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HomeMy Public PortalAboutTBP 2012-04-18  BOARD OF TRUSTEES REGULAR MEETING AGENDA WEDNESDAY, APRIL18, 2012 FRASER TOWN HALL Members of the Board may have dinner together @ 5:30 p.m. - Fraser Town Hall 1. Executive Session: 6:00 For a conference with 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 water matters.  2. Regular Meeting - 7:00Roll Call 3. Approval of Agenda 4. Consent Agenda a) Minutes – April 4, 2012 b) Business Enhancement Grant Application - Fraser Valley One Hour Photo c) Planning Commission appointments 5. Open Forum a) Business not on the agenda 6. Updates 7. Public Hearing a) Bottle Pass Liquors Change of Location Application 8. Discussion and Possible Action Regarding a) Resolution 2012-04-04 regarding Bottle Pass Liquors Change of Location Application b) Resolution 2012-03-05 regarding Byers Peak Ranch negotiations c) Resolution 2012-04-01 regarding signalization of Rendezvous Road d) Resolution 2012-04-03 Streets and drainage improvements e) Water/Wastewater Committee appointment f) Filling of Peggy Smith Trustee Position g) School District opening and closing committee appointment 9. Community Reports 10. Staff Reports 11. Other Business Upcoming Meetings: Wed. May 2, 2012 Board of Trustees Wed. April 25, 2012 Planning Commission Posted April 12, 2012 Lu Berger Lu Berger, Town Clerk FRASER BOARD OF TRUSTEES MINUTES DATE: Wednesday, April 4, 2012 MEETING: Board of Trustees Regular Meeting PLACE: Fraser Town Hall Board Room PRESENT Board: Mayor Fran Cook; Mayor Pro-Tem Steve Sumrall; Trustees: (Mayor elect) Peggy Smith, Vesta Shapiro, Scotty Brent, Philip Naill and Eric Hoyhtya Newly Elected Board Members: Eileen Waldow and Cheri Sanders Staff: Town Manager Jeff Durbin; Town Clerk, Lu Berger; Finance Manager Nat Havens; Public Works Director Allen Nordin; Town Planner, Catherine Trotter; Police Chief, Glen Trainor, Plant Supervisor Joe Fuqua, Town Attorney Rod McGowan Others: See attached list Mayor Cook called the meeting to order at 6:10 p.m. 1. Roll Call: 2. Approval of Agenda: Roll Call motion Trustee Shapiro moved, and Trustee Brent seconded the to approve the Motion carried: 7-0. Agenda. 3. Approval of March 21, 2012 Minutes motion Trustee Smith moved, and Trustee Brent seconded the to approve the March Motion carried: 7-0. 21, 2012 minutes. 4. Clerk Report of 2012 Election Results 5. Swearing in of New Mayor and Town Board Members 6. Thanks to Outgoing Elected Officials and Candidates 7. Consent Agenda 8. Open Forum a) Business not on the agenda 9. Updates 10.Public Hearings: Page 2 of 3 : 11.Discussion and Possible Action Regarding a) Appointment of Appointed Officers as provided by the Town Code: i) Town Clerk – Lu Berger ii) Town Treasurer – Nat Havens iii) Town Attorney – Rod McGowan iv) Municipal Judge – Georgia Noriyuki motion Trustee Naill moved, and Trustee Sumrall seconded the of Appointment of Motion carried: 6-0 Appointed Officers as provided by the Town Code. b) Appointment of Mayor Pro Tem as provided by the Town Code Trustee Sumrall was nominated as Mayor Pro Tem. motion Trustee Sanders moved, and Trustee Naill seconded the to approve Trustee Motion Sumrall’s Appointment of Mayor Pro Tem as provided by the Town Code. carried: 6-0 c) Appointment of Representatives to the School Opening and Closing Committee as requested by the East Grand School District Board The East Grand School District is asking for two representatives from the community to sit on a district wide steering committee to develop guidelines for opening and closing schools. Discussion continued until April 18, 2012. d) Resolution 2012-04-01 Regarding Signalization of Rendezvous Road TM Durbin briefed the Board on the purpose of the Resolution. The resolution confirms the Town’s position relative to signalization at Rendezvous Road. The Town supports and encourages signalization of Rendezvous Road, First Street and King’s Crossing. Public Comment was taken from: Scotty Brent Terry Stanford The Resolution will be brought back to the Board on April 18, 2012. e) Resolution 2012-04-02 Regarding a Memorandum of Understanding with the Headwaters Trails Alliance related to Funding and Office Space Mara McKnight voiced the HTA’s desire have office space in the building. motion Trustee Sumrall moved, and Trustee Shapiro seconded the to approve Resolution 2012-04-02 Regarding a Memorandum of Understanding with the Motion carried: 6-0 Headwaters Trails Alliance related to Funding and Office Space. Page 3 of 3 12.Community Reports: 13.Other Business: Jay Clough addressed the Board regarding the intersection on Mill and Railroad Ave. He would like to discuss how to slow the traffic on that corner. Tim Hodsdon welcomed the new Board members and introduced himself as a newly appointed Planning Commissioner. motionMotion Trustee Shapiro moved, and Trustee Naill seconded the to adjourn. carried: 6-0. Meeting adjourned at 7:23 p.m. Lu Berger, Town Clerk Business Enhancement Grant Pro ram: The purpose of the Business Enhancement Grant Program is to establish a fund that can be utilized by local businesses to enhance the character of their property and/or business, help improve the economic vitality of the Fraser business community and to encourage investment and pride in the community. Funding amounts are determined based upon a review of the application and evaluation of the potential beneficial impact(s) on business activity as well as the overall effect on the business community. Interested businesses owners should submit an application outlining their proposal and anticipated benefits. All requests for funding will be presented to the Town Board for consideration, and the Town Board reserves the right to approve or deny all funding requests. Business Name: t VRA S E P, U A L.L C— o 0C— R 6 u l- {P"cl i p Business License Number: Contact Person: 0 t S c ki tJk (C, 6N Mailing Address: 'C -I- Cox 3 Peru(: 12 oo S'C!cf cE Business Phone: 1920 -- 72-61 - 01 S 1 Email Address: FJ:f f Q�, , ca r Total Grant Funds Requested (attach project budget): $ tl 3 C% C� 0 Additional Project Funding: � '� L' -4 - r;--) 9 Time -Frame for Implementation: -c' G l l Purpose of Grant: ; <, Si G #J o U Oce ► 7 c n r- ti Please attach any additional information that may assist the Town Board in evaluating the proposal (i.e. site plan, photos, letters of support, etc) .. , , r� se: PO Bc x 370. Fraser. CO 00442 970-726 VA fax 970-729-5513 w.°,w.fr:i , arc-:crado.com Date: ril6 2012 Address: Client: Fraser Valley 1 HR Photo QO Dennis Phone: Project Description: LIGHTED BUSINESS SIGN Used Illuminated Cabinet Sign: Al - Approx. 24" x 96", used internally illuminated aluminum cabinet. The cabinet and it's components would not be under warranty. New florescent lamps would be installed and the ballast is currently working. The cabinet is currently white and the paint is in good condition. The sign would have translucent graphics with the exact color TBD. The entire surface area would light at night. The price includes installation to the building as per the photo. Note: 1 - The above price includes all materials, labor, installation and connection to the existing primary power behind the fascia. 2 - Any electrical work that may be required inside the unit must be performed by a licensed electrician. 3 - The used cabinet is being provided free of charge but it is not under warrantee. INVOICE SIGN COST: 1,015.00 ACCOUNT TERMS: DUE UPON ORDER DESIGN DEPOSIT: NIA SHIPPING: N/A PERMIT: BY CLIENT AMOUNT DUE: 1,054.59 41111111 SALES TAX: $39.59 ORDER NUMBER: TBD SUB TOTAL: $1,054.59 DELIVERY DATE: TBD The design, prices, specifications, and conditions as described are satisfactory and are hereby accepted. You are authorized to begin the above described work. The colors and sizes as shown above or In the accompanying design will be matched to our best ability, but due to varying material and paint compatibilities, may not match exactly. A 5% penalty/ month will be assessed on past due accounts after two weeks. All plans are the exclusive property of Lunsford Signs, and are submitted to your company for sign and/or design purchase consideration only. Rights to reproduce any and all artwork remain with Lunsford Signs unless otherwise specified. They may not be reproduced In any manner without written permission. In the event plagiarism or theft occurs, Lunsford Signs expects reimbursement up to $5,000/ sheet as compensation for time and effort entailed In creating these plans and/ or designs. Lunsford Signs retains ownership of all signage until the account Is paid In full. The above described signage shall be considered at all times to be personal property of the seller, regardless of the manner In which the personal property IS annexed or attached to the realty. In the event of payment default, seller may at once, and without process of law, take possession of and remove any of the above mentioned personal property. In the event Lunsford Signs performs repairs on signage not originally manufactured by our company, Lunsford Signs accepts no liability for damage to, or damage caused by the malfunctioning signage In question. Lunsford signs guarantees Its' products for a period of one year from the date above to be free of any manufacturing defect as determined by us. We do not warrantee any product against vandalism, or environmental damage Including UV rays and abnormally high wind. Any warranties on products sold herein, Including Internal and external components, are those made by the Individual product manufacturer. The seller hereby expressly disclaims all warranties, either expressed or Implied, Including any Implied warranty of merchantability or fitness for a particular purpose In connection with the sale of said products. SIGNATURE COMPANY TITLE DATE lillueoleileVlo logo i rlOgnio Planner Memo on Business Enhancement Grant Application The Town of Fraser participated in a Community Revitalization Partnership (CRP) Program during the summer of 2010. This program was sponsored by the Colorado Department of Local Affairs (DOLA) working in partnership with Downtown Colorado Inc. and Fraser. We asked the chosen consulting team to examine our business districts and how the various districts can be better connected both visually and physically. One of the end results of the CRP initiative was to create a group called the Fraser Business Forum which has enabled the Town to reach out to the business community, build trust and assist with economic development and retention of the Fraser business environment. Last year, the Town Board began offering a Business Enhancement Grant program. The CRP program recommended that the Town develop programs and initiatives to improve the overall appearance of Fraser, especially along important corridors. The purpose of the Business Enhancement Grant program is to establish a fund that can be utilized by local businesses to enhance the character of their property and /or business, help improve the economic vitality of the Fraser business community and to encourage investment, pride and a sense of ownership in the community. We are in receipt of a Business Enhancement Grant application. The applicant is Dennis Finnigan from Fraser Valley One Hour Photo. On February 1, 2012, the Fraser Town Board enacted an ordinance that codified changes to the Fraser Sign Code. Staff was also directed by the TB to ensure that all businesses are in compliance with the revised Sign Code, especially compliance with temporary signage /banners. The consensus was that banner clutter detracts from the Fraser business climate. Staff has been working with all the businesses in Town on this matter. I discussed the Business Enhancement Grant program with Fraser Valley One Hour Photo as an option to assist Dennis with the purchase of a permanent sign. The grant application form, copy of the proposed 16 SF sign and the invoice are in the packet. The applicant is requesting a grant in the amount of $750.00. The total cost of the lighted cabinet sign (which is required at the Fraser Valley Center) is $1059.54. This business has been struggling with the economic climate and decline in the photo business as a result of fewer people printing photos. Dennis is committed to his business and the Fraser Valley and insists the business is offering a needed service to the community. Staff is recommending that the TB approve this business enhancement grant request for $750.00 to be spent on the purchase of a used electric sign cabinet with a new translucent plastic face and graphics as this will certainly enhance the character of the Fraser Valley Center. I:, II': "wcx 370. 11::u eM, C town of IC:: ry u aser 0442 office 9'705726-5,491 Enrww.fi eM coNor dc.cov d - "babfi Revised Planner Memo on Business Enhancement Grant Application The Town of Fraser participated in a Community Revitalization Partnership (CRP) Program during the summer of 2010. This program was sponsored by the Colorado Department of Local Affairs (DOLA) working in partnership with Downtown Colorado Inc. and Fraser. We asked the chosen consulting team to examine our business districts and how the various districts can be better connected both visually and physically. One of the end results of the CRP initiative was to create a group called the Fraser Business Forum which has enabled the Town to reach out to the business community, build trust and assist with economic development and retention of the Fraser business environment. Last year, the Town Board began offering a Business Enhancement Grant program. The CRP program recommended that the Town develop programs and initiatives to improve the overall appearance of Fraser, especially along important corridors. The purpose of the Business Enhancement Grant program is to establish a fund that can be utilized by local businesses to enhance the character of their property and /or business, help improve the economic vitality of the Fraser business community and to encourage investment, pride and a sense of ownership in the community. We are in receipt of a Business Enhancement Grant application. The applicant is Dennis Finnigan from Fraser Valley One Hour Photo. On February 1, 2012, the Fraser Town Board enacted an ordinance that codified changes to the Fraser Sign Code. Staff was also directed by the TB to ensure that all businesses are in compliance with the revised Sign Code, especially compliance with temporary signage /banners. The consensus was that banner clutter detracts from the Fraser business climate. Staff has been working with all the businesses in Town on this matter. I discussed the Business Enhancement Grant program with Fraser Valley One Hour Photo as an option to assist Dennis with the purchase of a permanent sign. The grant application form, copy of the proposed 16 SF sign and the invoice are in the packet. The applicant is requesting a grant in the amount of $750:99. $650.00. The total cost of the lighted cabinet sign (which is required at the Fraser Valley Center) is $1059.57 $850.00 plus tax. This business has been struggling with the economic climate and decline in the photo business as a result of fewer people printing photos. Dennis is committed to his business and the Fraser Valley and insists the business is offering a needed service to the community. Staff is recommending that the TB approve this business enhancement grant request for $750700 $650.00 to be spent on the purchase of a used electric sign cabinet with a new translucent plastic face and graphics as this will certainly enhance the character of the Fraser Valley Center. Town of Fraser PO Box 370, Fraser, CO 80442 office 970- 726 -5491 fax 970 - 726 -5518 www.frasercolorado.com Revised Planner Memo on Business Enhancement Grant Application The Town of Fraser participated in a Community Revitalization Partnership (CRP) Program during the summer of 2010. This program was sponsored by the Colorado Department of Local Affairs (DOLA) working in partnership with Downtown Colorado Inc. and Fraser. We asked the chosen consulting team to examine our business districts and how the various districts can be better connected both visually and physically. One of the end results of the CRP initiative was to create a group called the Fraser Business Forum which has enabled the Town to reach out to the business community, build trust and assist with economic development and retention of the Fraser business environment. Last year, the Town Board began offering a Business Enhancement Grant program. The CRP program recommended that the Town develop programs and initiatives to improve the overall appearance of Fraser, especially along important corridors. The purpose of the Business Enhancement Grant program is to establish a fund that can be utilized by local businesses to enhance the character of their property and/or business, help improve the economic vitality of the Fraser business community and to encourage investment, pride and a sense of ownership in the community. We are in receipt of a Business Enhancement Grant application. The applicant is Dennis Finnigan from Fraser Valley One Hour Photo. On February 1, 2012, the Fraser Town Board enacted an ordinance that codified changes to the Fraser Sign Code. Staff was also directed by the TB to ensure that all businesses are in compliance with the revised Sign Code, especially compliance with temporary signage/banners. The consensus was that banner clutter detracts from the Fraser business climate. Staff has been working with all the businesses in Town on this matter. I discussed the Business Enhancement Grant program with Fraser Valley One Hour Photo as an option to assist Dennis with the purchase of a permanent sign. The grant application form, copy of the proposed 16 SF sign and the invoice are in the packet. The applicant is requesting a grant in the amount of $750.00. $650.00. The total cost of the lighted cabinet sign (which is required at the Fraser Valley Center) is $1059.54 $850.00 plus tax. This business has been struggling with the economic climate and decline in the photo business as a result of fewer people printing photos. Dennis is committed to his business and the Fraser Valley and insists the business is offering a needed service to the community. Staff is recommending that the TB approve this business enhancement grant request for $750.00 $650.00 to be spent on the purchase of a used electric sign cabinet with a new translucent plastic face and graphics as this will certainly enhance the character of the Fraser Valley Center. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com EXHIBIT A-1 LEGAL DESCRIPTION Lot 3, SAFEWAY FRASER MARKETPLACE FINAL DEVELOPMENT PLAN PLAT, according to the Plat thereof recorded June 9, 1998 under Reception No. 98006151 and as corrected in the Affidavit recorded November 18, 1998 under Reception No. 98012346, County of Grand, State of Colorado. 