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HomeMy Public PortalAboutTBP 2011-09-07 BOARD OF TRUSTEES REGULAR MEETING AGENDA WEDNESDAY,SEPTEMBER 7,2011 FRASER TOWN HALL Members of the Board may have dinner together @ 5:30 p.m. -Fraser Town Hall 1.Workshop– 6:00Heritage Tourism 2. Regular Meeting - 7:00Roll Call 3.Approval of Agenda 4.Consent Agenda thst a)Minutes –August 17& 312011 5.Open Forum a)Business not on the agenda 6.Updates 7.Public Hearing a)Fraser Pizza Corporation Liquor License Hearing 8.Discussion and Possible Action Regarding a)Fraser Pizza Corporation Liquor License Hearing b)Ordinance 386 Local Approval of Special Events c)TransportationPlanning and Signalization d)Loyalty Card Program e)200EisenhowerProposals 9.Community Reports 10.Staff Reports 11.Other Business Upcoming Meetings: Wed.September 21, 2011Board of Trustees Wed.September 28,2011Planning Commission Posted September 1, 2011 Lu Berger Ô« Þ»®¹»®ô ̱©² Ý´»®µ Town Board Briefing September 7, 2011 st As proposed by Mayor Cook at the August 31meeting, we’ll begin this meeting with a workshop discussion regarding heritage tourism and the Western White House concept. See enclosed information from the Town Clerk regarding the liquor license hearing and local approval of special events ordinance. Enclosed in your packet is further background and information regarding the rd transportation planning and signalization discussion at the August 3Town Board meeting. We’ve heard various conversations in the community regarding this topic, and Grand Park is hoping to further this conversation toward conclusion Also recall discussions earlier in the year regarding the proposed Loyalty Card Program. The program is morefully developed and the Chamber is seeking to confirm the Towns commitment to the program. Note in the budget that it refers to “municipal contributions.” We have been working with the Town of Winter Park to define the appropriate allocations; one outstanding component of which involves what level the Town of Fraser would support the Ski Free Program. We can outline the discussion to date at the meeting, but will recommend that the 2012 contribution be considered during our 2012 Budget discussions priorto any commitment. You will also find two proposals enclosed within the packet for 200 Eisenhower. After all this vacant, it’s unfortunate that we may need to select one of the two good proposals to pursue. We’ll be seeking direction to enter in a lease with one of the proponents. Finally, in your packet you will find some materials from the Forest Service related to the trail issues that have been of local concern over the last week or so. Peggy and I can provide more details at the meeting if you are interested. As always, feel free 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,August 17, 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;Utilities Administrator,Nancy Anderson;Joe Fuqua, Plant Superintendent; Police Chief Glen Trainor Others: See attached list Mayor Cook called the meeting to order at 7:00p.m. 1.Workshop: 2.Regular Meeting: Roll Call 3.Approval of Agenda: motion TrusteeBurfordmoved, and TrusteeShapiroseconded the to approve the Motion carried: 7-0. Agenda. 4.Consent Agenda: a)Minutes –August 3, 2011 It was noted that Police Officer KenWrightwas in attendance at the last meeting instead motion of ChiefTrainor. TrusteeBurfordmoved, and TrusteeHoyhtyaseconded the to Motion carried: 7-0. approve the consentagenda. 5.Open Forum: 6.Updates: a)Chamber Update CatherineRossgave a post summer event review.She alsoasked for and received a budget extension untilSeptember 30.Future projects and planswere discussed. 7.Public Hearings: Page 2of 2 8.Discussion and Possible Action Regarding: a)Visitor Center and 200 Eisenhower proposals TM Durbin stateda party has expressed interest in200 Eisenhower, but no proposals were receivedfor the Visitor Center.Otherbuilding uses andactivitieswere discussed. 9.CommunityReports: CASTismeeting in Grand Lake on September 25and 26. 10.Staff Reports: 11.Other Business: motionMotion TrusteeHoyhtyamoved, and TrusteeShapiroseconded the to adjourn. carried: 7-0. Meeting adjourned at 8:15p.m. Lu Berger, Town Clerk FRASER BOARD OF TRUSTEES MINUTES DATE: Wednesday,August 31, 2011 MEETING: Board of Trustees SpecialMeeting 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 Others: Special Counsel Boots Ferguson Mayor Cook called the meeting to order at 6:24 p.m. 1.Approval of Agenda: motion Trustee Sumrall moved, and Trustee Shapiro seconded the to approve the Motion carried: 7-0. Agenda. 2.Executive Session: Trustee Sumrall moved, and TrusteeHoyhtya seconded the motion to opentheExecutive Session for a conference with the Town’s Special Counsel for 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 SC Ferguson, TP Trotter, PW Nordin, TC Berger and TM Motion carried: 7-0. Durbin. motion Trustee Hoyhtya moved, and TrusteeShapiro seconded the to closethe Motion carried: 7-0. Executive Session. 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. BootsFerguson,Special Counsel Lu Berger, Town Clerk Fraser Pizza Corporation AHotel and Restaurantliquor license application was received in my office on August 3, 2011from Fraser Pizza Corporation dba as Elevation Pizzalocated at 535 Zerex, Unit B106, Fraser, CO 80442 A notice of the public hearing was published on August 25, 2011.The property was posted on August 25, 2011. The license application is complete, including all payment of fees. The applicant has requested a concurrent review and the application has been sent to the State to beginthat process. We have not received the results of the background check by the CBI and I would suggest if approved, the motion would be conditional upon thesefindings. I 1. Applicant is apniying as a Ej Individual Vri Corpo ration El Limited Liability Company I I Partneiship (includes l 4ilited Liability and Husband and Wife Partnerships) D Association or Other I 2.. Annbcant if an 1.1.(3, name of Li G; if punnet:MO. at least paitners n if corporation, ()rune of corporation FRASER PIZZA CORPORATION Vein Number r 2a. I rade Name of estattlionmeni (am) i ELEVATION PIZZA State, SO Tax No. Business Telephone 970-509-0541 i 3. At hi,""eSS Of firermses (seemly exact (wagon of pet, 0e s 551 ZEREX STREET SUITE C-106 City FRASER County GRAND SM'ie CO ZIP Code 80442 4. Musing AOrtiess (Nurnber and Street) PO BOX 1211 Cde or Town FRASER Slate CO ZIP Code 80442 premises curremiy have a iiquor or bee ((cense. y ou M iJST answer the foie:its questions: I Present Tritele Name of Establishmonl (DBA) Presrtiin State License No. Present Class of License Pieserg Expert Dolt 144, SECTION A NONREFUNDABLE APPLICATION FE8S LIAB SECTION i; C NT.) LIQUOR LICENSE FEES 2330 Apostabor Fee int New License $1,025.00 2302 12 Appliciatmn Fee for New Litrensa At/Concurrent Review $1,125 00 2310 v i 1 Arpkion Fee for TranSfer $1,025.00 1083U ROS CompteX License (City) SiiitiRIM) 1986D Resort COMI)lex License (County) Vista 1 198if Ii) Add Reia ted Facility to Resort Complex 75.3 ta X) X To l 19R) 1:"(i) CU) License (City) $308.75 1291 E) Club License (County) $308.75 20.0[ Tave rn License (City) $500.00 2011 Li Tavern License (001„ $500.00 2012 0 Manager Registration Tavern 75.00 2020 n Arts License (City) $308.75 021 Li Arts License (County) 5308.75 20300 Racetrack License (City) $500 00 2031 rd $500 0. rack UcenSe (County) .00 et 10 j()etional Preneses License (0itv) 2500.00 011 r1 optcnial Piemises License (County) S500.00 204 F. Vi Restaurant I ICertS (Cify) S750.00 20460 99999s Restaurant I:iceirs (Co tewity) 3750.00 2.22 a t) "7 Add etptionai P,0 to H R c,100.00 X Toth) 237U [a Mster File Locates ;see 25 ("10 X Totai 2373 r_ Molte Li r Fee Background rj250.CS.) X LIAR SECTION B 1 NOR C E FEE' 1 (905 1,11 Retail Ciarn Tavern License (City) $500.0 I 1936 [1 feetiaii Gaining Tavern Licens County) $500.00 e item rj ftetaii Lertatir Store License (City) $227.50 1941 ft Heise! Liquor Stoat License (angel) 1312.50 1250 IS j L L ed icens Drugstore (City) $227.50 1951 (71 liquor Licensed Diugstces (22ounty) 144E/ Ed Beer and Mos License (City) 25 $351. )ttaii [2] Beet and Wile License (County) $436 1,27i) VI 11010 and Restaurant License (City) 1 Li] issiitet MI ReStakrrarn License (County) $500:00 1'375 rl Brew Pub License (Gay) $750.00 1076 Li Brays Pub Lir:tense (County) $730,00 1080 tej ttate ego Restaurant License (Mont premises (Cty) .„ $500.00 1 i 1 Hotel arid Restate ant LiC wilopit premises (County) $500.00 1983 LI M teritu Regitietetion H ey SI 75.00 DO NOT WRD E N THIS SPACE FOR DEPARTMENT OF REVENUE USE ONLY L( ARLffV INFORMATION County City Industry Type License Account Number License i ssued T hr ough Linbility Date (Expiintsm Date) FROM TO i State (999) City 2180-100 (999) County 2190-100 (999) Managers Reg -750(999) C^,ah F.X1 Nen LinOnn... 2300-100 (999) (.4.01 Rind Trws%,1,....s 2310-100 (999) TOTA 6 ..g.)5, Page 1 COLORADO DEPARTMENT OF REVENUE DiViSiON 20 :i0.7.1a1 COLORADO LIQUOR RETAIL LICENSE APPLICATION 21 0 NEW LICENSE TRANSFER OF OWNERSHIP LICENSE RENEWAL ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN o APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) LOCAL LICENSE FEE APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE (Call 303-370-2165 rf PAO TNIENT 3,31 ONLOY Instructors This check fist should he utilized to assist applicants with filing all required documents for licensure. All documents rr t be property iied i,,itiad r;OrrOSociiisi with the name of the applicant exactly. All documents must be typed or legibly orinteiril. Upon final State approval trio license wiiii ide mailed to the local licensing authririty. Application fees are nortretUndable. ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED APPLICANT INFORMATION Applicant/Licensee identified. [.,z B State sales tax license number listed or applied for at time of application. C. License ypie or utn transaction identified. V:1 D. Return origin to local authority. VJ E. Additional information rnay be required by the loiciiii licensing authority. tt DIAGRAM OF THE PREMISES A. Nu larger than 01 X 11". VI B. Dimensions included (doesn't have to ba to scaie). Exterior areaS Should show control (fences, walls, etc.). V C Separate diary for each flow Of multiple levels). VI 0. Kitchen identified if Hotel and Restaurant. III. PROOF OF PROPERTY POSSESSION ii A. Deed in name of the Applicant ONLY (or) vi D. Lease in the name of the Applicant ONLY. Ei a Lease Assignment in the non of the Applicant (ONLY) with pre consent from the Landlord and acceptance by the Appkant. D. °thee Agreement if pot Peed or lease. IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS V] A. IrKiivicitlal Iiisto,ry Record(s) (Form DR f401 -4) Vi Ei3. Fireirerprints taken and subiorged to local authority. (State authority for miaster tile appliceirds.) 0 C. Purchase agreeMent, stock transfer agreement, and or authorization to transfer license. D. List of 011 notes and loans. V. CORPORATE APPLICANT INFORMATION (If Applicable) Certific ate of incc f pomition (aindlor) t3. Certificate of Good Standing if incorporated more than 2 years ago. [r] 3 Certificate of Authorization if foreign corporation. El D. LiSt of officers, directors and stizickholders of parent corporation (designate 1 person as 'principal officer). VI. PARTNERSHIP APPLICANT INFORMATION (If Applicable) ,A,. Paetnership Agreement (noneral or limited). Not needed if husband and wife. VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION (If Applicable) 0 A. Copy of males of organization (date stamped by Colorado Secretary of Sliate's Office). Fil B. Copy of operating agreement 11 C. Certificate of At (if foreign company). VW. MANAGER REGISTRATION FOR HOTEL AND RESTAURANT, TAVERN LICENSES WHEN INCLUDED WITH THIS APPLICATION E A. $75.00 fee. ri 113. Individual History Record (DH 8 ri APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET 6, is Me applicant (ler:Ming any of the partners, if a perhiership; members or manager if a ignited liability company; or officers, stock- yew No holders or direcIorS if a corporstrn or manager under the age of twenty-one years? 11 r Has lee applicant (including arta of the partners, 8 a partnership; members se nag 8 a limited liability company, or officers, stockholders cir directors 1 a comeration) pr manager eves (in eseloiado or arty other state); is) been denied an alcohotheverage iicense? (6) had tin alcohol beverage intense suspended or fevioked? tig had Diciest ia another entry that had an alcohol beverage license suspended or revoked? 11 you anstairsrea yes to 7a, b Or C, explain in detail on a separate sheet kil D .r CD Wii Has a liguor license aggiNallon (same license cNss), that was located within 80) tesil of the proposed prvniSeS, been denied weeding two years? 9 "yes," explain in detail. within the Wi Are the promises to be licensed within 500 feet of any pubis: or private. school that meets compulsory edlication requirements of Coiorig:10 h"W.1. or the principal campus of any college, university or seminary? L- 21 i 10, lens a liquor or them license ever been iSSUad to the applicant (irsiodiog any el Me partners 8 a partnership; members or manager if a limatin lietteity consoany; or officers, stockholders or directors if a corporation)? lt yes, identity the name of the business and list any (ardent or rater financial interest in said business including any loans to et from a licensee. Li Z a i Ati3ch iNMafiCeS, to Dees the Amin:ant, an lisiiad ori arm 2 of this agplicatkm, arrangement? Sl Miessissiag ir/11 Lesree 0 064911Voin in i t itinstal. list name cit landlord and tenant, and dale of have legm possession ci the premises b y virtue of ownership, lease or other Detail) EI 8r n, EXACTLY as lisey appear on the lease: Linectiorn WINTER BOAT LLC Tenant FRASER PIZZA (CO VZ-k,f-A1 io,3 Expires 10/31/2016 a diagram mei out or designate the area to fm licensed (including dimensions) which shows the bars, brewery, walls, partitions, exits and what each rein shall be utilized for in this business. This diagram should be no larger than 8 1/7 X 11", (EXwesoff have be to scale) 112. m, besides the mailers listed in this application (including pel sons N'rns, partneisNps, corporatons, limited liability comooniesrs will Nan or give money, inventray, furniture or equipment to cir for use in Mis business; or who will receive money train this business Attach a egodietat sheet a necessary NAME w iedi 6 Oh bil ill H FEIN OR 130N IN 7FRES 7 i Attach copies of ail notes and secuilty instruments, and any Written agrev9irent, or detads of any oral agreement by o any pet son (incluOing parfnerships_ cowninions, ignited liability cosmaniss, etc.) wig share in the profit or gross proceeds of thie int abirehtr7ent and rimy agioerneent reiating to the business whict is contingent or ca, ditional in any way 8, VOILIMO, profit, soles, caving of advice or COnStn 13. Optional Premises or Hefei and Restaurant Licenses with Optional Premises Yes No Has a lortal oidinenrie or esolution authorizing optional preilliSS:le be adopted? Ei V_ o f separate Optional Promisee areas e. .8..) pre Lie' Fee Chart) 4, Liquor Licensed Drug Store aggimariso, ans the following: a Does the appliciain for a Liquor Licensed Drug Store have a anonse issunie by the Colorado Board of Yes No Pharmacy? COPY MUST BE ATTACHED. 0 0 15. Club Liquor tense applicants ansvier the tillowing an attaith; (a) is Me dog:Stant organize's:int operated solely for a natnal, social, fratemai. natiolio, political or athietic gamma and Yes No fret for pecuniary gain? i [11 an is, the applicant organization a regtilerly chartered branch, lodge or chapter of a national organization which is operated solely for the object of a potiotic or fraternal organization cir society, Mit to tra pecuniary coin? rdi 8.1 (c) How long has the club beim Morporated? (d) Has applicant occupied an establishment for Sine° years (Three years roc 1) that was operated solely for the reasons stated above? Li .18. rewsPub License or Vintner Restaurant Applicants answer the following: es leic (al Hies the applicant received m applied for a Federal Permit, CI Ell (Copy of permit or application must be attached) 17a. Name of Manager (for ail on-premises applicants) PHILLIP ADAM HERSHEELT. Of this N an appiNatisin for a Hot, Reslarrant or Tavern ideense, the manager must also siihrrid an individual History Record (DR 8404-I). 7b. Dr' this manager act as the rilanager of, Of have a financial nterest in any other bettor i Kee:feat establishment in the State of Sialcirada? It yes, provide name, type of iicense and account number, Date of Binh Yes No El E:i 118. fax Distraint Information. Does the apolicoitt of any other person listed on this application arid including as padners, officers, i direciors. stmikholdrins, members (1L8) or nianaging members (LLC) and an,' otheT persons with a 10% or greeter financial intere,V Yedi No in the applicant tiurreiney have an outstanding tax distraint issued to them by tile Ccaorado Departrnent of Reveinie? ril I. if yds, pi ovaide 11 evelandim and include copres of any payment agree:nitwits. ettre teterettete erele'e 1. it ripplii..ant is a corporation, partnership, essociration or limited liability company', applicant must list ALL OFFICERS, D1REC'FOHS, GENERAL PAR iitititAS, AND MANA.GING. MEMBERS. In addition applicant must list any stockholders. partners. or members. with OWNER- sHiP OF lb% OR MORE INI THE APPLICANT. ALL PERSONS LISTED BELOW rnust also attach foam DR 8404-1 (Individual History f ecord), arid solaria tiniard print cards to their leciiiit licensing authority. NAME 1 HOME ADDRESS, CITY STATE DOB POSITION rtiii OWNED' I PHILLIP A HERSHFELT 1 139 MILL AVENUE FRASER, CO 80442 I Pa.E 40 PHILLIP N BROOKS JOHN C VAN HORN ROGER E HEDLUND 1 'it total ownership percentage rtisciesed i Appliciarit rttfirme Mal no indivtdual i 402 PAINTBRUSH 164 COUNTY 22259 COUNTY 1 here does other than TERR TABERNASH, ROAD 8035 CO 80478 FRASER, CO 80442 FRASER, CO 80442 mtist check this box ern, owns 10de or more of the applicant rsicAL citem,.. E: VIL fl', at oci,J, ...L 20 20 ROAD 50 not total 100tek applicant Mee dkdsed het 20 Additional Documents to be submitted by Z CORPORATION 7 Cert. of Initorn. .21 PARTNERSHIP Li Partnership Agreement 11 LiMiTED LIABILITY COMPANY fl Article Li ASSOCIATION OR OTHER Attach copy of Hisiitisteiriid Aq ritat of aporicantel type of entity LT_ cert. ot Good Standing (General or Limi0' of Organization agreements creating (if more than 2 yrs. old) Cl Husband and Wire 71 Cert. of Authority (it foreign association or relationship between foril vice .I (ert. of Ault'. rit a foreigit partnership (no virrit agreement.) company) L Operating the parties corp.) Agrmt. Address OATH OF APPLICANT I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and omplete e to toe best of my knowledge. !also acknowledge that it is my responsibility and the responsibility of my agents and employees to cOlVpiy with the provisions of the Colorado Liquor or Beer Code which affect my license. Authorized S 4 ature 4. 41111. 61/1 cr. Titie 56cr_c_v".....„. Date II PORT AND APPROVAL OF LOCAL LICENSING AUTHORITY (CITY/COUNTY) Dale app!k.at 'it d with local authority Date of local authority hearing new flot‘nse appl cants; cannot be less than 3t days from date of application 12-47- 3 11 (1)) C.R.S. THE Li i- L UCENSING AUTHORITY HEREBY AFFIRMS: Yes it ewe) person required to fee DR 8404 (indivirlaal History Record) has: No il Been fingerprinted [T [1] 1 Bean SlibieCt tO background investigation, including NCIC/CCIC check for outstandarig warrants EI. Thal The iocat authority has conducted, or intends lo conduct. an insipection or the proposed premises to ensure that the anplicant is in commiarice with. sod aware of, baited code provisions iittecting their class of kense Ej 0 tChritioiic One) n riat3Ai of Inspection ria Antajpate.d Date („tpcat approvidi of state licenerrait atrtncsE 4, The fraregeng apskation has been examined; and the prern;ses, business to be conducted, and character of the appkant are satsfactory. 'e 0o report that such license, 4 Kanted, wOr meit<1 the reasonable requirements of the neighborhood amithe desires of the adult inftabtarits, aed mii cornOy witiri the provisions of Title "12, Article 46 or 47, G O 5. THEREFORE, THIS APPLICATION IS APPROVED. Leo& Liconsiiiq Aurtimity for Telephone Nurritriur 0 TOWN, CITY n COUNTY Dirasature Title Date Signature iiitest) Ilk Date Page 4 12' 9 2 x2 Ha rd a st Rest i c>air tabire :,art Mixer water heater 7- i 1 12O'' 3 bay Oven sis exp table 2;x15' table Fx.40' Prep table 4 tr door f. 'x3` oe 2 top tables 4x5 4 top 1S' 3 40" fourtaik scda 4..,.. Phillip Adam Hershfelt President Percent Ownership: 40% Roger Ellis Hedlund Vice President Percent Ownership: 20% Phillip Nathan Brooks Secretary Treasurer Percent Ownership: 20% John Van Horn Percent Ownership: 20% Fraser Pizza Corporation List of Officers, directors and stockholders I NOTICE: This individual history record provides hese information which is necessary for if licensing auMolty investigation. i Ali queetione Must be answered in their entirety or your application may be delayed or not prof,,;essed. EVERY answer you give i will 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. FRASER PIZZA CORPORATION 4 1 2. YOLO Fail Name east flist, m1odIe 13. List any other names you NI/E. used. HEDLUND, ROGER ELLIS 1 i 4, isteriing address (if different from lesirfence) PO BOX 464 TABERNASH, CO 80478 Home felepitone 970-531-9745 5, List aii ressieilso addresses below. Incluse curreint and preiiistus addresses for the east five years. STREET AND NUMBER CITY, STATE, ZIP FROM TO rent 22259 COUNTY ROAD 50 FRASER, CO 80442 1984 PRESENT 6, L Si cure:wit a 10 f iner estriptoy• its tr brfsinesses e ngagf?...cl in within he 884 tive yeatiS (Attach separate sheet it necessary) NAME OF EMPLOYER ADDRESS (STREET, NUMBER, CITY, STATE, ZIP POSITION HELD FROM I TO HOME JAMES TRANSPORTA PO BOX 279 WINTER PARK, CO 80482 PRESIDENT i 1984 NOW k MAD HOLDINGS INC PO BOX 650 WINTER PARK, 00 80482 PRESIDENT 1984 NOW t I 7. List the names) of relatives working ii rie heeding a financial interest iii the Colorists aloohol beverage industry. 1 NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE r I 1 t I 8, Have you ewe applied tor. n td. ciiii had an interest irt a State of Colorado Liquor or B Lisense, or loaned me say. furniture or fWures, Kppment ot aattatomy, to toy hquu Or rI.Eo licensee? it yes, answer hi detail. D Yes r,/1 No received a victiation notrce suspension or revoication, tor a liquoi law violation, or have you applied for or b ithitilied a katJor or bt'er intense. anywnere in Me RS.? if yes, explain in derail, Lj Yes ]No C 1 D E PA.RTM E N'T" OF RE VE N E EN OR EM ENT or t..."6 I 1 TR EL'. T f.:04 1.013.A. INDIVIDUAL HISTORY RECORD TO he cOnipleteriii by each inc;Nvidual applicant, all general partners of a partnersNp, and limited partners owning 10% (or rnore), of W1t1 ers hip; lh officers and directors of a corporation, and sfocknolders of a corporation owning 10'Vc, (or .more) of th 0 :r SuCh Corporation; all 'limited liability company MANAGING members, and officers or other limited liability company members with a 10'i4 (or more) ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License. O. Hays: yeti after been convicted of s gfirne or areetyeal a suspended sentence, deferred sentence', or forfeited bail for any offense in erimmai or military hoi in i 0: 30 RP Made any 111-tribigt hnikilmq? Inettaie arrests Pa DLit and DMMI. Pt yes, expIiiin in dettet.) I ]w IN° l Are yeti eurrentay ureter preednon paermanited ca unet merytked), parole, or ermantating tne requirements of a deft:bred sciatem:e? (if yes, rimeriin M detairk) 1 t ye III NO i 1 1:. HaVe you ever had any SIMI issued licenses fit.isoorMed, revoked, or denied incluffiniti a drivers license? (1 yes, ex.Jain in detail) 1 des 1Na PERSONAL AND FINANCIAL., INFORMATION UriMits otherwise provided b tow In 24-72-204 C.R.S., :information provided below iMil be treated as CONFIDENTIAL. Ciftefacte Wpm: beer:sing authorities require the fottowing persomet information in order to determine your suitability for !Measure pursuant to 12-47-307 C.R.S. I 3a, Date of Binh i e, i d abhuratiatal, libido :Magna t h. Nateralization Carditigate 1 I :anklet 1 m, Weinht 6 '0" I 160 I b. Social Number 1 N f IL DaW Of Ceftf I n. Hair ColciaP, Eye C a l i c o N I BROW r' BROAI SSP 10. Mace of Birth 1 WASHINGTON l i f. When i 1, If an Ahem, p. SeX T q, Race M 1 WHITE DC i 9, Name of Give Alien's Registration Card Number lk. r. Do you have st current Drivers Moene? 1 Y. I I No l d, U.S. 1 lii Yon District Coed Permanent Residence it en, give niMlber Cdiden? i i No Card Ne bor and stein I 14, Financial Information. a, TAM ourehastr pinch 100,000 (if buying an exisbrm buSineSS), Of investment being ma& by the applying entity. horporattiA, rship, limited ilatality commany, other S t b. 1...1:1 tqc Paid amount of your investment in Pas buratoess 1m:fading any notes, Mans, cash, ken/lees or eguloment, operating capital, t Meek tairobases and fees prite1$ 20,000 C, Provide details of Investment. You muM nodertmt for the sources of ALL gash (how dequireM). Annen a separate sneer: if ilea :tied. Type: Cash, Services or Equipment Source:Name of Bank; Account Type and Number Amount CASH i 20,000 d, Loan Information (attach copies of all notes or loans) I Name f Lender and Account Number Address Term F Security i Amount t t 1 t I I 1. Gate name of bank where business account MI be 'maintained; account N arr e and Account Number; and the name ot nameS Ol persons aurbenzad to disaw Mareon, Oath of Applicant I catclare under penalty of perjury in the seCond degree that this application and all attachments are true, correct, and complete to the beat of My knowkndge. I patithoriete f Sign:7,133re Title i .oat. li Date 1 A'-i-/illni i NOTICE: this individual history record provides basic information which is necessary for the licensing authority investigation. Ali questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give EbII 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. Nyt of Business FRASER PIZZA CORPORATION 2, Yost F N ame OM, first, middle) VAN HORN, JOHN, CARLISLE 3. ist any other Nvnes you nave used. JACK VAN HORN 4. 91,9Mag addfess (if different from resEleoce) PO BOX 315 WINTER PARK, CO 80482 Horne Telephone 970 M Nat sia easiderme addresses below. Ina current and pievious ad msses for the post five years. STREET AND NUMBER CITY, STATE, ZIP FROM r6/20 01 PRESENT Owners 164 COUNTY ROAD 8035 FRASER, CO 80442 Emmaus M L a9 surreet and former employers c r businesses engaged in within the last five years (Attach separate sheet if necessaiy) NAME OF EMPLOYER ADDRESS (STREET, NUMBER, CITY, STATE, ZIP POSITION HELD FROW TO HOME JAMES TRANSPORTA PO BOX 279 WINTER PARK, 00 80482 OWNER 1985 NOW 1 I 1 7. List the iniiiime rm of relatives working in or holdinn a financial interest in le dome° atraNN beverage industry. NAME OF RELATIVE l RELATIONSHfP TO YOU POSITION HELD NAME OF LICENSEE NI 1 A i I 8. irliwo you Nom yoVieal fc r. held. cr had an Interest in a StiTha of Colorado Liquor or Beer License. or !mimed mo ley. furniture or fixtures, Fquipment is allomory, to any liquor or he iisenspe? If yes, answer in detail, _IYes 7 No 9. Have you ever recirtivittd a violation Noace sampensMn cm revocation, for a liquor law viclation. or have you aprNod for or baan &Nod a 9quor or tamf Emosse any lit the OS.? If yes. explain in detail. Yes Z No COWRADO DEPARTMENT OF REVENUE E [A te:81 PVERCE: 11 11 1N3A 1....NENUNEF (X) :60261 INDIVIDUAL HISTORY RECORD EE completed by each individual applicant, all general partners of a partnership, and limited partners owning 10 (or more) of 9 ..)Eirtfmership; all officers and directors of a corporation, and stockholders of a corporation owning 10% (or more) of the sfoci 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 i Hotel and Restaurant or a Tavern License,. ai J. Have you coke been convicted c.iif a crime of received a suspended sentence. deferreid sentence, or trreIted bail fok any offense In criminal or mattary court ct do yew have any chtmgcs pending? Inctude arrests for DUI and DWAL (If yes, ret.plam in =MLR.) 1 VC5 III No 11. A'Al' p:M CirrenUy under probation (seism eked or unsupervised), parole, or coupettrig the requirements of a deformA sentence? I j Yea I] No Of yes, explain tr MaIl.) 