. Purchase agreement, stock transfer agreement, and or authorization to transfer license. D. List of all notes and loans. V. CORPORATE APPLICANT INFORMATION (If Applicable) A. Certificate of Incorporation (and /or) B. Certificate of Good Standing if incorporated more than 2 years ago. C. Certificate of Authorization if foreign corporation. In D. List of officers, directors and stockholders of parent corporation (designate 1 person as "principal officer VI. PARTNERSHIP APPLICANT INFORMATION (If Applicable) A. Partnership Agreement (general or limited). Not needed if husband and wife. VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION (If Applicable) A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office). B. Copy of operating agreement. C. Certificate of Authority (if foreign company). VIII. MANAGER REGISTRATION FOR HOTEL AND RESTAURANT, TAVERN LICENSES WHEN INCLUDED WITH THIS APPLICATION IN A. $75.00 fee. B. Individual History Record (DR 8404 -1). DR 8404 (05/07/09) Page 2 APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET 6. Is the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stock- holders or directors if a corporation) or manager under the age of twenty -one years? Yes No Fa 7. Has the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation) or manager ever (in Colorado or any other state); (a) been denied an alcohol beverage license? (b) had an alcohol beverage license suspended or revoked? (c) had interest in another entity that had an alcohol beverage license suspended or revoked? If you answered yes to 7a, b or c, explain in detail on a separate sheet. J 14 N 8. Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the preceding two years? If "yes," explain in detail. VI 9. Are the premises to be licensed within 500 feet of any public or private school that meets compulsory education requirements of Colorado law, or the principal campus of any college, university or seminary? Pi 10. Has a liquor or beer license ever been issued to the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation)? If yes, identify the name of the business and list any current or former financial interest in said business including any loans to or from a licensee. 11. a. Attach entrances, to Does the Applicant, as listed on line 2 of this application, arrangement? in of have legal possession of the premises by virtue of ownership, lease or Detail) Deed and Lease contingent on issuance of liquor license other I4 Ownership 14 Lease Other (Explain If leased, list name of landlord and tenant, and date M expiration, EXACTLY as they appear on the lease: Landlord Unicume Colorado, LLC Tenant U9200 Entertainment, Inc Expires 4 7 -3 m/ a diagram and outline or designate the area to be licensed (including dimensions) which shows the bars, brewery, walls, partitions, exits and what each room shall be utilized for in this business. This diagram should be no larger than 8 1/2" X 11 (Doesn't have be to scale) 12. Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies), will loan or give money, inventory, furniture or equipment to or for use in this business; or who will receive money from this business. Attach a separate sheet if necessary. NAME DATE OF BIRTH FEIN OR SSN INTEREST N/A Attach copies of all notes and security instruments, and any written agreement, or details of any oral agreement, by which any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit, sales, giving of advice or consultation. 13. Optional Premises or Hotel and Restaurant Licenses Has a local ordinance or resolution authorizing optional Number of separate Optional Premises areas requested with Optional Premises premises been adopted? (See License Fee Chart) Yes No 1► 14. Liquor Licensed Drug Store applicants, answer the following: (a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of Pharmacy? COPY MUST BE ATTACHED. Yes No 1I 15. Club Liquor License applicants answer the following (a) Is the applicant organization operated solely not for pecuniary gain? (b) Is the applicant organization a regularly operated solely for the object of a patriotic (c) How long has the club been incorporated? (Three years required) and attach for a national, social, fraternal, patriotic, political or athletic purpose and chartered branch, lodge or chapter of a national organization which is or fraternal organization or society, but not for pecuniary gain? (d) Has applicant occupied an establishment for three years that was operated solely for the reasons stated above? Yes No 12 16. Brew Pub License or Vintner Restaurant Applicants answer the following: (a) Has the applicant received or applied for a Federal Permit? (Copy of permit or application must be attached) Yes No Lj 17a. Name of Manager (for all on premises applicants) application for a Hotel, Restaurant or Tavern License, 17b. Does this manager act as the manager of, or have a licensed establishment in the State of Colorado? If Mark F l Jnicirme (If this is an 8404-1). Date of Birth the manager must also submit an Individual History Record (DR financial interest in, any other liquor yes, provide name, type of license and account number. Yes No Uf 18. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners, officers, directors, stockholders, members (LLC) or managing members (LLC) and any other persons with a 10% or greater financial interest Yes No in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? M If yes, provide an explanation and include copies of any payment agreements. DR 8404 (05/07/09) Page 3 19. If applicant is a corporation, partnership, association or limited liability company, applicant must list ALL OFFICERS, DIRECTORS, GENERAL PARTNERS, AND MANAGING MEMBERS. In addition applicant must list any stockholders, partners, or members with OWNER- SHIP OF 10% OR MORE IN THE APPLICANT. ALL PERSONS LISTED BELOW must also attach form DR 8404 -1 (Individual History record), and submit finger print cards to their local licensing authority. NAME HOME ADDRESS, CITY STATE DOB POSITION OWNED* Mark E. Unicume 8912E Pjnr�acle Pl k� PMB #669 6/24/63 President 100% *If total ownership percentage disclosed here does not total 100% applicant must check this box Applicant affirms that no individual other than these disclosed herein, owns 10% or more of the applicant Additional Documents to be submitted by type of entity FA CORPORATION I N Cert. of Incorp. Cert. of Good Standing (if more than 2 yrs. old) Cert. of Auth. (if a foreign corp.) PARTNERSHIP Partnership Agreement (General or Limited) Husband and Wife partnership (no written agreement) LIMITED LIABILITY COMPANY Articles of Organization Cert. of Authority (if foreign company) Operating Agrmt. ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties Registered Agent (if applicable) Ronald S. Stern Address for Service 62510 Highway 40, Granby, CO 80446 OATH OF APPLICANT I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. also acknowledge that it is my responsibility and the responsibility of my agents and employees to comply with the provisions of the Colorado Liquor or Beer Code which affect my license. Authori ignature Title Date REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY (CITY/COUNTY) Date application filed with local authority 1 t\ et.k. N 1 w a.o Date of local authority hearing (for new license applicants; cannot be less than 30 days from date of application 12 -47 -311 (1)) C.R.S. LA—I 1 Q- t 1 AUTHORITY HEREBY AFFIRMS: THE LOCAL ENSING A That each person required to file DR 8404 -1 (Individual History Record) has: Yes a'BBeen fingerprinted ❑[.r l( Been subject to background investigation, including NCIC /CCIC check for outstanding warrants 0 That the local authority has conducted, or intends to conduct, an inspection of the proposed premises to ensure that the applicant is in compliance with, and aware of, liquor code provisions affecting their class of license 0 (Check One) erb 0 ❑vf'Date of Inspection or Anticipated Date r '.S ta..t. -v t No Upon approval of state licensing authority. The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 12, Article 46 or 47, C.R.S. THEREFORE, THIS APPLICATION IS APPROVED. Local Licensing Authority for 6( .01. t S- 1-" c c e r Telephone Number I 71)'1 oLP -5(4 1 y 020 TOWN, CITY COUNTY Signature Title Date Signature (attest) Title Date DR 8404 (05/07/09) Page 4 NOTICE: This individual history record provides basic information which is necessary for the licensing authority investigation. All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood or omission will jeopardize the application as such falsehood within itself constitutes evidence regarding the character of the applicant. 1. Name of Business U9200 Entertainment, Inc 2. Your Full Name (last, first, middle) Unicume, Mark, Edward 3. List any other names you have used. N/A 4. Mailing address (if different from residence) 8912 E. Pinnacle Peak Rd, Ste F9, PMB #669 ..et$676c�41l°.i s. Home Telephone 602 903 5774 5. List all residence addresses below. Include current and previous addresses for the past five years. STREET AND NUMBER CITY, STATE, ZIP FROM TO Current 2006 Grand Avenue Grand Lake, CO 80447 1/2000 Present Previous 6. List all current and former employers or businesses engaged in within the last five years (Attach separate sheet if necessary) NAME OF EMPLOYER ADDRESS (STREET, NUMBER, CITY, STATE, ZIP) POSITION HELD FROM TO Unicume Colorado, LLC 8912 E. Pinnacle Peak Rd, Ste F PMB# 69 Managing Member 1/2003 Present Base Camp, Inc ��2 E. Pi nacle Peak Rd to F9 PMB #669 President 1/2005 Present U9200 Entertainment, Inc 891 2E Pinnacle Peak Rd F SMB #669 President 4/2011 Present 7. List the name(S) of relatives working In or holding a financial in erest in the Colorado alcohol beverage industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE N/A 8. Have you ever applied for, held, or had an interest in a State of Colorado Liquor or Beer License, or loaned money, furniture or fixtures, equipment or inventory, to any liquor or beer licensee? If yes, answer in detail. El Yes No 9. Have you ever received a violation notice suspension or revocation, for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the U.S.? If yes, explain in detail. I lYes No DR 8404 1 (01/06105) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMEN I DIVISION 1881 PIERCE STREET RM 108A DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, all general partners of a partnership, and limited partners owning 10% (or more) of a partnership; all officers and directors of a corporation, and stockholders of a corporation owning 10% (or more) of the stock of such corporation; all limited liability company MANAGING members, and officers or other limited liability company members with a 10% (or more) ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License. 10. Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court or do you have any charges pending? Include arrests for DUI and DWAI. (If yes, explain in detail.) ❑Yes 0 N 11. Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (if yes, explain in detail.) 1 Yes Q]No 12. Have you ever had any STATE issued licenses suspended, revoked, or denied including a drivers license? (If yes, explain in detail.) L] Yes Z No PERSONAL AND FINANCIAL INFORMATION Unless otherwise provided by law in 24 -72 -204 C.R.S., information provided below will be treated as CONFIDENTIAL. Colorado liquor licensing authorities require the following personal information in order to determine your suitability for icensure pursuant to 12-47 -307 C.R.S. 1 3a. Date of Birth b. Social Security Number SSN c. Place of Birth d. U.S. Citizen? Spokane, Washington i] Yes No e. If Naturalized, State where f. When g. Name of District Court h. Naturalization Certificate Number I. Date of Certification J. If an Alien, Give Alien's Registration Card Number k. Permanent Residence Card Number I. Height 6' -0" m. Weight 185 n. Hair Color Blonde o. Eye Color Green p, Sex M q. Race White r. Do you have a current Driver's License? If so, give number and state (JZ Yes No 14. Financial Information. a. Total purchase price N/A (if buying an existing business) or investment being made by the applying entity, corporation, partnership, limited liability company, other .1250,000.00 b. List the total amount of your investment in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases and fees paid 250,000.00 c. Provide details of Investment. You must account for the sources of ALL cash (how acquired). Attach a separate sheet if needed, Type: Cash, Services or Equipment Source:Name of Bank; Account Type and Number Amount Cash $250,000 d. Loan Information (attach copies of all notes or loans) Name of Lender and Account Number Address Term Security Amount N/A 15. Give name of bank where business account will be maintained; Account Name and Account Number; and the name or names of persons authorized to draw thereon. Oath of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. Authoti71 Signature Title Date A NEW FACILITY FOR RAND PARK BOWL CINEM LOT 12 FILING 2D THE VILLAGE AT GRAND PARK FRASER, GRAND COUNTY, COLORADO TYFF OF POCUMENT DATE I I. FOR C.1.511E1.1014 ❑Fwx caanaw11O oen ALAN 6. GARTER ARGhITEGT, LLG PD. 60l l5I ORANfY, GGLDRADO 80446 (Vw NI 14 A NEW FACILITY FOR r RAND PARK BOWL CINEM LOT 12 FILING 2D THE VILLAGE AT GRAND PARK FRASER, GRAND COUNTY, COLORADO "gI TTPE of oCCUMENT PATE MIDEVELA°11.7 MVO BAS/16211 MT C.511d1C11. ❑em cwam,m Nffr 0.1571.1. ❑M& cx,rarrex ALAN 6. GARTER ARGI1frEGT, lLG P.O. 60( 151 E1ZAN6Y, LGI.LRADO 80446 Ma PI (MTL+a r &4 m,-ne aueaOo-erNl•alcao eml l: wnlx,u,Om,- a,Ml,.elean Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees forms /cover sheets are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center. 1. The domestic entity name for the corporation is U 9200 Entertainment, Inc. (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) 2. The principal office address of the corporation's initial principal office is 3. The registered agent name and registered agent address of the corporation's initial registered agent are ARTINC_PC Articles of Incorporation for a Profit Corporation filed pursuant to 7- 102 -101 and 7 -102 -102 of the Colorado Revised Statutes (C.R.S.) Street address Mailing address (leave blank if same as street address) Name (if an individual) OR (if an entity) Street address (The name of a corporation must contain the term or abbreviation "corporation", "incorporated", "com an "limited'', "corp.", p p y' p rnc. co, or "ltd.". See ,¢7 -90- 601, C.R.S. If the corporation is a professional or special purpose corporation, other law may apply.) 8912 E. Pinnacle Peak Rd (Street number and name) Suite F9, PMB #669 Scottsdale AZ 85255 Stern Filed Colorado Secretary of State Date and Time: 04/15/2011 06:47 PM ID Number: 20111230055 (Caution: Do not provide both an individual and an entity name.) 62510 Highway 40 $50.00 Document number: 20111230055 Amount Paid: $50.00 Granby (Cit (City) (State) (ZIP /Postal Code) United States (Province if applicable) (Country) (Street number and name or Post Office Box information) (City) (Province if applicable) (Country) (Last) Ronald S. (First) (Street number and name) ABOVE SPACE FOR OFFICE USE ONLY (State) (ZIP /Postal Code) (Middle) (Suffix) Co 80446 (State) (ZIP /Postal Code) Page 1 of 3 Rev. 02/28/2008 (The following statement is adopted by marking the box.) 51 Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) Name (if an individual) OR (if an entity) r4 Unicume (City) The person appointed as registered agent above has consented to being so appointed. 