27 E 1. IT A -2 8� PLAN 28 E IT A -3 FLOOR PLAN 29 UCH IBIT B DRAViINGS 30 EXHIBIT C TEN ACCEPTANCE T FTTER Premises: Unit 1A, VFloor Lease Dated: May 1, 2012 Landlord: Fraser Marketplace, LLC, a Colorado Iimited liability company Tenant: Bottle Pass Liquors, Inc. The undersigned, Tenant under the above described Lease, hereby confirms, as of the date hereof, the following. (1) That it is in full and complete possession of the Premises, such possession having been delivered by Landlord and having been accepted by the undersigned on May 1, 2012 (2) That the space and improvements required to be furnished by the terns of the Lease have been completed in all respects to the satisfaction of the undersigned and are made available for the use of the undersigned, its employees and invitees. (3) That all duties of an inducement nature required of Landlord in said Lease have been fulfilled. (4) That said Lease is in full force and effect; that there are no existing defaults on the part of Landlord under the terms thereof except as follows (if none, so indicate): That no rents have been prepaid except as provided by said Lease; that the undersigned does not now have or hold any claims against Landlord which might be set-off or credited against future accruing rents. (6) That rents provided in said Lease commence to accrue on June 1, 2012, and such date shall be the Rent Commencement Date. (7) ThattheTe of said L is five (5) years, and the Expiration Date is May 31, 2017. Name: Bottle Pass Liquors Inc By: Dated: 31 TENANT: EXHIBIT D LANDLORD'S SPECIFICATIONS 1. Storefront with one three foot (3') wide by seven foot (7') high (minimum) lockable storefront 'front' door. 2. One three foot (3') wide by seven foot (7') high 'rear' lockable door. 3. One 4" sanitary sewer line within tenant space (adjacent to the back wall). 4. One 1" water line stub into tenant space (typically above ceiling grid height). 5. All demising walls sheet-rocked from floor to roof deck, taped, sanded and ready for paint, no texture (no additional interior walls included). 6. Smooth concrete floor ready for floor covering. 7. One HVAC (or equivalent furnace/condensing unit) roof top unit sized to provide 1 TON per 350 square feet of leasable space. Unit to be placed on roof by landlord. Supply and return (ducted) diffusers to be provided by landlord, modifications for specific tenant finish layout shall be by tenant 8. One (1) 400 AMP electrical service (typically located on the rear wall). 9. One (1) duplex outlet per 300 square feet of leasable space evenly spaced. 10. Duplex outlets over storefront windows per code. 11. A 2 foot by 4 foot acoustical tile drop ceiling at 10%0" above finished floor. 12. One (1) two foot by 4 four tube lay m fluorescent light fixture per 200 square feet of leasable space. This unit has a "High-bay" lighting configuration different from what is described above. Tenant agrees to accept the lighting configuration "as-is", any changes to the lighting configuration will be at Tenant's expense. 13. One (1) J-box located on the front facade with a conduit and pull tape stubbed into tenant space (for tenant signage, signage by tenant). 14. All EXIT signs required per code for the 'Vanilla Shell' tenant space. 15. One (1) ADA standard restroom. Standard restroom to include: one lock-able door, one sink, one toilet, smooth concrete floor, one mirror, one toilet paper holder, ADA grab bars, floor base, one switch controlling one florescent light and exhaust fan and water resistant walls to code. 16. One electric six (6) gallon hot water heater (installed above the restroom). 17. A fully sprinkled 'Vanilla Shell' tenant space. (sprinkler heads may need to be modified by lessee per their tenant finish plan). 18. One (1) 24"x24" floor mounted mop basin. 19. One 1" empty conduit stubbed into tenant space for future connection to telephone service. 20. Sufficient service panel to provide electrical service to the Cooler and Ice Machinery. As stated above, there is a 400 AMP panel serving the space, while we believe this is sufficient to provide adequate power for the Tenant's use, Landlord has not verified such. Any additional electrical construction necessary to provide sufficient power for Tenant's use will be constructed by Tenant, at Tenant's expense. 21. Sufficient drainage for the cooler and ice machinery. 32 Tenant shall be responsible for "Tying-in" the cooler condensate line to the existing drainage line provided by Landlord. 33 VCR WORK IT E ETTER This is the Work Letter referred to in and specifically made a part of the Lease to which this Exhibit E is annex covering the Premises, as more particularly described in the Lease. Landlord and Tenant a ee as follows: Defined Terms. The following defined terms shall have the meaning set forth below and, unless provided to the contrary herein, the remaining defined terms shall have the meaning set forth in the Lease: 34 Landlord's Representative: Wes Becker Tenant's Representative: Michael A. La Porte Tenant's General Contractor: Colorado Regional Construction Landlord's Contribution: The actual cost of Tenant Improvements, as defined below. Space Plan: The plans prepared by Wyatt Associates P.C. 2. Landlord's Work As soon as reasonably possible, Landlord shall undertake and complete, at its own cost and expense, Landlord's Work as described in Exhibit D of this Lease. If Tenant shall be in possession of the Premises prior to the final completion of Landlord's Work, Tenant hereby acknowledges that Tenant shall accept disruptions and disturbances of its use and occupancy of the Premises as reasonably necessary for Landlord to timely and cost effectively complete Landlord's Work. Further, Tenant covenants and agrees that Tenant's contractors shall coordinate the installation of Tenant's Work, as hereinafter provided, in accordance with the construction schedule for Landlord's Work such that, if any interference or conflict arises, upon receipt of written notice from Landlord, Tenant agrees to cause such interference conflict to cease. 3. Tenant Improvements. The "Tenant Improvements" shall mean the interior walls, partitions, doors, door hardware, wall coverings, wall base, counters, lighting fixtures, electrical and telephone wiring, cabling for computers, metering and outlets, ceilings, floor and window coverings, HVAC system, fire sprinklers system, and other items of general applicability that Tenant desires to be installed in the interior of the Premises. All previous Tenants Improvements will remain in the Premises for use by the Tenant. 4. Performance of Tenant's Work. Tenant accepts the Premises in its current "AS IS" condition and acknowledges that Landlord shall have no obligation to do any work in or on the Premises to render it ready for Tenant's use or occupancy except as provided for in EXHIBIT D.. Tenant shall timely commence and diligently prosecute to full completion Tenant's Work in accordance with the Drawings. The parties agree that no demolition work or other Tenant's Work shall be commenced on the Premises until such time as Tenant has provided to Landlord copies of the demolition and building permits required to be obtained from all applicable governmental authorities and all other conditions precedent have been fully satisfied. All materials, work, installations, equipment and decorations of any nature whatsoever brought on or installed in the Premises before the commencement of the Term or during the Term shall be at Tenant's risk, and neither Landlord nor any party acting on Landlord's behalf shall responsible for any damages thereto or loss or destruction thereof due to any reason or cause whatsoever, excluding by reason of Landlord's gross negligence or willful or criminal misconduct. 5. Drawings. Tenant shall engage and pay for the services of a licensed architect to prepare a space layout, drawings and specifications for all Tenant Improvements, which architect shall be subject to Landlord's reasonable approval (the "Architect"). Tenant shall devote such time in consultation with Tenant's architect as shall be necessary to enable Tenant's architect to develop complete and detailed architectural, mechanical and engineering drawings and specifications, as necessary, for the construction of Tenant Improvements, showing thereon all Tenant Improvements ("Drawings"). Tenant hereby acknowN. ges and agrees that it is Tenant's sole and exclusive responsibility to cause the Premises and the Drawings to comply with all applicable laws, including the Americans with Disabilities Act and other ordinances, orders, rules, regulations and requirements of all governmental authorities having jurisdiction thereof. 6, Tenant's Work, It is understood and agreed by the parties that, as hereinafter set forth, Tenant has elected to arrange for the construction and installation of Tenant Improvements itself in a good and workmanlike manner ("Tenant's Work"). On or before the applicable Time Limit set forth below, Tenant shall submit to Landlord the names of the electrical, ventilation, plumbing and heating subcontractors (hereinafter "Major Subcontractors"), as applicable for Landlord's approval, which approval shall not be unreasonably withheld. If Landlord shall reject any Major Subcontractor, Landlord shall advise Tenant of the reason(s) in writing and, Tenant shall choose another Major Subcontractor. 7. Tenant's Construction of Tenant Improvements. (a) Payment, Liens. Tenant shall promptly pay any and all costs and expenses in connection with or arising out of the performance of Tenant Improvements and shall furnish to Landlord evidence of such payment upon request. Landlord shall post and serve notices of non-liability in accordance with applicable laws. In the event any lien is filed against the Building or any portion thereof or against Tenant's leasehold interest therein, the provisions of Section .07 of the Lease shall apply. (b) Indemnity. Tenant shall indemnify, defend and hold Landlord hannless from and against any and all suits, claims, actions, loss, cost or expense (including claims for workers' compensation, attorneys' fees and costs) based on personal injury or property damage caused in, or contract claims (including, but not limited to claims for breach of warranty) arising from Tenant's Work Tenant shall repair or replace (or, at Landlord's election, reimburse Landlord for the cost of repairing or replacing) any portion of the Building or item of Landlord's equipment or any of Landlord's real or personal property damaged, lost or destroyed in the construction of Tenant Improvements. (c) Contractors. The Major Subcontractors employed by Tenant and any subcontractors thereof shall be (1) duly licensed in the state in which the Premises are located, and (ii) except as otherwise approved herein, On or before ten (10) business days prior to the commencement of any construction activity in the Premises, Tenant and Tenant's contractors shall obtain and provide Landlord with certificates evidencing Workers' Compensation, public liability and property damage insurance in amounts and forms and with companies satisfactory to Landlo s. If Landlord should disapprove such insurance, Landlord shall specify to Tenant the reasons for its disapproval within five (5) business days after delivery of such certificates. Tenant's agreement with its contractors shall require such contractors to provide daily clean up of the construction area to the extent such clean up is necessitated by the construction of Tenant Work, and to take reasonable steps to minimize interference with other tenants' use and occupancy of the Building. Nothing contained herein shall make or constitute Tenant as the agent of Landlord. Tenant and Tenant's contractors shall comply with any other reasonable rules, regulations or requirements that Landlord may impose. (d) Use of Common Areas. Also during the construction period, Tenant shall ensure that the Building, all common areas, and the Premises are kept in a clean and safe condition at all times. Further, all construction activities shall be conducted so as to use reasonable efforts to minimize interference with the use and occupancy of the Building by the tenants thereof. Such entry shall be deemed to be under all the terms, covenants, provisions and conditions of the Lease. (e) Assumption of Risk. All materials, work, installations, equipment and decorations of any nature whatsoever brought on or installed in the Premises pursuant to the provisions of this Work Letter before the commencement of the Term or throughout the Term shall be at Tenant's risk, and neither Landlord nor any party acting on Landlord's behalf shall be responsible for any damage thereto or loss or destruction thereof due to any reason or cause whatsoever, excluding by reason of Landlord's or such other party's gross negligence or willful or criminal misconduct. 8. Time Limits The following maximum time limits and periods shall be allowed for the indicated matters: This section is not applicable, as Landlord will assist Tenant in completing all construction drawings. Tenant shall be responsible for the costs associated with that portion of the architectural costs associated with their specific tenant finish requirements. Action 35 Ti ne Liniit Tenant submits Drawings for building permit, if a 1icabie, On or er the date Tenant and Landlord mutually approve the final, revised Drawings. Tenant allowed access to the Premises to commence After providing copies of the building permit to Landiord construction of Tenant Improvements. 36 (the "Construction Entry Date"). Except as may be otherwise specifically provided for herein, in all instances where either Tenant's or Landlord's approval is required, if no written notice of disapproval is given with the applicable Time Limit, at the end of such period the applicable party shall be deemed to have given its approval and the next succeeding time period shall commence. Any delay in any of the foregoing dates (including any "re-do", continuation or abatement of any item due to Tenant's or Landlord's disapproval thereof) shall automatically delay all subsequent deadlines by a like amount of time. 9. Substantial Completion. Tenant shall timely commence and diligently prosecute to full completion the construction of the Tenant Improvements in accordance with the Drawings. Tenant Improvements shall be deemed substantially complete when all work called for by the Drawings has been finish and the Premises is ready to be used and occupied by Tenant, even though minor items may remain to be installed, finished or corrected ("Substantial Completion Date" or the "Date of Substantial Completion"). Tenant shall cause the contractors to diligently complete any items of work not completed when the Premises are substantially complete. In the event of any dispute as to substantial completion of Tenant Improvements, the statement of Landlord's construction manager shall be conclusive. Substantial completion shall have occurred notwithstanding punch list items. Promptly after the Substantial Completion Date, the parties will execute an instrument in the form attached hereto as Exhibit C, setting forth the Commencement Date of the Lease, so that said date is certain and such instrument, when executed is hereby made a part of this Lease and incorporated herein by reference. 10. Tenant's Representative. Tenant has designated Tenant's Representative as its sole representative with respect to the matters set forth in this Work Letter, who shall have full authority and responsibility to act on behalf of Tenant as required in this Work letter. Tenant shall not change Tenant's Representative except upon prior written notice to Landlord. 11. Landlord's Representative. Tenant acknowledges that neither Tenant's Architect nor any contractor engaged by Tenant is Landlord's agent and neither entity has authority to enter into agreements on Landlord's behalf or otherwise bind Landlord. Landlord has designated Landlord's Representative as its sole representative with respect to the matters set forth in this Work letter, who shall have full authority and responsibility to act on behalf of Landlord as required in this Work Letter. Landlord shall not change Landlord's Representative except upon notice to Tenant. 12. No Representations or Warranties. Notwithstanding anything to the contrary contained in the Lease or herein, Landlord's participation in the preparation of the Drawings, the cost estimates for Tenant and the construction of Tenant Improvements and/or Tenant Improvements shall not constitute any representation or warranty, express or implied, that (i) the Drawings are in conformity with applicable governmental codes, regulations or rules or (ii) Tenant Improvements, if built in accordance with the Drawings, will be suitable for Tenant's intended purpose. Tenant acknowledges and ay ees that Tenant Improvements are intended for use by Tenant and the specification and design requirements for such improvements are not within the special knowledge or experience of Landlord. Landlord's obligations shall be to review the Drawings; and any additional cost or expense required for the modification thereof to more adequately meet Tenant's use, whether dining or after construction thereof, shall be borne entirely by Tenant. 13. Incorporation. This Work Letter is incorporated in the Lease; and all of the terms and provisions of the Lease are incorporated herein by this reference. Extf rr F RULES AND REGULATIONS (1) Security. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, any persons occupying, using or entering the same, or any equipment, finishings or contents thereof, and Tenant shall comply with Landlord's reasonable requirements relative thereto. (2) Locks. Landlord may from time to time install and change locking mechanisms on entrances to the Building, common areas thereof, and the Premises and (unless 24 hour security is provided by the Building) shall provide to Tenant a reasonable number of keys and replacements therefore to meet the bona fide requirements of Tenant. In these rules "keys" include any device serving the same purpose. Tenant shall not add to or change existing locking mechanisms on any door in or to the Premises without Landlord's prior written consent, nor duplicate in any manner any keys provided for access to the Building, common areas thereof, or the Premises. If without Landlord's consent, Tenant installs lock(s) incompatible with the Building master locking system: (a) Landlord, without abatement of rent, shall be relieved of any obligation under the Lease to provide any service to the affected areas which requires access thereto; (b) Tenant shall indemnify Landlord against any expense as a result of forced entry thereto which may be required in an emergency; and (c) Tenant shall at the end of the Term and at LanSordts request remove such lock(s) at Tenant's expense. Return of Keys. At the end of the Term, Tenant shall promptly return to Landiord all keys for the Buildi Premises, which are in possession of Tenant (4) Window Coverings. Tenant shall observe Landlord's rules with respect to maintaining uniform windows in the Premises so that the Building represents a uniform exterior appearance, and shall not install deflective film, window shades, screens, drapes, covers or other materials on or at any window in the Premises without Landlord's prior written consent. Signs. Unless otherwise expressly agreed to in writing by Landlord: (a) No signs will be allowed in any form on the exterior of the Building. With the exception of the approved exterior building signage. Interior window signs shall be permissible. (b) No signs except in uniform location and uniform style fixed by Landiord will be permitted in the public corridors or on corridor doors or entrances to Tenant's space; and (6) Repair, Maintenance, Alterations and Improvements. Tenant shall carry out Tenant's repair, maintenance, alterations and improvements in the Premises only during firms agreed to in advance by Landlord and in a manner, which will not interfere with the rights of other tenants in the Building. (7) Water Fixtures. Tenant shall not use water closets or water fixtures for any purposes for which they are not intended, nor shall water be wasted by tampering with such fixtures. Any cost or damage resulting from such misuse by Tenant shall be paid for by Tenant. (8) Damage to Premises. Except as permitted by Landlord, no tenant shall mark up, paint signs upon, cut, drill into, drive nails or screws into, or in any way mar or deface the walls, ceilings, partitions or floors of any premises or the Building. Notwithstanding the foregoing, normal picture hanging is permitted within the Premises. Any defacement, damage or injury caused by any tenant, its agents or employees shall be paid for by such tenant. (9) Prohibition Against Inflammable or Hazardous Materials. The use of oil, gas, or other inflammable liquids for any purpose is expressly prohibited. Explosives or any other article deem hazardous shall not be brought into the Building, 37 (10) Antennas and Aerials. No antenna or aerial shall be erected on the roof or exterior walls of the Building without the prior written consent of Landlord. Notwithstanding that Landlord grants its permission, Landlord reserves the right to assess a reasonable charge for such use, which charge shall be paid monthly as Additional Rent. Any antenna or aerial so installed without prior consent shall be subject to removal without notice at any time, and Tenant shall bear all costs of such removal and costs of all repairs necessitated by virtue of its attachment to the Building. (11) Personal Use of Premises. The Premises shall not be used or permitted to be used for residential, lodging or sleeping purposes or for the storage of personal effects or property not required for business purposes. (12) Heavy Articles. Tenant shall not place in or move about the Premises, without Landlord's prior written consent, any safe or other heavy article which in Landlord's reasonable opinion may damage the Building and Landlord may designate the location of any heavy articles in the Premises. (13) :icycles, Animals. Tenant shall not bring any animals or birds into the Building, and shall not permit bicycles or other vehicles inside or on the sidewalks outside the Building except in areas designated from time to time by Landlord for such purposes. (14) Deliveries. Tenant shall ensure that deliveries of materials and supplies to the Premises are made through such entrances, as may from time to time be designated by Landlord, and shall promptly pay or cause to be paid to Landlord the cost of repairing any damage in or to the Building caused by any person making such deliveries. Tenant is expressly permitted to take deliveries through the rear of the Premises and from time to time if necessary, to park delivery trucks to the rear or South side of the premises and take deliveries through the front door of the Premises. (15) Furniture and Equipment. Tenant shall ensure that furniture and equipment being moved into or out of the Premises is moved through such entrances and at such times as may from time to time be designated by Landlord, and by movers or a moving company approved by Landlord, and shall promptly pay or cause to be paid to Landlord the cost of repairing any damage in or to the Building caused thereby. (16) Solicitations. Landlord reserves the right to restrict or prohibit canvassing, soliciting or peddling in the Building. (17) Food and Beverage. Only persons approved from time to time by Landlord may prepare, solicit orders for, sell, serve or distribute foods or beverages in the Building, or use the common areas for any such pu ose. Except with Landlord's prior written consent and in accordance with arrangements approved by Landlord, Tenant shall not permit on the premises the use of equipment for dispensing food or beverages or for the preparation, solicitation of orders for, sale, serving or distribution of food or beverages. Landlord recognizes that Tenant may from time-to-time provide food for specific promotional purposes and approval will not be required. Landlord recognizes that Tenant may from time-to-time provide wine or other beverages for tasting to customers and approval will not be ri uired. (18) Refuse. Tenant shall place all refuse in proper receptacles provided by Tenant at its expense in the Premises o receptacles (if any) provided by Landlord for the Building, and shall keep the Building free of all refuse. (19) Obstruction. Tenant shall not obstruct or place anything in or on the sidewalks or driveways outside the Building or in the common areas of the Building, or use such locations for any purpose except access to and exit from the Premises without Landlord's prior written consent. Landlord may remove at Tenant's expense any such obstruction or thing (unauthorized by Landlord) without notice or obligation to Tenant. (20) Dangerous or Immoral Activities. Tenant shall not make any use of the Premises, which involve injury to any person, nor shall the same be used for any immoral purpose, (21) Proper Conduct. Tenant shall not conduct itself in any manner which is inconsistent with the character of the Building as a quality historic building or which will impair the comfort and convenience of other tenants in the Building. (22) Employees, Agents and Invitees. In these Rules and Regulations, "Tenant" includes the employees, agents, invitees and licensees of Tenant and others permitted by Tenant to use or occupy the Premises. (23) Outside Sales and Storage. No tenant may display or offer for sale any merchandise, nor allow carts, portable signs or devices, or any other objects to be stored or to remain outside the defined exterior walls or roof and permanent 38 the danger of doorways of its premises. All sidewalks, entryways, and common areas shall remain unobstructed, and shall used only for ingress and egress from the Premises and the Building. (24) Parking Lot Solicitation. No tenant may solicit in any mamier in any of the automobile parking, sidewalk, or other common areas of the Building. (25) Deliveries. All deliveries, loading and unloading shall be accomplished by use of entryways other than the entryway commonly used by Tenant's customers except as provided for elsewhere in this lease. In no event shall delivery trucks or other vehicles servicing the Building be allowed to park or remain in front of the Building between the hours of 10:00 a.m. and 9:00 p.m. of each day. (26) Hours of Operation. Each tenant shall open its premises for business to the general public no later than 10:00 a.m. and continuously remain open for business throughout the day until at least 6:00 p.m., Monday through Saturday, or during such other reasonable hours and days as are established by the merchants association, if any, provided that such hours and days are not in violation or any applicable law, rule, regulation, or ordinance. No tenant shall use any space within its premises to serve any business taking place at other locations. All tenants shall warehouse, store or stock in their premises only such goods and merchandise as are reasonably required for sale at, in or from the Premises. (27) Parking (a) Parking areas shall be used only for parking vehicles no larger than full size passenger automobiles herein called "Permitted Size Vehicles." Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles." (b) Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord (if any) for such activities. (c) Parking stickers or identification devices shall be the property of Landlord and shall be returned to Landlord by the holder thereof upon termination of the holder's parking privileges. Tenant will y such replacement charge as is reasonably established by Landlord for the loss of such devices. (d) Parking stickers or identification devices must be clearly displayed at all times. (e) Landlord reserves the right to relocate all or a part of parking spaces within the parking facilities serving the Building or to a reasonably adjacent off site locations(s), and to reasonably allocate them between compact and standard size s ces, as long as the same complies with applicable laws, ordinances and regulations. (f) Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking. Users shall not park many space designated as "Handicapped," "Visitors Only," or any s ces(s) other than the space(s) assigned or designated for Tenant's use. 39 (g) Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Landlord will not be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area (h) The parking facilities serving the Building shall be used only for daily (short term) parking purposes, and shall not be used for overnight or long term parking or storage of vehicles. Any vehicle remaining in a parking space for more than seventy-two (72) hours shall be deemed abandoned any may be towed at its owner's expense. The maintenance, washing, waxing or cleaning of vehicles in the parking facilities is prohibited. (i) Tenant shall provide such information concerning vehicle ownership and identification as may be reasonably required by Landlord in the management of the parking facilities, including make, model, year, owners' name, and tag =Tiber of vehicles, which will be parked in the spaces assigned to Tenant. Tenant agrees to notify Landlord (or its parking facilities manager) of any changes in such information as they occur. (j) Such parking use as is herein provided is intended merely as a license only and no bailment is intended or shall be created hereby. (k) Tenant shall be responsible for seeing that all its employees, agents and invitees comply with the applicable parking rules, regulations, laws and agreements. Landlord reserves the right to refuse (or revoke) the issuance of monthly identification devices to any person or entity who willfully refuses to comply with the applicable rules, regulations, laws and/or agreements governing parking. Landlord further reserves the right to ticket or fine violators or tow vehicles parked in violation of these parking rules and regulations. (28) No Smoking. The Building is a no-smoking building. Accordingly, Tenant shall not permit its agents, employees, contractors, guests or invitees to smoke within the Building, on its grounds, or any of its entrances, corridors, stairwells, restrooms, sidewalks, parking areas, planting areas, paved areas or other areas. Smoking shall only be permitted in those areas specifically designated by Landlord from time to time." Tenant may be assessed a $50.00 fee for each violation of the foregoing rule, which fee shall be deemed Additional Rent and be partial compensation for Landlord's increased administrative, cleaning and insurance costs, 40 1. Prohibited Uses No part of the shopping center shall be devoted to the use or operation of any entertainment or recreational facility. "Entertainment or recreational facility" includes, without limitation, a theater, carnival, bowling alley, skating rink, amusement center, electronic or mechanical games arcade, pool or billiard hall, betting parlor, bingo parlor, massage parlor, pornographic shop, adult book store, nightclub, dance hall, tavern, cocktail lounge, any facility for the on-premises consumption of alcoholic beverages except as an incidental part of the operation of a Liquor Store, No part of the shopping center within three hundred feet (300') of any exterior building wall of any Lot 2 (Safeway parcel) building shall be devoted to the use or operation of any restaurant (take-out, fast-food or sit-down). No part of the shopping center shall be devoted to the use or operation of any training or educational facility. "Training or educational facility" includes, without limitation, a beauty school, barber college, place of instruction, or any other operation catering primarily to students or trainees rather than to customers, but excludes employee training by owners or owner's tenants incidental to the conduct of their businesses within the shopping center. 2. Exclusive Use EXIIEBIT G SPECIAL PROVISIONS Except as provided in the Declaration of Easements, the store on Lot 2 (Safeway parcel) shall have the sole and exclusive right to: (i) sell food for off-premises consumption; (ii) sell merchandise which, under the laws of the State of Colorado, is required to be dispensed by or under the supervision of a registered or licensed pharmacist ("prescription pharmacy merchandise"); and (iii) sell pet foods. Stores in the shopping center other than the store on Lot 2 may devote up to, but not more than, the lesser of (a) one thousand five hundred (1,500) square feet of sales area (including aisle space adjacent thereto), or (b) sales area (including aisle space adjacent thereto) of up to ten percent (10%) of the total square footage of the store, to the sale of food for off-premises consmnption. However, the terms of the Declaration of Easements shall not be deemed to prohibit a restaurant from selling food prepared on-premises for off-premises consumption, subject, however, to the provisions of the Declaration of Easements. Spirits, wine, cigars, miscellaneous liquor related food items, and beer are not defined as food for the purposes of these special provisions. The restriction against the sale of food for off-premises consumption and pet foods shall terminate and be of no further force or effect if a grocery supermarket of at least 45,000 square feet in size is not operated on Lot 2 for a continuous period of six (6) months or more, for any reason other than (1) a strike, lockout or other labor difficulty, fire or other casualty, condemnation, war, riot, insurrection, act of God, the requirements of any local, state or federal law, rule, regulation, or any other reason beyond the reasonable control of the owner or occupant of Lot 2 (other than financial) or (ii) temporary closure due to the restoration, reconstruction, expansion, alternation or remodeling of any buildings or improvements located in the shopping center. Furthermore, the restriction against the sale of prescription pharmacy merchandise shall terminate and be of no further force or effect if prescription pharmacy merchandise is not sold from Lot 2 for any reason other than those set forth in (i) and (ii) of the previous sentence, or if, at any time after prescription pharmacy merchandise is not sold from Lot 2 for a continuous period of six (6) months or more for any reasons other than those set forth in (i) and (ii) of the previous sentence. The provisions are for the benefit of Lot 2 and exclusive use may be enforced pursuant to the provisions of Article 15 of the Declaration of Easements only by the owner of Lot 2. 41 Lease Termination by Tenant a If Colorado State Liquor Laws change during the term of this lease in such a fashion as to permit Safeway or any other grocery or convenience store within two (2) miles of the premises to sell packaged alcoholic beverages other than 12 beer, Tenant shall have the right to terminate this Lease without damages ninety (90) days after notifying the landlord in writing of its intent to terminate. If the Safeway stone ceases to operate in the shopping center, Tenant shall have the right to terminate this Lease without damages ninety (90) days after notifying the landlord in writing of its intent to terminate. Exclusive product distribution. Landlord agrees that Tenant shall have the exclusive right to sell packaged alcoholic beverages within the shopping center with the exception of sales of 3.2 beers by Safeway. Signage exceptions Tenant shall be entitled to post temporary sale banners from time to time without prior consent of Landlord In addition, Tenant shall be entitled to display customary Liquor Store signage either lighted or not inside the Premises and inside the Premises windows as long as the signage is in compliance with the Town of Fraser sign code. Conditions negating the terms of this lease. Landlord agrees that in the event of the occurrence of any of the following, the terms and provisions f this lease will become mill and void: Inability of the Tenant to secure the appropriate approvals from State and or local governments for the relocation of their existing liquor license to the Premises, The inability of the Tenant to terminate its existing lease in the Fraser Valley Shopping Center at 535 Zerex Street, unit C-201,Fraser, Colorado on or before March 2012 without penalty, cost, or liability of any kind to Bottle Pass Liquors, Inc or its owners. 