'I k Have you ever had any STATE issued liconan s sespendoid, regokrkk or denied including a &Mem j Yes kli Ne license? (If yes, exptain in detail.) PERSONAL AND FINANCIAL INFORMATION Unless otherthse provided by law in 24-72• 204 C.R.S., information provided beIow wiII be treated as CONFIDENTIAL. Chain liquor licensing authiorites re the fotiovong personal Information in catder to determine your sottabikty for censure pursuant to 1247-307 C.P. 13a. Date of Birth b. Social curity Number Certficathm ;gist-4 I c. Place of Beith PITTSBURGH, PA 11 Wren ij. If an Alien, Give Aken's Registrakon lg.. Retie of 1...)strM 1 d. U.S Crtizen? I rji yes 1 I Ne Court k. Permanent Residence Card Rumba r If nu, give number and state by the applyrrig entity. comoration, e. If Nalattakfitat, State where h. Natirreizatioc Certificate Number i. Date of I u. Eye agog BROV ..f..... Card Number currenl Drivers LIcei:se? investment being made I, Hchr m.. Weight n. idali Coictr 6'2" 180 BROWN" p. Sex 1 q. Rase MALE 1 WHITE (if buying an existing r. Do you hake a lifYge 7 No business) or 14, It matador Information. a. TotsI purchase price 100,000 manaihrorem Rioted liability company Mher b. i r the total amount of your investment in this business including any notes, loans, cash, smvices or equipmem, oneratIng capital, stork purchases and fees paid S„.„20009. c. ProvIdo detaiIs of Investment YOU rPUSt. ACCOWit for the sources of ALL cash (how acquired). Attach a separate sheet If needecii. Tyne: Cash, Services or Equipment SeurcetName of Bank; Account Type and Number AMOUnt CASH 20,000 Loan nformation (attach copies of ail notes or loans) NafTte of Lender and Account Number Address Term Security Amount 1'i til 15. Give name of bac* where business account srviii be maintained; Accoun Nef e and Account Number; and the name or names of persons Authorized to craw thefeon, Oath of Applicant I declare wilder enaity of perjury in the second degree that this application and nil attachments are true, correct, and compete to the best of my it nowiegue. c efeced Si, %Si I Z II IIIIIIk' 41 Titis Date NCETICE: This individual history record provides basic information which is necessary for the licensing authority investigation. NI questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you Ove wiH 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 ree se Beesiness FRASER PIZZA CORPORATION 2. 'Ilene Full Name Oast flrst, middle) BROOKS, PHILLIP NATHAN 3. L Lt any other names you hoyo use 4, elesse selelrees TI diM nom resdence) PO BOX 232 TABERNASH, CO 80478 Home Telephone 970-726-6625 5. tee31 a residence addresses below. include current and previous ar.idree,s for thes past In years. STREET AND NUMBER r I CITY, STATE, ZIP FROM TO 402 PAINTBRUSH TERRACE 1 TABERNASH, CO 80478 5/2007 PRESENT ineiscs is, 103 A ELK CREEK DRIVE FRASER, CO 80442 6/2004 4/2007 6, Lse al cmnent and former efnployers or Imenesses engaged in wlthin the last Tee yews (Atta(;11 separate r NAME OF EMPLOYER I ADDRESS (STREET, NUMBER, CITY, STATE, ZIP) 1.-. HOME JAMES TRANSPORTP 1 535 ZEREX AVE. sheet d necessary) POSITION HELD MANAGER FROM 1 TO 3/2003 1 NOW I 1 7, l„.ns Ihe n of relallves worklng NAME OF RELATIVE in or nolf.,Ng a financial lntereSt in the Colorado RELATIONSHIP TO YOU ;:ilcohol bevet age Induelly, POSITION HELD NAME OF LICENSEE 8, Hoses you ever auplead ku, held, ex had 1 interest ln a Stale of Cdorado 1,,,Iqucy or Beer Lleense, or loaned rno ley, furntge or fixtures, equlpment or seeelery, to any lquot or beer liceneee? lf ye.s, answer el detail. H Yes V No 9, nese yo even reenived a violaTon nnIsce Suspainskx1 or revocat on, tor a ilquor law violaon, or have you appled f el' or been denled S ittticis or beer anywhere in Ihe U.S. If yes, expoin in detail. ri Yes [7 LEPARTMENT OF REVENUE DMS101,i STREET R.k1 lat1A INDIVIDUAL HISTORY RECORD Id be completed by each individual applicant, all general partners of a partnership, and limited partners owning 10ll4 (or more) of pzutlership; 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 (nembers with a 10 (or rnopf ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern Licence. 'II, t tare you e'ail::== beeii convened ot a canto or received a suspended sentence, deferred sentence, or forfeited b tor any offense in criminal or ll'atary COUV:," 1 any charges pendft rg? trtelisitit arrests for Otti and [YAWL (If yes, explain in aciail,) rets 11 ''.•'4.0 i 1, Are !Fati cart eatiy tinder probation (scatervisiste or unsupervised), parole, or completing the requirements of a deferred sentence? (it yes, okelhin te datail.) lenti I No if', t team you sake bad any STATE liventid licentites 5usperde revoked, or denied including a Misers license? (If yes, in in iletait.) Yee i Nu PERSONAL AND FINANCIAL INFORMATION Unless °them:Miro provided by law in 24-72-204 CM.S., information provided below will be treated as CONFIDENTIAL. Colorado oleos licensing authorities reamire the following personal information la veer to delermine your suitability for ifcensure pursuant to 12-47-307 C.R.S. 13a. Date of Birth l re if Natistettzed. State where I in Prinirditzation iftente Height m. \Airtight I 6' 3" 1 275 i b. Social Security Number SSP! U Dam of Certification n, H- CoOtc), Eye L. i p. Sax 1 BLUE 1 M c. Place of Firth WEST CHESTER, f. When 3. if an Men, q, Rabe PENNSYLVANIA GNe Aiiiiim's Registration r. Do you have a lij Yes i i l No i g, Name of Gerd Number j District Court k. Permanent If so, give J. U. Residence number Citizen? Card Nernlyse I and current Driver's License? 14, hatoriciat Infermaticm. a, lose purchase price 1 00,000 (if mying an exii;ting business) or investment being merle by Ms applying entity. corhorallan, i nairostehis. limited liability company, other I E. Lire the total amount of your investment in Iles business ladudlag any notes, Mans, cash, serantes or equipment, operating capital, I and fee 20,000 s paid i o, Provide idetads of investment. YO0 MUM accoiirit for he SOWCOS (:)t /ALL cash (how acquired). Attach as separate sheet if needs, of Bank; Account Type and Number Amount i 'Tyne. Cash, Services or Equipment Source:Name i 1 CASH 20,000 Lo- information (attach copies of all notes or loans) Name of Lender and Account Number Address Term Security Amount Vii i in. l i ....s..sa l 15, Gisto name of bank where business accoun al be inaintained; Account Name and Accou 1 t Nurr ber: and the name or names of persons authorized to draw thereon. 1 datitare under penalty of perjury in the second degree am snowiodge. Oat: of Applicant that this application and all attachments are true, correct, and Title SECRETARY complete to the best of Date 8 1 1 I 1 Mai mitaird Sig. More 9 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 v,ill he 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. N,,srrlo of P dz1 Fraser Pizza Corporation 2. Your Full Nfsme ast, first, middle) Hershfelt, Phillip Adam 3. Lit any other names you have used. 4. M ailing address (if different from residence) PO Box 1314, Fraser, CO 80442 Home Telephone 970 509 -0541 5 Lirm all residence addresses below. Include current k .nd previous addresses for the past five years. STREET AND NUMBER CITY, STATE, ZIP FROM TO Cures; =n° 139 Mill Ave. East Unit Fraser, CO, 80442 07/2006 Present 5. Le all current =grid fsaa,n ,rnptoyers or businesses engaged in within the last five years (Attacn separate sheet if necessary) NAME OF EMPLOYER ADDRESS (STREET, NUMBER, CITY, STATE, ZIP) POSITION HELD FROM TO Devils Thumb Ranch 3530 Co Rd 83, Tabernash, CO 80478 Trails Maintenance 07/2009 Present Home James Transportation 535 Zerex Ave. Dispatcher 05/2006 05/2010 Winter Park Ski Resort PO Box 36, Winter Park, CO, 80482 Snow Technician 10/2006 12/2010 7. List the name's) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE t I 8. Have you ever applied for, held. or had an interest in a State of Colorado Liquor or Fv License, or loaned money furniture or fixtures, eocipment or +vr''3 +.ory, to any liquor or beer licensee? If yes, answer in detail. 0 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 Iiicense anywhere in the U.S.? If yes, explain in detail. Yes No DR 84(A-1 01106.'j. COLORADO DEPARTMENT OF REVENUE tJOrt ENFORCEMENT DIVI'S4ON l 1 PIERCE Rr•1 108A DENVER CO 80:261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, all general partners of a partnership, and limited partners owning 10% (or more) of 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. 1u Have you ever been convicte macrime or received asuspended sentence, deferred sentence, or forfeited bail for any offe ise in crminal or miIitar court mmn you have any charges pending? Include arrests for DUI and ovw:. (If ye,f. explain muotanl iij YEm was convicted for o Dill in?0OG 11. Ai k'; you currently under probation (supetvised or unsupervised), parole, or completing the requirements of a deferred sentence? (if yes, xplain in dotaiL) ilti z Have you ever had any STATE issued licenses suspended, revoked, o, denied including aur vepnconxor (If yes, explain in detail. Yes [_]wo For two years was xvidhm/tnDLnon result of the previously mentioned DUI PERSONAL AND FINANCIAL INFORMATION Unless otherwise provided by law in 24-72-204 C.R.S., information provided below will be treated as CONFIDENTIAL. CoMrado liquor lIcensing authorities require the following personal information in order to determine your suitability for licensure pursuant to 12-47-307 C.R.S. 13a. Date of Birth I b. Social Security Numbr SSN c. Plae of Birth Decatur, IL 62522 d. U.S. Citizen? [7 Yes Hwo o. If Nturalrzcd. State whore f. When g. Name of Di3trict Cowt h Naturalizaton Certificate Number 1. Dato of Certification j. If an AUen. Give Aliens Registration Card Numbcr x.pormanon Residonci Gard Number meight m. Weigh in. noircow,o.syecom, 5'11" 220 i Brn HzI p. Sex M q. Race, White r. Do you have a current Drivrs Lieonse? If so, give numbcr an1 state vev wo 14. Financial Information. a. Total purchase p xoo$ 100'000.00 (if buying n exi g business) or investment being de by the applying entity, corporatk n, pmrtroms4. liability compaily, other8 b. Lcst the total amount of your investment in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases and fees paid 4O]]DD.00 c. Provide details of Investment. You must account for the sources of ALL cash (how acquired). Attach amapu,mo sheet if needed. Type: Cash, Services n,Equipment Source:Name of Bank; Account Type and Number Amoun Cash 40.000 d. Loan hiformation (attach copies of all notes or oans) Name of Lender and Account Number Address Term Security Amount Ni 0~� 15. Gwm name of bank where business account will be maintained; Account Name and Account Number; and the name or names of persons authorized o draw thereon. Oath of Applicant declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of mymnowledge. Aut ff ,,,00ir Prjr 1 Title President Date Eji I I OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE I, Scott Gessler, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, Fraser Pizza Corporation is a Corporation formed or registered on 07/12/2011 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20111397513. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 07/08/2011 that have been posted, and by documents delivered to this office electronically through 07/12/2011 14:34:31. I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 07/12/2011 14:34:31 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 7992037. Secretary of State of the State of Colorado *End of Certificate************* ,Votice: A certificate issued electronically from the Colorado Secretary of State's Web site isfully and immediately valid and effective. However. as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Certificate Confirmation Page of the Secretary of State's Web site, http: ?`www.sos.state.co.us/bizrernficateSearchCriteria.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance ofa certificate. For more information, visit our Web site, http= www.scs.state.co.us click Business Center and select "Frequently Asked Questions.'' C'ERT GS D Revised 08 20 2008 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. 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.) 1. The domestic entity name for the corporation is Fraser Pizza Corporation (The name of a corporation must contain the term or abbreviation "corporation", "incorporated", "company", "limited", "corp.", inc.", "co. or "ltd.". See §7 -90- 601, C.R.S. If the corporation is a professional or special purpose corporation, other law may apply.) (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 Street address 535 Zerex, Suite C -106 Fraser P.O. Box 1211 Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) Fraser CO 80442 (City) (State) (ZIP /Postal Code) United States (Province if applicable) (Country) 3. The registered agent name and registered agent address of the corporation's initial registered agent are ARTINC_PC Name (if an individual) OR (if an entity) (Caution: Do not provide both an individual and an entity name.) Street address Hershfelt 139 Mill Ave. Fraser (City) (Province if applicable) (Last) Colorado Secretary of State Date and Time: 07/12/2011 02:28 PM ID Number: 20111397513 $50.00 Document number: 20111397513 Amount Paid: $50.00 (Street number and name) (Street number and name) Co 80442 ABOVE SPACE FOR OFFICE USE ONLY CO 80442 (State) (ZIP /Postal Code) United States (Country) Phillip Adam (First) (Middle) (Suffix) (City) (State) (ZIP /Postal Code) Page 1 of 3 Rev. 02/28/2008 Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (The following statement is adopted by marking the box.) The person appointed as registered agent above has consented to being so appointed. 4. The true name and mailing address of the incorporator are Name (if an individual) OR (if an entity) P.O. Box 1314 Parker (Caution: Do not provide both an individual and an entity name.) Mailing address P.O. Box 949 Fraser co 80442 (City) (State) (ZIP /Postal Code) (Last) (First) (Middle) (Suffix) (Street number and name or Post Office Box information) 365 E. Agate Ave. Granby CO 80446 (City) Frank M. (Province if applicable) (Country) (State) (ZIP /Postal Code) United States (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 1,000 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.) D 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: Parker Frank M. (Last) (First) (Middle) (Suffix) P.O. Box 949 (Street number and name or Post Office Box information) 365 E. Agate Ave. Granby CO 80446 (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.) 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). ARTINC_PC Page 3 of 3 Rev. 02/28/2008 Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees foims /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. Articles of Amendment filed pursuant to §7 90 301, et seq. and §7 110 106 of the Colorado Revised Statutes (C.R.S.) ID number: 20111397513 1. Entity name: Fraser Pizza Corporation 2. New Entity name: (if applicable) 3. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box): 4. Other amendments, if any, are attached. 6. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires: 7. (Optional) Delayed effective date: Notice: AMD_PC OR Colorado Secretary of State Date and Time: 07/13/2011 04:17 PM ID Number: 20111397513 $25.00 Document number: 20111400103 Amount Paid: $25.00 (If changing the name of the corporation, indicate name BEFORE the name change) "bank" or "trust" or any derivative thereof "credit union" "savings and loan" "insurance "casualty "mutual or "surety" 5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment. (mm/dd /yyyy) If the corporation's period of duration as amended is perpetual, mark this box: (mm/dd/yyyy) 0 ABOVE SPACE FOR OFFICE USE ONLY 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. Page 1 of2 Rev. 5/01/2010 8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing: Parker Frank M. (Last) (First) (Middle) (Suffix) P.O. Box 949 AMD_PC (Street name and number or Post Office information) 365 E. Agate Ave. Granby CO 80446 (City) (State) (Postal/Zip Code) United States (Province if applicable) (Country if not US) (The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box El and include an attachment stating the name and address of such individuals.) Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this fowl 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. Questions should be addressed to the user's attorney. Page 2 of 2 Rev. 5/01/2010 ATTACHMENT TO THE ARTICLES OF INCORPORATION OF ERASER PIZZA CORNIRATION Pursuant ttt 01 e t eq. and 7-102.102. of the frrolorader Vised Statutes (C.R.S.I. the individual rianted in these Articles a Ineorporatiorn a natural person a the age of eighteen years or harm, acting as incorporator of' a charporation under tbe C'olorado Business Cortoration Code adopts the ,Artie 1c W Incraporation and this Atrachinent for such Corporation: ARTICLE I The entity tram of the Corporation is FRASIiR PIZZA CORPORATION, ARTICLE II The nurpostB hat with+ the Corporation is organized are: ReStatirlint and 13) TO carry on any lawfill business or activity and to have and exercise all of 0* tovvcrs and rights conferrer by the lass of tb State td C.:oh and trn The foregoing clauses shrill be construed as and Shalt be porivers as well as nurprrses, and the matters expressed in each claim sluff, urrless otherwise herein exprerrBly provided, he m or) 'svay limited by reference to or itrt'erene.er from the terms of any other clause but stroll be regartied as independent pawers and purpirses; and the enenteration of specific powers and purposes shall not be cunt -d to limit or restrict in an mitnner the awaiting or the poemd tertits of the general powers rtr this Corporation, nor shall be expression of the thing be deemed to excltale another not expressed, although of like nature. Tins Corporaticat stroll be authorized to exervise and enjoy alt other powers, rights, and privileges granted by the Colorado finsiriess Corporation Code to Corporations organized thereunder, and alt the potters toriferated by all arts heretofore or bereitter arriendatory or or supplentental 10 that statute, and the enumerritirm of certain prawers as herein specified is not interided 118 CXC1USiVC or as tr strOver of any or the powers, rights, or privileges grinned or conferred by that statute now or luireatier forger provided, however, that nothing herein ct)nrained shall be deemed to authorize or permit this Corporation to can on any business, to exercise any ph or to do an at which a Corporation thrilled under that statute may not at the 1i1TIC taWitIlly cony on or do, ARTICLE 'fl iC 'number of Diretheirs shall be within the range fixed hi accordance with these Articles rrf Ineorporatirro ton the Bylaws, lhe number of Direetion may be fixed or changed herrn time to time within the range tt, the Shareholders or the Board of Directors, 'the number rat Ihmtors constituting the initial 13 d of 1)inZ of the Crrrporation are four. and IttC !MOM'S and arklierrses of the treasons who are to serve as Directors umtl the first annual meeting of Shareholders or until their sitecernor is elected and shall qualify are Ptuthp Adam llerslitglt Rerger Iledlund Johri Van I kon Phillip Brooks P1) Box 1314 Fraser, CO 80442 P.10. Box 464 rabernasti CO 80478 P.0 Box 311 Winter Park, CO 8002 10 Brix 232 Tabaroash, CO 80478 ARTICI,E The aggregate number of snores which the Corporation shalt itriVC the ituthorit to issue 1,000.000 and the par %aloe of ekiCh share shall no gar. AkneLE V finch outstanding share of Iionirrinii Snick stint! he entitled to orte Note and each outstanding fractional share cif Common Stock shall be tititttled m a corresponding fractional ante on each matter solitilittett tit a vote of Shrinittolders. Cumulative N is ton authorized, ARTI VI Tho ra tion b Ye the right to impose rOsSrrieriOOS LIP011 the transfer of any of its atttherized shares or any interest therein. Ilte Board of Directors is hereby atithorized on "'chaff of the Corrairation exercise the Ccirporation's right to ininisse such restrktions. as 1 their discretion they doom proper or ARTICLE VII M holders of rite to nmon Stock of the Corporation shall hare the preiemptive and proterential nght, priniortiort to their respective holdings of Coalition Stock, to purchase or subsetibe for iny unissued tar treasury stores of the Corporation, whether now or I* "ter authoyized. This pros rignive right shalt L xtend 13* 31 01 1 3 1 shrugs issuert„ Boa to th egmisia of stock rights and options. te o ff Of Any o r ta Directors, officers and employees of the Corporation, or any subsidiarg thereof, and to shrugs issued itursoom to sock iliond rind Other Oretritrre plans for their benefit, ARTICLE vi 2 No contract or other transaction between the florporation aM one or more of its Direirtors or offitars„ or any other Corporation, finn, associ1 ri011. or entity in which one or itiorc of its litirecteirs or officers are tRreetors or officers or ate fillaileilifty interested, shall be either void or voidiBble solely because of such rtilrOrrtillip Or interest or snidely because such DireCtOrS OM present at the ITI0 CIII1g ante Board or parootots or committegi thereof which outhorizgs, app roves. or ratifies such contract 01 rr11 tIS0 Cti1111 Or solely fiemitsc their votes are counted for such purpose. ,A) The foet of such relationship or interest is disclosed or "mown in the Road Ifirectors or the coomittee thereof which then authorizes a p p r o v e s or ratifies the contriticr or transaction by a vote or vainest consent sufficient for tile purpose without counting it sMes ot aviation COlirirrOtti 01131 Ch interested Directory. BI The fact of 1 rdationship itectest is disclosed or known to tile Shatelicilders entitled to ante thereon ond they then authorize, optimal!, ur nitrify such contract or s\ 03 by Ore or Written consent, (amnion air ifirotrist 1 1 y fx diorites" in determining the presence of a quorum at a intniting of the Board of tfirechirs or a committee thereof which nuttwriires. opprintes. of ratifies such enmroct or transaction, ARTICtir IX All Bylaws or the Corporation shall be subject to allwndIncitt, alteration., or remah, and new Bylaws truly tic adorned bg a majority of the mettthers tit( the Board' of DireCtiltS m the manner pnwided by the 1a of the Slate of Colorado, subject to arty restrictions on that tigth which may be coot:lifted m the Bylaws., majority ()lithe Sh rh k1r 1th1u tit votc m an Annual ,cir Spud Meeting at ighich 41 quorum present shall also (lave the right to amend i alter or repeal the Bylaws and in n (nogg or ho amend, alter, tit A et0 ail> such action taken by tin. Hoorn of ()hectors, FIRST AMENDMENT TO SHOPPING CENTER LEASE Winter Boat. L.L.C. ("Landlord") and Fraser Pizza Company ("Tenant") hereby amend that certain Shopping Center Lease dated July 28. 2011 consisting of 967 square feet for the premises situated at 551 Zerex Street. Unit C-101. Fraser. CO 80442 at Fraser Valley Shopping Center, between the parties (the "Lease") and all amendments and addenda thereto, as set forth below. Unless otherwise indicated, capitalized terms used herein shall have the meanings set forth in the text of this Lease. It is mutually agreed by and between Landlord and Tenant as follows: Tenant's address is hereby changed from 551 Zerex Street, Unit C-101, Fraser, CO 80442 to 551 Zerex Street, Unit C-106, Fraser, CO 80442. Tenant's name is hereby changed from Fraser Pizza Company to Fraser Pizza Corporation. Tenant's Minimum Guaranteed Rental Scheduled is hereby amended to the following: TERM August 01, 2011 October 31, 2011 November 01, 2011 October 31, 2012 November 01, 2012 October 31, 2013 November 01, 2013 October 31, 2014 November 01, 2014 October 31, 2015 November 01, 2015 October 31, 2016 WITNESSETH MONTHLY BASE RENT $0.00 $1,100.00 $1,150.00 $1,200.00 $1,250.00 $1,300.00 ANNUAL BASE RENT $0.00 $13,200.00 $13,800.00 $14,400.00 $15,000.00 $15,600.00 Note: The language contained in this section has not been approved by the Colorado Real Estate Commission. Except as hereby expressly amended, the terms and conditions of the Lease shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day of 2011. LANDLORD: Winter Boat, L.L.C. By. TENANT: Fraser Pizza Corporation By: Print Itezdzik Title: CE:c4,C,"—Mo r WO V- 1■S G ryt-z-z,_eNc.„1 oc (9A-1 2_0 1 Ph'h, p 2Dc4s Oalt (JL) SHOPPING CENTER LEASE FOR FRASER VALLEY SHOPPING CENTER between WINTER BOAT, L,LC "LANDLORD and FRASER PIZZA COMPANY ("TENANT Dated:_�� ARTICLE INDEX TO SHOPPING CENTER LEASE 1. Definitions 2. Granting Clause 3. Construction and Acceptance of the Premises 4. Minimum Guaranteed Rental 5. Common Area 6. Use and Care of the Premises 7. Maintenance and Repair of the Premises 8. Alterations 9. Landlord's Right of Access; Use ofRoof 10. Signs; Store Fronts 11. Utilities 12. Indemnity. Public Liability Insurance and Fire and Extended Coverage Insurance 13. Non Liability for Certain Damages 14. Fire and Other Casualty 15. Condemnation 16. Assignment and Subletting 17. Taxes 18. Default by Tenant and Remedies 19. Security Deposit; Landlord's Lien; Mechanics Liens 20. Holding Over 21. Subordination 22. Effect of Sale 23. Notices 24. Hazardous Materials 25. Miscellaneous 26. Option to Renew EXI-IIBITS A Site Plan B Legal Description of the Shopping Center C Provisions Relating to Construction of a Pre Occupied Premises D Rules and Regulations E Guaranty of Lease P Restrictions on Use of the Shopping Center G Additional Provisions 2 !ALS Tenant Landlord 111) This Shopping Center Lease (this "Lease is entered into this day of 3_, 201 k by and between Landlord and Tenant (as defined in Section 1.1 below). 3.3 below. ARTICLE 1— DEFINITIONS 1.1 Definitions and Certain Basic Provisions. (a) Landlord: Winter Boat. LLC (b) Landlord's Mailing Address: Winter Boat. LLC c/o Western Centers, Inc. Pavilion Tower 1I 2821 S. Parker Rd.. Suite 215 Aurora. CO 80014 Telephone No. (303) 306 -1000 Fax No. (303) 306 -1133 (c) Tenant: Fraser Pizza Company (d) Tenant's Mailing /Notice Address: Fraser Pizza Company P.O. Box 1211 Fraser, CO 80442 Telephone No, Fax No. (c) (i August 01. 2011 October 31, 2011 November 01, 2011 October 31. 2012 November 01. 2011 October 31, 2012 November 0 1 October 31. 2012 November 01, 2011 October 31. 2012 November 01, 2011 October 31. 