4. The true name and mailing address of the incorporator are (Caution: Do not provide both an individual and an entity name.) Mailing address 8912 E. Pinnacle Peak Rd CO (State) Mark E. (Last) (First) (Middle) (Suffix) (Street number and name or Post Office Box information) Suite F9, PMB #669 Scottsdale AZ 85255 (ZIP /Postal Code) (City) (State) (ZIP /Postal Code) United States (Province if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The corporation has one or more additional incorporators and the name and mailing address of each additional incorporator are stated in an attachment. 5. The classes of shares and number of shares of each class that the corporation is authorized to issue are as follows. (If the following statement applies, adopt the statement by marking the box and enter the number of shares) The corporation is authorized to issue 100,000 common shares that shall have unlimited voting rights and are entitled to receive the net assets of the corporation upon dissolution. (If the following statement applies, adopt the statement by marking the box and include an attachment.) Additional information regarding shares as required by section 7- 106 -101, C.R.S., is included in an attachment. (Caution: At least one box must be marked. Both boxes may be marked, if applicable) 6. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. 7. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is /are (mm /dd /yyyy hour:minute am /pm) ARTINC_PC Page 2 of 3 Rev. 02/28/2008 Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 8. The true name and mailing address of the individual causing the document to be delivered for filing are Disclaimer: ARTINC_PC Unicume (Last) (First) (Middle) (Suffix) 8912 E. Pinnacle Peak Rd Street number and name or Post Office Box information) Suite F9, PMB #669 Scottsdale AZ 85255 (City) (Province if applicable) Mark E. (State) United States (Country) (ZIP /Postal Code) (If the following statement applies, adopt the statement by marking the box and include an attachment.) 0 This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s). Page 3 of 3 Rev. 02/28/2008 List of Officers, Directors, Shareholders U9200 Entertainment, Inc Mark Unicume is the sole officer, director and shareholder of U9200 Entertainment, Inc THIS LEASE, dated May 1, 2011, is between UNICUME COLORADO, LLC, "Lessor and U9200 Entertainment, Inc., "Lessee In consideration of the payment of the rent herein reserved and the keeping and performance of the covenants and agreements by the Lessee as set forth herein, the Lessor does hereby lease unto the Lessee, for any legitimate and lawful business purpose, with the appurtenances, the following described lands situate in the County of Grand and State of Colorado: commonly known as the Village at Grand Park, LOT 12A, as further described in map attached as Exhibit A hereto and made a part hereof (the "Property'). Rent for the full term shall be $100 in hand hereby received and other good and valuable consideration, commencing on the date of May 1, 2011, and ending upon the earlier date of April30, 2014. This lease is contingent on the acquisition of the Property by Lessor under that certain contract dated March 4, 2011 between Grand Park Development, LLC, as Seller and Unicume Colorado, LLC, as Buyer. The Lessee agrees not to sublet, or permit any other person to occupy said premises, without the written consent of the Lessor, and at the expiration of this lease to surrender possession of said premises, with the improvements belonging to it, to the Lessor, in as good condition as when taken usual wear, tear, and damage by the elements excepted. It is further agreed, that in case of the breach of the Lessee, of any of the covenants or agreements herein mentioned, by him to be performed, then and in that case this lease shall terminate without notice of any kind; and upon its termination, either by reason of lapse of time or breach of any of the covenants or agreements herein, it shall be lawful for the Lessor, his agent or attorney, to re -enter into said premises, and the Lessee and each and every other occupant to remove and put out. In case of a sale of said premises during the term of this lease, and purchaser desiring possession, the Lessee agrees to surrender the same at once on repayment to the Lessee of the unearned portion of the rent money. The Lessee shall not make any alterations or other improvements on the property during the term of this lease that have not been previously approved in writing by Lessor. Where used herein, the singular shall include the plural, and the use of any gender shall apply to both genders. Should any provision of this lease violate any federal, state or local law or ordinance, that provision shall be deemed amended to so comply with such law or ordinance, and shall be construed in a manner so as to comply. Additional provisions: 1. The Lease commencement date will be the date of acquisition of the property by the Lessor. This Lease is contingent upon the Lessee obtaining a liquor license. Lessee may cancel this Lease if the State of Colorado and Town of Fraser decline to issue a liquor license to the Lessee. Lessee: U9200 Entertainment, Inc. By: 7 .1 Ddte LEASE Lessor: Unicume Colorado, LLC 1 2 3 4 5 6 7 8 9 10 11 12 13 14 The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS4 -8 -10) (Mandatory 1 -11) 1H1S FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Property with No Residences) (El Property with Residences Residential Addendum Attached) AGREEMENT 15 1. AGREEMENT, Buyer, identified in 2,1, agrees to buy, and Seller, identified in 2.3, agrees to sell, the Property 16 described below on the terms and conditions set forth in this contract (Contract). 17 1 PARTIES AND PROPERTY. 18 2.1. Buyer. Buyer, UNICUME COLORADO, LLC, A COLORADO LIMITED LIABILITY COMPANY, will take title 19 to the Property described below as Joint Tenants Tenants In Cotnmon Other 20 2.2. Assignability and Inurement. This Contract Shall Shall Not be assignable by Buyer without Seller's prior 21 written consent, EXCEPT THAT BUYER MAY ASSIGN THIS CONTRACT TO A PARTY CONTROLLED BY, 22 CONTROLLING OR UNDER COMMON CONTROL WITH BUYER UPON NOTICE TO SELLER. ANY PERMITTED 23 ASSIGNMENT SHALL NOT DISCHARGE OR RELIEVE BUYER FROM ITS OBLIGATIONS UNDER THIS AGREEMENT. 24 Except as so restricted, this Contract shall inure to the benefit of and be binding upon the heirs, personal representatives, 25 successors and assigns of the parties. 26 2.3. Seller. Seller, GRAND PARK DEVELOPMENT, LLC, A COLORADO LIMITED LIABILITY COMPANY, is the 27 current owncr of the Property described below. 28 2.4. Property. The Property is the following legally described real estate in the County of GRAND, Colorado: 29 30 SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE 31 32 33 34 35 known as No. VACANT LAND (N /A), FRASER, CO 80442 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 Othe• Fixtur Price. Street Address {Cti en t \13236173102325141.DOC City Date: March 4, 2011 State Zip together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 1 3)No. C13S4 -8 -10. CONTRACT TO BIIY AND SELL REAL ESTATE (LAND) Page 1 of 16 Item No. Reference Event Date or Deadline 1 4.2.1 Alternative Earnest Money Deadline 3 days after MEC Title and CIC 2 7.1 Title Deadline 15 days after MEC 25 days after AMC 60 days after MEC I5 days after MEC 60 days after MEC 3 7.2 Exceptions Request Deadline Title Objection Deadline Off Record Matters Deadline 4 8.1 5 8.2 6 8.2 Off Record Matters Objection Deadline 7 7.4.4.1 CIC Documents Deadline 15 days after MEC 8 7.4.5 CIC Documents Objection Deadline 60 days after MEC 9 8.6 Right of First Refusal Deadline n/a Seller's Property Disclosure 10 10.1 Seller's Property Disclosure Deadline 15 days after MEC Loan and Credit 11 5.1 Loan Application Deadline n/a 12 5.2 Loan Conditions Deadline n/a 13 5.3 Buyer's Credit Information Deadline n/a 14 5.3 Disapproval of Buyer's Credit Information Deadline n/a 15 5.4 Existing Loan Documents Deadline n/a 16 5.4 Existing Loan Documents Objection Deadline n/a 17 5.4 Loan Transfer Approval Deadline n/a Appraisal 18 62,2 Appraisal Deadline Appraisal Objection Deadline n/a n/a 19 6.2.2 2.5.3. Trade Fixtures.—With respect to trade fixtures, Seller and Buyer agree as follows: 55 56 57 58 59 60 61 62 BUYER IS RESPONSIBLE FOR ACQUIRING ITS OWN WATER AND SEWER TAPS FROM THE TOWN OF FRASER 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 2.6. Exclusions. The following items are excluded (Exclusions): 82 83 2.5.4. Water Rights, Water and Sewer Taps. The following legally described water rights: NONE ri e 2.5.4.1. If any water well is to be transferred to Buyer, Sollor agrees to supply roquirod information about Well used for ordinary household purposes, Buyer shall, prior to or at- Glosing, complete a Change in Ownership form for the well. en be providing a closing service in connection with the transaction, Buyer shall file the form with the Division within si*ty- days-after Closing. The Well Permit it is 2 rt.2. Water Stock Certificates: Note: Buyer- is -advis 2.5.4.3. Water Tap 3.5.5. Crowing Crops. With respoct to growing crops, Seller and Buyer agree as follows: 84 3. DATES AND DEADLINES. hall -be convoyed by Seller free and clear of al Sewer Tap nfir (Olen 1\13236\73 \02325141.DOC /3}No, CBS4 8 10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 2 of 16 'd, if- any:,- time 10:,? Item No. Reference Survey Amount 20 73 Survey Deadline 15 days after MEC 21 8.3.2 Survey Objection Deadline 60 days after MEC Earnest Money Inspection and Due Diligence 3 22 10.2 Inspection Objection Deadline See Addendum 23 10.3 Inspection Resolution Deadline See Addendum 24 10,5 Property Insurance Objection Deadline n/a 25 10.6 Environmental Inspection Objection Deadline 60 days after MEC 26 10.6 ADA Evaluation Objection Deadline n/a 27 10.7 Due Diligence Documents Delivery Deadline 15 days after MEC 28 10.8.1 Due Diligence Documents Objection Deadline 60 days after MEC 29 11.2 Tenant Estoppel Statements Deadline n/a 30 11.3 Tenant Estoppel Statements Objection Deadline n/a Closing and Possession 31 12.3 Closing Date See Addendum 32 12.1 Closing Documents Delivery Deadline See Addendum 33 17 Possession Date Closing Date 34 17 Possession Time at Closing 35 28 Acceptance Deadline Date March 4, 2011 36 28 Acceptance Deadline Time 5 p.m. MST Item No. Reference Item Amount Amount 1 4.1 Purchase Price MINIMIlll 2 4.2 Earnest Money 3 4.5 New Loan 4 4.6 Assumption Balance 5 4.7 Seller or Private Financing 6 7 8 4.3 Cash at Closing 9 TOTAL 85 86 Note: Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation "N /A" 87 or the word 'Deleted" means not applicable and when inserted on any line in Dates and Deadlines 3), means that the 88 corresponding provision of the Contract to which reference is made is deleted. The abbreviation "MEC" (mutual execution of this 89 Contract) means the date upon which both parties have signed this Contract. 90 4. PURCHASE PRICE AND TERMS. 91 4.1. Price and Terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows: 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 exeept- as- peevid 4.2. Earnest Money. The Earnest Money set forth in this section, in the form of CHECK, shall be payable to and held by TITLE COMPANY OF THE ROCKIES. INC WF Branch (Earnest ivtoney Holder), in its trust account, on behalf of both Seiler and Buyer. The Earnest Money deposit shall be tendered with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline 3) for its payment. If Earnest Money Holder is other than the Brokerage Finn identified in 32 or 33, Closing Instructions signed by Buyer, Seller and Earnest Money Holder must be obtained on or before delivery of Earnest Money to Earnest Money Holder. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction shall be transferred to such fund. 4.2.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of the Contract is as set forth as the Alternative Earnest Money Deadline 3). 4.2.2. Return of Earnest Money. allowing-r°^e ;otice to Terminate or other {Client113236173102325141.DOC 3 }No. CBS4 -8 -i0. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 3 <4'16 4./ 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 137 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 I46 147 148 149 150 151 152 153 154 155 156 157 158 159 instructions, i.e., Earneft Money Release form, within three days of Seller's receip* of SEE ADDENDUM. 4.3. Form of Funds; Time of Payment; Funds Available. 4.3.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and closing costs, shall be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 4.3.2. Available Funds. All funds required to be paid at Closing or as otherwise agreed in writing between the parties shall be timely paid to allow disbursement by Closing Company at Closing OR SUCH PARTY SHALL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this Contract, Does Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in 4,1. 4.4. Seller Concession. Seller, at Closing, shall pay or credit, as directed by Buyer, an amount of $NONE to assist with Buyer's closing costs (Seller Concession). Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession shall be reduced to the extent it exceeds the aggregate of what is allowed by Buyer's lender, but in no event shall Seller pay or credit an amount for Seller Concession that exceeds the lesser of (1) the stated amount for Seller Concession or (2) Buyer's closing costs. 1.5. New Loan. 4.5.1. Buyer -to Pay•Loan- Costs. Buyer, except as provided in -4.-4 l applicable, shall timely pay Buyer% loan c s� loan tcount- points prepaid4tems- and loan origination -feet, as required-by- Mender. 45.2- -Buyer May Selee-t- Finaeteing=- Buyer- may- sc-leet- fnaneing- appropriate and aceeptable to Buyer, including a different kkan -than h, i 11y ugly;- except- as- restrieled in-§ 29, Additional Provisions: 1.6. Assumption. Buyer agrees- to- aesume and pay an existing Balance set forte presently payable at per including plineapal and interest presently-at-the rate of •dso including escrow for the following .as indicated:-❑ Real );state Taxes 0 Property insurance Premium and )Buyer agrees to pay a loan transfer fee not to exceed At -the time of assumption, the new interest rate shall not exceed -per annum May Terminate -this Centres Seller Shall Sh release froin liability shall be e-id itfne -nt- from leade Any pay ableforrolease- ofl-iability shall be paid by in an amount not to exceed 4.7. Seller -or P- rivate- Ivnartabig- -uyer agrees to execute -a- promissory note payable to as ❑,loin# Tenants -[-J Fenants•4n-€ommon- dOther on -tlae -note-form as indicated: -D- efault Rate)- NTP8 -1- 441- (#i Other st, -2nd eto deed- of-trust- encumbering the Prroperty;using -the- form- as- mdteatedi P. Transfer ('1'D74 8 10) Other T-he promissory-note-shall be-annectized-owthe basis -of Y- ears- M-ontEas at 8 per y terest-at- the -rate of %per- anarum Payments-sho11 commence and on the day of o ch succeeding 11 not sconer pa :d the 1saiano rineipaal and .accrued interest shall be due and payable after Closing. Payments increased Lay of-estimated annual real estate taxes, and Shall Shall Not be increased by of estimated annual property insurance premium. The loan shall also contain the following terms: (1) if any payment is not received within days after its duc date, a late charge of of such pa rincipal balance -ef thr-wxisting loan at Closing is lef.;s- tkan-th f fillen notice to terminate or [1 .b1e, compliance with the- renniec rents for gofan poror anoun Buyer may prepay without a penalty except and (5) Buyer C Shall ant granting the holder of the :crty included --ir *dais sale: Buyer Shall Shall- Not- prewide-a-- mortgagee's- title-insurafse policy, at Buyer's expense. {Client \13236173\02325141.DOC 3 }No. CBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 4 of 16 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 209 210 211 212 213 214 215 A. Title, Survey). t. e: without chan in the ferias- of-st. h-ioe -xcept 198 6. APPRAISAL PROVISIONS. 