42 1. Renewal Option(s). EXfl IT fl TENANT OPTIONS As additional consideration for the execution of this Lease, the Landlord grants to Tenant two (2) separate option(s) to extend the term of this Lease for two (2) separate additional sixty (60)-month period(s) upon the same terms and conditions herein contained, except for the extension option granted herein, so long as Tenant shall have fulfilled completely and timely all of the terms and conditions of this Lease; provided, however, that the Minimum Rent shall be equal to the Prevailing Market Rental Rate, as defined below. If Tenant elects to exercise an option hereunder, it shall do so by giving Landlord written notice ("Renewal Notice") of such election at least three (3) months prior to the beginning of the additional period for which the term hereof is to be extended by the exercise of such option. Provided Tenant gives such notice, and provided that Tenant has fulfilled completely and timely all the terms and conditions of this Lease, the term of this Lease shall be automatically extended for the additional period of years covered by the option so exercised without execution of an extension or renewal lease. The failure of Tenant to exercise its option for any additional period shall conclusively waive its option for subsequent additional periods, if any. No later than ten (10) days following Landlord's receipt of the Renewal Notice, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the Market Rental Rate applicable to the Premises as of the date Landlord receives the Renewal Notice, If Landlord and Tenant have not agreed upon the Market Rental Rate applicable to the Premises within such (10) day period, then Landlord and Tenant shall attempt to agree, in good faith, upon a single broker not later than fifteen (15) days following Landlord's receipt of the Renewal Notice who shall determine the Market Rental Rate for the Prernises. If Landlord and Tenant are unable to a ee upon a single broker within such time period, then Landlord and Tenant shall each appoint one broker not later than twenty (20) days following Landlord's receipt of the Renewal Notice. Not later than twenty-five (25) days following Landlord's receipt of the Renewal Notice, the two appointed brokers shall appoint a third broker. If either Landlord or Tenant fails to appoint a broker within the prescribed time period, the single broker appointed shall determine the Market Rental Rate. If both parties fail to appoint brokers within the prescribed time periods, then the first broker thereafter selected by a party shall determine the Market Rental Rate. If a single broker is chosen, then such broker shall determine the Market Rental Rate applicable to the Premises. Otherwise, the Market Rental Rate shall be the arithmetic average of two (2) of the three (3) a iraisais, which are the closest in amount, and the third appraisal shall be disregarded. Landlord and Tenant shall instruct the brokers to complete their determination of the Market Rental Rate not later than forty (40) days following Landlord's receipt of the Renewal Notice. Each party shall bear the costs of its own broker, and the parties shall share equally the cost of the single or third broker if applicable. Each broker shall have at least five (5) years' experience in the leasing of retail space in the market in which the Building is located and shall be a licensed real estate broker. The term "Market Rental Rate" per square foot of area shall mean the annual rate of Minimum Rent reasonably determined to be the prevailing market rental rate in the market in which the Building is located, as determined by Landlord, for comparable retail space for terms commencing on or about the Renewal Commencement Date and shall take into its consideration (i) the duration of the term for which such space is being leased, (ii) location within the applicable building, (iii) when the applicable rate first becomes effective, (iv) other concessions customarily given to other tenants including, without limitation, rent abatement and tenant improvement allowances, but assuming the leasing of the space "as is" on the Renewal Commencement Date, and (v) other comparable factors. Bona fide written offers to lease comparable space in the Building received by Landlord from third parties (at arm's length) and consummated between Landlord and such third party within six (6) months prior to the date of the Renewal Notice may be used by Landlord or Tenant as an indication of the Market Rental Rate. The components of the Market Rental Rate may include, among other items, the components of rent, periodic adjustments or additions to a fixed Minimum Rent based upon a share of real estate taxes and other expenses and increases to adjust for inflation then customary in the geographic area in which the Building is located. Tenant acknowledges and agrees that the extension option(s) shall be deemed personal to Tenant and if Tenant subleases, assigns or otherwise transfers any interests hereunder to any person or entity prior to the exercise of the extension option(s), the extension option(s) shall lapse and be forever waived. 43 Exhibit D: Exhibit E: Exhibit F Exhibil G: Exhibit Exhibit TENANT; Landlord's Specifications Work Letter Rules and Regulations Special Provisions Tenant Options Personal Gummy By. Name: Tile. 27 LANDLORD: Fraser Mar1(etp LLC, A Colorado limited Liabilit Company By; Name: Wes Becker Title:Manager 0447 "9'224,‘ 9422* 2 Pogo aaliC04130 of Riv 'ExuE UtiaLUR 041 00a,,IALKT Droluo,* 'tfo,i*vr.12 -(741, KTO twc ,50,.W11:6-2167 PERMIT APPLICATION AND REPORT OF CHANGES RENT LICENSE NUMER _ L LL ANSWE S MUS B P NTED Ett I. ACK INK LOCAL LICENSE FEE S CANT SH tDO TAMA C goal entemion iNtuoritip v , Lxitrwitge "'"---- 4441417N3 bOT ILE PASS ClartiOrts FOR DENA trogItN1 CA*, ININermA RPITLE PASS LiQUORS iNc, Sal xStiLA ST, SIP A- - iu P (...J X 621 PRAStri oxyrity, GR 1 'ErLt C,T THE A P1-4POPRIATE CI1ON BELOW AND FLIROCEED TO THE INSTRUCTIONS ON PAGE Socticun A - MA ager resIchartge Si/otion C 1 • '.,co No. 20424 1, 2 I CAGNIstd eXtrl,.$75.03 2 unq r (ravemS_,, '0 FEE 223°4" 2280444 pettlefa 3 Dulgtfieate Lieema Littu(x License NO, 27400 MM fl ),41 1 te Lic*rne 550.0U 0 NOT WRITE IN T - riTtfar 11":,i4:L11F,D SPACE — FO N wv C5arge teT, Huse POTTITil f44 1 4L Per" Pk 50 OD u .1_," Change LocaNan Peorgot - 15D.00 0 allgeg, Alter tair kleidity P " Rate liF5 SO xi Tut Fee TMENT OF REVS UE USE ONLY nr.14 L, Tj TITO 0,g02.Arigre'.: Via Cflea, k. TilUrelluti,htuegGratc" 2crukrioiraiT2,,iiiamv r s.TATI• NITO AW21■21 irmiha &MM. m'T.e74, mem Cn 4PTPT '7"4"iPeTTTA, 'OVA wdgi par otersfi Tom dAiRit RuluOimoi TOTAL 4505 ) inn to t.:4,,1 4 ,5,01r,usiuFe^mrailki0,9 TO di, Li t 1:17.42472N'oT: tug' .9")n,21;*1 2722252k221 Amu. Du_ -- __Lii.it?,,,,,Tpzillay,44,0,:irotv TrJ& mar fr* *roue, 't1 .40uudiruroklulity u. Sir,44 itrirw,d4te ;! INSTRUCTION S EET 81, Rot ,114.8eCT T QL,1 ,J 4 ,CCATED Ors, PAGE fl Section A To RtVistor or Ca og •Manage , cheek the a roprtate box ih nfit and tompt4 8 on - e 4, Pro to Oath Of,Apt for signetuee (Please nOtei Hotel, ktettaurant, •and 'Pavans licensees are moulted to rept ler their managers). 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(Liquor Stores) ales " ittifteit NNW Pent* Addrome u tet/ ge ptitritat 0 ranch Hati Peered math a deed" ie-Sre rerfaii agreement for the storage pr tises Mach a fclielaidisd ilagr= 'i, Ihe Mirage premises ad, ma mum. morarnm.,mMotomf nentea mown mvetwe wen. wommomm nowernov Ci n it/r T Corporration flCMng fTr o rrte .1' DEA only FICorpor . te Name Change ftNtt A the foe -mg sup ,eg decorcems) / tale 0 Amen(' et filed wim tha Smelaro r stare or 2 Sta ment of Cti: 'rigs fled .with IJ Gm /elegy et FI prod 3. Minutes of Cm at m Lanced Liability mb 4 'tong, Partnamtep a meat ; rade tame rade - .nd of Lac af 171 NOTE TO NETAIL EICENSEE Ao NA to du r 8 usuri tau may a thw ti bin the same juristiction otigittat lit 411 Waif to a a iMAI4 vekth Vik y (U1 400 Gate til with Lotal PAKorite te) Addeese dart ant pr mess izimmmiLlitti,IL citYJERior$Eit* Address rY° oposed N PrerrOses pre ises by the kens Afffif6 IthilLth4,EakitiaNAM,ELS,,,,A,C41.04,57mat_ROML , r41:1 t 5750 it010 ThPitig ; that ars Wawa Pursuant tts 1 isij be st, t ttcaofto py if th deed Dr NeRse that estat she; ,Doss DTI e Cay 40 NA W nT.' ding ddr fapphcabl. Addoa,as soimEmamya. fd) AttraOh f,l'oetalreid IliaWaril If OM. .,prernites shrowing wieiere the 2,xrlyal hevernes will be to possessed car asurried iriAdliztht —.1orlert WW1 t4 foON141;1' Unit* , semed„ 114 134-42 A.2444.1 Pi14 0 -3 Let 5 0 0, ce o 09 0 1.19 Lay w b. Change rof menage ro to Register the litatrOjer of a Tavern cr H,Del and Ant rquor tioense, i.a) .Ctrainge &Ma .r {ado .4O4-Li 1 .ramrri c Fr':,irrner mat,sr4-44.s r,eatt.- . . Nfiw 7riarkager's. mama :1 Liate of Eznpioyrrient Fila$ manage.' ever nvinfb,w1. IqUor .1retlited 0..tiat3ishrnent7, Trr f."1 17:tleS Prtili140(ri haVE: firsAnC:ai E.nterest .n r' r icleri-p,e 1 t 11 yes, give rkifile and li.A.;ation u!' .S''.7n:-L1-i` &Modification of Vrre OS. A.ddilitiri of an Von 1 • • :i . r f RFLatied Facility ri,00.0LOP:IK 1ii WlI cre A,1,1 i e.Nler FtrkT■VS1 PTTIHNV, 1011FLAPProyed trY 5'1:01-t" 'Jesonte chatge procosed uturlIfitation Is temporary, voher wig ',he mtvkdrvi4ear) End ; 1 y NrYir NO VC- IL- L TOTAL 5TATE iosipoRARy utoOtficAlk,\N IS latti,Lat ci Mil the proposed change fenji in try ■ir-f5rIeL rtemises ncyAr being ;ocated within sur,) feet of arvy ptibt r :74 pr:iyate ativ.HA th.J1 irocb; f,a:mpi..d;ory 7, lion r?-_ iiiiremems of Colorado Law, to the prinkripal camp,* xiIUy, univt,i.foiry Or sr-171:51:n 7' (If yt,S, enitairr det anc lescnbe F triat „„.„.„ .. Yes I I ND r tl1e prps)44x1 dance t;omphairroe +At:IL kc.d LutlOing aria zoning `‘.13.1/21.0 .Tfes 1.1 ND Fl If this modify:alien is. fee an etai Hr and Restaurant Optional Prerre..e (sr lia,knO GotriPJfew Refratiwri FarIlry, 1-;:e; the local authority autborizel1 rirp, reso■uton cfc::-IginCt:i th! =7,7 r optiona: premises? Ye5 r F)L. ifl Attach rl diagrarri Hrr, r p~r7.mites and a ‘14.15t:17. CA itr:-1 prnpOSed Changes for the !lir:: 9E AttliCtt ttny existing le.ase that IS reviae!' • • 50111441W1, OA " . A LI ANT or',.16..- ourial,-,. •7.,f p.2.1.0,-). n be se :•.:1.,.,k1 d■=.•,)rt---t-! '...1.1...A, • t.kilyt rf.:-.0,1 r-.4l. :',C1"2.n .? .or-:-:an aid at; there c•. arL:, thar. 3,11;.rti•-.4n !r....ron it: !r...le, L.-3.1 ari.n czwrolele r: th e he oi rie '.rinw>e:-rt 4 V 1 L r 4 . P SIDENr - ' -, r"-- t „,- i (., 6 1. ■ PI . REPORT AND APPROVAL OF 1_01AL LICENSING AUTHORJTY (Cure e COUNTY) rejf-i-i apC:r: Pr1,5_:*1 hs L ."he erieii cr,it.11 ii id F:i or of 0.-,0 d- roPprr Lh-g n frit p T ti 2. /1 C.r: C.5 4 3 Win 4 , 1.;:. 'TleTtir.-r! THEP, E FORE, THIS APPLICATION 15 APPROVED. L.L.c.a4 Liwr...cetg C)...ti*D1(\ 51;0714-ftr, el• Ctif , (s 1 , c) I d.2 REPORT OF STATE LCEN3IN G AUTHORITY -;ed wilt f!linc_.; recurermerY; :A htfl 7 Ar10-Ir•4 -- arc! PETITION I. the undersigned, represent that I am an adult at least twenty one (21) years of age. I am Irving and 1 or snopping in tne neignoornood Impacted dy the application tor tne relocation of the Iiquor liscense by Bottle Pass Liquors, Inc. to be relocated next to Safeway in Fraser. By my signature below I am stating that I believe the needs and desires of the community are positively impacted if this Iiscense relocation is approved. I ask the Fraser town council to approve the application for the Iiquor license relocation. PHYSICAL ADDRESS Do you want Boole Pass Liquors ,A'©DRESS to relocate (PLEASE NO P.O. BOXES) Yes No iff") PETITION I the undersigned, represent that 1 am an adult at least twenty one (21) years ot age. am hying and 1 or snooping in the neignoorhooa impacted oy me application for me reiocation of the liquor liscense by Bottle Pass Liquors, Inc. to be relocated next to Safeway in Fraser. By my signature below 1 am stating that 1 believe the needs and desires of the community are positively impacted if this liscense relocation Is approved. I ask the Fraser town council to approve the application for the liquor license relocation. 1. • )6 e ° y PHYSICAL ADDRESS ADDRESS 1PLEASE NO P.O. BOXES1 ..":79>) Jed bri//' -551/1-„," e- Do you want Bottle Pass Liquors to relocate Yes No L /-liTiT 79 et' (4. dli(Locq-Cutki1aa:,6febily JT "—‹ r, 6 FA", ("L- fiLip 1427'' 0"(72, ry" ) - e r AYi - 41 'to 0/1/4 /7 ,5;71-- (74, c-27-6 kR ("an 4 • •• vt ( ct, ,fe; L 2 I 8 'rc t7; fv1 11 ,,,,r,- (4'1,1 ( 61.4:ye_ h .5.":(A2Z- iv, ( 0 SOL4 Li 1,-. 3i 1e dc. Cc (4LJ v, q2-) ( ict cY /0 0 it-req1bL Ari'ci--xn fo,==',e",7 6/11 PETITION 1 the undersigned, represent that l am an adult at least twenty one (21) years of age. 1 am living and 1 or snopping in the neignoornooa impacted lay the appuicattton for the relocation of the liquor Iiscense by Bottle Pass Liquors, Inc. to be relocated next to Safeway in Fraser. By my signature below I am stating that I believe the needs and desires of the community are positively impacted if this Ilscense relocation is approved. I ask the Fraser town council to approve the application for the liquor license relocation. PHYSICAL ADDRESS ADORES (PLEASE NO P.Q. B©XESI Do you want Bottle Pass Liquors t° relocatg No PETITION 1 the undersigned, represent that i am an adult at least twenty one (21) years of age. I am living and 1 or snopping in tne neignoornooa impacted oy tne application for trie relocation of the liquor liscense by Bottle Pass Liquors, Inc. to be relocated next to Safeway in Fraser. By my signature below I am stating that 1 believe the needs and desires of the community are positively impacted if this liscense relocation is approved. I ask the Fraser town council to approve the application for the liquor license relocation. NAME PHYSICAL ADDRESS ADDRESS, (PLEASE NO P.O. BOXES, Do you want Bottle Pass Liquors to relocate Yes No A II ALA aistwAIPIPAINfriefilnlaillilliffir~91T1711111. Ap Aer.- I ME 6 frowcomi -e-914, Di Tutvvq-s4 Lc) 3 ( Cfg 7177e:0 4J d AirkillirPP#7 7 dellt9Vir!til! iei 'Aim% ,10.1 44. 7t4 cr 1t1vr4k4 � e097 cc( •:),--z-z-z, C4-4' 6 S( v< koik• 3x) /jet> Lick, / 61 A 114/694-1,1 P kv 7J24,rN 5-op L., 16 7;4 4730) ,;vo e;d1 PETITION 1 the undersigned, represent that I am an adult at least twenty one (21) years of age. I am iwing and or snapping in the neignhornood impacted Dy tne application tor tne relocation of the liquor liscense by Bottle Pass Liquors, Inc. to be relocated next to Safeway in Fraser. By my signature below I am stating that I believe the needs and desires of the community are positively impacted if this liscense relocation is approved, 1 ask the Fraser town council to approve the application for the liquor license relocation. NAME PHYSICAL ADDRESS ADDRESS LPLEASE NO P.O. BOXES) Do you want Bottle Pass liquors to relocate Yes No L ° g Ncia • 1c 1M 0 IMIIIIIIMENI wte 111M1111 Among 171111111111111 1111MBEI IOWA' lielvd.1111111 „. 111111MININ op NEM. '444. , 111L41.4 IA* V: 6.14 MUM IMMO OMMIMMEM Alrillill1111MIMINMINIS MEIN OM. ISMIMPAti"liginli 1 * 11111MIN LOc“2" (.) Met Ad Name: 7642846A Customer: TOWN OF FRASER Your account number is: 1095750 MUDDLE PAW( , PROOF OF PUBLICATION MIDDLE PARK TIMES 1, Matt Sandberg, do solemnly swear that I am the publisher of the Middle Park Times, that the same is a weekly newspaper printed, in whole or in-part, and published in the County of Grand, State of Colorado, and has a general circulation therein; that said newspaper has been published continuously and interruptedly in said County of Grand for a period of more than fifty-two consecutive weeks next prior to the first publication of the annexed legal notice or advertisement, that said newspaper has been admitted to the United States mail as second-class matter under the provisions of the act of March 3, 1879, or any amendment thereof, and that said newspaper is a weekly newspaper duly qualified for publishing legal notices and advertisements within the meaning of the laws of the State of Colorado. That the annexed legal notice or advertisement was published in the regular and entire issue of every number of said daily newspaper for the period of 1 consecutive insertions; and that the first publication of said notice was in the issue of said newspaper dated 3/8/2012 and that the last publication of said notice was dated 3/8/2012 in the issue of said newspaper. In witness whereof, I have here unto set my hand this day, 03/13/2012. Matt Sandberg Publisher Subscribed and sworn to before me, a notary public in and for the County of Eagle, State of Colorado this day 03/13/2012. Pamela J. Schultz, otary Public My Commission expires: November 1, 2015 PAMELA J SCRULTZ Alcftry p dijk Silts o GolorAdo No. NOTICE OF PUBLIC HEARING Please take notice that Bottle Pass Liquors Inc., P.O. Box 621, Fraser, CO 80442, on the of 14th of February, 2012, made application to the Town of Fraser for e Change of Location to an existing Re- tail Liquor Store License-Mall, Vinous, and Spiritu- ous pursuant to the Colorado Liquor Code. The names and addresses of the officers of the Corporation are as follows: President:Ft chard Bennett 366 County Road 508, Fraser, CO B0442 Treasurer: Michael LaPonle 171 tiocking Glass Lane, Eraser, CO 80442 The application requesting a Change of Location for an existtng Retail Liquor Store lincense-Malt Vi- nous, and Spirituous In the name c4 Bottle Pass Li- quors Inc. is to be relocated to the following de- scribed properly in the County ot Grand, Slate of Colorado to wit: Units -IA Fraser Markel Place 48 County Road 604 Fraser, Colorado 80442 The Fraser Board ol Trustees, acting as the local liquor licensing authority will hold a public hearing on sad ,application on Wednesday March 21, 2012 at 7:00 p.m, In the Fraser Town Hall Board Room„ located at 153 Fraser Avenue, Fraser, Colorado. Petitions 04 remonstrations may be filed by tor- warding them to the Fraser Town Clerk, P. O. Box 370, Fraser, CO 80442. Published by order of the Fraser Town Clerk this 518 day of March, 2012. Published in the Middle Park Times. /5/ Lu Berger, Town Clerk. Publication: March 8, 2012 Published in the Middle Park Times March 8,2012. (7642646) Clerks Bottle Pass Liquors, Inc. Briefing April 18, 2012 On this week’s agenda we have Bottle Pass Liquors, Inc. (the Applicant) Change of Location Application. They are requesting the Local Licensing Authority grant them permission to move their store into the space currently occupied by Wild West in the Safeway complex. Included are copies of the documents submitted with the application. PLEASE NOTE: Per CRS 12-47-301 (2)(a) the needs and desires of the neighborhood may be evidenced by petitions, remonstrations or otherwise. The Applicant has chosen to submit petitions to demonstrate needs and desires as addressed above. Only the signatures of the residents of the neighborhood can be considered. The area, as determined by Fraser, to be the “neighborhood” for the liquor licensing process is the Fraser Valley Metropolitan Recreation District boundaries. In order for the Local Licensing Authority to consider the needs and desires of the neighborhood a petition should, at minimum, contain the following: Printed name and signature Complete physical address within the boundaries outlined by the Town; Street o Town/zip code o The ability to answer yes or no to the request before the Authority. A circulator’s affidavit accompanying the petition is encouraged. Upon receipt of the first petition, I reviewed with the Applicant the types of criteria the Authority can consider when making their decisions. I have highlighted the signatures that meet the requirements listed above. A resolution is in your packet, should you decide to grant approval to Bottle Pass Liquors request to change their location. If you have any questions on this application or the hearing process in general, please feel free to contact me as soon as possible before the meeting. If you have any questions, please give me a call. Lu RETAIL EASE S C:1Users \Sans yDo a entslFraser l' ark ketpl'ace k3attle Pass Liquors Retail Lease version 5 1- 17- 12.docx ARTICLE TABLE OF CONTENTS Page NT COMMENCEMENT DATE; RENT ..