2012 SHOPPING CENTER LEASE Trade Name: Fraser Pizza Company (f) Tenant's Address in Shopping Center: 551 Zerex Street, Unit C101 Fraser. CO 80442 (g) Premises: Approximately 967 rentable square feet (computed from measurements to the exterior of outside walls of the building and to the center of interior walls), such premises being shown and outlined on the plan attached hereto as Exhibit A and being part of the Shopping Center situated upon the property described in Exhibit B attached hereto. "Shopping Center" shall refer to the property described in Exhibit 13 attached hereto, together with such additions and other changes as Landlord may from time to time designate as included or excluded within the Shopping Center. Landlord shall have the right to verify the actual square feet in the Premises from time to time during the Lease Term and to adjust the Minimum Guaranteed Rental (as defined in Section 1.2 below) payable hereunder based upon the actual square feet in the Premises as determined by such measurement. (h) Lease Term: 63 months. (1) Commencement Date: August 01. 2011. or as extended pursuant to Section 3.3 below. Expiration Date: October 31, 2016. or as extended pursuant to Section (k) Minimum Guaranteed Rental: TERM 3 MONTHLY ANNUAL BASE RENT BASE RENT 50.00 $0.00 $1,100.00 513,200.00 $1,150.00 $13.800.00 51,200.00 $14,400.00 $1.250.00 $15.000.00 $1.300.00 $15,600.00 4rjTenl (I) Percentage Rental: NIA% of Gross Sales (as defined in Section 4.3) in excess of $NIA per month (m) Security Deposit: $1.300.00. (n) Permitted Use: Pizza Restaurant. (o) Broker: Western Centers, Inc. (P) Adam 1-Iershfeld. Guarantor(s): Phil Brooks, Roger Hedlund. Jack Van Horn and Phillip 1.2 Additional Rent. Any amounts which this Lease requires Tenant to pay in addition to the Minimum Guaranteed Rental. 1.3 Construction. Each of the foregoing definitions and basic provisions shall be construed in conjunction with and limited by references thereto in other provisions of this Lease. ARTICLE 2 GRANTING CLAUSE 2.1 In consideration of the obligation of Tenant to pay rent and other charges as herein provided and in consideration of the other terms. covenants and conditions hereof. Landlord hereby demises and leases to Tenant, and Tenant hereby takes from Landlord, the Premises, TO I-IAVE AND TO FIOLD the Premises for the Lease Term, all upon the terms and conditions set forth in this Lease. ARTICLE 3 CONSTRUCTION AND ACCEPTANCE OF THE PREMISES 3.1 As -Is Delivery. Tenant takes the Premises in their "As -Is" condition as of the date Landlord delivers possession of the Premises to Tenant. Tenant acknowledges that 'tenant is not relying upon any representations or warranties made by Landlord or Landlord's agents or employees as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose. Tenant acknowledges that neither Landlord nor its agents or employees has agreed to undertake any alterations or construct any tenant improvements to the Premises except as expressly provided in this Lease. 3.2 Tenant's Investigation. Tenant hereby represents and warrants to Landlord that Tenant has made its own investigation and examination of all the relevant data relating to or affecting the Premises and is relying solely on its own judgment in entering into this Lease; specifically, and without limitation, Tenant represents and warrants to Landlord that Tenant has had an opportunity to measure the actual dimensions of the Premises and agrees to the square footage figures set forth herein for all purposes of this Lease (except in the event of a condemnation or casualty that decreases the size of the Premises and as more fully provided elsewhere in this Lease or a re- measurement by Landlord pursuant to Section 1.1(g) above). LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR OTHERWISE. WITH RESPECT TO THE CONDITION OF THE PREMISES, THE SHOPPING CENTER. OR THE LAND, THE LOCATION. USE, DESCRIPTION, DESIGN. MERCHANTABILITY, SUITABILITY, OR FITNESS FOR USE FOR ANY PARTICULAR PURPOSE. CONDITION, OR DURABILITY, OR THE QUALITY OF TIME MATERIAL, OR WORKMANSHIP IN THE SHOPPING CENTER OR THE PREMISES. ALL RISKS INCIDENT TO THOSE MATTERS WILL BE BORNE BY TENANT. LANDLORD WILT., HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PREMISES OR ANY PORTION OF TIME PREMISES OR A PORTION OF TI -IE SHOPPING CENTER, WHETHER PATENT OR LATENT. THE PROVISIONS OF THIS SECTION 3.2 ARE A PRINCIPAL INCENTIVE FOR LANDLORD TO ENTER INTO THIS LEASE AND HAVE BEEN NEGOTIATED AND ARE INTENDED TO 13E A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED. WITH RESPECT TO THE PREMISES OR ANY PORTION OF THF. PREMISES, WHETHER ARISING UNDER APPLICABLE LAW NOW IN EFFECT OR IN EFFECT AFTER THE DATE OF THIS LEASE. TENANT ACKNOWLEDGES AND REPRESENTS TI NO SUCH 4 LS t it/Tenant I:ndl+rd REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE AND ACCEPTS THE PREMISES IN ITS PHYSICAL CONDITION ON THE POSSESSION DATE. 3.3 Failure to Deliver Possession. If for any reason, Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, this Lease will not be void or voidable, and Landlord will not be liable to Tenant for any resultant loss or damage. Notwithstanding anything herein to the contrary, if Landlord has not delivered possession of the Premises on or before the date (the "Drop -Dead Date") that is 120 days after the Commencement Date, then this Lease shall automatically terminate as of the Drop -Dead Date and thereafter the parties shall have no further rights or obligations to each other, except that Landlord shall return all funds deposited hereunder by Tenant within five business days after the Drop -Dead Date. If Landlord's failure to deliver possession of the Premises on or before the Drop -Dead Date is due in whole or in part to circumstances of force majeure as defined herein, then the Drop -Dead Date shall be extended for an additional two months. 3.4 No Wholesale. Tenant shall not conduct within the Premises any fire, auction or bankruptcy sales or operate within the Premises a "Wholesale" or "factory outlet" store, a cooperative store, a "second -hand" store, a "surplus" store or a store commonly referred to as "discount house." 'tenant shall not advertise that it sells products or services at a "discount," "cut- price," or "cut- rate" prices.. "Tenant shall not: (a) permit any objectionable or unpleasant odors to emanate from the Premises, (b) place or permit any radio, television, loudspeaker or amplifier on the roof or outside the Premises or where the sane can be seen or heard from outside the Shopping Center or in the Common Areas, (c) place an antenna, awning or other projection on the exterior of the Premises, (d) solicit business or distribute leaflets or other advertising material in the Common Areas, (e) take any other action which in the exclusive judgment of Landlord would constitute a nuisance or would disturb or endanger other tenants of the Shopping Center, (f) unreasonably interfere with other tenant's use of their respective premises, or (g) do anything which would tend to injure the reputation of the Shopping Center. 3.5 Radius Restriction. Tenant shall ensure that no other business of a type similar to that authorized hereunder for the Premises ("Similar Business shall be operated within a one half mile radius of the Premises by Tenant, its owners, members, partners, directors or shareholders. If Tenant, its owners, members, partners, directors or shareholders operates a Similar Business in violation of this section, such action shall be an Event of Default under this Lease. 3.6 Liquor License. (a) If Tenant intends to sell or serve alcohol on the Premises, then Tenant shall, at Tenant's sole cost and expense, be responsible to obtain a liquor license from the State of Colorado Liquor License Bureau (the "Liquor License Tenant shall not be permitted to sell or serve alcohol at the Premises unless and until Tenant has received a Liquor License and complied with all other applicable laws related thereto. Tenant understands and agrees that the effectiveness of this Lease is not conditioned upon Tenant's receipt of the Liquor License and regardless of whether Tenant fails to obtain the Liquor License for any reason whatsoever, this Lease will remain in full force and effect, and the same shall not give any rise to termination by Tenant. (b) Regardless of whether Tenant obtains the Liquor License, the Commencement Date of this Lease shall continence no later than August 01, 2011. 3.7 Business License and Permits. (a) Tenant shall be solely responsible for all licenses, permits or certificates required by any govermnental or quasi governmental agency, including, without limitation, OSHA and the Colorado Department of Health, for the operation of a restaurant at the Premises (collectively the "Business Licenses Tenant shall provide Landlord with a copy of the Business Licenses within one business day after receipt of the same. Tenant shall maintain the Business Licenses at all times during the Term of this Lease. (5) Tenant shall deliver to Landlord, within one business day after receipt of the same. a copy of any notices received by Tenant pertaining to the Business Licenses. IALS: -5- 50V Tenant andlord rJ including. without limitation, periodic reports and/or any violation reports from such governmental or quasi- governmental agencies. If Tenant receives more than three notices of violations under the Business Licenses during any 12 -month period, then Landlord shall have the right to terminate this Lease upon written notice to Tenant, ARTICLE 4 MINIMUM GUARANTEED RENTAL 4.1 Rent. The Minimum Guaranteed Rental shall accrue hereunder with respect to the Premises from the Commencement Date and shall be payable to Landlord at Landlord's Mailing Address without demand and without setoff or deductions, for any reason whatsoever, except as herein provided. 4.2 Payment. Tenant shall pay to Landlord the Minimum Guaranteed Rental in monthly installments in the amount specified in Section 1.1 above. The first such monthly installment, and the Security Deposit, shall be due and payable upon execution of this Lease. and subsequent installments shall be due and payable on or before the first day of each succeeding calendar month during the Lease Term; provided, that if the Commencement Date is a date other than the first day of a calendar month, there shall be due and payable on or before such date as the Minimum Guaranteed Rental for the balance of such calendar month a sum equal to that proportion of the Minimum Guaranteed Rental due for the first full calendar month, multiplied by a fraction the numerator of which is the number of days from the Commencement Date to the end of the calendar month during which the Commencement Date shall fall and denominator which is the total number of days in such month. 4.3 Sales Reports and Records. (a) Lease, 'I'cnant shall prepare and deliver to Landlord at the place designated by Landlord a made during the preceding calendar month. In addition, within 60 days after the expiration of ouch calendo lays after termination of this Lease, if this Lease should not terminate at the end of a calendar y ar, Tenant shall prepare and deliver to calendar year (or partial calendar year), certified to be correct by an independent certified public accountant, Tenant shall- furnish similar statements for its licensees, concessionaire a sd rights under subsection (c) below. tch form as Landlord may require. If any d cntal shall bo made subject- however, to Landlord's (b) which the Premises are located, approved in writing by Landlord, a pertnanont, accurate set of books and records of all sales of merchandise and revenue derived from business conducted in the Premises, and all supporting records such as tax reports, banking records, cash register tapes, for at least 36 months after the end of the calendar year to tiehich they relate, and shall be subject to inspection and audit by Landlord and its agents at all reasonable times. (c) In the event Landlord is not satisfied with any monthly statement or have its auditors make a special audit of all hook. and records, wherever located, pertaining. to sales made in or from the Premises during the period in question. If such statements arc found-fa be- incorrect to an extent of more than 2% over the figures submitted by Tenant, Tenant shall pay for such audit, Tenant shah promptly pay to Lanellord any deficiency or Lan herd shall promptly +e€und to Tenant any overpayment, as the case may be, which is established by such audit. 4.4 Interest. If any payment required by this Lease is not made within five days after such payment is due, a late charge of 18% per annum or the maximum rate allowed by applicable law, whichever is less, will accrue from the date on which payment was due until the date on which payment is paid in full and received by Landlord. 4.5 Late Fees. In the event Tenant fails to pay Landlord within five days after due any installment of Rent or other suns to be paid to Landlord which may become due hereunder, -6- Tenant Landlord A i Tenant will pay Landlord on demand a late charge of 10% of the past due amount, but in no event Less than $50.00 (the "Late Charge). Tenant agrees that in the event of any such late payment by Tenant. the damages resulting to Landlord will be difficult to ascertain precisely, and that the Late Charge constitutes a reasonable and good faith estimate by the parties of the extent of such damages. ARTICLE 5 —COMMON AREA 5.1 Common Area. The "Cornmon Area" is the part of the Shopping Center designated by Landlord from time to time for the common use of all tenants, including among other facilities, parking areas, sidewalks, roofs, landscaping, curbs, loading areas, private streets and alleys, lighting facilities, hallways, malls, restrooms, as well as all other areas and improvements of the Shopping Center not leased or intended to he leased to other tenants, an of which shall be subject to Landlord's sole management and control and shall be operated and maintained in such manner as Landlord, in its sole discretion, shall determine; provided, however, that the management, control, maintenance and operation of the Shopping Center shalt be consistent with the standards observed by comparable retail centers in the Denver metropolitan area from time to time. 5.2 Closing Off Common Areas. Without advance written notice to Tenant and without any liability to Tenant in any respect, Landlord will have the right to: (a) close off any of the Common Areas to whatever extent required in the opinion of Landlord and its counsel to prevent a dedication of any of the Common Areas or the accrual of any rights by any person or the public to the Common Areas; (b) enter into, modify and terminate easements and other agreements pertaining to the use and maintenance of parking areas and fees for use of such parking areas and other common areas; or (c) change from time to time the dimensions and location of the Common Area as well as the location, dimensions, identity and type of any building in the Shopping Center, and to acquire other outlots or buildings, construct additional buildings or additional stories on existing buildings or other improvements in the Shopping Center, and to include the same as part of the Shopping Center or the Common Area, or both, as the case may be. Landlord may also eliminate buildings from the Shopping Center, including without limitation by means of condominiumizing certain buildings or units within the Shopping Center, provided that such activities do not materially adversely affect access to the Premises by Tenant's employees and visitors. 5.3 Use of Common Areas: Parking. (a) Tenant shall have the right, nonexclusive and in common with others, to use the Common Areas for the purposes for which the same were designed and to use the exterior paved driveways and walkways of the land for vehicular and pedestrian access to the Shopping Center. Tenant shall also have the right, non exclusive and in common with other tenants of the Shopping Center and Landlord, to use the designated free parking areas of the land, if arty, for the parking of automobiles and other vehicles of Tenant and its employees and business visitors; provided, that Landlord shall have the right to restrict or limit Tenant's utilization of such parking areas in the event the same become overburdened and in such case to allocate on a proportionate basis or assign parking spaces among Tenant and the other tenants of the Shopping Center. Landlord shall have the right to establish reasonable regulations, applicable to all tenants, governing the use of or access to any interior or exterior Common Areas. (b) Tenant covenants that under no circumstances shall Tenant allow freight, merchandise, supplies. vehicles, construction materials, trade fixtures or other goods delivered to or from the Premises to he stored on, accumulate on, or obstruct the entrances of the Shopping Center or the roads, trash bay, sidewalks, driveways or parking areas within the Shopping Center. A violation or violations of this sub- paragraph shall constitute a material breach of this Lease. (c) Tenant shall not perform or permit work to he done on any Common Areas, including but not limited to, the roads, sidewalks, driveways. parking areas, landscaped areas or any other exterior areas within the Shopping Center. As used herein "work" includes, but is not limited to, assembly, construction, mechanical work, painting, drying, layout, cleaning or repair of goods or materials. IN _7_ vY l f3 Tenant Landlord ARTICLE 6 USE AND CARE OF THE PREMISES 6.1 Increased Premiums. Tenant shall not keep anything within the Premises for any purpose which increases the insurance premium cost or invalidates any insurance policy carried on the Premises or other part of the Shopping Center. Upon demand, Tenant shall pay as Additional Rent any increased premium cost due to Tenant's use or occupation of the Premises. All property kept stored or maintained within the Premises by Tenant shall be at Tenant's sole risk. 6.2 No Waste. Tenant shall take good care of the Premises and keep the same free from waste at all times. Tenant shall keep the Premises and sidewalks, service ways and loading 'areas adjacent to the Premises neat, clean and free from dirt, rubbish, insects and pests at all tithes, and shall store all trash and garbage within the Pretnises, or within areas designated by Landlord. 6.3 Displays. Tenant shall maintain all display windows in a neat, attractive condition, and shall keep all exterior electric signs in front of the Premises lighted from dusk until 10:00 P.M. every day, including Sundays and holidays. 6.4 Compliance with Laws. Tenant shall procure, at its sole expense, any permits and licenses required for the transaction of business in the Premises and otherwise comply with all applicable laws, ordinances and governmental regulations concerning the use and operation of the Premises; provided, that such compliance does not require alteration of the Premises, except where such alteration is dictated by the applicable authority as a result of Tenant's particular use of the Premises. 6.5 Relocation of the Premises. Landlord reserves the right to relocate 'Tenant to another location in the Shopping Center (herein referred to as the "New Premises provided: (a) Landlord gives "Tenant at least 60 days' prior written notice; (b) Landlord pays the actual and direct, out-of-pocket, reasonable expenses of Tenant in moving from the Premises to the New Premises; (c) the New Premises are similar to the Premises in size; and (d) Landlord and Tenant shall execute an amendment to this Lease confirming the change within 30 day's after either party shall request same. The Minimum Guaranteed Rental shall he adjusted based on the square footage of the New Premises. ARTICLE 7 MAINTENANCE AND REPAIR OF THE PREMISES 7.1 Landlord's Obligation, (a) Landlord shall, at Landlord's sole cost and expense, keep, or cause to be kept, the Compton Areas, the foundation, the exterior walls (except store fronts, plate glass windows, doors, door closure devices, window and door frames, molding, locks and hardware) and the roof of the Premises, in good repair, except for damage due to the negligent, acts or omissions of Tenant its agents, employees, subtenants, licensees, invitees and concessionaires, which repairs shall be made by Tenant, at Tenant's sole expense. In the event that the Premises should become in need of repairs required to be made by Landlord hereunder, Tenant shall give prompt written notice thereof to Landlord pursuant to Section 18.7 below. This section shall not apply in case of damage or destruction by lire or other casualty or condemnation or eminent domain. in which event the obligations of Landlord shall be controlled by Article 14 and 15. Except as otherwise provided in this section, Landlord shall not be obligated to make repairs, replacements or improvements of any kind upon the Premises, or to any equipment, merchandise, stock in trade. facilities or fixtures therein, all of which shall be Tenant's responsibility, but Tenant shall give Landlord prompt written notice of any accident, casualty, damage or other similar occurrence in or to the Premises or the Common Area of which Tenant has knowledge. Notwithstanding anything to the contrary contained herein, Landlord's obligation hereunder is limited to repairs specified in this Section 7.1 only, and Landlord shall have no liability for any damages or injury arising out of any condition or occurrence causing a need for such repairs. (b) Landlord shall, at Landlord's sole cost and expense, arrange for collection of all trash and garbage in the Shopping Center. All of Tenant's refuse and other waste materials shall be segregated by category of waste in accordance with such regulations as Landlord !lay -S 4 Tenant andlord from time to time adopt. Receiving and delivery of goods and merchandise, and removal of garbage and trash, shall be made only in the manner and areas prescribed by Landlord. Tenant shall not operate an incinerator or burn trash or garbage within the Shopping Center, (c) Landlord agrees to maintain the heating, ventilating and air conditioning fixtures and systems (the "HVAC servicing the Premises. 7.2 Tenant's Obligations. (a) Tenant, at its sole cost and expense. shall at all times keep the Premises (including all entrances and vestibules) and all partitions, windows and window frames and moldings, signs, glass, doors, door openers, fixtures. equipment and appurtenances thereof (including lighting, electrical, plumbing, heatientilating -and air conditioning fixtures and systems (the "1IVAC) servicing the Premises exclusively and any other mechanical equipment and appurtenances serving the Premises exclusively), and all other parts of' the Premises not expressly required in Section 7.1 above to be maintained by Landlord, in good order, condition and repair, clean (including redecorating), orderly, sanitary and safe, damage by ordinary wear and tear and unavoidable casualty excepted (including, but not limited to, doing such things, at Tenant's sole cost and expense. as are necessary to cause the Premises to comply with the applicable laws, ordinances. rules, regulations. directions, requirements and orders of governmental and public bodies and agencies which are now in force or which may hereafter be in force, which shall impose any duty upon Landlord or Tenant with respect to the use, occupation or alteration of the Premises, such as, but not limited to, OSHA and ADA). Tenant shall furnish, maintain and replace all electric light bulbs, ballasts, tubes and tube casings. The service contract must include all services suggested by the equipment manufacturer within the operation/ntaintenance manual and must become effective within 30 days of notification shall pay Landlord men demand such associated costs plus 15% plus interest at the maximum allowable rate. Within the 30 day period preceding move out by Tenant. Tenant shall have the systems and equipment checked and serviced to ensure rope' functioning and shall turni,h Landlord satisfactory proof thereof upon request. service. (c) Tenant shall, at its sole cost and expense. provide its own janitorial (d) Tenant shall maintain in a clean condition its signs, metal work. doors and the interior and exterior of all windows in the Premises. In the event Landlord determines that windows for which Tenant is responsible are not being so maintained, it shall have the right to clean the same or cause the same to be cleaned at Tenant's expense. Tenant, shall be responsible for the maintenance, repair and restoration (including replacement, if necessary) of any windows or other glass surfaces within the Premises. (e) Tenant shall be responsible for the cleaning and maintenance of any grease trap located w ithin the Premises and shall enter into, and furnish Landlord a copy of upon request, a grease trap cleaning contract reasonably acceptable to Landlord. Landlord shall, at Tenant's sole cost and expense, install, clean and maintain any grease trap located outside of the Premises but serving (exclusively or in common with others) the Premises (the "Grease Trap Expenses If the grease trap serves the Premises exclusively, then Tenant shall reimburse Landlord for the Grease Trap Expenses within 10 days after receipt of an invoice. if the grease trap serves more than the Premises, then Tenant shall reimburse Landlord for its proportionate share (determined by dividing the Rentable Area of the Premises by the rentable area of all users of the grease trap and multiplying the resulting quotient by 1(10 and rounding to the third decimal place) of the Grease Trap Expenses within 10 days after receipt of an invoice. (f) Any grease -hood ventilation equipment in the Premises shall include fire protection devices approved by Landlord and a tine prefilter and activated charcoal filter or 9 Tenant their equivalent. All kitchen ventilating equipment shall be so operated and maintained as to prevent the emission of odor and smoke from the Premises, and if the exhaust requirements of Tenant's use exceed the capacity of' the kitchen ventilating equipment, Tenant shall install and use an electrostatic precipitator or comparable state of the art equipment to achieve the requisite standard of emission control, as determined by Landlord, so that no such emissions shall enter into the Shopping Center's heating, air conditioning and ventilation system or be discharged into any other vents or flues of the Shopping Center, or annoy any of the tenants of the Shopping .Center or adjacent properties. The design, location and installation of such equipment shall be subject to Landlord's approval. The discharge of any fumes, vapors and odors, which by law or by rule or regulation of any department or agency having jurisdiction must be discharged into a separate stack or flue, will not be permitted unless Tenant, at Tenant's sole expense, shall provide for such discharge in a proper manner to the outside air if legally permissible and if not legally permissible, then in some other lawful manner. Tenant shall not discharge or permit to be discharged any acids, vapors or other materials into the wastelines, vents or exterior surfaces of the Shopping Center which will damage them. The discharge of fumes, vapors and odors will only be permitted on the Shopping Center exterior at the Shopping Center mechanical room floors and only at such locations on these floors where space and ventilation capacity is available without contaminating the intake or other mechanical systems. If Landlord so elects, Tenant shall enter into maintenance and service contracts for the filter and exhaust elements of the heating, air conditioning and ventilation equipment with maintenance and service companies approved by Landlord, and Tenant shall not terminate or amend the contracts without Landlord's prior approval. (g) Tenant shall install and maintain an impervious membrane in the floor areas of the kitchen, dishwashing, bar and restroom areas in the Premises and shall otherwise take such action and conduct its operations in such a manner that no liquid seeps from the Premises to the space of any other tenant or to any other portion of the Shopping Center. Tenant shall cause to be maintained, at its expense and in good operating condition and repair, all grease traps and other equipment installed in the Premises for kitchen waste disposal. If Landlord determines in its reasonable judgment that such equipment is not being so maintained, Tenant shall retain the services of Landlord or a maintenance company retained by Landlord to perform such maintenance and Tenant shall reimburse Landlord for the cost thereof upon demand. 