199 200 201 202 203 204 205 206 207 208 employment and t-or before Closing, if the Cash at benefit of Buyer, this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents -in Buyer's sole subjective discretion -If w 6.1. Property Approval. If the lender imposes any requirements or repairs (Requirements) to be made to the Property (notwithstanding 10 of this Contract) by delivering written notice to tsrniinate to Buyer on or before three days following 6.1: (1) the parties enter into a written agre ement r tho Requirements; or (2) the Requirements aro 6.2. Appraisal Condition, 6.2.1. Not Applicable. This 6.2 shall not apply: 6.2.2. Conventional /Other Buyer shall have the -oh) option and election to terminate this Contract if the Purchase Price exceeds the Property's valuation determined by an appraiser engaged by The appraisal shall be received by Buyer or Buyer's lender on or before Appraisal Deadline 3). This Contract shall terminate by Buyer delivering to Soifer written notice to terminate and either a copy-of -such- appraisal-er• -w waives any right to tenninat under this section. Buyer Seller. (Client \13236 \73 \02325141.DOC 3)No. CBS4 -8.10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 5 of 16 c,� 216 7. EVIDENCE OF TITLE, SURVEY AND CIC DOCUMENTS. 217 7.1. Evidence of Title. On or before Title Deadline 3), Seller shall cause to be furnished to Buyer, at Seller's 218 expense, a current commitment for owner's title insurance policy (Title Commitment) in an amount equal to the Purchase Price 219 .f title certified to a current date. If title insurance is furnished, Seller shall also deliver to 220 Buyer copies of any abstracts of title covering all or any portion of the Property (Abstract) in Seller's possession. At Seller's 221 expense, Seller shall cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. 222 The title insurance commitment Shall Shall Not commit to delete or insure over the standard exceptions which relate to: 223 (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) any unrecorded mechanics' liens, (5) gap period 224 (effective date of commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to the 225 year of Closing. Any additional premium expense to obtain this additional coverage shall be paid by Buyer Seller. 226 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. Buyer shall have 227 the right to review the Title Commitment, its provisions and Title Documents (defined in 7.2), and if not satisfactory to Buyer, 228 Buyer may exercise Buyer's rights pursuant to 8.1. 229 7.2. Copies of Exceptions. On or before Title Deadline 3), Seller, at Seller's expense, shall furnish to Buyer and 230 NONE, (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title 231 Commitment is required to be fumished, and if this box is checked Copies of any Other Documents (or, if illegible, 232 summaries of such documents) listed in the schedule of exceptions (Exceptions). Even if the box is not checked, Seller shall have 233 the obligation to furnish these documents pursuant to this section if requested by Buyer any time on or before Exceptions Request 234 Deadline 3). This requirement shall pertain only to documents as shown of record in the office of the clerk and recorder in the 235 county where the Property is located. The abstract or Title Commitment, together with any copies or summaries of such documents 236 furnished pursuant to this section, constitute the title documents (collectively, Title Documents). 237 7,3. Survey. On or before Survey Deadline 3), Seller Buyer shall order or provide, and cause Buyer (and the 238 issuer of the Title Commitment or the provider of the opinion of title if an abstract) to receive, a current Improvement Survey 239 Plat Improvement Location Certificate L. AN AMENDED PLAT FOR THE PROPERTY AS PROVIDED AND 240 DESCRIBED IN THE ADDENDUM TO THIS CONTRACT (the description checked is known as Survey). An amount not to 241 exceed for Survey shall be paid by Buyer Seller. If the cost exceeds this amount, Buyer Seller shall pay 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 7.4. Common Interest Community Documents. The term CIC Documents consists of all owners' associations (Association) declarations, bylaws, operating agreements, rules and regulations, party wall agreements, minutes of most recent annual owners' meeting and minutes of any directors' or managers' meetings during the six -month period immediately preceding the date of this Contract, if any (Governing Documents), most recent financial documents consisting of (1) annual balance sheet, (2) annual income and expenditures statement, and (3) annual budget (Financial Documents), if any (collectively, CIC Documents). 7.4.1. Not Applicable. This 7,4 shall not apply. 7.4.2. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY. THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNER'S ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 7.4.3. Not Conditional on Review. Buyer acknowledges that Buyer has received a copy of the CIC Documents. Buyer has reviewed them, agrees to accept the benefits, obligations and restrictions that they impose upon the Properly and Us owners and waives any right to terminate this Contract due to such documents, notwithstanding the provisions of 8.5. 7.4.4. CIC Documents to Buyer. 7.4.4.1. Seller to Provide CIC Documents. Seller shall cause the CIC Documents to be provided to Buyer, at Seller's expense, on or before CIC Documents Deadline 3). 7.4.4.2. Seller Authorizes Association. Seller authorizes the Association to provide the CIC Documents to Buyer, at Seller's expense. (Client\13236173102325141.DOC 3)No. CBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 6 of 16 274 7.4.4.3. Seller's Obligation. Seller's obligation to provide the CIC Documents shall be fulfilled upon 275 Buyer's receipt of the CIC Documents, regardless of who provides such documents. 276 7.4.5. Conditional on Buyer's Review. If the box in either 7.4.4.1 or 7.4.4.2 is checked, the provisions of this 277 7.4.5 shall apply. In the event of any unsatisfactory provision in any of the CIC Documents, in Buyer's sole subjective discretion, 278 and written notice to tenninate by Buyer, or on behalf of Buyer, is delivered to Seller on or before CIC Documents Objection 279 Deadline 3), this Contract shall terminate. If Seller does not receive Buyer's written notice to terminate on or before CIC 280 Documents Objection Deadline 3), Buyer accepts the CIC Documents and waives the right to terminate for that reason. 281 Should Buyer receive the CIC Documents after CIC Documents Deadline 3), Buyer shall have the right, at 282 Buyer's option, to terminate this Contract by written notice to terminate delivered to Seller on or before ten days after Buyer's 283 receipt of the CIC Documents. If Buyer does not receive the CIC Documents, or if such written notice to terminate would 284 otherwise be required to be delivered after Closing Date 3), Buyer's written notice to terminate shall be received by Seller on or 285 before three days prior to Closing Date 3). If Seller does not receive Buyer's written notice to terminate within such time, 286 Buyer accepts the provisions of the CIC Documents, and Buyer's right to terminate this Contract pursuant to this section is waived, 287 notwithstanding the provisions of 8.5. 288 Note: If no box in this 7.4 is checked, the provisions of 7.4.4.1 shall apply. 289 8. TITLE AND SURVEY REVIEW. 290 8.1. Title Review. Buyer shall have the right to review the Title Documents. Buyer shall provide written notice to 291 terminate based on unrnerchantability of title, unsatisfactory form or content of Title Commitment, or, notwithstanding 13 of any 292 other unsatisfactory title condition, in Buyer's sole and subjective discretion, shown by the Title Documents (Notice of Title 293 Objection). Such Notice of Title Objection shall be delivered by or on behalf of Buyer and received by Seller on or before Title 294 Objection Deadline 3), provided such Title Documents are received by Buyer in a timely manner. If there is an endorsement to 295 the Title Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment 296 shall be delivered to Buyer. Provided however, Buyer shall have five days to deliver the Notice of Title Objection after receipt by 297 Buyer of the following documents: (1) any required Title Document not timely received by Buyer, (2) any change to the Title 298 Documents, or (3) endorsement to the Title Commitment. If Seller does not receive Buyer's Notice of Title Objection by the 299 applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory. 300 8.2. Matters Not Shown by the Public Records, Seller shall deliver to Buyer, on or before Off Record Matters 301 Deadline 3) true copies of all leases and surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all 302 easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters 303 (including, without limitation, rights of first refusal and options) not shown by the public records of which Seller has actual 304 knowledge. Buyer shall have the right to inspect the Property to investigate if any third party has any right in the Property not 305 shown by the public records (such as an unrecorded easement, unrecorded lease, boundary line discrepancy or water rights). 306 Written notice to terminate based on any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, 307 notwithstanding 13), in Buyer's sole subjective discretion, by or on behalf of Buyer shall be delivered to Seller on or before Off 308 Record Matters Objection Deadline 3). If Seller does not receive Buyer's written notice to terminate on or before Off Record 309 Matters Objection Deadline 3), Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual 310 knowledge. 311 8.3. Survey Review. 312 8.3.1. Not Applicable. This 8.3 shall not apply. 313 8.3.2. Conditional on Survey. If the box in this 8.3.2 is checked, Buyer shall have the right to review the 314 Survey. If written notice to terminate by or on behalf of Buyer based on any unsatisfactory condition, in Buyer's sole subjective 315 discretion, shown by the Survey, notwithstanding 8.2 or 13, is received by Seller on or before Survey Objection Deadline 316 3), this Contract shall terminate. If Seller does not receive Buyer's written notice to terminate by Survey Objection Deadline 317 3), Buyer accepts the Survey as satisfactory. 318 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 319 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 320 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 32I FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 322 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 323 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 324 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 325 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING 326 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 327 RECORDER, OR THE COUNTY ASSESSOR. 328 In the event the Property is located within a special taxing district and Buyer desires to terminate this Contract as the effect of 329 the special taxing district is unsatisfactory, in Buyer's sole subjective discretion, if written notice to terminate, by or on behalf' of 330 Buyer, is received by Seller on or before Off Record Matters Objection Deadline 3), this Contract shall terminate. If Seller (Client113236 \73 \02325141.DOC 3)No. CBS4 8 10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 7 of 16 e/9 331 does not receive Buyer's written notice to terminate on or before Off Record Matters Objection Deadline 3), Buyer accepts 332 the effect of the Property's inclusion in such special taxing district and waives the right to terminate for that reason. 333 8.5. Right to Object, Cure. Buyer's right to object shall include, but not be limited to, those matters set forth in 8 and 334 13. If Seller receives Buyer's written notice to terminate or notice of unmerchantability of title or any other unsatisfactory title 335 condition or commitment terms as provided in 8.1 and 8.2, Seller shall use reasonable efforts to correct said items and bear any 336 nominal expense to correct the same prior to Closing. If such unsatisfactory title condition is not corrected to Buyer's satisfaction, 337 in Buyer's sole subjective discretion, on or before Closing, this Contract shall terminate; provided, however, Buyer may, by 338 written notice received by Seller on or before Closing, waive objection to such items. 339 340 341 342 343 344 345 8.7. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 346 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 347 including without limitation, boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, 348 leases and other unrecorded agreements, and various laws and governmental regulations concerning land use, development and 349 environmental natters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the 350 surface estate does not necessarily include transfer of the mineral rights or water rights. Third parties may hold interests in 351 oil, gas, other minerals, geothermal energy or water on or under the Property, which interests may give them rights to 352 enter and use the Property. Such matters may be excluded from or not covered by the title insurance policy. Buyer is advised to 353 timely consult legal counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Title 354 Objection Deadline 3) and Off Record Matters Objection Deadline 3)]. 355 9. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not 356 limited to exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations 5), Title 357 and Survey Review 8) and Property Disclosure, Inspection, Indemnity, Insurability, Due Diligence and Source of Water 358 10). 359 force and effect. Spilt) DISCLOSURE, INSPECTION AND DUE DILIGENCE {Client113236 \73 \02325141.DOC 3}No. CBS4.8 10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 8 of 16 air in full 360 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE 361 OF WATER. 362 10.1. Seller's Property Disclosure Deadline. On or before Seller's Property Disclosure Deadline 3), Seller agrees to 363 deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form 364 completed by Seller to Seller's actual knowledge, current as of the date of this Contract. 365 10.2. Inspection Objection Deadline. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is 366 conveying the Property to Buyer in an "as is" condition, "where is" and "with all faults Seller shall disclose to Buyer, in writing, 367 any latent defects actually known by Seller. Buyer, acting in good faith, shall have the right to have inspections (by a third party, 368 personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property, 369 (2) the physical condition of the Inclusions, (3) service to the Property (including utilities and communication services), systems and 370 components of the Property, e.g. heating and plumbing, (4) any proposed or existing transportation project, road, street or highway, or 371 (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property or its 372 occupants is unsatisfactory in Buyer's sole subjective discretion, Buyer shall, on or before Inspection Objection Deadline 3): 373 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 374 10.2.2. Notice to Correct. Deliver to Seller a written description of any unsatisfactory physical condition which 375 Buyer requires Seller to correct. 