~.~~~00~~.~••••~~..~.~~.~~~~ SECTION 1.01 RENT COMMENCEMENT DATE.. .1 .1 SECTION 1.03 MINIMUM RENT SECTION l.0% TENANT ACCEPTANCE LETTER 1 SECTION 1.04 ADDITIONAL RENT SECTION 1 05 USE SECTION 1.06 RADIUS RESTRICTION 2 ARTICLE 2 ALTERATIONS AND AiDDITIONS SECTION 2.01 DELAYED POSSESSION. .2 SECTION 2 02 LANDLORD'S WORK Section 2.03 Tenant's Work 3 ARTICLE 3 OPERATING EXPENSES SECTION 3.01 ADDITIONAL RENT SECTION 3.03 EXPENSE PASS THROUGH SECTION I&3 PRO RATA SHARE. SECTION l04 ESTIMATES AND PAYMENTS SECTION 3.05 EXTRA CHARGES (A) Taxes __..---_--_._-...~.-~.-_--.--____--__-_._.---..---__..~--_.-_4 03D Insurance. .-_--._.~__-_~...--..__-_.-.~..~~~._--~-~_-_____-_~.-__--_-_.--._~..4 (C) Common Area Maintenance Costs .--.__.-.._.....--_---_-_-_--_----_-.-__-..-----'5 (D) Other Maintenance Costs 6 ARTICLE 4 TENANT SECTION 4.0lCARE OF PREMISES SECTION 4.02 COMPLIANCE wrn H LAW 6 SECTION 4.03 TENANT'S INSURANCE _--_-_---_-_._.___.--....-.~._..-------._.._.--__-_b SECTION 4.04 INDEMNITY SECTION 4 05 UTILITIES 8 SECTION 4.07 LIENS. SECTION 4.08 SECURITY DEPOSIT. SECTION 4.09 SmaNS. SECTION 4.10 SURRENDER SECTION 4.11 TELEPHONE SERVICE SECTION 4.12 OPERATION OF PREMISES ..9 ARTICLE 5 AND R0GHTS~.~~~~.~-�~. 1� SECTION 5.01 QUIET ENJOYMENT AND SUBORDINATION .10 SECTION 5.02 LANDLORD'S SERVICES __-_----__---_-..-._-..~._-.-_-_.._._--_.-_~.._.......lI (C) Limitations _.---_-_---------_--------_--__.--.__--....._-.~.--........_.-lJ SECTION 5.03 ALTERATIONS BY LANDLORD SECTION 5.04 ENTRY BY LANDLORD .13 ARTICLE 6 GENERAL PROVISIONS SECTION 1l)l PARKING .._..-._._----__-_-__.----..-____-_--_..'_.---_.__---_.,l3 SECTION 6.0I ASSIGNMENT AND SUBLETTING -_-_----_-__--__-__--____--_-_.-_-_-l3 SECTION 6,03 EMINENT DOMAIN. SECTION 6.04 EVENTS OF DEFAULT. .15 i SECTION 6.05 REMEDIES OF DEFAULT .............x,.. ».x,,x.x 16. SECTION 6.06 DAMAGE BY FIRE OR OTHER CASUALTY ...x.,.....x.x...r,.....,... ,17 SECTION 6.07 LANDLORD'S LIEN AND SECURITY INTEREST .w,.....w w..,.x .18 SECTION 6.08 SUBROGATION., ARTICLE 7 MISCELLANEOUS R V I ...w »..r..,. .18 ..19' SECTION 7,01 ADMINISTRATIVE SERVICE CHARGES AND LATE CHARGES w.... 19 SECTION 7.02 HOLDING OVER ...x .xw...... ...,.ww.. w.....,x 19 SECTION 7.03 MEASUREMENT AND SQUARE FOOTAGE 19 SECTION 7.04 TENANT'S DUE DILIGENCE x,.....x.x.......w 19' SECTION 7.05 NOTICES 20 SECTION 7.06 AUTHORITY OF TENANT.... SECTION 7.07 NOT USED,..... ERROR! B O M NOT DEFINED. SECTION 7.08 VENUE......,.. ,x..xxx.20 SECTION 7.09 AUTHORITIES FOR ACTION 20 SECTION 7.10 BROKERAGE 20 SECTION 7.11 DEFINITION OF LANDLORD x 20 SECTION 7.12 ENTIRE AGREEMENT 21. SECTION 7.13 JURY TRIAL WAIVER 21 SECTION 7.14 FORCE MAJEURE...,, ..............x.,.x 21 SECTION 7.15 SEVERABILITY 21 SECTION 7.16 No SET OFF 21. SECTION 7.18 NAME OF BUILDING.. x, x ..,w ,....,,,.x... ...w..x..x.....x..21 SECTION 7.19 SUCCESSORS BOUND ,x....,.r ......w ,...x.w.. ....x...r... SECTION 7.20 INTERPRETATION. .....x,...,... ,.,w....., ,....r., ...,x. ..,.r.... ..x.x. .....x.....,xwx. x.21 SECTION 7.21 JOINT' AND SEVERAL OBLIGATION 22 SECTION 7.22 TIME OF THE ESSENCE x. x 22 SECTION 7.23 EASEMENTS T SECTION 7.24 CHANGING IJSE AND ENLARGING THE BUILDING .22 SECTION 7.25 LIMITATION OF LANDLORD LIABILITY. x....... x .23 SECTION 7x26 SHORT FORM LEASE.. SECTION 7.27 ASSIGNMENT OF RENTS, LEASES x.x.,.. .23 SECTION 7,28 INTENT OF THE PARTIES NET LEASE 23 SECTION 7.30 ENVIRONMENTAL PROVISIONS ..w....w. .,a..r.......r ,.,...w.. 23 (A) Covenants and Agreements.. ....,..,x ...x ................x. .23 (B) ENVIRONMENTAL INDEMNIFICATION x ......................w........ ...,..w., x.......,.r..r...... ..........,..,.r r... ».a...,...,..4 (C) NOTICE OF CLAIM 24 (D) Survival, SECTION 7.31 RULES AND REGULATIONS .............,...w. ....x..., ....r...,x......x,..24 SECT ION 7.32 STATUS STATEMENT.. ......,.x x x..x...... .25 SECTION 7.33 DEFINITION OF LEASE „......x. ...w ......w.. x.......w .25 Exhibit. A -1 Legal Description (Page One) Exhibit. A -2 Site Plan age Two) Exhibit A -3 Floor Plan. Exhibit B Drawings Exhibit C Tenant Acceptance Letter' Exhibit D Landlord's Specifications Exhibit E Work Letter Exhibit F Rules and Regulations Exhibit G Special Provisions Exhibit H Tenant Options FRASER MARKETPLACE Definitions and Basic Lease Terms For purposes of this Lease, the following terms shall have the meanings ascribed to them below: 1. May 1, 2012 2. Landlord and Landlord's Address for Notice: Fraser Marketplace, LLC, a Colorado limited hability cornpany C/o Wes Becker 9432 N. Motsenbocker Road Parker, CO 80134 And Martin Wohnlich 5611 Blue Sage Drive Littleton, CO 80123 3, Rent Payment Address: Fraser Marketplace, LLC, a Colorado limited liability company Cto Extreme Office Services, Sandy Walker PO Box 2002 Winter Park, CO 80482 4. Tenant and Tenant's Contact Information for Notice: Bottle Pass Liquors, Inc P.0. Box 621 Fraser, Colorado 80442 Tax Identification Number: Phone Number: 970-726-9476 5. Property: That certain real property on which the Building is iocated, as more fully described in Exhibit A-1, attached hereto and made a part hereof. 6. uilding: That certain property, building and other improvements commonly known as Fraser Marketplace located at 45 County Road 804, in the Town of Fraser, County of Grand, and State of Colorado, constructed on the Property and as shown on the Site Plan attached hereto and made a part hereof as Exhibit A-2. For purposes of this Lease, the Buildings shall be deemed to contain approximately 25,298 rentable square feet. 7. Premises: Unit No 1 A on the first floor of the Building, outlined on the floor plan shown on Exhibit A-3, containing approximately 3697 square feet. 8. Drawings: NA 9. Tenn: That period commencing on the Commencement Date and continuing for sixty (60) full months after the first day of the first full month following the Commencement Date, unless sooner terminated as provided in this Lease. 10. Commencement Date: Two (2) days after the substantial cornpletion of dlord's Work (as defined in Section 2.02 below). The Commencement Date is May 1, 2012 Rent Commencement Date: The earliest to occur of the following dates: one (1) day following the date on which Landlord delivers possession of the Premises to Tenant or (ii) the date on which Tenant completes the Tenant Improvements described in Exhibit E. The Rent Commencement Date June 1, 2012, 12. Expiration Date: The last day of the Term of this Lease. 13. Minimum Rent: RATE PER MONTHS RENTABLE PAYMENTS SQUARE FOOT June 1, 2012 through May 31, 2013 IM per month June 1, 2013 through May 31, 2014 per month June 1., 2014 through IVIay 31, 2015 Mper month June 1, 2015 through May 31, 2016 Mper month June 1, 2016 through May31,2017 Mper month 14. Total Minimum Rent for the Term: 15. Tenant's Trade Name: Bottle Pass Liquors, Inc. 16. Use: Retail Liquor Store 17. Tenant's Pro Rata Share: 14.61% which is the quotient obtained by dividing the total number of square feet of net rentable floor area in the uilding into the total number of square feet of net rentable floor area within the Premises. 18. Security Deposit: 19. Tenant's ours of Operation: 10.00 AM through 9:00 PM Monday througli Sunday 20. Broker(s) and Address(es): Lance Gutersolm RE/MAX PEAK TO PEAK to be paid in four equal installments; June, JuIy, August September, 2012. 21. Landlord's Management Agent and Address: 22. Wes Becker 23. The Jones Realty Group 24. 475 17 Street, Suite 940 25. Denver, CO 80202 2 Or such other agent as Landlord may select from time to time. The defined terms set forth above and the Exhibits attached hereto are incorporated into and made a part of the following Lease. Each reference in this Lease to any of the defined terms shall mean the respective information above and shall be construed to incorporate all of the terms provided under the particular Lease paragraph pertaining to such information. In the event of any conflict between the defined terms and the provisions of the Lease, the latter shall control. THIS LEASE is entered into as of tbe Effective Date set forth abo (collectively referred to as "the Parties"). WITNESSETH: Subject to and upon the terms herein set forth, Landlord leases to Tenant and Tenant leases from Landlord the Premises, together with the right of nonexclusive use, in common with others, of conunon areas and facilities which may be furnished by Landlord. Rent Commencement Date; Rent Rent Commencement Date. In the event the Rent Commencement Date is a date other than the first day of a calendar month, Minimum Rent and all other charges shall be prorated for any partial month on a per diem basis and shall be due and payable on the first day of the month next following the month in which the Rent Commencement Date occurs along with all charges and payments due for such following month. Tenant Acceptance Letter. Subsequent to the Commencement Date, Landlord and Tenant shall execute a Tenant Acceptance Letter substantially in the form of Exhibit C hereto, setting forth the precise Commencement and Expiration Dates, The Parties hereto acknowledge and agree that certain obligations under various articles and sections of the Lease may commence prior to the Commencement Date, including but not limited to, Landlord's Work, hold harmless liability, and insurance, and the parties agree to be bound by any such articles or sections prior to the Commencement Date, Section 1.03 Minimum Rent Tenant shall t Landlord the Minimum Rent, without notice or demand and without set-off or deduction for any reason whatsoever, during the Term of this Lease, plus a pro-rata portion of such amount applicable to any partial month at the beginning of the Term, payable in advance on the first day of each calendar month during the Term in monthly installments as set forth in Section 14 of the Basic Lease Terms Sheet. Section 1.04 Percentage Rent. In addition to the Minimum Rent, Tenant shall pay to Landlord an annual percentage rent in a sum equivalent to the amount, if any, of eight percent (8%) of the Tenants annual sales taxable 1,..t oss receipts in excess of one million two hundred thousand dollars ($1,200,000), as define, hereinafter (the "Percentage Rent"). Tenant shall also pay one-twelfth (1/12) of the estimated Percentage Rent, owing hereunder each month as hereafter provided. Tenant's obligation to pay Percentage Rent shall survive the termination of this lease as to any such rental owing for the period prior to termination. RETAIL LEASE ARTICLE 1 1 by and between Landlord and Tenant Percentage of Rent Estimated At the end of each lease year, during the term thereof, including the first lease year, Tenant shall pay to landlord the Percentage Rent owing hereunder. In addition, commencing with the second lease year and each lease year thereafter during the term hereof and any extensions thereof, Tenant shall pay to landlord, in advance, and in equal monthly installments, one-twelfth (1/12) for the percentage Rent paid by Tenant for the inunediately preceding lease year, as an estimate of the Percentage Rent which will be due and owing by Tenant for such current Lease Year. Within (60) days following the end of each lease year during the term hereof, and any extensions thereof, Landlord and Tenant shall determine the exact amount of Percentage Rent owing by Tenant for the lease year just completed and Tenant shall pay to Landlord, or receive a credit from Landlord, as the case may be, the difference between the actual Percentage Rent owed for such period and the estimated Percentage Rent actually paid by the Tenant during such period, if any. If necessary, based upon the actual Percentage Rent owed for the lease year just complet‘i an adjustment will be made in the estimated Percentage Rent to be paid by Tenant for the succeeding lease year, as provided above. Definition of "Sales Taxable Gross Receipts". For the purpose of ascertaining Percentage Rent Due the term "sales taxable gross receipts shall be defined to mean that amount which the Tenant reports on line four (4) of the its Colorado State Sales Tax return lona DR100 defined as net taxable sales. The Tenant II keep on file all Colorado State Sales Tax returns filed during the term of this lease and will present copies of said returns to the Landlord from time to time as the Landlord requests in writing. Any information obtained by the Landlord shall be held in strict confidence except Landlord may inform the holder of any deed of trust on the Premises of the information contained in said reports. Percentage Rent Limitation. The Percentage Rent owed shall be limited to the lesser of the Percentage Rent calculated annually or an amount equal to seventeen dollars ($17.00) per square foot of the leased premises as determined on an annual basis Amounts calculated to exceed seventeen dollars ($17.00) per square foot shall be retained by the Tenant and not be considered Percentage Rent. Additional Rent. In addition to Minimum Rent, Tenant agrees to pay on the first day of each month as Additional Rent its Pro Rata Share of expenses as defined in Article 3 hereof. Tenant agrees that the amounts indicated below are the specific amounts currently due each month as Additional Rent, but that such amounts are subject to change annually as provided for within said Article. The total estimated Additional Rent for the current calendar year is estimated to be 5.25 per rentable square foot. Total Monthly Additional Rent Currently Due from Tenant $1,617.44 Use. The Premises shall be used and occupied by Tenant (and any permitted and approved subtenants and/or assignees of Tenant) only for the Use specifics in Section 17 of the Basic Lease Terms Sheet, and Tenant shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord, which may be given or withheld in Landlord's sole and absolute discretion. The Use and Tenant Trade Name are material terms of this Lease, and Landlord is materially relying on the use of the Premises in strict accordance with the Use under Tenant's Trade Name in entering into this Lease. Any change in the Use or Tenant's Trade Name at the Premises may only occur upon the prior written approval of Landlord, which may be given or withheld in Landlord's sole and absolute discretion. Use Restrictions. The covenants and restrictions which govern the shopping center in which the Building is located contain certain use restrictions and exclusive use provisions. The use restrictions and exclusive use provisions are summarized in Exhibit G attached hereto and incorporated herewith by this reference. Tenant acknowledges having read and understood the contents of Exhibit G, and agrees to observe and abide by such use restrictions and exclusive use provisions. Radius Restriction. During the term of this Lease, Tenant or a person or entity which controls or is controlled by Tenant shall not be permitted to own, operate or become financially interested (directly or indirectly, either individually or as a partner, stockholder or otherwise) in a business similar to or in competition with the business of Tenant, which business utilizes Tenant's Trade Name (as may be modified or replaced in the future in accordance with the terms of Section 1.05 above) or a trade name which is otherwise substantially similar to Tenant's Trade Name (as may be modified or replaced in the future in accordance with the terms of Section 1.05 above) and which business is located within a radius of one (1) mile from the closest point to the outside boundary of the uilding. ARTICLE 2 Alterations and Additions 2 Delayed Possession. In the event Landlord is delayed in completing Landlord's Work and/or delivering possession of all or any portion of the Premises to Tenant on or before the Commencement Date for any reason other than Landlord's negligence or intentional wrongful acts, Landlord shall not be deemed in default or otherwise liable to Tenant for any claims, damages, or liabilities in connection therewith or by reason thereof, and the Term of this Lease shall nevertheless commence on the Commencement Date. If any delay in delivery of possession is caused by or attributable to Tenant, its servants, agents or independent contractors, then this Lease shall be in full force and effect as of the Commencement Date. Landlord's Work. Landlord s 1, at its sole cost and expense, undertake and complete the improvements described in the specificaiions attached (or to be attached) hereto as Exhibit D and made a part hereof ("Landlord's Specifications"), excepting only minor variations as Landlord may deem advisable ("Landlord's Work"). Upon completion of Landlord's Work in accordance with Landlord's Specifications, Tenant agrees to execute and deliver to Landlord a letter in substantially the same form as is appended hereto as Exhibit C, attached hereto and made a part hereof, accepting delivery of the Premises. By so accepting the Premises, Tenant shall be deemed conclusively to have accepted the same and to have acknowledged that the Premises are in the condition required by Landlord's Specifications, except as to incomplete or defective items of Landlord's Work then specified in writing by Tenant. As to any such items, Landlord shall have a reasonable time following such notification within which to correct same, but in no event shall Landlord be liable to Tenant for latent defects beyond a period of one (1) year after the Commencement Date. In the event of any dispute, the final acceptance by the Tenant shall be conclusive. Landlord shall not be responsible nor have any liability whatsoever at any time for loss or change to Tenant's Work or to fixtures, equipment or other property of Tenant or others installed or placed by Tenant, its servants, agents or independent contractors, on the Premises. Tenant's Work. Except as set forth in Landlord's Specifications (if applicable) attached (or to be attached) hereto as Exhibit 0, Tenant accepts the Premises in its present "AS IS" condition. Tenant specific work can be completed during vanilla shell construction at an additional cost to be passed on to the tenant. Tenant shall not make or allow to be made any alterations, additions or improvements to the Premises or any part thereof unless in accordance with the Drawings and Work Letter attached hereto as Exhibit E and made a part hereof, without