7.3 Landlord's Repair Riehts. If Tenant refuses or neglects to make repairs or to maintain the Premises, or any part thereof, in a manner reasonably satisfactory to Landlord, Landlord shall have the right, but not the obligation, upon giving Tenant written notice of its election to do so, to make such repairs or perform such maintenance on behalf of, and for the account of. Tenant. Such work shall be paid for by Tenant, as Additional Rent, promptly upon receipt of a bill therefore, with a 15% administration charge added to the total. 7.4 End of Term. At the end of this Lease, or upon Landlord's exercise of its right, upon an event of default, to repossess the Premises without terminating this Lease. Tenant will promptly quit and surrender the Premises broom clean, in good order and repair, ordinary wear and tear excepted, and shall surrender all keys for the Premises to Landlord and shall inform Landlord of all combinations on locks, safes and vaults. if any, in the Premises. Upon moveout by Tenant. should the Premises require any repairs which are the responsibility of Tenant hereunder, Landlord shall have the right to make such repairs at Tenant's sole cost. If Tenant is not then in default, Tenant may remove from the Premises any trade fixtures, equipment and movable furniture placed in the Premises by Tenant pursuant to Article 8, whether or not such trade fixtures or equipment are fastened to the Premises, so long as such removal is done in accordance with plans approved by Landlord. Notwithstanding the foregoing, Tenant will not remove any trade fixtures or equipment without Landlord's prior written consent if such fixtures or equipment are used in the operation of the Premises, or if the removal of such fixtures or equipment will result in impairing the structural strength of the Premises. Whether or not Tenant is in default, Tenant will remove such alterations, additions, improvements, trade fixtures, equipment and furniture as Landlord has requested in accordance with Article 8 and in accordance with plans approved by Landlord. All trade fixtures, equipment, furniture, inventory, effects, alterations, additions and improvements on the Premises after the end of the Lease Term will be deemed conclusively to have been abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed of by Landlord without written notice to Tenant or any other person and without obligation to account for them or to pay any proceeds to Tenant for such 1 0 ITIALS: 40 Tenant »l i L�ndlord l j items. Tenant will pay Landlord for all expenses incurred in connection with the removal of such property, including, but not limited to, the cost of repairing any damage to the Shopping Center or Premises caused by the removal of such property. Tenant's obligation to observe and perform this covenant will survive the expiration or other termination of this Lease. ARTICLE 8 ALTERATIONS 8.1 Alterations. Tenant will not make or allow to be made any alterations, additions or improvements (collectively "Alterations in or to the Premises without the prior written consent of Landlord. Alterations to the Premises shall be done by Landlord or by contractors approved in writing by Landlord. at Tenant's sole cost and expense. If Landlord approves Tenant's proposed Alterations and agrees to permit Tenant's contractor to do the work, Tenant's contractor must first furnish to Landlord insurance coverage against such risks and in such amounts as Landlord may reasonably require, including, but not limited to, Workman's Compensation Insurance (as required under the Workman's Compensation Act of Colorado), issued by such companies as Landlord may approve. Al] Alterations permitted by Landlord must conform to all requirements of all governmental entities having jurisdiction. Tenant's contractor shall obtain all applicable building and occupancy permits required by law. Landlord shall have the right, at Tenant's expense, to have Tenant's contractor's work inspected by architects and engineers. At any time Tenant either desires to, or is required to, make repairs or Alterations in accordance with this Lease, Landlord may, in addition to its other options, require Tenant, at Tenant's sole cost and expense, to obtain and provide to Landlord a lien and completion bond (or such other applicable bond as reasonably determined by Landlord) in an amount equal to one and one -half times the estimated cost of such improvements to insure Landlord against risk and liability, including but not limited to liability for mechanics and materialman's lien, and to insure the completion of the work. Tenant agrees to indemnify Landlord and hold it harmless against any loss, liability or damage resulting from such work. Tenant further agrees that plans and drawings for installation or revision of mechanical, electrical or plumbing systems shall be designed by an engineer approved by Landlord, and bear an engineer's seal, such design work to be done at Tenant's expense. Notwithstanding anything to the contrary contained herein, in no event shall Tenant be permitted to remove or alter any restrooms in the Premises. 8.2 Removal of Alterations. All Alterations (whether temporary or permanent in character and whether made with or without Landlord's consent) made in or upon the Premises. either by Landlord or Tenant, shall be Landlord's property upon installation and shall remain on the Premises without compensation to Tenant unless Landlord shall. by written notice within 30 days after the expiration or termination of this Lease. elect to have the Alterations removed. If Landlord elects to have the Alterations removed and Tenant fails to remove the same and restore the Premises to the condition that existed prior to the installation of the Alterations, then Landlord may cause same to be removed and the Premises restored at Tenant's expense. and Tenant agrees to reimburse Landlord, on demand, for the cost of such removal and restoration, together with any and all damages which Landlord may suffer and sustain by reason of the failure of Tenant to remove the same. So long as Tenant is not in default of any of the terms and conditions of this lease at the end of the Lease Term. Landlord grants Tenant the right to remove the hood which Tenant is installing. Upon removal of the hood, Tenant agrees to restore the Premises to the condition it was in when Landlord delivered the Premises to Tenant. 8.3 Removal of Fixtures. Upon the expiration or other termination of this Lease, Tenant will remove all furniture, movable trade fixtures and personal property (collectively "Fixtures of Tenant. If Tenant fails to remove its Fixtures on or before the date of expiration or termination of this Lease, the Fixtures shall. at the option of Landlord, either become the property of Landlord, or be removed from the Premises and disposed of by Landlord. at Tenant's sole cost and expense. 8.4 Standard of Alterations. All Alterations, installations, removals and restoration shall be accomplished in a good and workmanlike manner so as not to damage the Premises or the Shopping Center, in compliance with all governmental requirements, and the requirements of any contract or deed of trust to which the Landlord may be a party. and in such manner as not to disturb other tenants in their use and occupancy of the Shopping Center. 8.5 Roof Alterations. Tenant agrees that all venting, opening, scaling, waterproofing of the roof made in connection with any Alterations requested by Tenant shall be performed by Landlord Landlord's roofing contractor, at Tenant's expense. Upon completion of any Alterations to the roof Tenant shall furnish to Landlord a certificate from Landlord's roofing contractor that all such Alterations approved by Landlord have been completed in accordance with the plans and specifications approved by Landlord. ARTICLE 9 LANDLORD'S RIGHT OF ACCESS; USE OF ROOF 9.1 Right of Access. Landlord, its agents, representatives and designees shall have the right to enter the Premises, at any time, to examine and inspect the same, or to make such repairs, additions or alterations as Landlord may deem necessary or proper for the safety, improvement or preservation thereof. Landlord shall also have the right to enter the Premises upon reasonable prior notice during Tenant's regular business hours, and to exhibit the same to prospective purchasers, mortgages, lessees and tenants. During the 180 days prior to the Expiration Date, Landlord may place upon the Premises "For Lease" or other similar signs which Tenant shall permit to remain thereon displayed. 9.2 Use of Roofs and Walls. Notwithstanding anything to the contrary contained in this Lease, Landlord shall have the exclusive right to use all or any part of the roof or exterior walls of the Premises for any purpose, including, but not limited to: (a) erecting signs or other structures on or over all or any part of the same; (b) erecting scaffolds and other aids to the construction, maintenance and installation of the same; and (c) installing, maintaining. using, repairing and replacing pipes, ducts, conduits, and wires and all other mechanical equipment leading through, to or from the Premises and serving other parts of the Shopping Center in locations which do not materially interfere with Tenant's use of the Premises. Use of the roof above the Premises is reserved for Landlord. ARTICLE Ia SIGNS; STORE FRONTS 10.1 Sienage. Tenant shall not, without Landlord's prior written consent: (a) make any changes to or paint the store front; (b) install any exterior lighting, decorations or paintings; or (c) erect or install any signs, window or door lettering, placards, decorations or advertising media of any type which can be viewed from the exterior of the Premises, excepting only dignified displays of customary type for its display windows. All signs, decorations and advertising media shall conform in all respects to the sign criteria established by Landlord, in its sole discretion, for the Shopping Center, and shall be subject to the prior written approval of Landlord as to construction, method of attachment, size, shape height, lighting, color and general appearance. All signs shall he kept in good condition and in proper operating order at all times. Landlord reserves the right to designate a uniform type of sign for the Shopping Center to be installed and paid for by Tenant. The signage criteria for the Shopping Center, as the same may be amended from time to time in Landlord's sole discretion, is set forth on Exhibit D attached hereto. If 'tenant is in default hereunder and such default remains uncured for at least 30 days, Landlord shall have the right to erect on the Premises signs indicating that the Premises are available "for lease." Landlord may, at any time, place on or about the Premises or the Shopping Center an ordinary "for sale" sign, and Landlord may at any time during the last 60 days of the Lease Term, place on or about the Premises an ordinary "for lease" sign. 10.2 Removal of Signage. Tenant agrees to have erected and installed fully operative signage prior to Tenant's opening for business. All signs shall be in accordance with Landlord's sign criteria. Tenant, upon vacation of the Premises. or the removal or alteration of its sign for any reason, shall be responsible for the repair, painting, and /or replacement of the building fascia surface where Tenant's signs are attached. ARTICLE I1 UTILITIES 11.1 Procurement of Utilities. Landlord agrees to cause to be provided and maintained the necessary mains, conduits and other facilities necessary to supply water, electricity, natural gas, telephone service and sewerage service to the boundary of the Premises. 11.2 Utilities. Tenant shall promptly pay all charges for electricity, gas, telephone service and other utilities furnished to the Premises and shall promptly pay any maintenance charges therefore. Notwithstanding the foregoing. water and sewer services for the Premises are included in the Minimum Guaranteed Rent. 12 Tenant Landlord rN Er 11.3 Interruption of Services. Landlord shall not be in default under this Lease or be liable for any damages directly or indirectly resulting from, nor shall the Rent be abated by reason of (a) the installation, use or interruption of use of any equipment in connection with the furnishing of any of such services, (b) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident, strike or any other condition beyond the reasonable control of Landlord, or by the making of necessary repairs or improvements to the Premises or the Shopping Center, or (c) the limitation, curtailment, rationing, or restrictions on use of water, electricity, gas, or any other form of energy serving the Premises or the Shopping Center. Landlord and Tenant shall each use reasonable efforts to remedy diligently any interruption in the furnishing of such services. 11.4 Interrut)tion of Services. Landlord shall not be liable for any damages to Tenant resulting from any interruption or failure of utility services. ARTICLE 12 INDEMNITY, PUBLIC LIABILITY INSURANCE AND FIRE AND EXTENDED COVERAGE INSURANCE 12.1 Indemnification. Landlord shall not be liable to Tenant or to Tenant's employees. agents, visitors, customers, cosignees or invitees or to any other person or entity, whomsoever, for any injury to person or damage to or loss of property: (a) occurring within the Common Area and caused by the negligence or misconduct of 'Tenant, its employees, subtenants, licensees or concessionaires, or of, any other person entering the Shopping Center under the express or implied invitation of Tenant; (b) arising out of the use of the Premises by Tenant and the conduct of its business therein; (c) arising out of any breach or default by Tenant in the performance of its obligations hereunder; or (d) resulting from any other cause within the Premises except Landlord's gross negligence. Tenant hereby agrees to indemnify and hold harmless Landlord, its employees and agents from and against, any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), liabilities, judgments, and expenses (including, without limitation, attorneys' fees) indemnify Landlord and hold it harmless from any loss, expense or claims arising out of any such damage or injury where such damage or injury was not caused by Landlord's gross negligence or willful neglect. If any action or proceeding is brought against Landlord, its employees or agents by reason of any such claim for which Tenant has indemnified Landlord, Tenant, upon written notice from Landlord, will defend the same at Tenant's expense, with counsel satisfactory to Landlord. As a material part of the consideration to Landlord for this Lease, Tenant hereby assumes all risk of damage to property or injury to persons in, upon and about the Premises from any cause and Tenant hereby waives all claims with respect thereto against Landlord. 12.2 Insurance. (a) Tenant's Insurance. Tenant shall obtain and keep in effect throughout the Lease Term, at its sole cost and expense: (i) Bodily injury and property damage liability insurance, with a combined single occurrence Limit of not less than $1,000,000. All such insurance will be equivalent to coverage offered by a Commercial General Liability form including, without limitation, personal injury and contractual liability coverage for the performance by Tenant of the indemnity agreements set forth in this Lease; (ii) Insurance covering all of 'Tenant's furniture and fixtures, machinery, equipment, stock and any other personal property owned and used in Tenant's business and found in, on or about the Shopping Center, and any leasehold improvements to the Premises in excess of the allowance, if any, provided pursuant to a work letter in an amount not less than the full replacement cost. Property forms will provide coverage on a broad form basis insuring against "all risks of direct physical loss." All policy proceeds will be used for the repair or replacement of the property damaged or destroyed; however, if this Lease ceases under the provisions of Article 14, Tenant will be entitled to any proceeds resulting from damage to "tenant's furniture and fixtures, machinery and equipment, stock and any other personal property; (iii) Worker's compensation insurance insuring against and satisfying Tenant's obligations and liabilities under the worker's compensation laws of the state in which 13 40 Tenant Landlord the Premises are located, including employer's liability insurance in the limits required by the laws of the state in which the Shopping Center is located; and (iv) If Tenant operates owned, hired or nonowned vehicles on the Shopping Center, comprehensive automobile liability will be carried at a limit of liability not less than the minimum requirements set forth by the State of Colorado for combined bodily injury and property damage. Such insurance shall name Landlord, first mortgagee, the management company, as additional insured, and if requested by Landlord shall also name as additional insureds any lessor, any other mortgagee and any property manager. (b) Delivery of Policy. Prior to the Commencement Date, Tenant shall provide Landlord with original certificates or duplicate originals of the policy or policies of insurance referred to in subparagraph (a) with evidence that premiums have been paid in full for the respective policy periods. Tenant shall furnish to Landlord throughout the Lease Term, replacement certificates or renewal polices, together with evidence of like premium payment at Ieast 10 days prior to the respective expiration dates of the then current policy or policies. In addition to the remedies set forth in this Lease. Landlord may, but shall not be obligated to, obtain on behalf of Tenant any insurance that Tenant is obligated, but fails, to obtain under this Lease, and recover from Tenant the cost thereof plus interest at the rate of 12% per annum from the date of payment by Landlord until repaid in full by Tenant. (c) Insurance Rating. Any insurance required by Tenant hereunder shall be in companies rated "A" or better in "Bests Insurance Guide." If in the opinion of Landlord, the amount of liability insurance required hereunder or the coverage under such policy is not adequate, then Tenant shall reasonably increase said insurance coverage. Tenant's failure to comply with the requirements of this section relating to insurance shall constitute an event of default hereunder. In addition to the remedies provided in Article 18 of this Lease, Landlord may, but is not obligated to, obtain such insurance and Tenant shall pay to Landlord upon demand as additional rental the premium cost thereof plus interest thereon at the rate equal to the lesser of the highest rate permitted by law or eighteen percent (18 per annum from the date of payment by Landlord until repaid by Tenant. 12.3 Waiver of Subrogation. Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant each waives any and all rights to recover against the other, or against the officers, directors. shareholders, partners, joint ventures, employees, agents, customers, invitees or business visitors of such other party, for any loss or damage to such waiving party arising from any cause covered by any property insurance required to he carried pursuant to this section or any other property insurance actually carried by such party. Landlord and Tenant, from time to time, will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all property insurance policies carried in connection with the Shopping Center or the Premises or the contents of either. ARTICLE 13 NON LIABILITY FOR CERTAIN DAMAGES 13.1 Waiver. Landlord, its agents and employees shall not be liable to Tenant, its employees, agents, invitees, licensees or visitors, or any other person or entity whomsoever for any injury to person or damage to property caused by: (a) an act or omission of Landlord, its agents or employees, or caused by the improvements located on the Premises or other portions of the Shopping Center becoming out of repair, (b) the failure or cessation of any service provided by Landlord (including security service and devices), (c) any defects in, or failure of, equipment, pipes or wiring, or broken glass, or (d) the hacking up, or leaking of, drains, gas, water, steam, electricity or oil, into the Premises. Landlord shall not be liable to Tenant or any other person or entity whomsoever for any loss or damage that may be occasioned by or through the acts or omissions of other tenants of the Shopping Center, or of any other persons or entities whomsoever, excepting only duly authorized employees and agents of Landlord. With respect to latent or patent defects in the Premises, Landlord's liability shall extend only to work performed by Landlord, if any, and shall not extend beyond one year from the Commencement Date, whether or not such defects are discovered within such one -year period. Tenant shall indemnify and hold Landlord harmless from any loss, cost, expense or claims arising out of any injury or damage referred to in this section for which Landlord is stated not to be liable. 11- PM 41 Tenant Landlord 13.2 Limitation on Recourse. Tenant specifically agrees to look solely to Landlord's interest in the Shopping Center for the recovery of any judgments from Landlord. It is agreed that Landlord (and its shareholders, venturers, and partners, and their shareholders, venturers and partners and all of their officers, directors and employees) will not be personally liable for any such judgments. The provisions contained in the preceding sentences are not intended to, and will not, limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or relief in any suit or action in connection with enforcement or collection of amounts which may become owing or payable under or on account of insurance maintained by Landlord. ARTICLE 14 FIRE AND OTHER CASUALTY 14.1 Damage. Except as provided below, in case of damage to the Premises or other portions of the Shopping Center by fire or other insured casualty, Landlord shall repair the damage. Such repair work shall be commenced promptly following notice of the damage and completed with reasonable diligence, taking into account the time required for Landlord to effect a settlement with and procure insurance proceeds from the insurer, except for delays due to Force Majeurc. 14.2 Restoration. If the damage is of a nature or extent that, in Landlord's reasonable judgment, the repair and restoration work would require more than 90 days to complete after commencement of work, assuming normal work crews not engaged in overtime, Landlord shall so notify Tenant within a reasonable time (but in no event more than 15 days) after such determination of Landlord's election to terminate this Lease. Further, if Landlord reasonably determines that the Shopping Center is damaged to such extent as to make repair thereof unfeasible or that the length of the Lease Term remaining after restoration would make restoration impractical (in either case, whether for economic or other reasons), Landlord shall have the right to terminate this Lease upon written notice to Tenant. delivered within 30 days after the casualty. 14.3 Proceeds. If the insurance proceeds received or to be received by Landlord (excluding any rental interruption insurance proceeds) fill materially short of the funds required to pay for repairing the damage or are required to be applied on account of any Mortgage or Underlying Lease (as defined in Section 21.1(a)). or if the nature of loss is not covered by Landlord's hazard insurance coverage. Landlord may elect either to (a) repair the damage as above provided notwithstanding such fact, or (b) terminate this Lease, by giving Tenant notice of termination within 30 days after Landlord's knowledge of the casualty and determination of availability or sufficiency of insurance proceeds. If Landlord elects to terminate this Lease, the termination date shall be the date specified on Landlord's notice, which termination date shall be not earlier than 15 days nor later than 30 days thereafter. 14.4 Tenant's Payment. All injury or damage to the Premises caused by Tenant or 'T'enant's customers, agents, employees, clients or invitees shall, to the extent not reimbursed by Landlord's casualty insurance, he repaired at Tenant's sole cost and expense. Additionally, all injury or damage to the Shopping Center caused by Tenant or Tenant's customers, agents, employees, clients or invitees entering the Shopping Center under the express or implied invitation of Tenant shall be repaired, at Tenant's sole cost and expense, to the extent not reimbursed by Landlord's casualty insurance. Tenant shall pay all amounts required herein to Landlord on demand, with interest thereon at 12% per annum from the due date until paid. 14.5 Limitations. Landlord shall not be obligated to repair any Alterations which Tenant may have installed (whether or not Tenant has the right or the obligation to remove the same or is required to leave the same on the Premises as of the expiration or earlier termination of this Lease) unless Tenant, in a manner satisfactory to Landlord, assures payment in full of all costs which may be incurred by Landlord in connection therewith. Landlord shall not be required to insure any Alterations to the Premises (other than building standard tenant improvements), or any fixtures, equipment or other property of' Tenant. 'Tenant shall have the right, at its sole expense. to insure the value of its leasehold improvements, fixtures. equipment or other property located in the Premises, for the purpose of providing funds to Landlord to repair the Premises. Except as otherwise provided in this Lease, any insurance which may be carried by Landlord or Tenant against loss or damage to the Shopping Center or to the Premises shall be for the sole benefit of the party carrying insurance and under its sole control. 