376 If written notice is not received by Seller on or before Inspection Objection Deadline 3), the physical condition of the 377 Property and Inclusions shall be deemed to be satisfactory to Buyer. 378 10.3. Inspection Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed 379 in writing to a settlement thereof on or before Inspection Resolution Deadline 3), this Contract shall terminate on Inspection 380 Resolution Deadline 3), unless Seller receives Buyer's written withdrawal of the Notice to Correct before such termination, 381 i.e., on or before expiration of Inspection Resolution Deadline 3). 382 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract, is responsible for payment for 383 all inspections, tests, surveys, engineering reports, or any other work perforated at Buyer's request (Work) and shall pay for any 384 damage that occurs to the Property and Inclusions as a result of such Work. Buyer shall not permit claims or liens of any kind 385 against the Property for Work performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable attorney fees, legal fees and expenses. The provisions of this section shall survive the termination of this Contract. 10.6. Due Diligence Physical Inspection. Buyer's Inspection of the Property under 10.2 shall also include, without limitation, at Buyer's option, an inspection of the roof, walls, structural integrity of the Property, an inspection of the electrical, plumbing, HVAC and other mechanical systems of the Property, AND SUCH OTHER MATTERS THAT BUYER REASONABLY DETERMINES ARE MATERIAL. If the condition of the Property or Inclusions are not satisfactory to Buyer, in Buyer's sole subjective discretion, Buyer shall, on or before Inspection Objection Deadline 3), provide the applicable written notice pursuant to 10.2. Buyer shall also have the right to obtain environmental inspections of the Property including Phase I and Phase II Environmental Site Assessments, as applicable. Seller Buyer shall order or provide Phase I Environmental Site Assessment, Phase II Environmental Site Assessment (compliant with ASTM E1527 -05 standard practices for Environmental Site Assessments) and/or at the expense of Seller Buyer (Environmental Inspection). In addition, Buyer may also conduct an evaluation whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations shall be conducted at such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property, if any. If Buyer is not satisfied with the results of Environmental Inspection, in Buyer's sole subjective discretion, and written notice to terminate is received by Seller on or before Environmental Inspection Objection Deadline 3), this Contract shall terrninatc. If Buyer is not satisfied with the results of ADA Evaluation, in Buyer's sole subjective discretion, and written notice to terminate is received by Seller on or before ADA Evaluation Objection Deadline 3), this Contract shall terminate. If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the Environmental Inspection Objection Deadline 3) shall be extended by THIRTY (30) days and if such extended Environmental Inspection Objection Deadline 3) extends beyond the Closing Date 3), the Closing Date 3) shall be extended a like period of time. 10.7. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline 3) to the extent such Due Diligence Documents exist and are in Seller's possession: 10.7.2. Copies of the Property tax bills for the last TWO (2) years; 10.7.3. As -built construction plans (original and subsequent construction) to the Property and the tenant improvements, including architectural, electrical, mechanical, and structural systems; engineering reports; and permanent Certificates of Occupancy, to the extent now available; 10.7.4. A list of all Inclusions to be conveyed to Buyer; 10.7.5. Operating statements for the past years; 10.7.6. A rent roll accurate and correct to the date of this Contract; 10.7.8.— Achedulo of any tenant improvement work Seller is obligated to complete but-has-net-yet completed and 10.7.9, Copies of all insurance policies pertaining to the Property and copies of any claims which have boon made 430 for the past years; 431 10.7.10. Soils reports, Surveys and engineering reports or data pertaining to the Property (if not delivered earlier 432 under 8.2); 433 10.7.11. Any and all existing documentation and reports regarding Phase 1 and II environmental reports, letters, 434 test results, advisories, and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or other 435 toxic hazardous or contaminated substances, and /or underground storage tanks and/or radon gas. If no reports are in Seller's 436 possession or known to Seller, Seller shall warrant that no such reports are in Seller's possession or known to Seller, 437 Milks Act reports, studies or surveys concerning the compliance -ef 438 439 440 441 442 443 10.7.13. All permits, licenses and other building or use authorizations issued by any governmental authority with jurisdiction over the Property and written notices of any violations of any such permits, licenses or use authorizations, if any; and 10.7.14. Other Documents: NONE. 1 Due Diligence Documents Conditions. This Contract is subject to and expressly conditional upon Buyer, in Buyer's sole subjective discretion, reviewing and approving the IRue Diligence Documents, Survey, Leases, zoning and any use {Client113236173102325141.DOC 3)No. CBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 9 of 16 444 restrictions imposed by any governmental agency with jurisdiction over the Property (Zoning). Buyer shall also have the unilateral 445 right to waive any condition herein. 446 10.8.1 Due Diligence Documents. If Buyer is not satisfied with the results of Buyer's review of the Due Diligence 447 Documents and written notice to terminate is received by Seller on or before Due Diligence Documents Objection Deadline 448 3), this Contract shall terminate. 449 10.8.2. Survey. If any unsatisfactory condition is shown by the Survey and written notice to terminate is received 450 by Seller on or before Survey Objection Deadline 3), this Contract shall terminate. 451 452 453 454 455 10.8.4. Zoning. If Buyer is not satisfied with the results of Buyer's review of the Zoning and written notice to 456 terminate is received by Seller on or before Due Diligence Documents Objection Deadline 3), this Contract shall terminate. 457 If Buyer's written notice to terminate for any of the conditions set forth above is not timely received by Seller, then such 458 condition shall be deemed to be satisfactory to Buyer. 459 10.9. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer 0 Does Does Not 460 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable 461 water for the Property. t 1 Z There is No Well. 462 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 463 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 464 DETERMINE THE LONG -TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 465 1. eation-o 466 467 468 enter into any new leas 469 470 471 11. TENANT ESTOPPEL STATEMENTS. 472 11.1. Not Applicable. This 11 shall not apply. 473 474 475 476 477 478 479 480 481 482 11.2.5. That there is no default under the terms of said Lease by landlord or occupant; and 483 11.2.6, That the Lease to which the E 484 485 486 487 488 489 490 491 11.2.1. The commencement date of the Lease and scheduled termination -date of the Lease; 11.2.2. That said Lease is in full force and effect and that there have been no subsequent modifications or affierldmentsi 11.2.3. The amount of any advance rentals paidnt concessions- given, and deposits paid to Seller; CLOSING PROVISIONS I a14 -also- have- the-unilateral -Se-lle -r--en be o T t 492 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 493 12.1. Closing Documents and Closing Information. Seller and Buyer shall cooperate with the Closing Company to 494 enable the Closing Company to deliver all documents required for Closing to Buyer and Selier and their designees by the Closing 495 Documents Delivery Deadline 3). If Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender 496 shall be required to provide the Closing Company in a timely manner all required loan documents and financial information 497 concerning Buyer's new loan. Buyer and Seller will furnish any additional information and documents required by Closing 498 Company that will be necessary to complete this transaction. Buyer and Seller shall sign and complete all customary or reasonably 499 required documents at or before Closing. (Client\13236 \73 \0232514 LDOC 3 }No. CBS4-8-1 0. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 10 of 16 500 12.2. Closing Instructions. Buyer and Seller agree to execute the Colorado Real Estate Commission's Closing 501 Instructions. Such Closing Instructions /5 Are Are Not executed with this Contract. Upon mutual execution, A. Seller 502 Buyer shall deliver such Closing Instructions to the Closing Company. 503 12.3. Closing. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified 504 as the Closing Date 3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by 505 MUTUAL WRITTEN AGREEMENT OF THE PARTIES OR IF THEY CANNOT AGREE, THEN 10:00 A.M. AT THE 506 OFFICES OF THE TITLE COMPANY. 507 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary 508 between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 509 13. TRANSFER OF TITLE, Subject to tender or payment at Closing as required herein and compliance by Buyer with the 510 other terms and provisions hereof, Seiler shall execute and deliver a good and sufficient SPECIAL WARRANTY deed to Buyer, at 511 Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided 512 herein, title shall be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of 513 the date of Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to: 514 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted 515 by Buyer in accordance with Title Review 8A), 516 13.2. Distribution utility easements (including cable TV), 517 13.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual 518 knowledge and which were accepted by Buyer in accordance with Matters Not Shown by the Public Records 8.2) and Survey 519 Review 8.3), 520 13.4. Inclusion of the Property within any special taxing district, and 521 13.5. Other SEE SECTION 18 "ADDITIONAL COVENANTS" IN THE ADDENDUM. 522 14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the 523 proceeds of this transaction or from any other source. 524 1.5. CLOSING COSTS, CLOSING FEE, CIC FEES AND TAXES. 525 15.1. Closing Costs. Buyer and Seller shall pay, in Good Funds, their respective closing costs and all other items required 526 to be paid at Closing, except as otherwise provided herein. 527 15.2. Closing Services Fee. The fee for real estate closing services shall be paid at Closing by Buyer Seller 528 One -Half by Buyer and One -Half by Seller Other 529 15.3. Status Letter and Transfer Fees. Any fees incident to the issuance of Association's statement of assessments 530 (Status Letter) shall be paid by Buyer Seller One -Half by Buyer and One -Half by Seller. Any transfer fees assessed 531 by the Association (Association's Transfer Fee) shall be paid by CI Buyer Seller One -Half by Buyer and One -Half by 532 Seller. 533 15.4. Local Transfer Tax. The Local Transfer Tax of 0.25% of the Purchase Price shall be paid at Closing 534 by Buyer Seller One -Half by Buyer and One -Half by Seller. FOR PURPOSES OF THIS AGREEMENT, THE 535 "LOCAL TRANSFER TAX" SHALL MEAN THE TRANSFER FEE PAYABLE TO THE CORNERSTONE COMMUNITY 536 FOUNDATION IN ACCORDANCE WITH THE GRAND PARK DECLARATION. 537 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction shall be paid when due by 538 Buyer Seller El One -Half by Buyer and One -Half by Seller. 539 16. PRORATIONS. The following shall be prorated to Closing Date 3), except as otherwise provided: 540 .16.1. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Closing, based on Taxes for 541 the Calendar Year Immediately Preceding Closing Most Recent Mill Levy and Most Recent Assessed Valuation, or 542 Other 543 osing, SeIlcr shall transfer or credit to 544 545 546 547 548 549 550 551 552 553 554 16.3. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in advance shall be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance by the Association shall not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon shall be the obligation of Seller. Any other special assessment assessed prior to Closing Date 3) by the Association shall be the obligation of Buyer Seller. Seller represents that the Association Assessments are currently payable at TBD per month and that there are no unpaid regular or special assessments against the Property except the current regular (Clien 13236173 \02325141.D0C /3)No. CRS4 -8 -10. CONTRACT TO ROY AND SELL REAL ESTATE (LAND) Page 11 of 16 555 assessments and none other. Such assessments are subject to change as provided in the Governing Documents. Seller agrees to 556 promptly request the Association to deliver to Buyer before Closing Date 3) a current Status Letter. 557 16.4. Other Prorations. Water and sewer charges, interest on continuing loan, and 558 16.5. Final Settlement. Unless otherwise agreed in writing, these proration shall be final. 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date at Possession subject to the following leases or tenancies: none 559 560 561 562 563 564 565 566 567 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally liable to Buyer for payment of $100.00 per day (or any part of a day notwithstanding 18.1) from Possession Date and Possession Time 3) until possession is delivered. I GENERAL PROVISIONS I Tirne 3), 568 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 569 18.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States 570 Mountain Time (Standard or Daylight Savings as applicable). 571 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified, 572 the first day is excluded and the last day is included, e.g., three days after MEC. If any deadline falls on a Saturday, Sunday or 573 federal or Colorado state holiday (Holiday), such deadline Shall Shall Not be extended to the next day that is not a 574 Saturday, Sunday or Holiday. Should neither box be checked, the deadline shall not be extended. 575 19. CAUSES OF LOSS, INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND 576 WALK THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be delivered in the 577 condition existing as of the date of this Contract, ordinary wear and tear excepted. 578 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of 579 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price, Seller shall be obligated to repair the 580 same before Closing Date 3). In the event such damage is not repaired within said time or if the damage exceeds such sum, this 581 Contract may be terminated at the option of Buyer by delivering to Seller written notice to terminate on or before Closing. Should 582 Buyer elect to carry out this Contract despite such damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds 583 that were received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the 584 amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the event Seller 585 has not received such insurance proceeds prior to Closing, then Seller shall assign such proceeds at Closing, plus credit Buyer the 586 amount of any deductible provided for in such insurance policy, but not to exceed the total Purchase Price. 