obtaining the prior written consent of Landlord. Any alterations, additions or improvements to the Premises, excepting movable furniture and trade fixtures, coolers and ice machines, and other personal property not physically and permanently attached to the Premises shall become the property of Landlord and shall be surrendered with the Premises. All alterations, additions or improvements to the Premises made or requested by Tenant and approved by Landlord shall be at Tenant's sole cost and expense with the exception of those plumbing and electrical changes specified elsewhere in this lease. All improvements to the Premises shall be owned by Landlord and shall remain upon the Premises without compensation to Tenant. Operating Expenses Additional Rent. All Operating Expenses as hereiii Landlord as Additional Rent. 3 shall paid by Tenant to Expense Pass Through. The Operating Expenses for any calendar year (or portion thereof) during the Term or any renewal thereof shall be paid by Tenant to Landlord as Additional Rent m an amount equal to Tenant's pro rata share of such Operating Expenses. Pro Rata Share. Tenant's Pro Rata Share of Operating Expenses and other amounts shall be computed by multiplying said expense or amount by a fraction, the numerator of which shall be the number of square feet in the Premises, and the denominator of which shall be the total number of square feet that was directly served by, or included in, each such expense or amount. Estimates and Payments. Tenant agrees to pay monthly as Additional Rent its Pro Rata Share of Operating Expenses based upon Land ord's estimate of Operating Expenses for the then current calendar year. Landlord will give Tenant written notice of such estimated amounts, and Tenant shall pay one-twelfth (1/12th) of said estimated amounts monthly to Landlord in the same manner as Minimum Rent As soon as is reasonably practicable following the end of each calendar year, Landlord will submit to Tenant a statement showing m reasonable detail the Operating Expenses for the preceding calendar year along with a reconciliation of estimated payments made by Tenant as compared to Tenant's actual Pro Rata Share of the amount by which the actual Operating Expenses exceeded the estimated Operating Expenses. However, failure by Landlord to provide Tenant with such statement and reconciliation shall not constitute a waiver by Landlord of its rights to reconcile Tenant's Operating Expense payments. Within thirty (30) days of receipt of such statement and reconciliation, Tenant shall pay to Landlord any additional amounts owed to Landlord thereunder. Any monies owed Tenant by Landlord shall be applied by Landlord against the next accruing monthly installment(s) of Additional Rent due from Tenant. Operating Expenses for each calendar year shall be computed on an accrual basis and shall be determined in accordance with generally accepted accounting principles, consistently applied. Section 2.08 Review of Records. Tenant or its representative shall have the right, at its expense during normal business hours and at the location of Landlord's books and records, to review Landlord's books and records with respect to Operating Expenses for the year subject of the reconciliation at any time within fifteen (15) days following the delivery by Landlord to Tenant of the statement and reconciliation. If Tenant disputes such statement and reconciliation within 30 days of receipt of the statement and reconciliation, Tenant shall have the option to either pay those mollies into a mutually agreeable escrow account or to pay the monies set forth therein and any other monies owed by Tenant under this Lease to the Landlord as a condition precedent to contesting said obligation. Any payments due under this Article 2 shall be prorated for any partial calendar year of the Term by multiplying the amount of Operating Expenses incurred within or attributable to such partial calendar year by Tenant's Pro Rata Share. Tenant's obligation to pay any amounts due under this Article 3 and Landlord's obligation to refund any overpayments made by Tenant under this Article 2 for the final year of the Term shall survive the Expiration Date or earlier termination as herein provided. Extra Charges. Tenant a ees to pay, as its obligation, the entirety of all expenses incurs by Landlord which are solely attributable to Tenant's use and occupancy or which are incurred pursuant to Tenant's speci request for additional services. Any such extra charges shall be due and payable by Tenant within ten (10) days of receipt of invoices for same from Landlord. Operating Expenses Defined. "Section 2.10 Operating Expenses" as used herein shall consist of all Operating Expenses of the Building, including all expenditures or obligations made or incurred by Landlord associated with the ownership, management, maintenance and operation of the Building as may be determined by Landlord to be necessary. Without limiting the generality of the foregoing, Operating Expenses shall include, without limitation, the following: (a) Taxes "Taxes" shall mean all taxes and assessments and governmental charges levied, whether by federal, state, county, municipal, or other taxing districts or authorities presently taxing the Building or by others, subsequently created or otherwise, and any other taxes or assessments, or substitutions therefore, attributable to the uilding or its operation. Should Landlord dispute and contest the Taxes, all costs associated with such dispute or contest shall be considered Taxes for purposes of this Lease. (b) Insurance "Insurance" as used herein shall mean all insurance of any type, and in those amounts, that Landlord, in its sole discretion, shall deem necessary or advisable to carry in order to protect the Building, Landlord's personal property used in connection therewith, or its interests therein. Landlord shall have the right at its option to maintain Insurance during the Tenn, including but not limited to the types and amounts herein below set forth: (I) Comprehensive public liability, property damage insurance, and products liability insurance insuring against claims for personal injtuy, sickness, disease or death, and property damage suffered in or about the Building, including independent contractor coverage; (II) Fire and extended coverage insurance covering the Building against loss or mage by fire, windstorm, hail, explosion, riot, earthquakes, damage from aircraft and vehicles, smoke damage, vandalism, malicious mischief and such other risks as are from time to time covered under "extended coverage" endorsements and special extended coverage endorsements commonly known as "all risks' endorsements; (III) Boiler and machinery insurance; (V) 5 IV) State Worker's Compensation Insurance or other similar coverage, in the statutorily mandated amounts, as necessary. Landlord shall have the right and option, but shall not be obligated, to change, cancel, decrease or increase the foregoing insurance coverage's or add additional forms of insurance as Landlord shall deem necessary or desirable, and/or to obtain the foregoing forms of insurance directly and through umbrella policies or policies covering both the Building and other assets owned by or associated with Landlord. Landlord shall at all times carry adequate insurance to restore the building in the event of destruction or damage. (c) Common Area Maintenance Costs "Conunon Area Maintenance" shall mean the maintenance of all common areas including, without limitation, all parking areas (whether temporary or permanent), access roads, driveways, curbs, truck ways, loading areas and docks, retaining walls, lighting facilities, service corridors, comfort stations, pedestrian sidewalks, foundations, demising walls, roofs over the entire Building including the Premises, courts and ramps, decorative walls, vacant areas, landscaped and planting areas and facilities, service lines or conduits for gas, water, electric, sewage, heating, ventilating, air conditioning, and lighting services, music and intercom equipment, and fire suppression and warning systems, conduits and appurtenances for use by Tenant in common with other tenants, and such other areas and facilities, whether within or outside the Building, which may be furnished by Landlord and designated from time to time by Landlord as common areas. Maintenance of the common areas shall include, but are not limited to, the following: (I) All expenses in connection with making available for use by Tenant and others the parking facilities for the ;wilding including, but not limited to, any rent or additional rent that Landlord may be required to pay for such use, and including all costs incurred for sweeping, cleaning, litter control, resurfacing, repainting, restriping, removal and replacement of pavement, curbs and car stops, and snow and ice removal; (II) All expenses in connection with making available to Tenant and others ord's Services, as set forth in this Lease; (III) Wages and salaries for all employees engaged in operating, maintaining, or providing security for the Building and the associated parking areas including all taxes, insurance and benefits relating to such employees; (IV) The cost of all supplies, tools, equipment and materials used in the operation and maintenance of the Building including, but not limited to, uniforms, paper products, painting and replacement of worn out mechanical or damaged equipment; The cost of all utilities, including, but not limited to, the cost of water, electrical service, heating, lighting, air conditioning and ventilation, excepting those utilities supplied to tenants of the Building at their respective premises and paid for by such tenants, if any; (VI) The cost of all maintenance and service agreements for the Building and equipment therein, including, but not limited to, alarm service, window cleaning, fire protection, sprinklers, exterminating and landscape maintenance of any kind; (VII) Landlord's legal fees, management fees (including, without limitation, salaries and fringe benefits of Building employees), central accounting costs and other professional services associated with the operation and maintenance of the Building; (VIII) The cost of maintenance and repair of roofs, ceilings and exterior walls, gutters, glass, plate glass, show windows, plumbing, pipes and fixtures, and other equipment; and (IX) The cost of all licenses, permits and other governmental charges pertaining to the ownership, operation, and/or maintenance of the Building. (d) Other Maintenance Costs "Other Maintenance Costs" shall mean the cost of any maintenance determined by Landlord to be required for the Building, the Premises or on the grounds not part of or included in Common Area Maintenance COOS. ARTICLE 3 Tenant Covenants Care of Premises. Tenant shall take good care of the Premises throughout the Term and preserve same in the condition delivered to Tenant on the Commencement Date, normal wear and tear excepted. Landlord shall repair or replace any damage done to the Building or any part thereof caused by Tenant or Tenant's agents, employees, invitees or visitors. Tenant shall pay the cost thereof to Landlord on demand as Additional Rent. Tenant shall be responsible for maintaining, repairing and or replacing the heating, ventilating and air conditioning equipment which serves the Premises, and for repainting and redecorating the Premises, cleaning window coverings and carpets at reasonable intervals as needed, and making repairs, replacements and alterations as needed. Landlord hereby reserves the right to require Tenant to maintain and bear the expense of a heating, ventilating and air conditioning equipment maintenance contract by a qualified contractor approved by Landlord in its reasonable discretion, and Tenant shall provide a copy of same to Landlord from time to time upon request. All repairs, replacements or improvements undertaken by Tenant under this Section 4.01 shall be performed in a good and workmanlike manner, using first quality materials and reputable contractors, and shall be of equal or better quality and utility to the original work. All contractors who are to perform work in the Premises for or on behalf of Tenant shall be subject to Landlord's prior written approval, which approval shall not be unreasonably withheld. Compliance with Law. Tenant shall neither use the Premises, nor permit any act to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or hereafter enacted or promulgated. Tenant shall neither do, nor permit any act to be done in or about the Premises, nor bring or store anything therein which is not appropriate to the permitted use of the Premises, nor which will in any way increase the existing rate of, or adversely affect, any fire or other insurance upon the Building or any of its contents, or cause a cancellation of any insurance policy covering the Building, any part thereof, or any of its contents. Tenant's Insurance. Tenant shall procure and maintain throughout the Term of the Lease, at its so le cost and expense, a policy or policies of insurance of the types and amounts as herein below set forth: (a) Comprehensive public liability (including broad form contractual liability coverage in support of the indemnity provisions contained herein), property damage insurance and products liability insurance (where there is exposure) insuring against claims for personal injury, sickness, disease or death, and property damage suffered in or about the Premises, including independent contractor coverage, with a combined single limitation of coverage in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence or with split limits for bodily injury of not less than Five Hundred Thousand Dollars ($500,000,00) per occurrence and property damage liability not less than Five Hundred Thousand Dollars ($500,000.00), which policies shall contain deductibles in amounts of not more than Ten Thousand Dollars ($10,000.00); (b) Fire and extended coverage insurance and improvements and betterments insurance covering Tenant's merchandise, personal property, fixtures, improvements, wall coverings, floor coverings, window coverings, alterations, furniture, equipment, lighting, ceilings, heating, ventilation and air conditioning equipment, interior plumbing, plate glass and any other items installed by Tenant or which constitute non-building standard improvements, against loss or damage by fire, windstorms, hail, earthquakes, explosion, riot, damage from aircraft and vehicles, smoke damage, vandalism and malicious mischief and such other risks as are from time to time covered under "extended coverage" endorsements and special extended coverage endorsements commonly known as "all risks" endorsements, in an amount equal to the greater of the full replacement value or that amount required by Landlord's mortgagee from time to time with deductible amounts not to exceed Five Thousand Dollars ($5,000.00); (c) State Worker's Compensation Insurance, or other similar coverage, in the statutorily mandated amounts, if the nature of Tenant's undertakings with respect to this Lease and the Building require that any or all of its employees be provided such coverage. It is expressly understood and agreed that the foregoing minimum limits of insurance coverage shall not limit the liability of Tenant for its acts or omissions as provided in this Lease. All of the foregoing insurance policies (with the exception of Worker's Compensation Insurance to the extent not available under statutory law) shall name Landlord, its agents, and such other interested parties as Landlord may from time to time designate, as additional insureds and shall provide that any loss shall be payable to Landlord and any other interested parties as Landlord shall designate, as their respective interests may appear. All such policies shall be written as primary policies, noncontributing with and in excess of coverage, which Landlord may carry. Tenant shall deliver copies of all such policies and all endorsements thereto, certified as true and complete by the issuer thereof, prior to the Commencement Date, or, in the case of renewals thereto, fifteen (15) days prior to the expiration of the prior insurance policy, together with evidence from the insurer that such policies are fully paid for, and that no cancellation, material change or non-renewal thereof shall be effective except upon thirty (30) days' prior written notice from the insurer to Landlord and its designees. If Tenant shall at any time fail to procure and/or maintain insurance as herein provided, Landlord shall be at liberty to do so as often as such failure shall occur without waiving any other rights under this Lease. Any premiums or other sums paid by Landlord in obtaining or maintaining such insurance shall be and become, and are hereby declared to be, Additional Rent hereunder, payable on demand, for the collection of which Landlord shall have all the remedies provided for in this Lease or by law for the collection of rent. Payment by Landlord of such premium or the carrying by Landlord of any such policy shall not be deemed to waive or release the default of Tenant with respect thereto. Tenant's failure to provide and maintain in force the insurance provided for herein or to provide Landlord with satisfactory evidence thereof, shall be regarded as a default hereunder, entitling Landlord to exercise any or all of the remedies provided in this Lease upon the occurrence of an Event of Default. Indemnity. Tenant hereby covenants and agrees to indemnify, defend and save hannless, Landlord and its affiliated companies, and their respective managing agents, leasing agents, and other agents, managers, members, employees, and representatives (collectively referred to herein as "Ind.emnitees") from and against any and all liabilities, lawsuits, expenses (including attorneys' fees), damages, claims, suits, costs, and causes of action of any kind whatsoever arising out of, or alleged to have arisen out of, in whole or in part, (i) any act, omission or negligence on the part of Tenant, Tenant's contractors, subcontractors, agents, or employees by reason of Tenant's operations, use or occupancy of the Premises, (ii) any breach, violation, or nonperformance of any covenant of Tenant under this Lease, or (iii) any accident, injury, death or damage whatsoever and howsoever caused to any person, or any property, occurring in, on or about the Premises regardless of whether or not such liabilities, damages claims, suits, costs, accidents, injuries or deaths are caused by or attributed in any way to the negligence of Landlord or any Indemnitees. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises from any cause, and Tenant hereby waives all claims with respect thereof against Landlord. Tenant shall give prompt notice to Landlord in case of casualty or accidents in or about the Premises. Neither Landlord nor any Indemnitees shaft be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other places resulting from dampness or any other cause whatsoever, except personal injury caused by or due to the negligence of Landlord; nor shall Landlord or any Indemnitee be liable for interference with the electrical service, ventilation, or for any latent defect in the Premises. In no event shall Landlord or any Indemnitee be liable in any manner to Tenant, its agents or employees, for any loss or damage resulting from or arising out of the acts or omissions of other tenants, their employees, agents, customers or invitees or any other persons whatsoever. Utilities. Tenant shall not install any equipment (such as computing equipment) in the Premises without Lancliord's prior written consent that requires an electrical current other than 120 volt, single phase, or equipment, which singly consumes more than 0.5 kilowatts at rated capacity. The Landlord agrees to supply an electrical panel and drainage sufficient to supply the requirements of Tenants Cooler and Ice production and storage at Lani ords expense prior to occupancy by the Tenant The cost of any other special electrical installations which must be approved by Landlord shall be paid by Tenant. Tenant shall pay for 1 utility services, including electricity and gas charges, and charges for telephone service and all other services and utilities supplied to the Premises, together with any taxes thereon. Landlord reserves the right to have installed, at Tenants' expense, separate metering devices by which Tenant will be billed for actual usage. At no time shall Tenant permit the use of electricity consumed in the Premises to exceed the capacity of feeders to the Building or the risers or wiring installation. Landlord does warrant or represent that such capacity shall be adequate for Tenant's purposes. Section 3.06 Personal Property Taxes. Tenant shall pay or cause to be paid before delinquency, any and all taxes levied or assessed and payable during the term hereof upon all of Tenant's leasehold improvements, equipment, furniture, fixtures, and other personal property located in the Premises. Liens. Tenant shall keep the Premises and the Property on which the Building is located free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Tenant fizther, Tenant shall post the property or take whatever actions are required to avail itself and Landlord of any statutory protections offered by the laws and statutes of the State in which the Building is located. Should any mechanic's or other lien be filed against the Premises or the Building by reason of Tenant's acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be canceled and discharged of record by bond or otherwise within forty-five (45) days after notice by Landlord. Should Tenant fail to discharge said lien within forty-five (45) days after receipt of notice from Landlord, Landlord may pay the amount claimed in the lien. If Landlord elects to pay the amount claimed in said lien, Tenant hereby agrees to reimburse Landlord for the amount so paid by Landlord, plus an amount equal to twenty percent (20%) of said amount as administrative costs, all of which shall be deemed Additional Rent, payable on demand. The remedies herein provided shall be in addition to all other remedies available to Landlord. Security Deposit. Upon the execution of this Lease, Tenant shall deposit the Security Deposit with Landlord, and Landlord will keep the Security Deposit on deposit at all times during the Term. Landlord hereby acknowledges receipt of the Security Deposit as security for the payment by Tenant of the rents herein a eed to be paid and for the faithful performance of all the terms, conditions and covenants hereof The Security Deposit shall be held by Landlord without liability for interest, and Landlord shall not be required to segregate such deposit from other deposits or other funds of Landlord. If, at any time during the Term, Tenant does not fulfill any of its obligations under this Lease, Landlord shall have the right without prejudice to any other remedy or remedies, which Landlord may have to use, said deposit, or so much thereof as necessary, to satisfy said obligations. If any portion of the Security Deposit is used, applied, or retained by Landlord as herein described, then Tenant shall, within five (5) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original or adjusted amount, and Tenant's failure to do so shall be a material breach of this Lease. If Tenant fully and faithfully performs every term, condition, covenant, 8 and obligation of this Lease during the Term thereof, the Security Deposit, or any balance thereof, without interest, shall be returned to Tenant within thirty (30) days after the expiration of the Term of this Lease. Landlord may deliver the funds deposited herein by Tenant to the purchaser of Landlord's interest in the Premises in the event such interest is sold, and thereupon Landlord shall be discharged from any further liability with respect to such deposit. Said deposit shall not be construed as liquidated damages, and if Landlord's claims exceed said deposit, Tenant shall remain liable for the balance of such claims. Landlord (and not its managing agent) will hold the Security Deposit and assumes full financial responsibility to the Tenant for the return of the Security Deposit (if, in fact, any portion or all of the Security Deposit is to be returned to Tenant by the terms of this Agreement). Landlord's managing agent is authorized to receive notices of behalf of Landlord concerning the Security Deposit. Tenant should direct all inquiries concerning the Security Deposit to Landlord's managing agent at the address set forth in Section 2 of the Basic Lease Terms Sheet. All such inquiries should be in writing and identify the Tenant's name, building name, street address and unit number, and explain the reason(s) for the inquiry. Signs. Tenant agrees to abide by the sign regulations of the town of Fraser and those mentioned in the Rules and Regulations attached. Tenant shall pay all costs of fabrication, installation and maintenance of all permitted signs, displays, and other advertising media. Tenant has the right to remove and keep all signage at the cessation or end of the lease. Landlord shall have the right to approve the permanent store front signage mounted above the space. All signs shall be kept in good repair and proper operating order at all times throughout the Term hereof. Sign repairs. Tenant, upon vacation of the Premises and at its sole cost and expense, shall promptly remove its sign(s), and upon the removal or alteration of its sign(s) for any reason, shall be responsible for the repair, painting, restoration or replacement of the surface where its sign(s) were anchored or attached. Surrender. Upon the expiration of the Tenn or other termination of the Term, and without further notice, Tenant shall peaceably and quietly quit and surrender to Landlord the Premises, broom clean, in as good a condition as existed on the Commencement Date, excepting only ordinary wear and tear, and loss by fire, casualty and other casualty not attributable to the acts or omissions of Tenant, its agents, employees, invitees, servants, or licensees. Tenant's obligation to observe or perform this covenant shall survive the Expiration Date or prior termination of the Term. Telephone Service. Tenant shall separately arrange with the applicable local public authorities or utilities, as the case may be, and directly pay for the furnishing, installation and maintenance of all telephone services and equipment as may be required by Tenant in the use of the Premises. Landlord shall not be liable for any damage resulting from Tenant's inability to receive such services, and any such inability shall not relieve Tenant of any of its obligations under this Lease. Qperation of Premises. Tenant shall use, occupy and operate the entire Premises continuously and without interruption during the Term (using only minor portions of the Premises for storage and office purposes as are reasonably required), shall not abandon or vacate the Premises, shall not permit, license, or suffer the occupancy of any other party in the Premises and shall: (a) Keep the Premises open for business continuously and without interruption during Hours of Operations and such other hours as Landlord may reasonably designate, unless prohibited by applicable laws; (b) Operate its business under Tenant's Trade Name as set forth in Section 16 of the Basic Lease Terms Sheet, with adequate inventoty and personnel and in a first-class manner as will enhance the Building and its reputation as a desirable place to shop and as will achieve the maximum profitable volume of sales; (c) Conduct no auction, fire or bankruptcy sales or eugage in similar 9 (d) Erect no displays outside the Premises or in any way obstruct the common areas; and (e) Prevent the Premises from being used m any way which will injure the reputation of the same or of the Building or from being used in any way which may be a nuisance, annoyance, inconvenience or damage to the other tenants or occupants of the Building, including, without limitation, noise by the playing of any musical instrument or radio or television or the use of a microphone, loud speaker, electrical equipment or other equipment which may be heard outside the Premises. (f) For a period of 60 days Tenant shall have the right prior to termination of the lease to post si age in the windows directing customers to any new location of the Tenant (g) Tenant shall have the right to stop operations for a period of up to 60 days prior to the termination of the lease and shall not be obligated to the Percentage Rent during the period operations are stopped. (h) Tenant shall operate during the hours stipulated above but reserves the right to adjust those hours of operations to accommodate seasonal trends as well as any vacation or leave time needed by the owners of the Tenant, Landlord and Tenant agree that Landlord's damages would be difficult to ascertain and that no adequate remedy at law may exist to compensate Landlord in the event Tenant fails to strictly adhere to the provisions hereof. Failure of Tenant to so adhere to the provisions of this Section for a period greater than five (5) days shall be an Event of Default under this Lease for which the Landlord may seek all remedies available to it under this Lease, at law and in equity, including, at its election, the obtainment of injunctive relief for Tenant's default hereunder. ARTICLE 4 Landlord's Covenants and Rights Quiet Enjoyment and Subordination. Provided Tenant perfonns all of Tenant's obligations under this Lease, including the payment of Minimum Rent, Percentage Rent, and Additional Rent and other sums payable by Tenant hereunder, Tenant shall, during the Term, peaceably and quietly enjoy the Premises without disturbance from Landlord or any other persons acting by, through or under Landlord; subject, however, to the ground leases, deeds of trust, mortgages and security agreements to which this Lease is subject and subordinate, and to all applicable laws and other governmental and legal requirements, all applicable easements, encumbrances and restrictive covenants (including that certain Declaration of Easements with Covenants and Restrictions Affecting Land which was recorded in the real estate records of Grand County, Colorado, on June 9, 1998 at Reception No. 98006144), the lien of any real estate taxes, and all applicable insurance requirements and regulations, whether now existing or hereafter arising, This covenant and all other covenants of Landlord under this Lease shall be binding upon Landlord and its successors only with respect to breaches occurring during its and their respective ownership of Landlord's interest hereunder. Notwithstanding the foregoing, however, no diminution or abatement of payments due hereunder shall be claimed by or allowed to Tenant for inconvenience or discomfort arising from the making of any repairs or improvements to the Premises or the Building, nor for any space taken to comply with any law, ordinance or order of any governmental authority, except as provided for herein. The obligation of Tenant to pay rent of all kinds hereunder is an independent covenant and an absolute obligation. This subordination provision shall be self-operative, and no further instrument of subordination shall be required; provided, however, that Tenant agrees to execute and deliver, upon request, such further instrument(s) confirming this subordination as may be requested by Landlord, its mort 01 gee, or proposed mortgagee. Such instrument(s) may require Tenant to notify the mortgagee of defaults by Landlord hereunder, to make rental payments to the mortgagee upon proper notice, and to allow the mortgagee a reasonable time to cure defaults hereunder if Landlord has not done so 10 After delivery to Tenant of a notice from Landlord that Landlord has entered into a lien instrument covering the Premises, or any portion thereof, Tenant agrees to thereafter deliver to any such lienholder a copy of any notices to Landlord of any default and such lienholder shall have the ri t (but not the obligation) to cure any such default within a reasonable time thereafter, and Tenant further agrees that, except with the prior written consent of such lienholder, Tenant shall not (i) amend or modify this Lease or (ii) 0.iy any rent more than one month in advance. (IV) (V) Tenant covenants and agrees that, in the event a lien covering the Building is foreclosed, or title thereof is passed pursuant to a deed-hi-lieu of foreclosure, Tenant will attom to the purchaser under any foreclosure sale (or grantee under a deed-in-lieu of foreclosure) if so requested by such purchaser or grantee, and Tenant shall recognize same as Landlord under this Lease. Tenant agrees to execute and deliver upon request of Landlord or any such lienholder, purchaser or grantee such instrument(s) as may be requested to evidence such attomment. Landlord's Services. Subject to Tenant's payment of its Minimum Rent and Additional Rent and such additional charges as are set forth in this Lease, including without limitation, Operating Expenses, Landlord shall provide the following services: (a) Services To Premises: Landlord shall provide to the Premises: (I) Heating and refrigerated air conditioning in season at such temperatures and in such amounts as shall be considered by Landlord to be standard; provided, however, that the cost thereof, including the cost of installation, operation, use, maintenance, and metering shall be paid by Tenant. Whenever machines, equipment, or nonstandard lighting that generate abnormal heat are used m the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord shall have the right to install supplemental air conditioning equipment in or about the Premises, and the additional cost thereof, including the cost of installation, operation, use, maintenance, and metering, shall be paid by Tenant to Landlord on demand together with interest at the highest lawful rate per annum from the due date until paid. (II) Throughout the Term, Landlord shall redistribute electrical energy to the Premises (not exceeding the present electrical capacity of the Building) upon the following term and conditions: (111) Landlord shall not be obligated to provide electricity required for equipment which (singly) consumes more than 0.5 kilowatts per hour at rated capacity or requires a voltage other than 110 volts single phase with the exception of providing electricity adequate for the cooler; Landlord shall not be liable to Tenant m any way for any loss, damage, failure, effects or change in the quantity or character of electricity furnished to the Premises, or in the event such quantity or character of electricity furnished to the Premises is no longer available or suitable for Tenant's requirements; The Landlord has confirmed the existence of a 400 amp panel serving the space, any additional electrical work associated to the Tenant's improvements will be at their expense. Landlord shall not be liable in the event of any diminution, cessation or interruption in the supply of electricity, or of any other utility, including but not limited to, air conditioning, heat or water, and Tenant agrees that such supply may be interrupted for inspection, repairs, replacement or in case of emergency; nor shall the diminution, cessation or the interruption of the same be construed as a constructive eviction of Tenant, or excuse Tenant from failing to perform any of its obligations hereunder. (b) Services To Building: Landlord shall provide in the Building: 11 Water, both hot and cold at those points of supply provided for general use of tenants in the Building; (11) Tenant shall be responsible for providing security for the Premises and Landlord shall have no liability therefore; provided, however, that Landlord shall have the right, but not the obligation, to provide security for the Building in such forms as Landlord may deem appropriate, from time to time. In such event, Tenant agrees to cooperate fully with any security personnel or systems and with any efforts by Landlord to maintain security in the Building and shall follow all rules and regulations promulgated by Landlord with respect thereto; but Tenant expressly agrees and acknowledges that Landlord shall have no liability to Tenant, its employees, agents, invitees or licensees for losses or injuries due to any criminal act or for damage done by any unauthorized persons on the Premises or the Building and Landlord shall not be required to insure against any such losses or ninnies. (c) Limitations: Subject to the provisions of Section 5.06 below, Landlord shall operate, maintain, repair and replace the systems, facilities and equipment directly necessary for the provision of Landlord's Services under this Section 4.02 (except as such may be installed by or be the property of Tenant), and shall be responsible for and shall ex iously maintain and repair the foundations, structure and roof of the Building provided that: (I) If all or any part of such system, facilities, and equipment are destroyed, damaged or impaired, Landlord shall have a reasonable time in which to complete the necessary repair or replacement, and during that time shall be required only to maintain such services as are reasonably possible under the circumstances; (II) Landlord may temporarily discontinue such services or any of them at such times as may be necessary due to causes (except lack of funds) beyond the reasonable control of Landlord or for purposes of maintenance, repair, replacement, testing or examination; (111) Landlord shall use reasonable diligence in carrying out its obligations under this Section 4.02 but shall not be liable under any circumstances for any consequential damage to any person or property for any failure to do so; and (IV) No reduction or discontinuance of such services under this Section 4.02 shall be construed as an eviction of Tenant or (except as specifically provided in this Lease) release Tenant from any of its obligations under this Lease. Alterations by Landlord. Landlord may from time to time: (a) Make repairs, replacements, changes or additions to the structure, systems, facilities and equipment in the Premises where necessary to service the Premises or other parts of the Building; (b) Make changes m or additions to any part of the Building not in or forming part of the Premises; and (c) Change or alter the location of any areas of the Building which may, from time to time, be designated by Landlord for use during normal business hours by Tenant in common to all tenants and other persons in the Building but under the exclusive control of Landlord. (d) In connection therewith, Landlord and/or its representatives may enter on or about the Premises and other areas of the Building with such material as Landlord may deem necessary, and may erect scaffolding and all other necessary structures on or about the Premises or the Building, Tenant waives and releases any claims for damage including loss of business resulting therefrom; provided, however, that in the exercise of its rights hereunder, Landlord shall use reasonable efforts to avoid unreasonable interference with the conduct of Tenant's business. 