15 r \L 1 IA S: O fi Tenant d 14.6 Prorations. If this Lease is terminated pursuant to this Article, all rent shall be apportioned equitably and paid in full by Tenant to Landlord to the date of the casualty, regardless of whether the termination is effective subsequent to the casualty. This provision shall not relieve Tenant from liability to Landlord for damages (including damages arising due to early termination of this Lease) arising out of Tenant's negligence or other tortious conduct. In the event of a tire or other casualty damage not arising out of the negligence or other tortious conduct of Tenant, its customers, agents, employees, clients or invitees which deprives Tenant of the use of all or a portion of the Premises, there shall be a proportionate reduction in the Minimum Guaranteed Rental, as reasonably determined by Landlord, based on the relation which the gross square foot area of space rendered untenantable bears to the square footage of the Premises set forth in Section 1.1. ARTICLE 15 CONDEMNATION 15.1 Condemnation. (a) If any taking by condemnation, or sale in lieu thereof. pursuant to an exercise of a power of eminent domain "Condemnation occurs with respect to the Shopping Center, or any portion thereof, which would leave the remainder of the Shopping Center unsuitable for use comparable (economically or otherwise) to its use prior to the Condemnation. in Landlord's reasonable judgment. then Landlord may terminate this Lease. (b) If any Condemnation occurs with respect to the entire Premises, or more than 25% thereof (by floor area), or such portion of the Premises as renders the remainder thereof unsuitable for use comparable (economically or otherwise) to its use prior to the Condemnation, in Landlord's reasonable judgment, then Landlord or Tenant may terminate this Lease upon written notice to Tenant within 30 days after the date of the Condemnation. (c) If Landlord determines that the compensation awarded fbr Condemnation, available for restoration of the Shopping Center or the Premises falls materially below the cost to pay the cost of restoration, or if such award is required to be applied on account of any Mortgage or Underlying Lease, or if Landlord determines that the length of the Lease Term remaining after restoration would make restoration impractical (whether for economic or other reasons), Landlord may terminate this Lease upon written notice to Tenant given within 30 days after the date of the Condemnation. (d) Any termination of this Lease pursuant to this section shall be effective upon the earlier of the date title to or possession of the condemned real estate vests in the condemnor. All rent shall be apportioned equitably and paid in full by Tenant to Landlord to that date of termination. If this Lease is not terminated as set forth herein and the event of a Condemnation deprives Tenant of the use of a portion of the Premises, there shall he a proportionate reduction in the Minimum Guaranteed Rental, as reasonably determined by Landlord. (e) All compensation awarded for any Condemnation ()Idle Shopping Center, the Premises or any portion thereof, shall be the property of Landlord. and Tenant shall have no claim thereto, the same being expressly waived by Tenant. Tenant assigns to Landlord all rights to compensation for damages, if any, sustained by Tenant on any Condemnation, except for a claim relating to Condemnation of equipment, fixtures and /or improvements which 'Tenant, on expiration of the Lease Tenn, is entitled to remove, and only so long as a separate award is made by the condemnor to Tenant for such items. (f} If this Lease is not terminated as provided above, Landlord shall make such repairs, if any, as are reasonably necessary to restore the remaining part of the Premises and the Common Area not condemned to tenantable condition. Landlord, in so doing, shall not be required to expend more than the net amount Landlord reasonably expects to be available for restoration of the Premises, unless Tenant agrees to pay the amount of the excess expenditure and belbrc commencement of the restoration, provides Landlord with reasonable security for such payment by Tenant. Restoration, if any. shall begin promptly after Tenant vacates that part of the Premises condemned. The repairs shall he completed with reasonable diligence, subject, however, to delays incident to Force Majeure. Landlord shall advise Tenant promptly of the nature and extent of, and basis for, any limitations on the repairs to be made by Landlord Tenant Landlord pursuant to this section, and will provide Tenant with such information as will enable Tenant to evaluate the adequacy of contemplated parking, access and other services to be available upon completion of Landlord's repairs. If Tenant reasonably determines that the repairs proposed by Landlord are insufficient to permit Tenant to use the Premises in a manner consistent with their use prior to Condemnation, Tenant may terminate this Lease by notice to Landlord within 30 days after Landlord has provided such information to Tenant. ARTICLE 16 ASSIGNMENT AND SUBLETTING 16.1 By Tenant. Without the prior written consent of Landlord, Tenant shall not (i) assign or in any manner transfer this Lease or any estate or interest therein; (ii) permit any assignment of this Lease or any estate or interest therein by operation of law; (iii) sublet the Premises or any part thereof; (iv) grant any license. concession or other right of occupancy of any portion of the Premises; or (v) permit the use of the Premises by any parties other than Tenant, its agents and employees, and any such acts without Landlord's prior written consent shall be void and of no effect. Consent by Landlord to one or more assignments or sublettings shall not operate as a consent to, or a waiver of Landlord's rights with respect to, any subsequent assignments and sublettings. Notwithstanding any assignment or subletting, Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain filly responsible and liable for the payment of the Minimum Guaranteed Rental and for compliance with all of Tenant's other obligations under this Lease. It' an event of default should occur while the Premises or any part thereof is then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from such assignee or sublessee all payments becoming due to Tenant under such assignment or sublease and apply such payments against any sums due to Landlord by Tenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee (regardless of whether or not such assignee or sublessee shall be deemed to be void and of no effect as stated in the first sentence of this (a)) shall be construed to constitute a novation or release of Tenant or any guarantor of Tenant from the further performance of its obligation hereunder. Receipt by Landlord of payments fiom any assignee, sublessee or occupant of the Premises shall not be deemed a waiver of the covenants in this Lease against assignment and subletting, or a release of Tenant under this Lease. Notwithstanding the foregoing, Tenant shall have no right whatsoever to sublease all or a portion of the subleased premises unless Tenant charges a market sublease rent for same. (a) Tenant shall not mortgage, pledge or otherwise encumber this Lease or any estate or interest therein or in the Premises. (b) Tenant shall give Landlord at least 60 days' advance written notice of any proposed assignment or subletting, such notice to be accompanied by a copy of the proposed sublease or assignment agreement setting forth all terms of such agreement. If Tenant requests Landlord's consent to an assignment of this Lease or subletting of all or part of the Premises, Tenant will submit in writing to Landlord (i) the name and address of the proposed assignee or subtenant; (ii) the business terms of the proposed assignment or sublease; (iii) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or subtenant, and as to the nature of its proposed use of the space; (iv) banking, financial, or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant; and (v) the proposed form of assignment or sublease for Landlord's approval. Landlord shall notify Tenant in writing within 15 days after receipt of Tenant's written request as to whether Landlord shall grant Tenant's request for an assignment or subletting. At Landlord's option, Landlord may terminate this Lease in lieu of giving its consent to any proposed assignment of this Lease or subletting of the Premises (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant). If Landlord elects to cancel this Lease in whole or in part as of such date, then the Lease Term, and the tenancy and occupancy of the Premises by Tenant under this Lease, shall terminate with respect to that portion of the Premises proposed to be so assigned or sublet as lithe cancellation date were ending date of the Lease Tenn, and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Premises. Thereafter, Landlord may lease the Premises to any person, 17 4)-7c I5 iii /j 3 enant Landl.rd including the prospective subtenant or assignee, without liability to Tenant. If Landlord does not thus cancel this Lease, the terms and provisions of subparagraph (a) hereof will apply. (c) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or sublease, Landlord and Tenant acknowledge and agree that it shall be reasonable for Landlord to withhold its consent if the information required by subsection (c) above has not been submitted to Landlord or is otherwise unsatisfactory. It shall also be reasonable for Landlord to withhold its consent it (i) The proposed transferee fails to satisfy Landlord's then current credit standards for retail tenants of the Shopping Center, and in Landlord's opinion does not have the financial strength, business experience or stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due. (ii) The proposed transferee's use of the Premises, in Landlord's opinion, (1) is not lawful, (2) is not consistent with the Permitted Use of the Premises under this Lease, (3) is not consistent with the general character of business carried on by tenants of a first class retail building, (4) conflicts with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant in the Shopping Center, (5) increases the likelihood of damage or destruction, (6) is likely to cause an increase in insurance premiums for insurance policies applicable to the Shopping Center, and (7) will require new tenant improvements incompatible with then existing Shopping Center systems and components. (iii) Tenant refuses to pay Landlord any increase in the Security Deposit that is required by Landlord based upon its then current leasing guidelines. (iv) At the time of the proposed transfer there is an Event of Default under this Lease. (v) The proposed transferee is a governmental entity and holds no exemption from the payment of ad valorem or other taxes that would prohibit Landlord from collecting from such transferee any amounts otherwise payable under this Lease. (vi) At least 25% or more of the rentable area of the Shopping Center remains unleased to paying tenants. (vii) The transfer results in a division of the Premises or will otherwise have or cause a material adverse impact on Landlord's interests, in the Premises or the Shopping Center. (d) If Landlord consents to a proposed assignment or sublease, Landlord will have the right to approve the form of assignment or sublease, as the case may be, which will provide among other things that Tenant will remain liable under this Lease. Further, if Landlord consents to any subletting or assignment by "tenant as above provided, and subsequently any payments received by Tenant under any such sublease are in excess of the Minimum Guaranteed Rental payable by Tenant under this Lease, or any additional consideration (other than consideration which is directly or indirectly related to the sale of the business) is paid to Tenant by the assignee under any such assignment, then 100% of such excess payments under such sublease or such additional consideration for such assignment shall be due and payable by Tenant to Landlord as Additional Rent. In determining whether payments under any approved sublease exceed the Minimum Guaranteed Rental under this Lease, all amounts paid or payable and received or receivable by Tenant under or in connection with such sublease. including but not limited to commissions and shall be taken into account. (e) In the event Landlord consents to any assignment of this Lease by Tenant as provided herein, Landlord shall have the right, in its sole determination, to increase the Security Deposit required in this Lease. (I) Any sublease will require that the subtenant will comply with all applicable terms and conditions of this Lease. Any assignment will include, without limitation, an assumption by the assignee of all of the terms, covenants and conditions which this Lease requires Tenant to perform. Landlord's consent will not be effective unless and until Tenant 18 Tenant delivers to Landlord an original duly executed assignment or sublease, as the case may he, in the form approved by Landlord, and pays Landlord the amounts required herein. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terns hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. No permitted subtenant may assign or encumber its sublease or further sublease all or any portion of its subleased space, or otherwise permit the subleased space or any part of its subleased space to be used or occupied by others, without Landlord's prior written consent in each instance. No permitted assignee (or subtenant) at this Lease may further assign this Lease (or sublet the subleased premises) without Landlord's prior written consent. (g) Tenant agrees to reimburse Landlord for all reasonable expenses incurred in connection with any assignment or subletting, including but not limited to, attorneys' fees, lender approval fees or such other reasonable and customary fees incurred. (h) In addition to reimbursement of expenses as set forth in subsection (h) above. at the time of Tenant's request for Landlord's consent to an assignment of this Lease, or subletting of all or a portion of the Premises. Tenant shall deliver to Landlord a processing fee equal to the greater of: (i) the Minimum Guaranteed Rental for one month, or (ii) $1,000.00 (the "Processing Fee The Processing Fee shall be nonrefundable when paid regardless of whether Landlord consents to, or objects to, the proposed assignment or sublease. (i) The transfer of a majority of the issued and outstanding capital stock of any corporate tenant or subtenant of this Lease or a majority of the total interest in any partnership tenant or subtenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, will be deemed an assignment of this Lease or of such sublease requiring Landlord's prior written consent in each instance. For purposes of this Article 16, the transfer of outstanding capital stock of' any corporate tenant will not include any sale of such stock by persons (other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended) effected through `over- the counter market" or through any recognized stock exchange. (j) If Tenant believes that Landlord has unreasonably withheld its consent pursuant to this Article 16. Tenant's sole remedy will be to seek a declaratory judgment that Landlord has unreasonably withheld its consent or an order of specific performance or mandatory injunction of the Landlord's agreement to give its consent. 162 By Landlord. In the event of the transfer and assignment by Landlord of its interest in this Lease and in the Shopping Center containing the Premises to a person expressly assuming Landlord's obligations under this Lease, Landlord shall thereby be released from any •further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations. Any security given by Tenant to secure performance of Tenant's obligations hereunder may be assigned and transferred by Landlord to such successor in interest, and Landlord shall thereby be discharged of any further obligation relating thereto. The term "Landlord" shall mean only the owner for the time being of the Shopping Center, and in the event of transfer by such owner of its interest in the Shopping Center, such owner shall thereupon be released and discharged from all covenants and obligations of Landlord thereafter accruing, but such covenants and obligations that arise during any owner's period of ownership shall be binding during the Lease Term upon such new owner; provided, however, that Tenant's failure to disclose any outstanding obligations of Landlord pursuant to any notification required to be made by this Lease to any prospective buyer shall constitute a waiver of Tenant's rights against that prospective buyer and any successors or assigns thereof. Upon such an assignment, Tenant shall retain its rights against the transferor Landlord for obligations arising under this Lease during the period of the transferor Landlord's ownership of the Shopping Center. ARTICLE 17 -TAXES Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by Tenant in the Premises. If any such taxes are levied against Landlord or Landlord's property, and if Landlord elects to pay the same or if the assessed value of Landlord's property is increased by inclusion of the Fixtures placed by Tenant in the Premises and Landlord elects to 1 �n� 19- Tenant Landlord pay the taxes based on such increase, Tenant shall pay to Landlord. upon demand, that part of such taxes for which Tenant is liable hereunder. If Tenant should fail to pay any taxes, in addition to any other remedies provided herein. Landlord may, it' it so elects, pay such taxes. Any sums so paid by Landlord shall be deemed to be Additional Rent owing by Tenant to Landlord and due and payable. upon demand, as Additional Rent, plus interest at the rate of 12% per annum from the date of payment by Landlord until repaid by Tenant. ARTICLE 18 DEFAULT BY TENANT AND REMEDIES 18.1 Event of Default. The following events shall be deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to pay any installment of rental or any other monetary charge or expense when due. (b) Tenant shall be adjudicated insolvent, or shall make an intentional transfer in fraud of creditors, or shall make an assignment for the benefit of creditors. (c) Tenant shall file a petition under any section or chapter of the Federal Bankruptcy Code, as amended, or under any similar law or statute of the United States or any State thereof; or Tenant shall be adjudged bankrupt or insolvent in proceedings filed against Tenant and such judgment shall not be stayed or vacated within 90 days after the entry thereof (d) A receiver or trustee shall he appointed for the Premises or for all or substantially all of the assets of Tenant. (e) Tenant shall desert or vacate any portion of the Premises. (t) Tenant shall do or permit to be done anything which creates a lien upon the Premises unless such lien is discharged or bonded against to Landlord's reasonable satisfaction within 30 days after Tenant learns of the existence thereof (g) The business operated by Tenant shall be closed for failure to pay any State sales tax as required. (h) Tenant fails to take possession of the Premises on the Commencement Date of the Term. (i) Tenant purports to assign this Lease, or sublet all or a portion of the Premises. in a manner that violates the provisions of Section 16.1 above. (j) Tenant fails to obtain or maintain the insurance required pursuant to Section 12.2 of' this Lease. Tenant shall fail to comply with any other term, provision or covenant of this Lease not specifically referenced in subsection (a) through (j) above, where such failure continued for a period of 10 days after written notice thereof; provided, that if such failure cannot as a practical matter be remedied within such 10 -day period, then no Event ol'Default shall he deemed to exist if Tenant begins within such 10 -day period to remedy the failure and continues to exercise reasonable diligence in completing such remedy. t &.2 Landlord's Remedies. Upon occurrence of any events of default, by Tenant, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever, except as provided above: (a) Terminate this Lease, in which event "Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rental, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying said Premises or any part thereof in accordance with applicable law. (b) Enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof in -20- accordance with applicable law. with or without having terminated this Lease. Landlord may, if it so elects, relet the Premises on Landlord's terms and receive the rent therefore; and Tenant agrees to pay to Landlord. on demand, any deficiency that may arise by reason of such reletting for the remainder of this Lease term. (e) Enter upon the Premises and do whatever Tenant is obligated to do under the terms of this Lease, and Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease, plus interest thereon at the lesser of the highest rate permitted by law or eighteen percent (18 per annum. Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action provided Landlord proceeds in accordance with applicable law. 18.3 No Surrender. Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises by Tenant, whether by agreement or by operation of law. it being understood that such surrender can be effected only by the written agreement of Landlord and Tenant. No such alteration of locks or other security devises and n0 removal or other exercise of dominion by Landlord over the property of Tenant or others at the Premises shall be deemed unauthorized or constitute a conversion, Tenant hereby consenting, aver any event of default, to the aforesaid exercise of dominion over Tenant's property within the Premises. All claims for damages by reason of such re -entry and /or repossession and /or alteration of locks or other security devices in accordance with applicable law are hereby waived. Tenant agrees that any re -entry by Landlord may be pursuant to judgment obtained in forcible detainer proceedings or other legal proceedings as Landlord may elect, and Landlord shall not be liable in trespass or otherwise for proceeding in accordance with applicable law. 18.4 Tenant's Liability, (a) In the event Landlord elects to terminate the Lease by reason of an event of default, then notwithstanding such termination, Tenant shall be liable for and shall pay to Landlord, at the address specified for notice to Landlord herein the sum of all rental and other indebtedness accrued to date of such termination, plus, as damages, an amount equal to the excess, if any, of (i) the total Minimum Guaranteed Rental hereunder for the remaining portion of the Lease Term (had such term not been terminated by Landlord prior to the date of expiration stated in Section 1.1) discounted to present value at the rate of eight percent per year, over (ii) the then present value (again discounted at eight percent per year) of the then fair rental value of the Premises for such period. (h) In the event that Landlord elects to repossess the Premises without terminating this Lease, then Tenant shall be liable for and shall pay to Landlord at the address specified for notice to Landlord herein all rental and other indebtedness accrued to the date of such repossession, plus rental required to be paid by Tenant to Landlord during the remainder of' the Lease Term until the date of expiration stated in Section 1.] diminished by any net sums thereafter received by Landlord through reletting the Premises during said period (after deducting expenses incurred by Landlord as provided in subsection (c) below). In no event shall Tenant be entitled to any excess of any rental obtained by reletting over and above the rental herein reserved. Actions to collect amounts due by Tenant to Landlord as provided in this section may be brought from time to time, on one or more occasions, without the necessity of Landlord's waiting until expiration of the Lease Term. (c) In case of any event of default or breach by Tenant, Tenant shall also be liable for and shall pay to Landlord, at Landlord's Mailing Address, in addition to any sum provided to be paid above, brokers' fees incurred by Landlord in connection with reletting the whole or any part of the Premises; the reasonable costs of removing and storing Tenant's or other occupant's property; the value of any free or waived rent received by Tenant in connection with this Lease; the costs of repairing, altering, remodeling or otherwise putting the Premises into condition acceptable to a new tenant or tenants and all reasonable expenses incurred by Landlord in enforcing or defending Landlord's rights and /or remedies including reasonable attorneys' fees. I8.5 Landlord's Self -help Action. If Tenant should fail to make any payment or cure any default hereunder within the time herein permitted, Ltutdlord, without being under any t‘) IN dlord Tenant obligation to do so and without thereby waiving such default, may make such payment and /or remedy such other default for the account of Tenant (and enter the Premises for such purpose), and thereupon Tenant shall be obligated to. and hereby agrees to pay Landlord. upon demand, all costs, expenses and disbursements (including reasonable attorneys' fees) incurred by Landlord in taking such remedial action. 18.6 Landlord's Default. En the event of any default by Landlord, Tenant's exclusive remedy shall he an action for actual out of pocket costs for any repairs made. Tenant waives the benefit of any laws granting it a lien upon the property of Landlord or upon rent due Landlord. Notwithstanding the foregoing, prior to any self -help action. Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall thereupon have 30 days after receipt of such notice in which to cure any default; provided, that if such failure cannot as a practical platter be remedied within such 30 -day period, then no event of default shall be deemed to exist if Landlord begins within such 30 -day period to remedy the failure and continues to exercise reasonable diligence in completing such remedy. Unless and until Landlord fails to so cure any default after such notice, Tenant shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only to the extent they arise during the period of its possession of the Shopping Center and not thereafter. Notwithstanding anything to the contrary contained herein, if Landlord fails to continence the making of repairs within 30 days after such notice, and the failure to repair has materially interfered with Tenant's use of the Premises, Tenant's sole right and remedy for such failure on the part of the Landlord will be to cause such repairs to be made and to charge Landlord the reasonable cost of such repairs. If the repair is necessary to end or avert an emergency, and if landlord after receiving notice from Tenant of such necessity fails to commence repair as soon as reasonably possible, 'Tenant may do so at Landlord's cost, without waiting 30 days. 18.7 No Liability. Notwithstanding any other provision hereof, Landlord shall not have any persona] liability hereunder. In the event of any breach or default by Landlord in any term or provision of this Lease, or in the event of any other liability of Landlord arising under this Lease, Tenant agrees to look solely to the equity or interest then owned by Landlord in the land and improvements which constitute the Shopping Center, and in no event shall any deficiency judgment of any kind be sought or obtained against Landlord if the equity or interest then owned by Landlord in the land and improvements which constitute the Shopping Center is insufficient to cover any judgment against Landlord, 18.8 Additional Rights. In the event that Landlord shall have taken possession of the Premises pursuant to the authority herein granted, then Landlord shall have the right to keep in place and use all of the Fixtures in or on the Premises, including that which is owned by or leased to Tenant at all times prior to any foreclosure thereon by Landlord or repossession thereof by any lessor thereof or third party having a lien thereon. Landlord shall also have the right to remove from the Premises, provided a court of competent jurisdiction has authorized such removal, all or any portion of such furniture, fixtures, equipment and other properly located thereon and place same in storage at any premises within the County in which the Premises are located; and in such event, Tenant shall be liable to Landlord for costs incurred by Landlord in connection with such removal and storage. Landlord shall also have the right to relinquish possession of all or any portion of such furniture. fixtures. equipment and other property to any person "Claimant claiming to be entitled to possession thereof and who presents a court order to Landlord granting Claimant the right under various circumstances to take possession of such furniture, fixtures. equipment or other property, without the necessity on the part of Landlord to inquire into the authenticity of said instrument's copy of Tenant's or Tenant's predecessor's signature thereon and without the necessity of Landlord's making any nature of investigation or inquiry as to the validity of the factual or legal basis upon which Claimant purports to act; and Tenant agrees to indemnify and hold Landlord harmless from all cost, expense, loss, damage and Iiability incident to Landlord's relinquishment of possession of all or any portion of such furniture, fixtures, equipment or other property to Claimant. The rights of Landlord herein stated shall be in addition to any and all other rights herein granted Landlord are commercially reasonable. 