587 19,2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication 588 services), systems and components of the Property, e.g., heating or plumbing, fail or be damaged between the date of this Contract 589 and Closing or possession, whichever shall be earlier, then Seller shall be liable for the repair or replacement of such Inclusion, 590 service, system, component or fixture of the Property with a unit of similar size, age and quality, or an equivalent credit, but only 591 to the extent that the maintenance or replacement of such Inclusion, service, system, component or fixture is not the responsibility 592 of the Association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. Seller and Buyer 593 are aware of the existence of pre -owned home warranty programs that may be purchased and may cover the repair or replacement 594 of such Inclusions. 595 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 596 result in a taking of all or part of the Property or Inclusions, Seller shall promptly notify Buyer, in writing, of such condemnation 597 action. In such event, this Contract may be terminated at the option of Buyer, in Buyer's sole subjective discretion, by Buyer 598 delivering to Seller written notice to terminate on or before Closing. Should Buyer elect to consummate this Contract despite such 599 diminution of value to the Property and Inclusions, Buyer shall be entitled to a credit at Closing for all condemnation proceeds 600 awarded to Seller for the diminution in the value of the Property or Inclusions but such credit shall not include relocation benefits, 601 expenses or exceed the Purchase Price. 602 19.4. Walk Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through 603 the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. {Client\13236 \73\02325141.1)OC 3)No. CBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 12 of lb 6 4 (7 604 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge 605 that the respective broker has advised that this document has important legal consequences and has recommended the examination 606 of title and consultation with legal and tax or other counsel before signing this Contract. 607 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as 608 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation 609 hereunder is not performed or waived as herein provided, there shall be the following remedies: 610 21.1. If Buyer is in Default: 611 612 613 6I4 615 616 617 618 619 620 621 622 623 by- Seller; and Seller may recover such damages as may be 21.1.2. Liquidated Damages, Applicable. This 21.1.2 shall apply unless the box in 6 21.1.1. is checked. All Earnest Money (whether or not paid by Buyer) shall be paid to Seller, and retained by Seller. Both parties shall thereafter be released from all obligations hereunder. It is agreed that the Earnest Money specified in 4.1 is LIQUIDATED DAMAGES, and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in 10.4, 22, 23 and 24), said payment of Earnest Money shall be SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as being in full force and effect and Buyer shall have the right to specific performance or- damages, or -both. 624 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 625 or litigation relating to this Contract, prior to or after Closing Date 3), the arbitrator or court shall award to the prevailing party 626 all reasonable costs and expenses, including attorney fees, legal fees and expenses. 627 23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first 628 proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person 629 who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the 630 dispute must agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will 631 share equally in the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute 632 is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's 633 Iast known address. This section shall not alter any date in this Contract, unless otherwise agreed. 634 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest 635 Money as directed by written mutual instructions, signed by both Buyer and Seller. in the event of any controversy regarding the 636 Earnest Money (notwithstanding any termination of this Contract), Earnest Money Holder shall not be required to take any action. 637 Earnest Money Holder, at its option and sole subjective discretion, may (1) await any proceeding, (2) interplead all parties and 638 deposit Earnest Money into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees, 639 or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or 640 Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest 641 Money Holder's notice to the parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In the event 642 Earnest Money Holder does receive a copy of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest 643 Money Holder shall disburse the Earnest Money pursuant to the Order of the Court, The parties reaffirm the obligation of 644 Mediation 23). The provisions of this 24 apply only if the Earnest Money Holder is one of the Brokerage Finns named in 645 §32 or §33. 646 25. TERMINATION. In the event this Contract is terminated, all Earnest Money received hereunder shall be returned and the 647 parties shall be relieved of all obligations hereunder, subject to 10.4, 22, 23 and 24. 648 26, ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute 649 the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or 650 written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall 651 be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any obligation in this Contract 652 that, by its terms, is intended to be performed after termination or Closing shall survive the same. 653 27. NOTICE, DELIVERY, AND CHOICE OF LAW. 654 27.1. Physical Delivery. All notices must be in writing, except as provided in 27.2. Any document, including a signed 655 document or notice, delivered to Buyer shall be effective when physically received by Buyer, any signator on behalf of Buyer, any (Client1 323 617 3102 3 25 1 4 1.DOC 3)No. CBS4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 13 or 16 J r 656 named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working with Buyer (except for delivery, 657 after Closing, of the notice requesting mediation described in 23) and except as provided in 27.2. Any document, including a 658 signed document or notice, delivered to Seller shall be effective when physically received by Seller, any signator on behalf of 659 Seller, any named individual of Seller, any representative of Seller, or Brokerage Firm of Broker working with Seller (except for 660 delivery, after Closing, of the notice requesting mediation described in 23) and except as provided in 27.2. 661 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document or 662 written notice may be delivered in electronic form only by the following indicated methods: /4 Facsimile Email 663 Internet No Electronic Delivery. Documents with original signatures shall be provided upon request of any party. 664 27.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance 665 with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property 666 located in Colorado. 667 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and 668 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to 27 on or 669 before Acceptance Deadline Date 3) and Acceptance Deadline Time 3). If accepted, this document shall become a contract 670 between Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed 671 a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. 672 689 Buyer's Name diV1CUME COLORADO, LLC Buyer's Signature ADDITIONAL PROVISIONS AND ATTACHMENTS 673 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 674 Commission.) 675 676 SEE ADDENDUM TO CONTRACT AND BUY REAL ESTATE ATTACHED HERETO AND INCORPORATED HEREIN BY 677 REFERENCE 678 679 680 681 30. ATTACHMENTS. The following are a part of this Contract: 682 683 Residential Addendum 684 685 Note: The following disclosure forms are attached but are not a part of this Contract: 686 687 688 SIGNATURES 1 Buyer's Name: Date Buyer's Signature Date Address: 11475 East Paradise Ln. Address: Scottsdale, AZ 85255 Phone No.: 480 -510 -9447 Phone No.: Fax No.: Fax No.: Electronic Address: realtycapadv@aol.com Electronic Address: 690 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to 31] (Client \13236173102325141.1)0C /3}No. CBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 14 or 16 693 Seller's Name: RAN DEVELOPMENT, LLC Seller's Name: UNICUME COLORADO, LLC Seller's Signature Date Seller's Signature Date Address: P.O. BOX 30 Address: WINTER PARK, CO 80482 Phone No.: 970 720 -8600 Phone No.: Fax No.: 970 726 -8833 Fax No.: Electronic Address: CLARK@CSTONEHOLDINGS.COM Electronic Address: 691 3L COUNTER; REJECTION. This offer is Countered Rejected. 692 Initials only of party (Buyer or Seller) who countered or rejected offer END OF CONTRACT TO BUY AND SELL REAL ESTATE e no Holder is other than the Brokerage Finn identified in 32 or 33, Closing Instructions signed by Buyer, Seller, and Earnest Brokerage Firm's Name: B aa miiv Address: Phone No.: Fax No.: Electronic Address; (To- be- completed by Broker working with Seller Broker's Signature Bate {Clicnt113236173 \02325141.DOC 1 3)No. CBS4 -8 -10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page I5 of 16 This is a Change of Status. Brokerage Firm's compensation or commission is to be paid by Seller Buyer Other Brokerage Firm's Name: Broker's Name: Address: Phone No.: Fax No.: Electronic Address: Iler's Agent Buyer's A Br„ ker' Si late (Cllentl13236173 \02325141.DOC 3)No. CBS4 -8-10. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) Page 16 of 16 1. Addendum. This Addendum has not been approved by the Colorado Real Estate Commission. In the event any provision of this Addendum conflicts with any provision of the Contract, then the provisions of this Addendum shall govern and control such conflicting provisions. 2. Property. As of the date of the Contract, the amended plat of the Property (the "Amended Plat has not yet been approved by the Town of Fraser (the "Town or recorded. As such, the depiction of the Property set forth on Exhibit A to the Contract will automatically be replaced with the platted legal description upon recordation of the Amended Plat without the necessity of amending the Contract. The recording of the Amended Plat at Closing is a condition to the obligation of Grand Park to convey the Property to the Buyer. 3. Closing. Following execution of this Agreement, Buyer shall apply for and diligently work to obtain Development Permit and Building Permit Approval from the Town and the associated necessary business licenses for the intended businesses acceptable to buyer (the "Permits Closing shall take place on the earlier of September 30, 2011 or one week following the Buyer's receipt of the Permits, or such earlier date as the parties may mutually agree in writing. If Buyer does not obtain the Permits by September 30, 2011, either party may terminate this Agreement upon two days written notice to the other. 4. Title Insurance. The Title Commitment Seller is to deliver to Buyer pursuant to Section 7.1 of the Contract shall be a pro forma Title Commitment setting forth the exceptions to title to the Property after the filing of the Amended Plat. No later than seven (7) days after the Town of Fraser's approval of the Amended Plat, Seller will deliver to the Buyer an updated title insurance commitment with respect to the Property. Buyer may only object to exceptions to title that are set forth in the updated Title Commitment that were not previously set forth in the pro forma Title Commitment for a period of (7) days after the receipt of the updated title insurance commitment. Seller shall have a period of 14 days to resolve any objections Buyer may have to the updated title insurance commitment. (a) Buyer acknowledges the Property is part of a master planned community known as the Village at Grand Park, located in Fraser, Colorado, as shown on the Final Plan the Village at Grand Park, recorded as Reception No. 2008007839 in the real property records of County of Grand, State of Colorado, as may be amended from time to time "Village at Grand Park and as such Seller requires certain design elements that must be adhered to throughout the development of the Property. Buyer shall provide to Seller copies of detailed architectural {Cliend] 3236173102322660.DOC 8} BuyeP to Contract to Buy and Sell Real Estate, dated March 4, 2011, between Grand Park Development LLC, as Seller, and Unicume Colorado, LLC, as Buyer (the "Contract 5. .Development Plans. A P..4 TJIVI Pagel of 12 Seller (21 drawings for the proposed commercial building that will include a bowling alley, movie theater and other commercial uses acceptable to Seller (the "Building and that include all building elevations, materials, color lists, landscaping, site improvements and signage as required by the Village at Grand Park Design Guidelines (the "Development Plans Buyer shall have the right to change the use of the building to other commercial uses allowed by the Town of Fraser after the initial construction so long as such uses are not exclusive to any other properties within the Village at Grand Park. The Development Plans shall include such detail and information as Seller shall reasonably request. The Development Plans shall be in accordance and consistent with the Declarations and Design Guidelines for the Village at Grand Park (the "Design Guidelines copies of which have been provided or will be provided to Buyer in accordance with the terms of the Contract. The Development Plans shall reflect that the improvements to be constructed on the Property will be subject to the Party Wall Agreement as described in Section 6 below, and Buyer will design the Building in such manner to accommodate construction of an adjoining building as provided for in the Party Wall Agreement. (b) The parties acknowledge that the Property is located within the Village at Grand Park and that, therefore, the Town and Seller have an interest in ensuring the architectural and design compatibility of the Building with the surrounding structures, and the parties further acknowledge that the Property is or will be subject to certain recorded covenants, conditions and restrictions that govern, among other things, design review approval. As such, prior to commencing construction on the Building, the Buyer shall apply for and receive all required approvals from any and all applicable design review bodies. In addition, the Buyer's Development Plans and Building plans must be approved by the Town and the Seller. The Seller will have the right to review and approve the Building's exterior architecture per the Village at Grand Park's Design Guidelines, which consent shall not be unreasonably withheld so long as the exterior architecture is in compliance with the requirements and intent of such Design Guidelines. By approving the Development Plan, the Building and any other exterior architecture, the Seller will not be construed to have reviewed or accepted such from the standpoint of safety or of their compliance with any applicable governmental laws, regulations or other requirements, and the Seller assumes no liability or responsibility for the acceptance or rejection of the site plans or exterior architecture by any applicable design review bodies, the Town or the Seller as set forth in the Contract, or for any defect in the Buyer's improvements constructed from the Development Plans. (c) Seller has constructed certain U.S. Highway 40 intersection improvements as required by the Colorado Department of Transportation and the Town to serve the Village at Grand Park, within which the Property is located. Seller has constructed the water main, sanitary sewer main and storm sewer main infrastructure to the boundary of the Property. The Buyer will have no responsibility for any landscaping or monumentation at the U.S. Highway 40 intersections for the Village at Grand Park. Except as may otherwise be expressly provided in this Agreement, Seller will not have any obligation under this Agreement to make or pay for any grading, road, street, traffic, drainage, public or private facilities or other improvements located within the Village at Grand Park other than the Property or to obtain or pay for any governmental permit, license or approval whatsoever with respect to the Village at Grand Park other than the Property or the use or development thereof. The Buyer will be responsible for the water, sanitary {ClientU3236V3V322660.DOC 18} j Page 2 of 12 /1 Buyere" 1 Seller (�7 sewer and storm sewer service connections to the mains and the natural gas, electric, telephone and cable services associated with the Property and the Building, including, without limitation, all water and sewer tap fees and connection fees for all other utilities serving the Property, and for grading, road street, traffic, drainage, public or private facilities located within the Property. The Buyer and Seller will coordinate the process of obtaining all necessary approvals from the Town for the Development Plans and the Building, the Amended Plat and Seller's improvements installed and constructed pursuant to the Contract. (d) Exclusive Uses. Seller shall grant Buyer the exclusive rights to operate a bowling alley and a movie theater within the Village at Grand Park effective upon Buyer's completion and operation of the bowling alley and movie theater. Should Buyer cease to operate either a bowling alley or a movie theater in the Village at Grand Park for a period of more than ninety (90) days, such exclusivity shall automatically terminate. If the parties cannot agree on the form of the Exclusivity Agreement by April 30, 2011, either party may terminate the Contract on at least fifteen (15) days written notice to the other. 6. Party Wall and Easements The Building shall be constructed up against the western property line of the Property in such a manner so that there will be a party wall between the Building and a future building to be constructed on Lot 12B, immediately to the west of the Property, by Seller and/or its successors and assigns. Buyer and Seller shall negotiate in good faith a Party Wall Agreement to be entered into at Closing that provides, among other terms, for the mutual maintenance of the party wall, cross easements and other appropriate terms (the "Party Wall Agreement The Party Wall Agreement shall grant Seller, its successors, assigns, licensees, guests, and invitees, an easement to access, use and modify the stairwell, if any, that Buyer may need to construct on the western end of the Building for fire code purposes. If the parties cannot agree on the form of the Party Wall Agreement by April 30, 2011, either party may terminate the Contract on at least fifteen (15) days written notice to the other. In addition to the Part Wall Agreement, Seller shall have easements for the construction of monuments and signage in the locations depicted on Exhibit B to the Contract and included on the Amended Plat. The roads in the Village at Grand Park are currently, or will be upon construction Town of Fraser Public Rights of Way with on street parking. Sidewalks constructed in the Village at Grand Park are required by the Town of Fraser to have a 5' clear walk area for public pedestrian use. Buyer shall be provided the Final Plan Development Plan for the Village at Grand Park along with all approved but unrecorded final plats for Buyer's review and approval as a part of Buyers due diligence. The parking area on lot 12C at the time of construction of a building and parking on lot 12C will be shared parking with the balance of the Village at Grand Park identically structured to the parking to be constructed on the Property once Buyer has completed its construction. To the extent the lot 12C construction is not completed prior to the Property construction, the Seller agrees to provide Buyer with a temporary easement agreement for parking purposes on lot 12C. The form of Temporary Parking Easement shall be agreed upon by Buyer and Seller by April 30, 2011; otherwise, either party may terminate the Contract on at least fifteen (15) days written notice to the other. {CIient\IA236t7 }02322660.DOC/8) t Buy Page 3 of 12 Seller. 7. Temporary Construction Easement. Seller shall give Buyer a temporary nonexclusive construction easement to use Lot 12B 12C for staging, storage, a construction office and other activities associated with development of the Property and construction of the Building (the "Temporary Construction Easement The Temporary Construction Easement for Lot 12C shall terminate upon the earlier of the issuance of a certificate of occupancy for the Building or twelve months after closing. The Temporary Construction Easement for Lot 12B shall terminate upon the earlier of the issuance of a certificate of occupancy for the Building, twelve months after closing, or fourteen (14) days after Seller provides written notice to Buyer of its intention to start construction on lot 12B. If the parties cannot agree on the form of the Temporary Construction Easement by March 30, 2011, either party may terminate the Contract on at least fifteen (15) days written notice to the other. The Temporary Construction Easement will not be recorded in the real property records. 8. Investigations. Buyer shall determine in its sole and absolute discretion the degree and scope of the tests or other investigations that Buyer desires to perform on the Property pursuant to this Contract, and Buyer shall be solely responsible for the completion of its own independent investigation regarding the Property and its suitability for Buyer's intended development. Seller shall provide to Buyer copies of environmental reports, site studies and surveys which relate directly to the Property which are in Seller's possession or under Seller's control (the "Reports"). Buyer shall keep the Reports strictly confidential, except as required by law or court order and except that Buyer may disclose the Reports to any proposed lenders or investors, or any attorneys, consultants, advisers or other parties retained by Buyer, its lender or investors in connection with this transaction, provided that the person or party receiving such information is contractually or otherwise legally obligated to keep confidential and not disclose such information to anyone else. The Reports are provided AS -IS and without warranties, including with respect to the accuracy and /or completeness thereof, and Buyer agrees and acknowledges that Buyer is relying exclusively on Buyer's own due diligence and investigations in deciding whether to purchase the Property. If Buyer terminates this Contract or the transaction contemplated hereby otherwise fails to close for any reason, Buyer shall return all Reports to Seller at Buyer's expense. 9. Buyer's Physical and General Due Diligence. Buyer's right to inspect and object to the condition of the Property as set forth in Section 10 of the Contract shall not be limited to the physical condition of the Property, and shall include the right of Buyer to verify, to Buyer's satisfaction in its sole and absolute discretion, any feature of or relating to the Property, the availability of and proximity of the Property to electric, telephone, natural gas, water, sewer, and other utilities, including, but not limited to, building, zoning, and allowed use regulations and covenants, electromagnetic fields (proximity to power lines), pine bark beetles, spruce bud worms or other similar or dissimilar infestations, proximity to Seller delineated flood plains or wetlands, hazardous waste sites, or the existence of wetlands. If Buyer is not satisfied, in its sole and absolute discretion, with any aspect of the Property, or related issues as described herein, Buyer shall have the right, in Buyer's sole and absolute discretion, to terminate the Contract by notifying Seller in writing on or before the Inspection Objection Deadline. In the event the Contract is terminated by Buyer pursuant to Section 10 of the Contract, Seller hereby agrees to cause the return of Buyer's Earnest Money in full and without penalty within two (2) business {Client\ 13236\73102322660.DOC /8) Page 4 of 12 Sete days of said written notification. Unless otherwise terminated, if no such written notification is received by Seller by the Inspection Objection Deadline, the Contract shall remain in full force and effect. 10. Access; Inspection. (a) Buyer may, at its option, retain engineers or other consultants (each a "Buyer's Agent for the purposes of performing or assisting in such tests and inspections provided for under the Contract. Prior to Buyer or Buyer's Agents entering upon the Property, Buyer shall have provided to Seller a certificate, or other evidence of insurance satisfactory to Seller, showing that Buyer has procured and maintains in force the following coverages: (i) Commercial General Liability covering bodily injury and property damage with a combined single limit of not less than $1,000,000; and (ii) worker's compensation insurance in the amounts required by applicable law; and (iii) contract liability coverage insuring Buyer's obligations under Section 10(d) of this Addendum; provided, however, that the limits of such insurance shall not limit Buyer's liability hereunder. The Commercial General Liability coverage shall name Buyer as insured and Seller as an additional named insured. In addition, prior to any Buyer's Agent entering upon the Property, Buyer's Agent shall have delivered a certificate or other acceptable proof of insurance with the coverages and in the amounts required of Buyer pursuant to this Section 10. (b) If the transaction contemplated by this Contract terminates before Closing, Buyer shall promptly restore any alterations made to or damage occurring to the Property by Buyer or Buyer's Agents; provided, however, that Seller acknowledges and agrees that tire tracks and soil borings shall not constitute alterations or damage for the purposes of this subsection. Test pits, if any, will be returned to finish grade and revegetated. (c) Buyer shall pay for all work performed on the Property by Buyer, or Buyer's contractors, representatives or agents, as such payments come due. Buyer shall post and /or serve a notice to each Buyer's Agent performing any work, test or other investigation on the Property that Seller's interest in the Property shall not be subject to any mechanics' liens and Buyer shall fulfill all other legal requirements to protect Seller's interest in the Property from the imposition of any liens relating to the work, tests, investigations or other activities of Buyer's Agents. Any and all liens on any portion of the Property resulting from the actions or requests or otherwise at the instance of Buyer shall be removed by Buyer at its sole cost and expense within five (5) days after notice thereof is given to Buyer. (d) Buyer shall, at Buyer's expense, defend, protect, save, indemnify, and hold harmless Seller and the Property from and against any and all obligations, claims, losses, liabilities, expenses and damages, including costs and reasonable attorneys' fees "Claims resulting from or related to Buyer's or Buyer's Agents' access to or presence on or about the Property or the performance of their work, tests or investigations thereon, other than for obligations, losses, liabilities, expenses or damages caused by the negligence or intentional actions of Seller, its members, officers, employee or agents or the tenants or guests on the Property, or as a result of conditions existing on the Property on or before Buyer's or Buyer's {Client \13 23102 22660.DOC 8) Bu Page 5 of 12 Sel1Z---1" Agent's access to the Property. Notwithstanding anything herein to the contrary, the obligations of Buyer under this Section 10 shall survive any termination of the Contract until the statute of limitations applicable to any such Claim shall have expired. 11. Termination. (a) Seller understands and agrees that this Contract may be terminated by Buyer in accordance with the terms and conditions contained herein. In the event that Buyer elects to terminate, Seller understands that the Earnest Money held by Title Company of the Rockies, Inc. Winter Park Branch "Escrow Agent shall be refunded to Buyer. Seller agrees that upon Escrow Agent's receipt of a written termination statement from Buyer that Escrow Agent shall immediately, without further notice or consent from Seller, release the Earnest Money in its possession to Buyer. Seller further understands and agrees that in the event of a dispute over termination or release of Earnest Money by Escrow Agent that Seller will look only to Buyer to settle such dispute, and that Escrow Agent shall be held harmless from any action derived therefrom, so long as it is acting in accordance with the terms of this Agreement. (b) In the event that Buyer terminates this Contract, then Buyer shall assign, without warranty, and deliver to Seller, without charge, copies of all of Buyer's plans, reports, studies and due diligence materials regarding the development of the Property (the "Buyer's Reports including without limitation any architectural plans and business plans. The Buyer's Reports shall be assigned AS -IS and without warranties, including with respect to the accuracy and /or completeness thereof. Buyer, its successors and assigns, shall be entitled to use the Buyer's Reports. 12. Utilities. Seller has constructed utility infrastructure as depicted on as -built plans provided to Buyer. Buyer shall assess the utility services available to the Property and the costs of obtaining such services as Buyer considers appropriate, and Seller makes no representation or warranty, except as otherwise stated in this Addendum, regarding the availability or terms of any utility services. Any extensions, relocations, or other infrastructure or modifications required to provide utility services to the Property are the responsibility of Buyer. Buyer shall be responsible for the design and construction, at its sole cost and expense, of infrastructure for utilities to serve the Property. Except as set forth herein, Buyer shall pay all hookup fees, tap fees or similar fees and all other costs and expenses of providing the Property with utility service. In the event that any utilities lines must cross any paved roadways to reach the Property's boundaries, then Buyer shall be required to bore under such roadway to extend any such utility lines unless Seller agrees otherwise in advance in writing in Seller's sole and absolute discretion. 