18.9 Injunctive Relief: Cumulative Remedies. In the event of any breach or threatened breach by Tenant of any of the terms contained in this Lease, Landlord shall be entitled to enjoin -22- LS Lan lord such breach or threatened breach. Any suit or suits for the recovery of the amounts and damages set forth in this Article 18 may be brought by Landlord, from time to time, at Landlord's election, and nothing in this Lease will he deemed to require Landlord to await the date upon which this Lease or the Term would have expired had there occurred no Event of Default. Each right and remedy provided for in this Lease is cumulative and is in addition to every other right or remedy provided for in this Lease or now or after the Date existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or after the Date existing at law or in equity or by statute or otherwise will not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or after the Date existing at law or in equity or by statute or otherwise. All costs incun•cd by Landlord in collecting any amounts and damages owing by Tenant pursuant to the provisions of this Lease or to enforce any provision of this Lease, including reasonable attorneys' fees from the date any such matter is turned over to an attorney, whether or not one or more actions are commenced by Landlord, will also be recoverable by Landlord from Tenant. ARTICLE 19 SECURITY DEPOSIT; LANDLORD'S LIEN; MECHANICS LIENS 19.1 Security Deposit. Upon receipt from Tenant of the sum Security Deposit, such .sum shall be held by Landlord without interest as security for the performance by Tenant of Tenant's covenants and obligations under this Lease, it being expressly understood that such deposit is not an advance payment of rental or a measure of Landlord's damages in case of default by Tenant. The Security Deposit shall be held by Landlord without payment of interest, as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease by said Tenant to be kept and performed during the Lease Term. If at any time during the Lease Term any of the rental herein reserved shall be overdue and unpaid, or any other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may, at the option of Landlord (but Landlord shall not be required to), appropriate and apply any portion of the Security Deposit to the payment of any such overdue rental or other sum. In the event of the failure of Tenant to keep and perform any of the terms, covenants and conditions of this Lease to he kept and performed by Tenant, then Landlord, at its option, may appropriate and apply the Security Deposit, or so much thereof as may be necessary to compensate Landlord for loss or damage sustained or suffered by Landlord due to such breach on the part of Tenant. Should the Security Deposit, or any portion thereof be appropriated and applied by Landlord for the payment of overdue rental or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon the written demand of Landlord. forthwith remit to Landlord a sufficient amount in cash to restore the Security Deposit to the original sum deposited, and Tenant's failure to do so within five days after receipt of such demand shall constitute a default under this Lease. Should Tenant comply with all of the terms, covenants and conditions of this Lease and promptly pay all of the rental herein provided for as it falls due and all other suns payable by Tenant to Landlord hereunder. the Security Deposit shall be returned in full to Tenant within 60 days after the expiration or earlier termination of this Lease. Landlord may deliver the Security Deposit hereunder by Tenant to a purchaser of Landlord's interest in the Premises, in the event that such interest is sold and thereupon Landlord shall he discharged from any further liability with respect to such deposit. 19.2 Landlord's Lien. Landlord shall have a Landlord's statutory lien, and in addition thereto, Landlord shall have, and Tenant hereby grants unto Landlord a security interest, in all of the goods. wares, furniture, fixtures, office equipment, supplies and other property of Tenant now or hereafter placed in, upon, or about the Premises and all proceeds thereof, as security for all of the obligations of Tenant under this Lease. Tenant shall not remove any of said personal property from the Premises until all of Tenant's obligations under this Lease have been satisfied in full. Upon the occurrence of an event of default by Tenant as set forth in this Lease. Landlord may, to the extent permitted by applicable law, in addition to any other remedies provided herein enter upon the Premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or the time after which any private sale is to be made; and at any such sale the Landlord or its assigns may purchase any of Tenant's personal property unless prohibited by law. The proceeds of any such disposition, less any and all expenses connected with the taking of 23 Tenant Land .rd possession, holding and selling of the property (including attorneys' fees and other expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this section. Any surplus shall be paid to Tenant or as otherwise required by law and Tenant shall pay any deficiencies forthwith to Landlord. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the security interest of Landlord in the aforementioned property and proceeds thereof under the relevant provisions of the Uniform Commercial Code. as adopted by the ,jurisdiction in which the Premises are situated. Upon request by Landlord, Tenant shall provide the name and address of any entity that has, or claims to have, an interest (including. without limitation, a security interest .in any property located on the Premises and a description of such property). Failure to provide such a list shall result in a presumption that all property located in the Premises belongs to Tenant free from all claims. Without intending to execute any other manner of giving Tenant any required notice, any requirement of reasonable notice to Tenant of Landlord's intention to dispose of any collateral pursuant to the enforcement of saki security interest shall be made if such notice is given in the manner prescribed by this Lease for notices. 19.3 Mechanics Liens. Tenant will pay or cause to be paid all costs and charges for work: (a) done by Tenant or caused to he done by Tenant. in or to the Premises, and (b) for all materials furnished for or in connection with such work. Tenant will indemnify Landlord against and hold Landlord, the Premises and the Shopping Center free, clear and harmless of and from all mechanics' liens and claims of liens, and all other liabilities, liens, claims and demands on account of such work by or on behalf of Tenant. if any such lien, at any time, is filed against the Premises, or any part of the Shopping Center, Tenant will cause such lien to he discharged of record within 10 days after the filing of such lien, except that if Tenant desires to contest such lien, it will furnish Landlord, within such 10 -day period, security reasonably satisfactory to Landlord of at least 150% of the amount of the claim, plus estimated costs and interest or comply with such statutory procedures as may be available to release the lien. If a final judgment establishing the validity or existence of a lien for any amount is entered, Tenant will pay and satisfy the same at once. If Tenant faits to pay any charge for which a mechanics' lien has been filed, and has not given Landlord security as described above, or has not complied with such .statutory procedures as may be available to release the lien, Landlord may, at its option, pay such charge and related costs and interest, and the amount so paid, together with reasonable attorneys' fees incurred in connection with such lien, (plus 15% of such charge and related costs and interest for Landlord's overhead and related expenses) will be immediately due from Tenant to Landlord as Additional Rent. Nothing contained in this Lease will be deemed the consent or agreement of Landlord to subject Landlord's interest in the Shopping Center to liability under any mechanics' or other lien law. If Tenant receives written notice that a lien has been or is about to be filed against the Premises or the Shopping Center or any action affecting title to the Shopping Center has been commenced on account of work done by or for or materials furnished to or for Tenant, it will immediately give Landlord written notice of such notice. At feast 15 days prior to the commencement of any work (including, but not limited to, any maintenance, repairs, alterations, additions, improvements or installations) in or to the Premises, by or for Tenant, Tenant will give Landlord written notice of the proposed work and the names and addresses of the persons supplying labor and materials for the proposed work and shall require any such person to execute and deliver to Landlord a written waiver of construction lien rights waiving any claim of any construction lien against the Premises or the Shopping Center on account of supplying such labor or material. Landlord will have the right to post notices of non responsibility or similar written notices on the Premises in order to protect the Premises against any such liens. Tenant's obligations under this Article shall survive the expiration or earlier termination of this Lease. ARTICLE 20— HOLDING OVER 20.1 Holdover. Tenant will, at the expiration ofthis Lease. whether by lapse of time or termination, give up immediate possession to Landlord. If Tenant fails to give up possession Landlord may, at its option, serve written notice upon Tenant that such holdover constitutes any one of the following: (a) renewal of this Lease for one year, and from year to year thereafter, or (b) creation of a month -to -month tenancy, or (c) creation of a tenancy at sufferance. If Landlord does not give said notice. Tenant's holdover shall create a tenancy at sufferance. In any such event the tenancy shall be upon the terms and conditions of this Lease, except that the monthly rent shall be 200% of the last Minimum Guaranteed Rental due under this Lease immmedia ly 24 rs �l 7enanl L dlord iwi prior to termination (in the case of tenancy at sufferance such Minimum Guaranteed Rental shall be prorated for each day Tenant remains in possession); excepting further that in the case of a tenancy at sufferance. no notices shall he required prior to commencement of any legal action to gain repossession of the Premises. In the case of a tenancy at sufferance. Tenant shall also pay to Landlord all damages (including consequential damages) sustained by Landlord resulting from retention of possession by Tenant. The provisions of this paragraph shall not constitute a waiver by Landlord of any right of re -entry as otherwise available to Landlord; nor shall receipt of any rent or any other act in apparent affirmance of the tenancy operate as a waiver of the right to terminate this Lease for a breach by Tenant hereof. 21.1 Subordination. ARTICLE 21 SUBORDINATION (a) This Lease and all rights of Tenant hereunder are subject and subordinate to any first deed of trust, first mortgage or other first instrument of security (a "Mortgage and at Landlord's option, this Lease and all rights of Tenant hereunder are subject and subordinate to any junior deed of trust, junior mortgage or other junior instrument of security, as well as to any ground lease or primary lease (an "Underlying Lease that now or thereafter covers all or any part of the Shopping Center. the land, or any interest of Landlord therein, and to any and all advances made on the security thereof and to any and all increase, renewals, modifications, consolidations, replacements and extensions of such Mortgage or Underlying Lease. This provision is self operative and no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, upon demand, execute, acknowledge and deliver to Landlord or to the holder "Holder of any Mortgage, or lessor ("Lessor in any Underlying Lease. all instruments and certificates that in the judgment of Landlord, Holder or Lessor may be necessary or desirable to confirm or evidence such subordination. Not in ]irritation of the generality of the foregoing, Tenant agrees that any Holder shall have the right at any time to subordinate any Mortgage to this Lease on such terms and subject to such conditions as such Molder may dccnm appropriate in its sole discretion. Tenant further covenants and agrees upon demand by 1- folder or Lessor at any time, before or after the institution of any proceedings for foreclosure or sale pursuant to any Mortgage, or termination of any Underlying Lease, to attorn to the purchaser upon such lbreclosure or sale or to Lessor upon such termination, and to recognize such purchaser or Lessor as Landlord under this Lease. The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such foreclosure, sale or termination. Tenant, upon demand, before or after any such foreclosure. sale or termination. shall execute, acknowledge and deliver to 1- (older or Lessor any and all instruments that in the judgment of Holder or Lessor ntay be necessary or desirable to confirm or evidence such attornment and Tenant hereby irrevocably authorizes Holder or Lessor to execute, acknowledge and deliver any such instruments on Tenant's behalf. (b) If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant agrees to give to Holder and Lessor a copy of any written notice (by registered or certified mail or by delivery service) of any such default which Tenant shall have served upon Landlord, provided that prior thereto Tenant has been notified in writing (by way of notice of assignment of rents and/or leases, or otherwise) of the name and addresses of any such Holder and Lessor. Tenant shall not be entitled to exercise any right or remedy as may exist because of any default by Landlord without having given such notice to Holder and Lessor. Tenant further agrees that if Landlord shall fail to cure such default, Holder or Lessor shall have an additional 30 days (measured from the later of the date on which the default should have been cured by Landlord, or the date of Holder's or Lessor's receipt of such notice from Tenant), provided that if such default cannot be cured within such 30 -day period and Holder or Lessor is diligently pursuing the remedies necessary to effectuate the cure (including, but not limited to, foreclosure or termination proceedings, if appropriate) such cure period shall be extended to allow the cure to be completed. ARTICLE 22 EFFECT OF SALE; A sale, conveyance or assignment of landlord's interest in the Shopping Center will operate to release Landlord from liability from and after the effective date of such sale. conveyance or assignment upon all of the covenants, terms and conditions of this Lease, express or implied. except those liabilities which arose prior to such effective date, and, after he 25 a Tenant s dtord effective date of such sale, conveyance or assignment, tenant will look solely to landlord's successor -in- interest in and to this Lease. This Lease will not be affected by any such sale, conveyance or assignment, and tenant will attorn to Landlord's successor -in- interest to this Lease, so long as such successor -in- interest assumes Landlord's obligations under the lease from and after such effective date. ARTICLE 23 NOTICES 23.1 Notice. Wherever any notice is required or permitted hereunder, such notices shall be in writing. Any notice or document required or permitted to be delivered hereunder shall he addressed to the relevant party hereto at their respective Mailing Addresses set forth in Section 1.1 above, or at such address as that party may have hereafter specified by written notice. Any such notice may he sent by: (a) personal or messenger delivery, (b) U.S. Postal Service certified mail, return receipt requested, or (c) nationally recognized overnight courier. Any such notice shall be deemed delivered upon receipt, refusal of receipt, or return on account of the relevant party no longer being located at the relevant address. 23.2 Holder Notice. At any time when there is outstanding a mortgage, deed of trust or similar security instrument covering Landlord's interest in the Premises of whose name and address Tenant has been notified in writing, Tenant may not exercise any remedies for default by Landlord hereunder unless and until the holder of the indebtedness secured by such mortgage, deed of trust or similar security instrument shall have received written notice of such default and a reasonable time for curing such default shall thereafter have elapsed. 23.3 Parties. If and when included within the term "Landlord" as used in this instrument there are more than one person, firm or corporation, all shall jointly arrange among themselves ibr their joint execution of such notice specifying some individual at some specific address for the receipt of notices and payments to Landlord. If and when included within the term "Tenant" as used in this instrument there are more than one person, firm or corporation, all shall jointly arrange among themselves for their joint execution of such a notice specifying some individual at some specific address for the receipt of notices and payments to Tenant. All parties included with terms "Landlord" and "Tenant,' respectively, shall be bound by notices and payments given in accordance with the provisions of this Article to the same effect as if each had received such notice or payment. ARTICLE 24 HAZARDOUS MATERIALS 24.1 Definitions. The term '`Hazardous Substances" as used in this Lease, shall include, without limitation, tlammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants. hazardous wastes, toxic substances or related materials, petroleum and petroleum products, and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any governmental authority. 24.2 Tenant's Restrictions. Tenant shall not cause or permit to occur: (a) Any violation of any federal, state. or local law, ordinance, or regulation now or hereafter enacted. related to environmental conditions on, under, or about the Premises, or arising from Tenant's use or occupancy of the Premises, including, but not limited to, soil and ground water conditions; or (b) The use, generation. release, manufacture, refining., production, processing, storage. or disposal of any Hazardous Substance on, under, or about the Premises, or the transportation to or from the Premises of any Hazardous Substance. 24.3 Environmental Clean -up. (a) Tenant shall comply with all laws regulating the use, generation, storage, transportation, or disposal of Hazardous Substances. -26- 0 44 Tenant (b) Tenant shall, make all submissions to, provide all information required by, and comply with all requirements of all governmental authorities ('`Authority concerning Hazardous Substances in, on or about the Premises. (c) Should any Authority demand that a cleanup plan be prepared and that a cleanup he undertaken because of any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the Lease Term, at or fiom the Premises, or which arises at any time from Tenant's use or occupancy of the Premises, then Tenant shall, provided the deposit, spill, discharge, or release was caused by Tenant or anyone under Tenant's control, and at Tenant's own expense, prepare and submit the required plans and all related bonds and other financial assurances; and shall promptly carry out all such cleanup plans. (d) Tenant shall, where appropriate, promptly provide all information regarding the use, generation, storage, transportation. or disposal of Hazardous Substances that is requested by Landlord. If Tenant fails to fulfill any duty imposed under this section within a reasonable time, Landlord may do so; and in such case. Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the laws to the Premises and Tenant's use thereof, and For compliance therewith, and Tenant shall execute all documents promptly upon Landlord's request. No such action by Landlord and no attempt made by Landlord to mitigate damages under any environmental laws and regulations shall constitute a waiver of any of Tenant's obligations under this Article. 24.4 'Tenant's Indemnity. Tenant shall indemnify, defend, and hold harmless Landlord, the manager of the property, and their respective officers, directors, beneficiaries, shareholders, partners, agents, and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any use, generation, storage, deposit, spill, discharge, or other release of Hazardous Substances that occurs during the Lease Term, at or from the Premises, or which arises at any time from Tenant's use or occupancy of the Premises or the use of occupancy of the Premises, by Tenant's agents. employees, affiliates, customers, clients or invitees, or from Tenant's failure to provide all information, make all submissions, and take all steps required by all Authorities under all environmental laws and regulations. 24.5 Survival. Tenant's obligations and liabilities under this Article shall survive the expiration of this Lease. ARTICLE 25 MISCELLANEOUS 25.1 Joint Venture. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between parties hereof, it being understood and agreed that neither the method of computation of rental nor any other provisions contained herein, nor any acts of the parties hereto. shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. Whenever herein the singular number is used, the same shall include the plural, and words of any gender shall include each other gender. 25.2 Captions. The captions used herein are for convenience only and do not limit or amplify the provisions hereof. 25.3 No Waiver. One or more waivers of any covenant, term or condition of this Lease by either party shall not he construed as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. 25.4 Quiet Enjoyment. Landlord agrees that if Tenant shall perform all of the covenants and agreements herein required to he performed by Tenant. Tenant shall. subject to the terms of this Lease, at all times during the continuance or this Lease. have the peaceable and quiet enjoyment and possession of the Premises. 25.5 Entire Aereement. This Lease and the exhibits attached hereto contain the entire agreement between the parties, and no agreement shall be effective to change, modify or 27 g Tenant 11 L ord terminate this Lease in whole or in part unless such agreement is in writing and duly signed by the party against whom enforcement of such change, modification or termination is sought. 25.6 Brokers. Landlord and Tenant respectively represent and warrant to each other that neither of them has consulted or negotiated with any broker or finder with regard to the Premises except the Broker named in Section 1.1. Pursuant to a separate agreement, Landlord will pay any fees or commissions due to the Broker. 25.7 Estoppel. Tenant agrees that at any time, and from time to time durine the Lease Term within 10 days after request by Landlord hereto. Tenant will execute, acknowledge and deliver to Landlord or to any prospective purchaser, assignee or mortgagee designated by Landlord, an estoppel certificate in a form acceptable to Landlord. Failure by Tenant to timely execute and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgement by Tenant that statements in the estoppel certificate are true and correct. without exception. 25.8 Governing Law. The laws of the State of Colorado shall govern the interpretation. validity, performance and enforcement of this Lease without reference to its conflict of laws principles. If any provision of this Lease should be held to be invalid or unenforceable. the validity and enforceability of the remaining provisions of this Lease shall not be affected thereby. 25.9 Binding. The terms, provisions and covenants contained in this Lease shall inure to the benefit of and be binding upon the parties hereto and their respective heirs. successors in interest and legal representatives except as otherwise herein expressly provided. 25.10 Effectiveness. The submission of this Lease for examination and negotiation does not constitute an offer to lease, or a reservation of. or option tor. the Premises, and this Lease shall become effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. All negotiations. considerations. representations, and understandings between Landlord and Tenant are incorporated herein and may be modified or altered only by agreement in writing between Landlord and Tenant, and no act or omission of any employee or agent of Landlord of Tenant shall alter, change or modify any of the provisions hereof. 25.11 Attorneys' Fees and Jury Trial. In the event of any litigation or arbitration between the parties relating to this Lease, the Premises or the Shopping Center (including pretrial, trial, appellate, administrative, bankruptcy or insolvency proceedings), the prevailing party shall be awarded. as part of the judgment or settlement, all attorneys' fees, costs and expenses incurred in connection with such litigation, except as may be limited by applicable law. In any situation where a default by Tenant occurs and is resolved without litigation, Tenant shall also pay all of Landlord's costs and attorneys' fees relating thereto. In the interest of obtaining a speedier and less costly hearing of any dispute, the parties hereby each irrevocably waive the right to trial by jury. 25.12 Financial Statements. If Tenant is in default of this Lease Agreement, Landlord shall have the right to request Tenant to furnish Tenant's most recent audited financial statements (including any notes to them) to Landlord, or. if no such audited statements have been prepared. such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant, or, failing those. Tenant's internally prepared financial statements. Tenant will discuss its financial statements with Landlord and will give Landlord access to Tenant's hooks and records in order to enable Landlord to verily the financial statements. Such statements shall be certified by an independent certified public accountant and prepared in accordance with generally accepted accounting principles. In the event that Tenant is a subsidiary comprising only the operations conducted at the Premises, Tenant shall also provide such statements from the parent company or larger business of which Tenant is a part. In the event that Tenant is an individual, the financial statements must include the operations conducted at the Premises as well as all other business activities. Landlord will not disclose any aspect of Tenant's financial statements which Tenant designates to Landlord as confidential except (a) to Landlord's lenders or prospective purchasers of the Premises, (b) in litigation between Landlord and Tenant, and (c) if required by court order. Tenant agrees to furnish to Landlord from time to time (but no less than once annually) a balance sheet showing 28 c6) i fi t Tenant the then current net worth of Tenant together with a profit and loss statement for Tenant's most recently completed fiscal year. 25.13 Landlord's Fees. Whenever Tenant requests Landlord to take any action or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for all of Landlord's reasonable costs incurred in reviewing the proposed action or consent, including, without limitation, reasonable attorneys', engineers' or architects' fees. within 10 days after Landlord's delivery to Tenant of a statement of such costs. Tenant will be obligated to snake such reimbursement without regard to whether Landlord consents to any such proposed action. 