13. Representation and Warranties of Seller. Seller hereby makes the following representations and warranties to Buyer as of the date of the Contract, to Seller's actual knowledge. These representations shall be true as of Seller's execution hereof and as of the Closing Date (but shall not apply to conditions first coming into existence after the Closing Date): {Client \13236173 \02)322660.DOC 8) B Page 6 of 12 Seth, (a) Status and Authority. Seller has the right, legal capacity and authority to enter into and perform its obligations under the Contract, and the documents to be executed and delivered pursuant hereto. (b) Litigation. No action, suit or proceeding is pending, or threatened against the Property, or affecting Seller's interests in, management of, or other activities with respect to the Property including any proceeding to rezone, subdivide, adopt special assessments, or condemn any portion of the Property, except as specifically set forth in this Addendum. (c) Environmental Matters. Except as otherwise disclosed: (i) no Hazardous Materials are located on, in, under or about the Property, (ii) there are no pending or threatened, legal or administrative proceedings involving the Property or Seller which relate to or arise from the existence of Hazardous Materials located on, in, under or about the Property, (iii) neither Seller nor any affiliate of Seller has caused or permitted the release or discharge of any Hazardous Materials on, in, under or about the Property at any time during the period of their ownership of the Property, (iv) no Hazardous Materials are or have been used, manufactured, placed or stored on the Property, and (v) the Property, including related soils and groundwater is not contaminated by any Hazardous Materials or environmental pollutants. As used herein, the term "Hazardous Materials" shall mean any substance, material or waste which is or becomes regulated by any local governmental authority, the State of Colorado or the United States Government, including without limitation, any material or substance which is designated as a hazardous or regulated substance pursuant to any federal, state or local law or regulation relating to hazardous substances or environmental protection. (d) Utilities, Sewer and Water. Seller has constructed the sewer and water lines to the locations indicated on the as -built map provided by Seller. (See Disclosure Documents provided by Seller). Buyer is solely responsible for evaluating and determining whether the water and sewer lines as depicted are sufficient for Buyer's intended use, and Seller makes no warranty or representation with respect thereto. (e) No Notice of Violation. Seller has not received any notice of any violation of any local, state, federal or other governmental authority, statute, ordinance, code, order, decree, law, permits, rule or regulation, including, but not limited to, pollution, health, safety, fire, environmental, sewage or zoning violations with respect to the Property, or any portion thereof that has not been cured. 14. As Is Purchase and Sale. EXCEPT AS EXPRESSLY PROVIDED IN THIS ADDENDUM, BUYER SPECIFICALI,Y ACKNOWLEDGES AND AGREES THAT SELLER 1S SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN "AS -IS" BASIS AS OF THE DATE OF THIS AGREEMENT AND "WITH ALL FAULTS" AS OF THE DATE OF THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THIS ADDENDUM, BUYER IS NOT RELYING UPON AND SELLER DOES NOT MAKE AND HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, OR OTHERWISE ARISING BY OPERATION OF LAW, AS TO ANY MATTER INCLUDING {ClientU 3,236173101322660.DOC /8} Page 7 of 12 Bu r'" Sae: WITHOUT LIMITATION, NO REPRESENTATION OR WARRANTY REGARDING: (A) THE QUALITY, NATURE OR ADEQUACY OF THE PROPERTY FOR BUYER'S INTENDED USE OR ANY OTHER USE, (B) THE TOPOGRAPHY, DRAINAGE, SOIL, SUBSOIL, GEOLOGY, GROUNDWATER OR OTHER GEOTECHNICAL MATTERS RELATING TO THE PROPERTY OR ITS ENVIRONS, (C) THE MERCHANTABILITY, MARKETABILITY, HABITABILITY, OR SUITABILITY FOR ANY PARTICULAR PURPOSE OF THE PROPERTY, (D) THE PRESENCE, EXISTENCE OR RELEASE OF ANY HAZARDOUS MATERIALS ON OR ABOUT THE PROPERTY OR ANY ADJOINING PROPERTIES, (E) THE CONDITION OF THE PROPERTY, OR (F) THE EXISTENCE OR ABSENCE OF WATER RIGHTS, DEVELOPMENT RIGHTS, ENTITLEMENTS, TAXES OR BONDS AFFECTING OR BENEFITING THE PROPERTY. ALL EXPRESS OR IMPLIED WARRANTIES NOT CONTAINED IN THIS AGREEMENT REGARDING ANY OF THE FOREGOING MATTERS, OR OTHERWISE RELATING TO THE PROPERTY IN ANY MANNER, ARE EXPRESSLY DISCLAIMED. 15. Representations and Warranties of Buyer. Buyer hereby makes the following representations to Seller as of the date of the Contract, to the best of Buyer's actual knowledge. These representations shall be true as of Buyer's execution hereof and as of the Closing Date (but shall not apply to conditions first coming into existence after the Closing Date): (a) Status and Authority. Buyer has the right, legal capacity and authority to enter into and perform its obligations under the Contract, and the documents to be executed and delivered pursuant hereto; and, (b) Financing. Buyer and its affiliates have current funds, or will have in place on Closing Date, all monies or requisite financing necessary to fund and deliver the Purchase Price to Seller at Closing pursuant to the Contract and to construct and complete the Building in accordance with the Development Plans. 16. Conditional Right of Repurchase. (a) If Buyer (i) has not obtained a valid building permit and commenced construction of the Building within twelve (12) months after the Closing Date, or (ii) if Buyer commences construction and thereafter ceases to diligently pursue completion of the Building for a period exceeding one hundred twenty (120) days, then Seller shall have right, but not the obligation, to repurchase the Property. If Seller elects to repurchase the Property pursuant to this section, the repurchase price shall be 90% of the Purchase Price paid for the Property by Buyer to Seller under the Contract, plus any actual hard construction costs, less any liabilities or obligations that Seller must assume or otherwise pay to obtain clear title to the Property. If Seller elects to repurchase the Property pursuant to this Section 16, Seller shall deliver to Buyer its written notice of election to repurchase the Property, which notice must be delivered within ninety (90) days after the conditions set forth in clauses (i) or (ii) above. Buyer shall then provide an accounting of any hard construction cost and any liabilities to Seller within fourteen (14) days of receiving Seller's written notice of election to repurchase. Seller shall have fourteen (14) days to review and object to Buyer's accounting. In the event of an objection to Buyer's {Client113236 \75192322660,DOC 8) Buy Page 8 of 12 Sel le 7 /J accounting, Buyer and Seller shall mutually agree upon a Grand County based accounting firm within seven (7) days to review and audit the accounting to determine the actual hard costs. Such accounting shall occur within seven (7) days of the accounting firm's selection. Closing on the repurchase shall occur within sixty (60) days after delivery of Seller's notice of its election to repurchase, with the place and time of the repurchase closing to be determined by Seller in its sole and absolute discretion. (b) Buyer covenants and agrees that, in that event that Seller exercises its rights under this Section 16, at the repurchase closing it shall: (i) deliver to Seller a properly executed and acknowledged special warranty deed conveying title to the Property to Seller, subject only to all exceptions of record against the Property at the time Seller conveyed the Property to Seller and such additional exceptions approved by Seller in writing; (ii) cause the title company to deliver to Seller, at Buyer's sole expense, its commitment to issue, as soon as practicable after the repurchase closing, an owner's policy of title insurance; (iii) deliver possession of the Property to Seller; (iv) deliver to Seller copies of all permits, approvals, construction drawings, and other documents owned. by Buyer and in its possession relating in any manner to the Property or the improvements thereon; (v) to the extent permitted by law, execute and deliver to Seller an assignment of all of Buyer's right title and interest in and to the Amended Plat and the permits, approvals, and documents described in item (b) above; and (vi) split all closing costs associated with the repurchase closing equally with Seller. (c) Seller's right to repurchase the Property pursuant to this Section 16 shall survive the Closing for a period of four (4) years after the Closing Date, and shall be specifically enforceable. Buyer hereby authorizes Seller to record a memorandum or other document memorializing this repurchase right in the real property records of Grand County, Colorado, provided that the memorandum contains a provision automatically releasing the Property therefrom when Buyer receives a Certificate of Occupancy for the building on Property. The provisions of this Section 13 may be enforced by specific performance. Seller agrees to cooperate in a reasonable manner with Buyer's lender should Buyer seek financing prior to the expiration of this Conditional Right of Repurchase. 17. Brokerage/Real Estate Commission. Buyer and Seller each represent and warrant that no broker is involved in this transaction and no commission is owed to a broker or finder on the Contract with respect to this transaction. Buyer and Seller shall indemnify, defend, and hold each other harmless from and against all other claims for a brokerage commission arising out of a breach of their respective warranties. Clark Lipscomb is a licensed real estate broker in the state of Colorado, but is not acting in his capacity as a broker with respect to this transaction, and is acting solely in his capacity as an employee and officer of Seller. 18. GRANDPARKOr Marks. Buyer agrees and acknowledges that (i) Seller owns the name, logo, trademark and service mark "GRANDPARK "TM and "VILLAGE AT GRAND PARK "TM in all forms, including without limitation the logo and stylized versions (the "Marks and (ii) nothing contained herein grants Buyer any rights to any of use the Marks. Buyer shall not use any of the Marks, or any similar marks or derivative marks, without Seller's prior written consent, which consent may be withheld and/or conditioned in Seller's sole and absolute (Client\ 13 12)2266O.DOC 8) Buye Page 9 of 12 Sella discretion. Buyer agrees that any use of the Marks without such consent shall constitute trademark infringement which will cause immediate and irreparable harm to Seller for which damages would be impossible or difficult to calculate. 19. Additional Covenants. Seller, for so long as it controls The Village at Grand Park Owners Association, Inc., shall have the right to: (a) require Buyer, its successor and assigns, and any businesses operating within the Building to identify the location of their facilities or business as at "The Village at Grand Park (b) require the Building be no more than two floors with the total height of the Building limited to the Town of Fraser height limits for the property and containing no more than two times the amount of square footage on the first floor of the building as represented in the Building Permit approved by the Town of Fraser; and (c) require Buyer to grant an easement for public use of the sidewalks and parking spaces located on the Property, if and to the extent not reflected in the Development Plans or the Amended Plat. The foregoing shall be covenants that run with the Property in favor of the Seller. 20. Subdistrict Plan. Seller intends to request the West Meadow Metropolitan District to form a Subdistrict for the Village at Grand Park (the "Subdistrict for the purpose of maintaining sidewalks, plazas, parking lots and other infrastructure unique to the Village at Grand Park (the "Improvements Subject to the terms of an Intergovernmental Agreement to be executed between the Town and the Subdistrict, the Subdistrict will implement a sales tax not to exceed 1% within the Village at Grand Park to finance maintenance of the Improvements beyond the level of maintenance provided by the Town. As a material condition to Seller entering into this Agreement and agreeing to sell the Property to Buyer, Buyer agrees to cooperate and to approve the formation of the Subdistrict on such terms. If Buyer refuses to approve the formation of the Subdistrict, Seller may enforce the provisions of this paragraph by specific performance and /or recover damages from Buyer. If the parties cannot agree on the form of the Subdistrict Plan by April 30, 2011, either party may terminate the Contract on at least fifteen (15) days written notice to the other. 21. Site Improvements. (a) Site Improvements. Buyer and Seller agree to construct the following improvements for those areas depicted on Exhibit B attached hereto (the "Site Improveinent(sZ for the benefit of the Lots 12A, and 12B (the "Subject Properties (i) grading, curbs, gutters, streets to an around the Subject Properties; (ii) sidewalks around the Subject Properties; (iii) street and parking area lighting, traffic signage, signs, street furniture (benches, trash receptacles, bike racks, etc.) and landscaping on and for the Subject Properties; and (iv) any other Site Improvements) to or for the benefit of the Subject Properties as the parties may agree in writing. Buyer and Seller agree to coordinate the installation of their respective Site Improvements. All Site Improvements will be completed in accordance with the site engineering plans for the Village at Grand Park approved by the Town of Fraser are titled "Construction Plans for the Town Center at Grand Park As Built Plans" signed December 19, 2007 (the "Engineering Plans The Site Improvements wiII comply with the Engineering Plans. Buyer and Seller may mutually agree to change the Engineering Plans so long as the change does not materially impact the Village at Grand Park and the existing Town of Fraser approvals. {Client 1I3 36173 \02322660.DOC /8l Page 10 of 12 Seller (b) Completion. If either party fails to complete their respective Site Improvements by November 30, then, either Buyer or Seller in their sole and absolute discretion may notify the other party that it intends to complete all the remaining Site Improvements. The party receiving such notice shall have sixty (60) days to respond to the party sending such notice and to provide (1) such party's written commitment to complete the Site Improvements for which it is responsible within one hundred eighty days (180); and (ii) a signed contract with one or more construction companies or contractors to complete such work. If the party receiving such notice does not respond or does not complete such work by such deadline, then the party sending such notice may complete the Site Improvements in the manner provided for in Section 21(c) below. (c) Construction Contracts. The Party undertaking to complete the Site Improvement(s) is referred to herein as the "Constructing Party"), and the other Party is referred to herein as the "Reimbursing Party." (d) The Constructing Party will cause the Site Improvements) to be completed in a good and workman -like manner and in compliance with all applicable laws and regulations (including without limitation federal and state immigration laws). The Parties will cooperate with each other to complete the Site Improvement(s). The Constructing Party will construct the Site Improvements) in accordance with the Engineering Plans and applicable laws, regulations, rules and free from any material defects. After commencement, the Constructing Party will complete construction of the Site Improvements) diligently and continuously and in accordance with the Construction Schedule. For purposes of this Agreement, the Site Improvement(s) will be deemed completed upon delivery of a certification to the Parties by a civil engineer duly licensed in the State of Colorado that the Site Improvement(s) has been completed in conformity with the Engineering Plans and applicable building regulations (if any) together with a copy of any certificate of acceptance or similar document issued by the Town or other governmental authority having jurisdiction over such matters indicating approval or acknowledgement of completion of the Site Improvement(s). The Constructing Party will be responsible for posting any collateral for the Site Improvement(s) and the performance of all associated warranty or guaranty obligations imposed by the Town and /or other applicable governmental authorities. Any warranty provided by any contractor completing the Site Improvements shall be assignable to whomever the Site Improvement(s) may be transferred (e.g., the Town, any Districts, the Village at Grand Park Owners Association, Inc., etc.). (e) Reimbursement for Site Improvement(s). Upon completion of the Site Improvements, the Constructing Party shall send invoices to the Reimbursing Party for the Reimbursing Party's share of the cost for any Site Improvement(s) that the Constructing Party completed for the Reimbursing Party. The construction costs shall be the direct costs associated with the completed Site Improvements with no additional mark up. The Constructing Party will include with such invoices reasonable documentation supporting such costs, and the Reimbursing Party will have the right to inspect the books and records of the Constructing Party and to conduct an accounting to confirm the costs for the Site Improvement(s). The Reimbursing Party shall pay the Constructing Party invoices within thirty (30) days of receipt. The provisions of this paragraph may be enforceable by an action for specific performance and /or damages, {Client \l3Z 661 1b2660.DOC 8} Buyer Page 11 of 12 Sells. J" 22. Survival. The parties' obligations and covenants set forth in this Addendum which by their nature are intended to be performed after Closing shall survive the Closing. IN WITNESS WHEREOF, Buyer and Seller execute this Addendum effective as of the date of the Contract BUYER: UNICUME COLORADO, LLC, a Colorado limited liability company By: Name: `tt"•4 Title: SELLER: Du {Ciient11323 \73 \02322660.DOC 18} GRAND PARK DEVELOPMENT LLC, a Colorado lit d Zia :'litoompany Page 12 of 12 Seller EXHIBIT A d z O cv V 1181HX9 a WA 40 %.3g US. N w� 55 r, LEGEND 4.