25.14 Force Majeure. Landlord will have no liability to Tenant. nor will Tenant have any right to terminate this Lease or abate the Minimum Guaranteed Rental or assert a claim of partial or total actual or constrictive eviction, because of Landlord's failure to perform any of its obligations in this Lease if the failure is due in part or in full to reasons beyond Landlord's reasonable control, including without limitation, strikes or other labor difficulties, inability to obtain necessary governmental permits and approvals (including building permits or certificates of occupancy), war, riot, civil insurrection, accidents, acts of God and governmental preemption in connection with a national emergency (collectively referred to as "Force Majeure 25.15 Counsel Review. Landlord and Tenant acknowledge that each of them and their counsel have had an opportunity to review this Lease and that this Lease will not be construed against Landlord merely because Landlord has prepared it. 25.I6 Severability. If any provision of this Lease shall be determined to be invalid or unenforceable by a court of competent jurisdiction, such determination shall in no way affect, impair or invalidate any other provision of this Lease, and all other provisions hereof shall remain in full force and effect. 25.17 Authority. Each of the parties executing this Lease on behalf of Tenant or Landlord represents to the other party that such party is authorized to do so by requisite action of the party to this Lease. 25.18 Rules and Regulations. Tenant and its employees, agents, licensees and visitors will at all times observe faithfully, and comply strictly with, the rules and regulations set forth on Exhibit D attached hereto. Landlord may from time to time reasonably amend, delete or modify existing rules and regulations, or adopt reasonable new rules and regulations for the use. safety, cleanliness and care of the Premises and the Shopping Center, and for the comfort, quiet and convenience of occupants of the Shopping Center. Modifications or additions to the rules and regulations will be effective upon 30 days' prior written notice to Tenant from Landlord. In the event of any breach of any rules or regulations or any amendments or additions to such rules and regulations, Landlord will have all remedies which this Lease provides for default by Tenant, and will, in addition, have any remedies available at law or in equity, including the right to enjoin any breach of such rules and regulations. Landlord will not be liable to Tenant for violation of such rules and regulations by any other tenant, its employees, agents, visitors or licensees or any other person. In the event of any conflict between the provisions of this Lease and the rules and regulations, the provisions of this Lease will govern. 25.19 Tax Credits. Landlord is entitled to claim all tax credits and depreciation attributable to leasehold improvements in the Premises that Landlord paid for. Promptly after Landlord'.., demand. Landlord and Tenant rill prepare a detailed list of the leanchotd Landlord will be entitled to all credits and depreciation for those items for which Landlord has paid by means of any tenant finish allowance of otherwise. Tenant will be entitled to any tax credits and depreciation for all items for which Tenant has paid with funds not provided by Landlord. 25.20 Shopping Center Occupancy. 'Tenant in executing this Lease does not rely upon the fact, nor does Landlord represent. that any specific tenant or number of tenants shall occupy any Shopping Center space during the terns of this Lease. 25.21 Marketine Materials. Tenant acknowledges that it is not relying on any information contained in brochures for Fraser Valley Shopping Center in entering into is 29 i Tenant L. (lord Lease. Tenant further understands that Landlord may have substituted or changed the layout (including square footages), plans, specifications, common areas, features, amenities, fixtures, equipment and materials of the Shopping Center, or made other modifications it deemed necessary since producing any such brochures. Tenant will not be entitled to any claim for breach on account of alleged discrepancies between the Shopping Center as detailed in any brochure prepared by Landlord, and the Shopping Center as completed. 25.22 Guarantor. This Lease shall not he effective unless the persons, if any, listed in Section 1.1(p) hereof shall execute the Guaranty attached as Exhibit E of this Lease. 25.23 OFAC Certification. To the best of Tenant's knowledge. Tenant is not a person or entity with whom Landlord is restricted from doing business with under regulations of the Office of Foreign Asset Control "OFAC of the Department of the Treasury (including, but not limited to, those named on OFAC's Specially Designated and Blocked Persons list) or under any related statute, Executive Order (including, but not limited to. the September 24, 2001. Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other similar governmental action. ARTICLE 26 OPTION TO RENEW 26.1 Option to Renew. Tenant will have the option to renew the Lease Tenn for an additional term of five (5) years (the "Renewal Term subject to the further provisions of this section. (a) Tenant must exercise the option with respect to the Renewal Term, if at all, by giving notice of exercise "Tenant's Notice to Landlord on or before the date that is not greater than 270 days prior to the then applicable Expiration Date and not less than 180 days prior to the then applicable Expiration Date. Tenant will have no right to renew the Lease Term if Tenant's Notice is not timely delivered, or if Tenant is in default under this Lease at the time Tenant's Notice is delivered or on the then applicable Expiration Date. (b) (1) The Renewal Term will be on the same terms and conditions as this Lease, except the Minimum Guaranteed Rental, which shall be the fair market rental value at the time of Tenant's Notice, but in no event less than 105% of the last Minimum Guaranteed Rental payable during the Lease Term. Landlord and Tenant will have 30 days after Landlord receives Tenant's Notice within which to agree on the fair market rental value of the Premises, (as defined in subparagraph (b)(3) below) and rental increases to the Minimum Guaranteed Rental for the Renewal Term. (2) If Landlord and Tenant are unable to agree on the initial Minimum Guaranteed Rental and rental increases for the applicable Renewal Term within 30 days following Tenant's Notice, Landlord and Tenant will each appoint a real estate broker with at least five years' full -time commercial leasing experience in the metropolitan area where the Premises are located to determine the fair market rental value for the Premises. If either Landlord or Tenant does not appoint a broker within I0 days alter the other has given notice of the name of its broker, the single broker appointed will be the sole broker and will set the fair market rental value for the Premises. If two brokers are appointed pursuant to this paragraph, they will meet promptly and attempt to set the fair market rental value for the Premises. If they are unable to agree within 30 days after the second broker has been appointed, they will attempt to elect a third broker. meeting the qualifications stated in this paragraph, within 10 days alter the last day the two brokers are given to set the fair market rental value of the Premises. If they are unable to agree on a third broker, either Landlord or Tenant, by giving 10 days' prior notice to the other, can apply to the then presiding president of the local Board of Realtors for the selection of a third broker who meets the qualifications stated in this paragraph. Landlord and Tenant will each bear one -half of the cost of appointing the third broker and of paying the third broker's fee. The third broker, however selected, trust be a person who has not previously acted in any capacity for either Landlord or Tenant. Within 30 days after selection of the third broker, a majority of the brokers will set the fair market rental value for the Pretises. If a majority of the brokers are unable to set the fair market rental value for the Premises within 30 days after selection of the third broker, the two closest market rate determinations will be averaged and that average will be the fair market rental value for the Premises. 30 fi Teenant L:n. ord (3) The "fair market rental value of the Premises" means what a landlord under no compulsion to lease the Premises and a tenant under no compulsion to lease the Premises would determine as rent (including initial Minimum Guaranteed Rental and rental increases, market tenant finish allowance and other concessions) for the Renewal Term as of the time of Tenant's Notice, taking into consideration the uses permitted under this Lease; the quality, size, design, and location of the Premises; and the rent for comparable buildings located in the vicinity of the Premises. LANDLO TENANT: Winter B By: Nam Title: -31- Fraser Pizza Company Bv: C N\ ze): &4 K?S'_ Name: (t 1u-e! brtc v) Title: 5t:A 0 t. rpt Tenant EXHIBIT A Site Plan -32 eY5 f Lant INI La dlord Parcel 11 and 111, County of Grand, State of Colorado. EXHIBIT B Legal Description of the Shopping Center A RESUBDIVISION OF TRACTS "A" AND "B" OF A RESUBDIVISION OF PARCEL "C' OF FOREST MEADOWS SOLAR COMMUNITY, according to the Plat thereof filed November 17. 1983. at Reception No. 209971. 33 Q') Tenant L n diord Relating to the terns of this provision. Tenant is taking possession of the Premises as is." Tenant hereby acknowledges that Landlord has made no claims or warranties. express or implied. regarding the suitability or condition of the Premises, nor shall Tenant hold Landlord responsible or liable for any improvements or repairs other than those required under the Lease. Landlord shall inspect and put into good working order. as of Tenant's occupancy ol'the space, the existing heating and air conditioning unit, plumbing fixtures, light bulbs, ballasts and existing electrical outlets. This paragraph shall not be construed as a warranty enforceable against Landlord, but merely Landlords representation that these items are in good working order as of commencement of this Lease. Landlord's Work: Remove interior partitions, cabinets, water and waste lines on surface of walls, T -grid ceiling and old ductwork related to ovens, flooring, Terminate all electrical and gas lines. Install a new furnace servicing the Premises. At the time of Tenant's build out, if the governing agency requires any changes be made to the restroom located in the Premises so that said restroom meets ADA Requirements, Landlord will reimburse Tenant for all costs associated with said changes. Tenant's Work: EXHIBIT C Provisions Relating to Construction of a Pre Occupied Premises Install a walk in cooler in the rear of the Premises. 34 INIT La ndlo d EXHIBIT D Rules and Regulations THESE RULES AND REGULATIONS (the "Rules have been established by Winter Boat, LLC, as Landlord under the retail leases relating to Fraser Valley Shopping Center (the "Leases Under the terms of the Leases. the Landlord is authorized to establish these Rules and such additional rules and regulations as are necessary or advisable in its judgment for the proper and efficient operation and maintenance of the buildings and common areas which make up the Fraser Valley Shopping Center (such buildings and common areas are herein collectively referred to as the "Shopping Center These Rules may he changed, altered or amended by Landlord at any time in its sole discretion. 1. Outside Sales and Storage. No tenant may display, sell merchandise, allow carts, portable signs, devices or any other objects to he stored or to remain outside the defined exterior walls or roof mid permanent doorways ofthe Shopping Center, or in hallways. 2. Antenna and Aerials. No aerial, antenna or satellite dish shall be erected on the roof or exterior walls of the Shopping Center without first obtaining, in each instance, the written consent of Landlord. Any aerial, antenna or satellite dish so installed without such written consent shall be subject to removal without notice at any time. 3. Parking Lot Solicitation. In addition, no Tenant may solicit in any manner in any of the automobile parking and sidewalk areas ofthe Shopping Center. 4. Deliveries. Each Tenant shall use its best efforts to complete, or cause to be completed, all deliveries, loading, unloading and services to the Premises prior to 10:00 a.m. of each day. Each Tenant shall attempt to cause no delivery trucks or other vehicles servicing the Shopping Center to park or stand in front of the Shopping Center from 10:00 a.m. to 9:00 p.m. of each day. 5. Vending Machines. No Tenant shall, without prior written consent of Landlord. sell merchandise from vending machines or allow any coin operated vending or gaming machines on the Premises. Landlord hereby grants Tenant permission to install one soda vending machine and one candy vending machine on the Premises, 6. Validated Parking. Landlord may. if in its opinion the same be advisable, establish a system or systems of validation or other type operation, including a system of charges against non validated parking checks of users. and the Tenant must abide by all such rules and regulations in its use and the use of its customers and patrons with respect to said automobile parking area; provided, however. that all such rules and regulations and such types of operation or validation of 'parking checks and other matters affecting the customers and patrons of the Tenant shall apply equally and without discrimination to all persons entitled to the use of said automobile parking facilities. 7. Control of Common Areas. Landlord shall at all times have the sole and exclusive control of the Common Areas. and may at any time and from time to time during the term hereof exclude and restrain any person from use or occupancy thereof, excepting, however, bona fide customers, patrons and service suppliers of 'Tenants who make use of Common Areas in accordance with these Rules. Et shall be the duty of each Tenant to keep all Compton Areas free and clear of any obstructions created or permitted by such Tenant or resulting from such Tenant's operation. Any cost to keep all Common Areas free and clean incurred by Landlord as a result of Tenant's operation will be billed back to said Tenant. 8. Prohibited Advertising. No Tenant shall affix or tnaintain upon the glass panes and supports of the show windows (and within 12 inches of any window), doors and the exterior walls of its Premises, any signs, advertising placards, names, insignia, trademarks, descriptive material or any other such like item or items except such as shall have first received the written approval of Landlord, No Tenant shall affix any sign to any roof of the Shopping Center. In addition, no advertising medium shall be utilized by any Tenant which can be heard or experienced outside Tenant's Premises, including, without limiting the generality of the foregoing, flashing light 3 5 t 11 Tenant La lord "G' searchlights, loudspeakers, phonographs, radios or television. No Tenant shall display, paint or place or cause to be displayed, painted or placed, any handbills, bumper stickers or other advertising devices on any vehicle parked in the parking area of the Shopping Center, whether belonging to such Tenant or to any other person; nor shall any Tenant distribute. or cause to be distributed, in the Shopping Center, any handbills or other advertising devices, and such Tenant shall pay to Landlord the cost and expense necessary to remove any such unauthorized material from the Shopping Center. 9. 1 -lours of' Operation. Tenant shall open the Premises for business to the general public no later than 11:00 a.m. and continuously remain open for business throughout the day until 5:00 p.m., Monday through Friday and Saturday, 11:00 a.m. until 12:00 p.m.; provided, however the Premises may remain open on Sundays and/or national holidays if Tenant so elects and if such opening shall not be in violation of applicable law. Tenant shall use for non- selling purposes only such space in the Premises as is required for Tenant's business therein, and shall use no space in the Premises to serve the business of Tenant at other locations. Tenant shall warehouse, store or stock in the Premises only such goods and merchandise as are reasonably required for sale at, in or from the Premises. 10. Approval of Signs. Each Tenant shall not less than thirty (30) days prior to fabrication of any sign submit three (3) copies of drawings of such sign to Landlord for approval. Such drawings must include location, size and style of lettering, color, material, type of illumination, installation details, color selections and logo design. Approval of such sign by Landlord will not be unreasonably withheld or delayed, and will be based upon the standards set forth below. 10 any event. all signs must also be approved, if necessary, by the appropriate governmental agency prior to fabrication, and all permits for signs and their installation shall he obtained and paid for by the Tenant. In no event shall any sign be approved by Landlord if the size, location, design. color. texture, lighting and materials or such sign detracts in any way from the design of the Shopping Center and the surrounding properties. a. Signs shall consist of internal illuminated individual letters with flat plastic faces in metal retainers mounted to aluminum or channellume type letters. Signs shall have no audible, flashing or animated figures. Signs shall be mounted on a raceway painted to [Hatch the building. b. Letters shall be five inches (5 deep, fabricated from aluminum, channellume or sheet metal, .900 aluminum or with welded joints, mechanically finished to a satin texture with a baked on enamel finish or a Dur -a -Pox paint finish. All sign lettering shall have a Gold Jewel Lite trim. All store front signs, including plexiglass signs, shall be fabricated of material with a matte finish. c. No facia sign or wall sign shall exceed 30% of the total facia or signable area, excluding windows and storefront area. Letter sizes shall be governed by the amount of signable area used. In no event shall any sign be less than eight feet (8') above the ground as measured to the lowest edge of the sign. No sign may project higher than the height of the structure to which it is attached. d. Logo signs will be considered provided that they are a nationally registered trademark or identification sign. Landlord shall review all logo designs for final approval and compliance. The logo sign shall be considered part of the allowable 30% signed area. e. Vertical copy of signs projecting perpendicular to any building are not permitted. f. Manufacturer's decals, hours of business, telephone number, etc. are limited to a total of 144 square inches per single door entrance. No "sale" signs, special announcements, et cetera shall be permitted on exterior or interior glass; such advertising material must be set back at least twelve inches (12 from glass surface and suspended from the ceiling. g. Advertising devices such as attraction boards, posters. banners and flags shall not be permitted. 36 h. Painted. flashing, animated, audible, revolving or similar signs that create the illusion of animation shall not be permitted. i. Exposed bulb signs shall not be permitted. j. No sign may include the product sold except as part of the Tenant's name or insignia. k. The Tenant's name and address may be applied to that Tenant's non- customer door if any, for receiving merchandise, as directed by Landlord and in two -inch (2 high block letters. 1. If required by the U. S. Postal Service. the 'Tenant may instal! on the storefront the number only for the sweet address of size, type. color and location determined by Landlord. 11. Construction of Signs. a. The Tenant is required to obtain any and all building and electrical permits. b. Location of all openings for conduit or sign panels of building walls shall be indicated on drawings submitted to Landlord for approval. c. All mounting holes must be sealed off and touched up alter installation. and the Tenant's Premises must be lest free of debris. d. The Tenant is responsible for the actions of its sign contractor. e. Letter fastening and clips shall be concealed and shall be of galvanized, stainless or aluminum metals. f Electric service to signs shall be included in the Tenant's metered service and shall include an automatic timer to illuminate the sign. No exposed raceway, crossovers. transformers or conduit will be permitted, except for stubout through the wall. All signs shall use P.K. Housings and bear U.L. label, and installation of each sign shall comply with all local building codes and electrical codes. g. No labels shall be permitted on the exposed surface of signs, except those required by local ordinance, which shall be placed in an inconspicuous location and manner. h. Design. layout and material for Tenant signs shall conform in all respects with the design drawings provided by Tenant. The height and dimensions for letters in the body of the signs shall be pursuant to approved plans and specifications. i. All penetrations of the building structure required for sign installation shall be sealed in a watertight condition and shall be patched to match the adjacent finish. j. All signs shall be constructed and installed, including electrical hook -ups, at the Tenant's expense. k. This sign criteria may be changed to reflect the code of governing bodies involved. 37 6 4 Tenant LANDLORD: Winter Boat. LI.,C TENANT: Fraser Pizza Cotnpanv EXHIBIT E Guaranty of Lease LEASE: GUARANTOR: Phil Brooks. Roger Hedlund. Jack Van EIorn and Phillip Adam Hershfeld. DATE: Tenant wishes to enter into the Lease with Landlord. Landlord is unwilling to enter into the Lease unless Guarantor assures Landlord of full performance of the Tenant's obligations under the Lease. Guarantor is willing to do so. Accordingly, in order to induce Landlord to enter into the Lease with Tenant, and for other good and valuable consideration, whose receipt and adequacy are acknowledged by Guarantor: 1. Guarantor unconditionally guaranties to Landlord, and the successors and assigns of Landlord, Tenant's full and punctual performance of its obligations under the Lease. Guarantor waives notice of any breach or default by Tenant under the Lease. If Tenant defaults in the performance of its obligations under the Lease, then upon Landlord's request. Guarantor will perform Tenant's obligations under the Lease. 2. Any act of Landlord. or the successors or assigns of Landlord, consisting of a waiver of any of the terms or conditions of the Lease, or the giving of any consent to any matter or thing relating to the Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor and without affecting the obligations of Guarantor under this Guaranty. 3. The obligations of Guarantor under this Guaranty will not be released by Landlord's receipt, application or release of security given for the performance of Tenant's obligations under the Lease, nor by any modification of the Lease. Iti case of any such modification, the liability of Guarantor will be deemed modified in accordance with the terms of any such modification. 4. The liability of Guarantor under this Guaranty will not be affected by (a) the release or discharge of Tenant from its obligations under the Lease in any creditors' receivership, bankruptcy or other proceedings, or the commencement or pendency of any such proceedings: (b) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's liability under the Lease, resulting from the operation of any present or future provision of the Bankruptcy Code or other statute, or from the decision of any court; (c) the rejection or disaflirmanee of the Lease in any such proceedings; (d) the assignment or transfer of the Lease by Tenant; (e) any disability or other defense of Tenant; or (f) the cessation from any cause whatsoever of the liability of Tenant under the Lease. 5. Until all of Tenant's obligations under the Lease are fully performed. Guarantor: (a) waives any right to subrogation against Tenant by reason of any payments or acts of performance by Guarantor, in compliance with the obligation of Guarantor under this Guaranty; (b) waives any other right which Guarantor may have against Tenant by reason of any one or more payment or acts in compliance with the obligations of Guarantor under this Guaranty; and (c) subordinates any liability or indebtedness of Tenant held by Guarantor to the obligations of Tenant to Landlord under the Lease. 6. This Guaranty will apply to the Lease, any extension or renewal of the Lease, and any holdover terns following the term or any such extension or renewal. 7. This Guaranty may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by Guarantor and Landlord. 38 4,01 1 Tenant L•ndord 8. This Guaranty represents a guaranty of payment and not of collection. Guarantor is primarily obligated under the Lease. Landlord may, at its option, proceed against Guarantor without proceeding against Tenant or anyone else obligated under the Lease. 9. Guarantor will pay on demand the reasonable attorneys' fees and costs incurred by Landlord, or its successors and assigns, in connection with the enforcement of this Guaranty. 10. Guarantor irrevocably appoints Tenant as its agent for service of process related to this Guaranty. 11. The Liability of each Guarantor under this Guaranty shall be joint and several. Guarantor has executed this Guaranty as of the date first indicated above. GUARANTOR: STATE OF n /era fl( GUARANTOR: Roger I°Iedlund The foregoing r Notary Public CPO^ 1 Social Security Number The foregoing instrument Witness my hand and official seal. My commission expires STATE OF a.10 COUNTY OF l'7(Q hi itness my hand and official seal. used before n My commission expires Pk/ 'Yidoi' s instrument was executed before me this 39 it!AB'R!"e this !1� day of� o %:114 a..nwY7�1 r lIHrntJr 9/. Social Security Number Q day of 20 /L by 77x95 Ned/ KERRIE S. KING NOTARY PUBUC STATE OF COLORADO My Commission Expires fD /60 -a'I3 Tenant /:n, -,rd GUARANTOR: Jack ai orn STATE OF Cadas /6 COUNTY OF (I- The foregoing instrument was executed befor the th's LL# �k befor I)G( ja145A-2011 by, Witness my hand and official seal. ev ilAaaa.. 