`- Z7.:%;-' ■•:,".::::sE_.:7' ;.:_i:LIGA7,3^, `Th :-...,i, THE VILLAGE at GRAND PARK -41 VitaAGE AT GAND PARK COLUN'N5 GRAND PARK DEVELOP'f!ENT VALET 00P-OFF OELIGX9QN 70 BACK 0 CURB IA2DROXIMATE LCCATICN) SIGN EASEMENT vOGEL EXHIBIT 13 Grc.'AND PARK NI0UME/4T RESERVATION PAVING, SICEW SIGNS LA''..D.S.7.AE, June 7, 2011 Fraser Board of Trustees Town Staff Re: Board of Adjustments To my fellow neighbors: I have participated in the Board of Adjustments for quite a few years. I enjoy being able to assist in the management of our town at this level and it fits well into my busy schedule. 1 would like to continue to serve on the Board of Adjustments and thank you for your consideration in this matter. Sincerely, Debbe Knutson June 10, 2011 Catherine Trotter, Town Planner Town of Fraser P.O. Box 370 Fraser, CO 80442 Re: Zoning Board of Adjustment Dear Catherine: C. Clark Lipscomb I would like to serve on the Town of Fraser Zoning Board of Adjustment. I am an actively involved and a concerned resident of the Town of Fraser and my knowledge and professional experience with planning, development, and building projects in Fraser could provide positive input in discussions and in the decision making process. Sincerely, ark Lipscomb PO Box 597 Winter Park, CO 80482 Ph: (970) 726 -8600 Fax: (970) 726 -8833 June 7, 2011 Jeff Durbin, Town Manager Board of Directors Town of Fraser PO Box 370 Fraser, CO 80442 Karen B. Frye Accounting Frye l3usiness Services Systems, LLC Re: Interest in Zoning Board of Adjustment Re-appointment Dear Jeff and Board, I would like to express my interest in being re-appointed to the Zoning Board of Adjustments. 1 have enjoyed my service to the Town of Fraser since 2000 and feel that it is a community service that I am proud of. 1 have been a resident of Fraser since 1982, and have had my own business in Fraser since 2003. 1 believe that community service is a requirement of residents and professionals and am happy to continue to serve with the Zoning Board of Adjustments as a non-compensated member if appointed. For those who may not know me I am an accountant and business consultant that works with small businesses and governments that are in need of training and internal controls assistance. I also provide contract Chief Financial Officer and Controller services for several start-up businesses Blue Tech and Environmental. I have a Master's Degree in Accounting and post graduate work. I take pride in my community and enjoy living in Grand County. Thank you so much for your consideration, and 1 hope to hear from you soon regarding the status of re-appointment to the Zoning Board of Adjustments. Since ely, i K ren B. Frye, MSA PO Box 2170 Fraser, 00 80442 (970) 531-0031 Cell Karen@fryebusinessxom e 11 June 21, 2010 Lu Berger Town of Fraser PO Box 370 Fraser, CO 80442 Dear Lu: I am interested in serving on the Board of Adjustment. Sincerely, C34 oug La Riff 'Shot Trail Fraser, CO 80442 June 19, 2011 Fraser Board of Trustees Fraser, Colorado Trustees, Please accept this letter of intent to serve on the Zoning Board of Appeals if appointed. Thank you for your consideration. Jim Holahan Fraser, Colorado June 24, 2011 Mayor and Trustees, I am willing to continue serving on the Zoning Board of Adjustment if that is your desire. I would be happy to answer any questions you might have as to the appropriateness of my service on this board or as to my understanding of the function of the Zoning Board of Adjustment. Thank you, 417/ Steve Sumrall Clerks Briefing July 6, 2011 We’re working out the details for the audio in the Board room. If you have any requests or concerns please let Jeff or I know before we proceed with ordering the equipment. Cornerstone Community Foundation Special Event Permit for the following days: July 2, 2011, th July 22, 2011, August 12 & 13, 2011 and September 25, 2011was approved by the State. The public hearing for U9200 Entertainment is on the agenda. There is a supplemental briefing in the packet with my findings. Please give me a call if you have any questions prior to the meeting. th A public hearing for Los Nopales Hotel/Restaurant Liquor License is scheduled for July 20. As always, feel free to contact me with any questions. Lu Finance Update:06/29/2011 Prepared:07/06/2011 No transmittals this week. Getting geared up for the budget season…the first budget on the docket is that of the JFF. I th should have a rough draft for the managers meeting on the 12of July. This draft will include the new set-up for the chart of accounts. One of the managers has asked us to break out capital and capital reserve projects from the daily O&M section of the chart so when they look at their monthly financials the O&M budget does not get skewed downward by the lack of expenditures compared to budget of any capital expenses. Working on the review of Year to Date numbers as well as getting the 10 year budget loaded with the 2010 actuals from the audit. You will begin to see that very preliminary draft budget towards the end of July or in early August. As always pleasecontact me with any questions or concerns you might have: 726-5491 X206 or at nhavens@town.fraser.co.us. Nat Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491fax 970-726-5518 www.frasercolorado.com PLANNINGUPDATE (July 6,2011) Planning Commission: Continue to workon code updates. The Planning Commission (PC) held a continued public hearing on the Planned Development District Plan submittal for Byers Peak Ranchon May 25, 2011. To reiterate, the PC recommended approval with the following conditions: motion Commissioner Soles moved, and Commissioner Sumrall seconded the to recommend to the Fraser Town Board approvalof the PDD of the Byers Peak Ranch Planned Development District Plan Parts of Sections 19 and 20 Township th 1 South, Range 75 West of the 6PM County of Grand, State of Colorado with the following conditions: 1.Site Analysis Update. Update the Site Analysis to include the MPE underground power line in Planning Area 1;the overhead power line through PA 10, PA 12, and PA 13; drainage culverts under the railroad; and current streets/ROWs including Carriage, Norgren, and Leonard. 2.The Town Board should address items that the Planning Commission did not address as part of the zoning process, including, but not necessarily limited to the following: a.Infrastructure requirements, both on and off site (roads, water system, wastewater system, drainage, etc). b.Phasing of infrastructure requirements. c.Design, financing and construction of required infrastructure. d.Appropriateness of the Maintenance Facility Site for Town operations, along with dedication/acceptance requirements. e.The Town Board should review the fiscal impacts of this development to minimize and/or mitigate any financial burdens on the Town that may be created by this development. 3.Revise the Preliminary Sewer Plan (Sheet 5), Preliminary Water Plan (Sheet 6), Preliminary Grading & Roadway Plan (Sheet 7) and Conceptual Drainage Plan (Sheet 8) to conform to the Land Use Plan prior to the Board of Trustees Public Hearing. 4.Language should be included in the Annexation Agreement that identifies responsibilities for the design, phasing, financing, construction and maintenance of major infrastructure including: sewer, water, roadway and drainage facilities. Consideration should also be given to the provision of connections to the west. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491fax 970-726-5518 www.frasercolorado.com 5.Language should be included in the Annexation Agreement ensuring that a commercial gravel operation may not commence without a permit approved by the State of Colorado Division of Reclamation Mining and Safety and approved by the Town Board establishing operating measures that are suitable for Fraser, including the following: a) identify excavation phasing strategy; b) identify access and transport guidelines; c) identify dust and noise guidelines; d) identify hours of operation and lighting guidelines; and develop an excavation mitigation and reclamation plan; e) strategically located for reduction of visual impact. 6.Language should be included in the PDD related to the Adventure Park identifying standards similar to the Grand County Special Use Permit; and in the Annexation Agreement language should be included to identify the timing and standards relating to the removal of the ISDS to central water and sewer based upon site development levels and/or proximity (200’) to a main sewer trunk. 7.Prior to the Board of Trustees Hearing, a Phase 1 Drainage Report for the property should be provided to the Town. The Town Engineer should provide the Town Boardwith recommendations. 8.Define “facilities” in planning area 9. 9.Building heights in planning area 1, at a horizontal distance of 160’ the building cannot exceed 45’. 10.Note number 6 on sheet 2 delete reference to planning area 5. 11.Planning area 1 change “Industrial” to mixed use. 12.Town will review and approve the landscape plan for the 50’ open space/trail adjacent to Mill Avenue. 13.No vertical landscaping adjacent to the pond in planning area 9 and the Motion carried: 6-0. Fraser Valley Parkway. Building Permits: We are in receipt of a building permit for a pharmacy remodel which will expand the pharmacy area by adding a new waiting room, consulting room and bathroom. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491fax 970-726-5518 www.frasercolorado.com PUBLIC WORKSBRIEFING (As of 6/30for 7/6/2011meeting) WATER~ Continue following up ona very small numberof meter issues. Continue with our twice-a-day high water watch along the Fraser River Trail. St. Louis creek has been rising daily and continues to give us challenges…it aintlower ‘til it’s over! SANITARY SEWER~ Working with a property owner to assess a sewer service/main matter. There will be a resolution for the acceptance/final payment of the CIPP sewer lining th packet. The contractor was not able to locate one section of post project in the July 20 install video so theywill be coming back to Fraser totake another video. STREETS~ th The Chip & Seal project is scheduled to begin on Monday July 11and take approximately 3-4 daysto complete.PW has been assisting hauling chip product and staff will be performing the sweeping operations in order to minimize costs. Contracts have been signed for the start of the Drainage Swale improvement project along upper Quail drivewhich is to begin tomorrow with the saw cutting of asphalt. On Tuesday 7/5 the contractor will begin to form and pour the cross pan. Sand bagsand sand is still available in thesand castle for those that may be in need. There have been several property owners and Fraser property management companies that have taken up the offer of the bags and sand. STREETSCAPES/GARDENING~ The hanging baskets have been distributed and they look nice out there! We’re entertaining proposals for private enterprise to perform the mowing operations of the Quail open space area. More to come DEVELOPMENT~ Finalizingconstruction and utility standards updates and consolidationof documentsand drawingsinto one document. Questions or Concerns? Email me: anordin@town.fraser.co.usor 970-531-1844. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com ÚÎßÍÛÎñÉ×ÒÌÛÎ ÐßÎÕ ÐÑÔ×ÝÛ ÜÛÐßÎÌÓÛÒÌ Ó»³± ̱æ Winter Park Town Council & Fraser Town Board Ú®±³æ Glen Trainor, Chief of Police Ü¿¬»æ June 22, 2011 λæ MONTHLY REPORT May, 2011 During the month of May, we responded to a total of 76 calls for service, made for a very quite month as far as total calls. 43 of these calls were in Winter Park, and 28 were in Fraser. Additionally, there were 13 citations issued in Winter Park, and 7 issued in Fraser. As far as types of calls, we investigated the following: Burglary - 4, Criminal Mischief - 2, Theft - 2, and one Suicide. We are currently investigating three business burglaries that occurred in May, and they appeared to be tied to a business burglary that happened in Granby. While we have not made any arrests at this time, we have identified several potential suspects. DEPARTMENT OF TRANSPORTATION Region 3 222 South Sixth Street, Room 317 Grand junction, Colorado 81 501 -2769 (970) 683 -6202 FAX# (970) 683 -6205 June 23, 2011 Town of Fraser P.O. Box 120 Fraser, CO 80442 Dear Town of Fraser: The Colorado Department of Transportation (CDOT) Region 3 Office will be conducting annual county meetings to discuss transportation issues and future projects. I have attached the confirmation letter to Grand County for your information on the meeting scheduled. The meeting will be held at 308 Byers Avenue in Hot Sulphur Springs. As always, the towns that reside in the county are encouraged to attend these annual county meetings. However, please know that if schedules conflict, please feel free to contact David Eller, Region 3 Director, at anytime to discuss any issues that the Town of Fraser may have. He can be reached at (970) 683 -6202. Sincerely, Kimberly Wood Program Assistant cc: file STATE OF COLORADO DEPARTMENT OF TRANSPORTATION Region 3 222 South Sixth Street, Room 317 Grand Junction, Colorado 81501 -2769 (970) 683 -6202 FAX# (970) 683 -6205 June 23, 2011 Grand County Commissioners c/o Ms. Kathy Etler 308 Byers Avenue Hot Sulphur Springs, CO 80451 Dear Ms. Etler: This letter is confirmation that our Region Director, David Eller, will be attending the county meeting to discuss transportation issues and future projects on Tuesday, September 13, 2011 at 11:15 a.m. at 308 Byers Avenue in Hot Sulphur Springs. The annual county meetings are an important part of our planning and STIP development process, and Towns and Municipalities are encouraged to attend this meeting. Also attending will be various other CDOT Managers if their schedules permit. Sincerely, Kimberly Wood Program Assistant xc: Town of Frazer Silverman Town of Granby White Town of Grand Lake Kelly Town of Hot Sulphur Springs file Town of Kremmling Town of Winterpark STATE OF COLORADO MarAMMINI I 'j K/t