7 G f NotPublic My commission expires /6 /1 26/ GUARANTOR: P fillip Ada f 1- lcrshfelt STATE OF €�J ss. V COUNTY OF f� The foregoing instrument was eAceutal befy�e_ me this ,Sc-k\-1/41 20E_, by 0.; I Witness my hand and official seal. Wi n Notary Public My commission expires 1 40 \h L\Lk \0� Social Security Number Social Security Number day of day of TRACY WELCH NOTARY PUBLIC S TATE OF COLORADO 414 Tenant La •brd 7',, ,,,,Nnuuu s ar OF COUQ y� ••nrrmint a IALS, EXHIBIT F Restrictions on Use of the Shopping Center Notwithstanding anything to the contrary in the Lease, Tenant's use of the Premises, or any portion thereof, shall not violate any of the use restrictions set •forth below. These use restrictions shall not be construed to expand Tenant's Permitted Use of the Premises. These use restrictions shall not limit Landlord's right to sell or lease portions of the Shopping Center for the uses set forth below. l In no event shall any use of the Premises be made or operation conducted thereon which use or operation is obnoxious to a first-class shopping center, including the following: a. any public or private nuisance; b. any noise or sound which is routine to the operation of a business on the Premises that is objectionable due to intermittence, beat, frequency, shrillness or loudness; c. any obnoxious odor which is routine to the operation of a business on the Premises; d. any noxious, toxic, caustic or corrosive fuel or gas which presents a hazard to the safety of persons on the Premises or the Shopping Center; e. any unusual fire, explosive or other damaging or dangerous hazard, including the storage, display or sale of explosives or fireworks; f. any manufacturing (except in connection with and incidental to Tenant's retail sales on Premises), distillation, refining, smelting, agriculture or mining operation; g. any mobile home or trailer court, labor camp, junk yard. stock yard or animal- raising shop that boards animals; h. any dumping. disposal. incineration, reduction of garbage or refuse (other than pursuant to the normal operation of a business within a first -class shopping center); i. any fire or bankruptcy sale or auction house operation; any automobile sales, leasing or display. including body repair facilities; k. any living quarters, sleeping apartments or lodging rooms; 1. any mortuary; m. any adult bookstore selling as its primary product pornographic material (as that term is understood by the general public and not necessarily as defined by law); n. any trailer rental; o. any auditorium or convention center; p. any second -hand. Army. Navy or governmental surplus store; and q, any drilling or other work for removal of subsurface substances. 2. In no event shall the following specific uses be carried on upon the Premises: a. bowling alley; b. skating rink; c. theater; d. amusement park; 41. I5 Tenant andlord e. carnival; f. meeting hall; g. banquet facility; h. entertainment facility; i. disco or other dance hall; j. sale, repair or storage of cars. boats. trailers or mobile homes; k. video or other game parlor; 1. pool hall; m. billiard parlor; n. amusement center; o. off-track betting; p. flea market; q. massage parlor; or r. auditorium. 4.2_ Hr- Teenant Tenant Improvement Allowance: Electronic Message Board Signaee: Extended Closure: Exclusive Use: EXHIBIT G Additional Provisions Landlord agrees to reimburse Tenant up to $4.000.00 toward the cost of Tenant Improvements that Tenant makes to the space. Said reimbursement shall be made within 30 days of Landlord's receipt of paid invoices and lien waivers. if applicable. Landlord agrees to allow Tenant to advertise on the Shopping Center's Electronic Message Board, at no fee to Tenant for the period of November 01, 2011 through October 31, 2013. After September 30, 2013, should Tenant choose to continue to advertise on the board, Tenant agrees to pay Landlord the amount of $100.00 per month for said advertisement. Tenant shall he allowed to close the business for extended periods of time twice a year during the off seasons. Said closure shall not be for a period of more than 8 weeks at a time and Tenant agrees to notify Landlord in writing of its plans to close and the date they will reopen. During this period, Tenant will comply with all terms and conditions of this Lease. Providing Tenant is not in default under any terms, conditions or provisions ol'the Lease, Landlord will not allow any other Tenant to operate a business in the Shopping Center. whose primary business is a pizza restaurant. In the event of such a breach of Landlord. Tenant shall give Landlord written notice of the occurrence of said breach. If Landlord does not cure, Tenant nay, with thirty (30) days written notice to Landlord, terminate this Lease. 43 qv) n Tenant t.. "l ord TOWN OF FRASER LIQUOR LICENSING AUTHORITY Follow-up findings and report for application of a Hotel and RestaurantLiquor License. Owner Name and Address: Fraser Pizza Corporation,P. O. Box 1211, Fraser, CO 80442 Establishment Name and Address: ElevationPizza,551 Zerex Street, C-106, 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 Hotel and RestaurantLiquor License, an investigation has been made, and based on the results thereof, the following has been determined: That the application was filed on August 3, 2011in the Town Clerk’soffice and a public hearing has been scheduled for Wednesday September 7, 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 35days. This location will be a new Hotel and Restaurantlicenseas opposed to a transfer of an existing licensedue to the fact no existing license is in force. That the Notice of Public Hearing on this matter was posted on the premises on ThursdayAugust 25, 2011at least 10 days prior to the hearing, and that the publication of the hearing was published in a newspaper of general circulation on August 25, 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 Winter Boat, LLCand that Winter Boat, LLC will bethe lawful ownersof 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 fromany 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 ParkPolice Chief Trainor hasconducteda background investigation onPhillip A. Hershfelt,Phillip N. Brooks, John C. Van Horn and Roger E. Hedlundthe ownersand managersof Elevation Pizza. He has found no information that would indicate the license should not be approved. The public hearing on this application will be held onWednesday, September 7, 2011at 7:00p.m.in the Fraser Town Hall,153 Fraser Avenue, FraserCO. 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 25thday of August, 2011. Lu Berger TOWN OF FRASER ORDINANCE NO. 386 Series 2011 AN ORDINANCE AMENDING CHAPTER 6, ARTICLE 4 OF THE FRASER MUNICIPAL CODE, TO ELECT THE LOCAL OPTION WITH RESPECT TO ISSUANCE OF SPECIAL EVENTS PERMITSFOR THE SALE OF ALCOHOLIC BEVERAGES. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO, AS FOLLOWS: PART 1: AMENDMENT OF MUNICIPAL CODE.Chapter 6(Business Licenses and Regulations), Article 4 (Alcoholic Beverages) of the Fraser Municipal Code (herein sometimes referred to as the "Municipal Code") is hereby amendedby adding a new subsection to Section 6-4-60, whichshall read as follows [Note: additions are shown in bold underlined print; deletions are shown as strikethroughprint; the notation “No Change” indicates that the referenced provisions are not modified]: Sec. 6-4-60. Other Applicable Requirements. (a) Pursuant to C.R.S. 12-48-107(5)(a), the Board of Trustees, as the Local Licensing Authority,electsnot to notify the state licensing authority to obtain the statelicensing authority's approval or disapproval of an application for a special event permit; provided that the Town Clerk, acting for the Authority,is required only to report to the liquor enforcement division, within ten days after the issuance of a permit, the name of the organization to which a permit was issued, the address of the permitted location, and the permitted dates of alcohol beverage service. (b) Except as otherwise provided in this Article, the requirements and procedures provided in the Colorado Liquor Code and Colorado Beer Code shall apply to applications, proceedings and licensing actions under the jurisdiction of the authority. [No Change] PART 2: 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. PART 3: 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 4: EFFECTIVE DATE; PUBLICATION. This Ordinance shall take effect thirty (30) days after passage, adoption and publication thereof as provided by law. This Ordinance shall be published by title only. READ, PASSED, ADOPTED AND ORDERED PUBLISHED BY THE BOARD OF th TRUSTEES AND SIGNED THIS 7day of SEPTEMBER,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 TimesonSeptember 15, 2011. - 2 - FELSBURG IHOLT ULLEVIG engineering paths to transportation solutions February 19, 2010 MEMORANDUM To: Clark Lipscomb From: Lyle E. DeVries Re: US 40 /Grand Park Village Entry Signal Warrants FHU Reference No. 07 -104 Per your request, we have completed vehicular traffic count efforts at the intersection of US Highway 40 and the Grand Park Village entry. Continuous counts of all turning movements at this intersection were recorded for a period of 17 total days between December 23, 2009 and December 29, 2009 and January 2, 2010 through January 11, 2010. The counts were conducted to test traffic conditions at the intersection relative to traffic volume -based signalization warrants outlined in the Manual on Uniform Traffic Control Devices (2003 Edition, Federal Highway Administration). Initial analysis of the traffic count data indicated that the most likely signal warrant to be satisfied at the intersection would be Signal Warrant 2, Four -Hour Vehicular Volume. The peak hour traffic volume -based warrant is not applicable to this location. The 8 -hour Vehicular Volume warrants require more sustained traffic levels than are currently feasible at the intersection. Warrant 2 Description According to the MUTCD, "The Four -Hour Vehicular Volume signal warrant conditions are intended to be applied where the volume of intersecting traffic is the principal reason to consider installing a traffic control signal." Standard: The need for a traffic control signal shall be considered if an engineering study finds that, for each of any 4 hours of an average day, the plotted points representing the vehicles per hour on the major street (total of both approaches) and the corresponding vehicles per hour on the higher volume minor street approach (one direction only) all fall above the applicable curve in (the attached graphic). On the minor street, the higher volume shall not be required to be on the same approach during each of these 4 hours. Option: If the posted or statutory speed limit or the 85th percentile speed on the major street exceeds 70 km /h or exceeds 40 Miles Per Hour (mph) or if the intersection lies within the built -up area of an isolated community having a population of less than 10,000, The curve shown in heavy blue on the attached graphic may be used in place of the green curve. It is our understanding that the posted speed limit along US 40 lies below 40 mph. The population of the Fraser Valley area is below 10,000. Therefore, the blue curve is currently applicable to the subject intersection. However, future growth may cause the higher threshold green curve to govern the intersection. 6300 South Syracuse Way, Suite 600 Centennial, CO 8011.1. tel 303.721.1.440 fax 303.721..0832 www.fhueng.com info@fllueng.com Memorandum to Clark Lipscomb February 19, 2010 Page 2 The attached plot depicts plotted points corresponding to the 4 th highest traffic hour recorded at the intersection on each of the 17 days counted. Days on which the plotted point lies above the blue line are days when Warrant 2 standards for signalization were met. As shown, five of the seventeen days demonstrated traffic conditions exceeding Warrant 2 minimums. These days included: Sunday, January 3, 2010 Wednesday, December 23, 2009 Saturday, December 26, 2009 Monday, December 28, 2009 Tuesday, December 29, 2009 It is important to note that these 5 days are not necessarily representative of a "typical" day at the intersection as they followed the opening of a new Recreation Center on site. Traffic counts taken later in January 2010 were slightly below warrant thresholds. Please feel free to call me at (303)721 -1440 if you have any additional needs or questions. 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Box 2967 Winter Park, Colorado 80482 (970) 726-5824 Fax (970)726-5938 www.easitgrandfire.com Date: August 10, 2011 To: Town of Fraser From Todd Holzwarth, EGFPD #4 Subject: Intersections Hwy 40 We have been considering the proposed changes to intersections along US HWY 40. HWY 40 is the primary route for all emergency responses in the Fraser Valley and provides access to all cross streets and alternate accesses. We can state with a great deal of confidence that will not change. What we would very much wish to encourage is the addition of appropriate cross streets leading to redundant North —South routes both East and West of HWY 40, and additional non-grade crossing routes to get to the West side of the UP Railroad right of way. In addition we request that careful evaluations be completed after reviewing approved plans and traffic studies with all participants present-TOF, TOWP, F/WP PD, GCEMS/OEM, EGFPD #4, developers East/West sides of HWY 40, and of course CDOT. Changes or updates to existing plans and reasons for alterations can then be explained and discussion of the impacts can take place with all present. The Fire District would like to see short and long term planning providing for the safety of both pedestrians and motorists with well thought out intersections which will expedite our responses to incidents by reducing congestion or delays and provide alternate routes. Full movement intersections should provide the best opportunity for safe pedestrian crossings of HWY 40 with breaks in the traffic flow for side traffic and reduced chance of collisions from vehicles and pedestrians darting into the highway. Todd Holzwarth, Chief   Ó¿§ ïðô îðïï ÓÛÓÑÎßÒÜËÓ Ì±æ Ý´¿®µ Ô·°­½±³¾ Ú®±³æ Ô§´» ܻʮ·»­ô ÐÛô ÐÌÑÛ Î»æ λ­°±²­» ¬± ̱©²­ ±º É·²¬»® п®µ ú Ú®¿­»® ݱ³³»²¬­ ®»æ ­¬ ËÍ ìðñï ͬ®»»¬ Í·¹²¿´·¦¿¬·±² ÚØË Î»º»®»²½» Ò±ò ðéóïðìóðï DZ« ³»¬ ©·¬¸ ®»°®»­»²¬¿¬·ª»­ ±º ¬¸» ̱©²­ ±º Ú®¿­»® ¿²¼ É·²¬»® п®µ ±² Ò±ª»³¾»® ïïô ­¬ îðï𠬱 ¼·­½«­­ ¬¸» °±¬»²¬·¿´ º«¬«®» ­·¹²¿´·¦¿¬·±² ±º ¬¸» ·²¬»®­»½¬·±² ±º ï ͬ®»»¬ ©·¬¸ ËÍ ­¬ Ø·¹¸©¿§ ìðò ï ͬ®»»¬ ½«®®»²¬´§ ¿½½»­­»­ ¬¸» Ù®¿²¼ п®µ Ê·´´¿¹» Ý»²¬»®ô ©¸·½¸ ·²½´«¼»­ ¬¸» Ù®¿²¼ п®µ ݱ³³«²·¬§ λ½®»¿¬·±² Ý»²¬»®ô ¬¸» É·²¬»® п®µ Ý¿º7ô ¿²¼ ¬¸» É·²¬»® п®µ Ó¿®µ»¬ò Ì®¿ºº·½ ª±´«³»­ ¿®» ¹®±©·²¹ ¿¬ ¬¸·­ ·²¬»®­»½¬·±²ô ¿²¼ ­¬«¼·»­ ¿®» ½«®®»²¬´§ «²¼»®©¿§ ¬± »ª¿´«¿¬» ¬¸» ²»»¼ º±® ¿ ¬®¿ºº·½ ­·¹²¿´ò ߬ ¬¸» ³»»¬·²¹ô ¬¸» ̱©²­ ±º É·²¬»® п®µ ¿²¼ Ú®¿­»® ±«¬´·²»¼ ·¬»³­ ¬¸»§ ©±«´¼ ´·µ» ¬± ¾» ½±²­·¼»®»¼ ¾»º±®» ­«°°±®¬·²¹ ¬¸» °±¬»²¬·¿´ ¬®¿ºº·½ ­·¹²¿´ò ̸»­» ·¬»³­ ¿®» ·¬¿´·½·¦»¼ô ²«³¾»®»¼ ¿²¼ ´·­¬»¼ ¿­ º±´´±©­ô ©·¬¸ ¿ ®»­°±²­» ¬± »¿½¸æ ïò É·´´ ¬¸» ­·¹²¿´ ¿­­·­¬ ©·¬¸ ¿½½±³³±¼¿¬·²¹ °»¼»­¬®·¿² ½®±­­·²¹­á ¿ò ߬ ¬¸» Ú·®­¬ ͬ®»»¬ 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IIIIIIIIIIIIII ;,;1,4 Programming Overview Winter Park and the Fraser Valley Rewards and Loyalty Program Programming Overview Proposal Winter Park The Fraser Valley Chamber of Commerce has been working on a gift and loyalty card program that would allow the Chamber /Municipality to provide monetary incentives to guests for set promotions. These cards would act as a gift card only available in Winter Park and the Fraser Valley. Loyalty information (customer demographics, contact info and spending habits) would also be captured through a customer web portal or by sign up forms to quantify spending habit and to provide additional marketing opportunities. It is the intent of the Chamber to utilize existing promotional dollars (eg: Ski Free) as well as requesting additional funding to provide year round promotions in our community. The proposed system utilizes the existing Visa or Mastercard terminal from merchants to host the program. Ski Free Stay two nights during early Fall and late Spring times and receive 2 free lift tickets. Provides lodging and consumer spending during periods historically filled with day trip visitors. Tickets must be redeemed during corresponding Ski Free ski season. Winter /Summer Stay and Play Stay two nights during winter and receive $25 dollars to spend in Winter Park and The Fraser Valley. Promotes additional consumer spending to visitor driven member businesses during their stay. Rewards cannot be spent on lodging and may be redeemed, but not offered, during Christmas and Spring Break times. Rewards expired 90 days from date of issuance. Welcome to the Valley Purchase real estate in Winter Park The Fraser Valley and receive $150 to spend in the community! Promote consumer spending for new home buyers for products that are traditionally purchased on the front range. Winter Park The Fraser Valley Loyalty Program Spend Local Program Member businesses will provide self directed loyalty programs providing rewards for the individual business based on spending structures. The suggestion is that members provide $10 in rewards for every $100 spent at their establishment. These dollars are "soft" dollars and are redeemable only at the business(es) for which the associated dollars were spent. 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It was recently brought to my attention that the said property is available for lease and after viewing the property and location believe it to be the perfect match for my ongoing business operations. As an established business owner operating a salon / hair studio in Winter Parkfor 12 w years, I am currently seeking a ne Commercial / Retail location. This business is to be opened year round. I of course would like to maintain the integrity of the historical visuals of the building however the interior cosmeticsneed modifications, of course maintaining the theme, I will also in cure all costs of interior upgrades for a salon / hair studio to begin operations. My purposed business plan is to bring a small hair salon that can give affordable hair services to Fraser residents as well invite others to the town of Fraser. I will also offer Retail Hair Products along with Boutique items. Offering barbering services for men and inexpensive children hair cuts. The salon will be family oriented. Given the fact I have an already established customer base from all over the county as well from Denver I am currently seeking to take occupancy immediately. I have spoken to other business owners in the Eisenhower district and they feel it will enhance the community. I am prepared to extend the following offer, anddo have a number of additional questions relating to the property and location. Two year lease with option to renew after two year lease expires. $200.00 per month, plus utilitiesand maintainceontheproperty Lease to begin 30 days after occupancy. Time being waived to conduct general interior cosmetic and property improvements. and look forward to your prompt reply regarding this matter. Thank you again for your time and attention , Best Regards Ilizabeth Adelman 970.531.0407 Kandy's Closet-Retro Clothing Store It would have retro clothes,jewlery,artwork. I would be open from 10:00 am to 9:00 pm. Grand opening of store not decided yet. Hopefully in one month. If you have any more questions please email them to me. Thanks-Kandy Grogan Clerks Briefing September 7,2011 Regarding Ordinance 384 Special Events; Senate Bill 11-066 allows local licensing authorities to approve an application for a Special Event Permit without notification to the State Licensing Authority for its approval or disapproval subject to the applicable provisions and limitations of Articles 46, 47 and 48 of Title 12. Town Clerk or her designee shall report to the Liquor Enforcement Division within ten (10) days after a Special Event Permit is approved, the name of the organization to whom a permit was issued, the address of the permitted location and the permitted dates of alcohol beverage service. The Liquor Enforcement Division regulations require the SEP application be submitted 30 days prior to the event to the local authority. It has been my experiencethat this 30 day requirement is often overlooked by the applicant and my office is then forced to “rush” the application to the State for their approval. Taking the State’s approval out of the process would allow the license to be issued in a timeliermanner, with fewer headachesto my office and the applicant. I wouldrecommend approval of Ordinance 384. If you have any questions, please give me a call. Lu Finance Update:09/07/2011 Prepared:08/31/2011 Another sleepless week for you all –no submittals to ponder to help you sleep. My life has been filled with budget work lately. Of course the first task was to get the JFF budget completed which was presented to the first JFOC meeting hosted by the Town! The JFOC was very complementary of the new relationship with the Town. Many new changes were floated to the committee; the Capital Replacement Reserve Schedule (CRRS) Memo, the CRRS/CIP for the Joint Facility, along with a change/reduction in funding and hence the use of reserves–spending down the reserves to a 1.5M dollar level, along with a new financial set-up to enhance our financial reporting abilities. Just a few minor changes!! The committee tabled some decisions to have more time to think about them, but overall the town’s presentation was well received. Staff will be attending next month’s meetingsfor both districts to be available to answer any further questions relating to the budget along with explaining any other changes we are proposing. A month ago I was diagnosed with a right inguinal hernia, and I have been takingoff as many daytime hours as possible, trying to complete all of my summer projects which need to be completed before the snow flies –knowing I was going to need surgery, and Imight have pre-op restrictions put on me once I met with my surgeon. On Monday of this week I met with my surgeon,fortunatelyI am qualified for laparoscopic surgery to repair my right hernia (my left hernia was repairedwith the open method thirteen years ago).I th of September, so I will still betrying to get the landscaping, will be going in for surgery on the 27 seeding and firewood projects done over the next few weeks –so if you seeme in the back yard during the day stop by and help! My recovery should be very quick and I am planning on taking thelast week of the month off, I will be able to work from home but thinking I might be back in the office by the end of that week. The ability to “remote” into my office desktop makes all the differencein situations like this, as well as on a daily basis for me. Looking forward to the start of the town’s own budget committee process, this year we will have a lot to discuss andponder. Asalways pleasecontact me with any questions or concerns you might have: 726-5491 X206 or nhavens@town.fraser.co.us. at Nat Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491fax 970-726-5518 www.frasercolorado.com PUBLIC WORKSBRIEFING (As of 9/1for 9/7/2011meeting) WATER~ The GP Bowl and Cinema tapped their water and sewer last week. Fraser had its triennial water system Sanitary Survey conducted last week with the CDPHE. We did well on our inspection with a few minor administrative and operational items that need to be corrected and/or updated. SANITARY SEWER~ Working on updating the 2012 CIP for the collections system. STREETS~ Our Army Corps permit for the work necessary on the St. Louis creek breach site was submitted tothe USACE last Friday. Nathan Green is the representative it isassigned to our project. Heindicated that he may be able to review it in the next 30 days. However, if the application is not reviewed within 45 days it is automatically considered approved. 5 Rivers, LLC is the group that will be doing some river enhancementsin the Fraser River once they receive their 404 permit, possibly in the next couple of weeks. We requested a ‘ball park’ estimate from them for the St. Louis creek work and that came back at around $12,000…Yikes!! Making progress on the overall drainage plan for the Mill / Doc Susieareaas well as along Leonard Lane west of the RR tracks. Grand County R&Bbegan removing willow wads from along CR73 this week. They will be replacing at least one culvert under 73 just below the St. Louis creek bridge and one other closer to CR721 (Parkway). They hope to complete this work later next week. Chip & SealProject status-See the latest update. The Divide condos HOAhaveexpressed interest in requesting approval from the Board to allow them to construct a private improvement in the Town ROW which will allow the discharge of their sump water into the ROW. Part of this project removes some sump water discharge from thesewer collection system and puts it into the storm drainage system. I am coordinating the engineers to make sure there are not any conflicts with the Divide or Towns drainage improvements which we are currently working on in this area. STREETSCAPES/GARDENING~ Cathleen has hired a new person, Katie that will help supplement Jack with keeping the gardens and planters looking beautiful! PW staff is working on the Fraser side of the Fraser-WP Trail Connector project as time and resources allow. 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 MEMO: Building Activity 2011 To: Mayors, Town Council Members and Board of Trustees From:Harold Howland, Building Official Date:September 1, 2011 Granby Total Number of Building Permits Winter ParkFraser Started 2-20-2010 Total for20079496 Total for200810339 Total for20098035 Total for2010803661 2009 through aug4726 2010 through aug432237 2011 through aug373671 Difference2011/2010(6)1434 Difference2011/2009(10)10 Dollar Valuation Total for2007$32,696,799$16,031,517 Total for2008$11,425,361$10,675,061 Total for2009$1,908,346$1,066,056 Total for2010$2,466,369$135,233$7,386,725 2009 through aug$1,776,930$1,066,056 2010 through aug$617,160$86,774$2,415,507 2011 through aug$1,039,837$3,792,071$4,529,331 Difference2011/2010$422,677$3,705,297$2,113,824 Difference2011/2009($737,093)$2,726,015 Building Fees Total for 2007$271,889$145,564 Total for 2008$115,019$64,956 Total for 2009$27,459$13,284 Total for 2010$31,343$3,644$74,132 2009 through aug$23,204$12,858 2010 through aug$11,880$1,926$31,202 2011 through aug$12,935$39,471$54,906 Difference2011/2010$1,055$37,546$23,704 Difference2011/2009($10,269)$26,614 New Residential Area 2011 through aug7,398sq. ft.14,656sq. ft.28,972sq. ft. New Commercial Area 2011 through aug0sq. ft.15,902sq. ft.8,096sq. ft. New Garage Area 2011 through aug750sq. ft.2,930sq. ft.5,502sq. ft. New Deck/Patio Area 2011throughaug1,200sq. ft.3,511sq. ft.3,417sq. ft. A few remodels and water damage repairs going on in Winter Park. Granby still has a lot of re-roofing permits being issued, the xcel building is underway working on foundation walls. The theater/bowling alley complex in Fraser has been issued and work has begun on the footings. Expect to see about 10 more single family dwellings for Village Homes in Granby. A SFD in Leland Creek will be in soon. 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