12 Entry by Landlord. Landlord and Landlord's agents and representatives shall have the right to enter into and upon the Premises, or any part thereof, at all reasonable times for purposes of examination of the Premises; making such repairs or alterations therein as may be necessary in Landlord's sole judgment for the safety and preservation thereof; erecting, maintaining, repairing or replacing wires, cables, conduits, vents, HVAC equipment, plumbing equipment, or any other equipment or facilities running in, to, or through the Premises; showing the Premises to prospective tenants; showing the Premises to prospective purchasers or mortgagees; and posting notices of non- responsibility. Landlord may enter the Premises at any time in case of emergency without prior notice to Tenant. Any entry to the Premises obtained by Landlord by any reasonable means, shall under no circumstances be construed or deemed to be forcible or unlawful entry into or a detainer of the Premises, or an eviction, partial eviction or constructive eviction of Tenant from the Premises or any portion thereof, or disturbance of Tenant's use or possession of the Premises, and shall not relieve Tenant of its obligations hereunder. General Provisions Parking. Tenant shall have the right to use the parking spaces in the parking facility from time to time associated with the uilding. All parking spaces in the parking facility associated with the Building shall be and remain available for the use of all tenants of the shopping center of which the uilding is a part, and no tenant shall be entitled to designate or reserve parking s ces for its customers' use. Tenant shall at no time interfere with the rights of Landlord or others entitled to similar use of said parking areas. An excessive use of parking areas by another tenant shall not be a default or breach of this Lease, and shall in no way suspend or terminate any of Tenant's obligations under this Lease. All parking areas furnished by Landlord shall be subject to the reasonable control and management of the Landlord, who shall have the right, but not the obligation, from time to time to establish, modify and enforce reasonable rules and regulations with respect thereto. Landlord further reserves the right to change, reconfigure, or rearrange the area, and to restrict or eliminate the use of any parking areas and do such other acts in and to said areas as Landlord shall determine to be necessary or desirable. All such actions, including any action or inaction as to rules and re ations for the parking areas, shall not be deemed an eviction of Tenant nor a disturbance of Tenant's use of the Premises. (a) Parking spaces vvill be unassigned, provided that Landlord may at any time assign parking spaces, and Tenant shall thereafter be responsible to insure that its employees park in the designated areas. Tenant shall, if request by Landlord, furnish to Landlord a complete list of the license plate numbers of all vehicles operated by Tenant, Tenant's employees and agents. Landlord shall not be liable for any damage of any nature whatsoever to, or any theft of, vehicles, or contents therein, in or about such parking facility. ARTICLE 5 Assignment and Subletting. Tenant expressly covenants that it shall not, by operation of law or otherwise, assign, sublet, encumber or mortgage this Lease, or any part thereof, or permit the Premises to be used by others without the prior written consent of Landlord in each instance, which consent shall not be unreasonable withheld. Any attempt by Tenant to assign, sublet, encumber or morn ge this Lease without the prior written consent of Lan ord shall be null and void and no acceptance of any rent from such attempted assiju ee or sublessee shall constitute a waiver of the provisions of this Section 5.02. The consent by Landlord to any assignment, mortgage, encumbrance, subletting or use of the Premises by others shall not constitute a waiver of landlord's right to withhold its consent to any other assignment, mortgage, enctunbrance or use by others of the Premises. The absolute and unconditional prohibitions in this Section 5.02 and Tenant's agreement thereto are material inducements to Landlord to enter into this Lease with Tenant, and any breach or attempted breach thereof shall constitute an Event of Default hereunder permitting Landlord to exercise all remedies provided for herein or by law or in equity on a default by Tenant. 13 (a) Jf Landlord shall consent to a sublease or an assignment pursuant to a request from Tenant, Tenant shall cause to be executed by its assignee or sublessee an agreement to perform faithfully and to assume and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease for the period covered by the assignment or sublease to the extent of the space sublet or assigned. Further, it shall be the agreement of any sublessee that Landlord may, in its discretion, pursue all remedies herein provided against sublessee, Tenant, or both, jointly or severally. (b) If the rent and other monies payable by the sublessee to Tenant for or in connection with the use and occupancy of the sublet space shall be in excess of the Minimum Rent, Additional Rent, and all other rents provided for in this Lease, Tenant shall so notify Landlord, and Tenant shall pay to Landlord fifty percent (50%) of tlie excess as received by Tenant. Eminent Domain. If', during the Term, all of the Premises shall be taken for any public or quasi-public use under any statute or by right of eminent domain, or purchased under threat of such taking, this Lease shall automatically terminate on the date on which the condemning authority takes possession of the Premises ("Date of Such Taking"). If during the Term only part of the Building is taken or purchased as set out in this Section 5.03, and if in the reasonable opinion of Landlord substantial alteration or reconstruction of the Building is necessary or desirable as a result thereof, whether or not the Premises are or may be affected, or if in Landlord's reasonable judgment the condenmation award to Landlord (less the costs and expenses incurred by Landlord in connection with the condemnation) wilI be insufficient to cover the cost of restoration of the Building, or if such taking occurs during the last two (2) years of the Term, Landlord shaft have the right to terminate this Lease by giving Tenant at least thirty (30) days written notice of such termination. Notwithstanding the foregoing, if more than one-third (1/3) of the number of square feet in the Premises is included in such taking or purchase, Tenant shall have the right to terminate this Lease by giving Landlord at least thirty (30) days' written notice thereof, and this Lease shall terminate upon the Date of Such Taking. If either party exercises its right of termination hereunder, this Lease shall terminate on the date stated in the notice; provided, however, that no termination pursuant to notice hereunder may occur later than sixty (60) days after the Date of Such Taking On any such date of termination under this Section 6.03, Tenant shall immediately surrender to Landlord the Premises and all interests therein under this Lease. After such termination, and on notice from Landlord stating the Minimum Rent, Additional Rent, and other monies then owing, Tenant shall forthwith pay Lan ord such amounts. If any portion of the Premises (but less than the whole thereof) is so taken, and no rights of termination herein conferred are timely exercised, the Term of this Lease shall expire with respect to the portion so taken on the Date of Such Taking, In such event the Minimum Rent, Additional Rent, and other charges payable hereunder with respect to such portion so taken shall abate on such date, and the Minimum Rent and other charges thereafter payable with respect to the remainder not so taken shall be adjusted pro rata by Landlord in order to account for the resulting reduction in the number of square feet in the Premises. Also in such event Landlord shall, to the extent Landlord deems feasible and within a reasonable time, restore the Premises to substantially its former condition, but Landlord shall not in any event be required to spend for such work an amount in excess of the amount received by Landlord as compensation for such taking (less the costs and expenses incurred by Landlord in connection with the condemnation proceedings), and subject to Landlord's obtaining all necessary government approvals and permits required to make such repairs. Upon any such taking or purchase, Landlord shall be entitled to receive and retain the entire award or compensation paid by the condemning authority, and Tenant shall not have nor advance any claim against Landlord for the value of its property or its leasehold estate or the 14 unexpired Term of this Lease, or for costs of removal or relocation, or business interruption expense or any other damages arising out of such taking or purchase. Nothing herein shall give Landlord any interest in or preclude Tenant from seeking and recovering for its own account from the condemning authority any reimbursement under current law for Tenant's moving expenses. If any such award made or compensation paid to either party specifically includes an award or amount for the other, the party first receiving the same shall promptly account therefore to the other. Events of Default. Each of the following acts, omissions or oc "Event of Default" and a material breach of this Lease: 15 ences shall cons lute (f) Abandonment of the Premises by Tenant or any portion thereof, as shown by failure to occupy the Premises, which abandonment shall be conclusively deemed to have occurred if Tenant fails to occupy the Premises, or any portion thereof, for a period of ten (10) days; or (g) Failure of Tenant to take possession of the Premises when Landlord notifies Tenant same are ready for occupancy; or (h) If a tax lien or a mechanic's and/or materiahnen's lien is filed against any property of Tenant, or Tenant does or permits to be done anything which creates a lien upon the Premises or the Building and such lien shall continue without cure for a period of forty five (45) days after written notice thereof from Landlord to Tenant or (i) Default by Tenant or any Guarantor of this Lease or under any other lease or sublease with Landlord or Landlord's agent; or (a) Failure by Tenant to pay any installment of Minimum Rent, Additional Rent, or other sums payable by Tenant under this Lease (or cure any other default which is curable by the payment of money) as and when the same shall become due and payable such failure to pay shall continue for a period of five (5) days after written notice thereof from Landlord to Tenant; or (b) Failure by Tenant to perform or observe any of the other covenants, agreements, terms or conditions of this Lease to be performed by Tenant (other than any default curable by payment of money), and such default shall continue for a period of fifteen (15) days after written notice thereof from Landlord! to Tenant, or, in the case of a default which cannot with due diligence be cured within fifteen (15) days, Tenant fails to proceed promptly after the giving of such notice and with all due diligence cure such default; or (c) Failure by Landlord to perform or observe any of the other covenants, agreements, terms or conditions of this Lease to be performed by Landlord (other than any default curable by payment of money), and such default shall continue for a period of fifteen (15) days after written notice thereof from Tenant to Landlord, or, in the case of a default which cannot with due diligence be cured within fifteen (15) days, Landlord fails to proceed promptly after the giving of such notice and with all due diligence cure such default; or (d) Tenant or any Guarantor shall become insolvent or unable to y its debts as they become due, or Tenant or Guarantor notifies Landlord that it antici tes either condition; Tenant or Guarantor takes any action to file a petition under any section or chapter of the United States Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or any state thereof; or a petition shall be filed against Tenant or any Guarantor under any such statute, or a receiver or other custodian shall be a t tainted for Tenant or any Guarantor, whether or not the same shall relate to their interests in the leasehold; or (e) If, within sixty (60) days after the filing of petition in bankniptcy against Tenant or any Guarantor of this Lease or the commencement of any proceeding against Tenant or any Guarantor of this Lease seeking any reorganization, composition, readjustment or similar relief under any law, such proceeding shall not have been dismissed; or (j) Tenant makes a bulk sale of its goods, or moves, commences, attempts or threatens to move its goods, chattels and equipment out of the Premises (other than in the normal course of its business) or ceases to conduct business from the Premises. Remedies of Default. Upon the occurrence of any Event of Default specified in Section 5.04 above, Landlord shall have the option to pursue any one or more of the following remedies, without any notice or demand whatsoever except as specifically provided for in this Lease: (a) Terminate this Lease fifteen (15) days after written notice to the Tenant, 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 rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person occupying the Premises, or any part thereof. Tenant agrees to pay to Landlord, on demand, damages in an amount equal to the present value (calculated at a discount rate equal to the Prime Rate of interest as published by the Wall Street Journal effective as of the date of termination) of the amount of Minimum Rent, Additional Rent and other payments provided for in this Lease for the remainder of the Term to be paid by Tenant, less the fair rental value of the Premises for the remainder of the Tenn, plus all expenses incurred by Landlord in retaking possession (including all court costs and reasonable attorneys' fees) and plus all Minimum Rent, Additional Rent and other indebtedness owed by Tenant to the date of termination. (b) Enter upon the Premises fifteen (15) days after written notice to the Tenant, without terminating this Lease, by master key or other peaceful means or by other means available under the law, if necessary, without being liable for prosecution or any claim for wrongful ejectment or for damages of any kind, and Landlord may take such action and do whatever Tenant is obligated to do but has failed to do, under the terms of this Lease; and Tenant agrees to pay Landlord on demand as Additional Rent, an amount equal to all expenses which Landlord may have incurred in thus affecting compliance with Tenant's obligations under this Lease. (c) Enter upon the Premises fifteen (15) days after written notice to the Tenant by use of a master key or other peaceable means and change, alter, and/or modify the door locks on all entry doors of the Premises, thereby excluding Tenant, and its agents, employees, representatives and invitees therefrom without being liable for prosecution or any claim of wrongful ejectment or for damages of any kind and such re-entry shall not release Tenant, in whole or in part, from Tenant's obligations under this Lease. In the event that Landlord has either terminated Tenant's right of possession or terminated this Lease by reason of Tenants default, Landlord shall not thereafter be obligated to provide Tenant with a key to the Premises at any time, regardless of any amounts subsequently paid by Tenant; provided, however, at Landlord's option during Landlord's nonnal business hours and at the convenience of Landlord, and upon receipt of written request from Tenant accompanied by such written waivers and releases for damage to Tenant's property and business as Landlord may require, Landlord may either (i) escort Tenant to the Premises to retrieve any personal property and inventory or other property of Tenant or its employees not subject to Landlord's liens described in Section 5.07 below, or (ii) obtain a list from Tenant of its perso property and inventory which are not covered by said Landlord's liens, whereupon Landlord shall remove such property and inventory and make the same available to Tenant at a time and place desiu :ted by Landlord; however, no such property shall be removed from the Premises until such time as Tenant furnishes to Landlord documentary evidence satisfactory to Landlord that such property is not subject to said Landlord's liens. Also, Tenant shall pay to Landlord upon demand all moving and storage charges theretofore incurred by Landlord with respect to such property. If Landlord elects to exclude Tenant from the Premises without permanently repossessing the Premises or terminating this Lease, then Landlord shall not be obligated to provide Tenant a key to re-enter the Premises until such time as all delinquent Minimum Rent, Additional Rent and other amounts due under this Lease have been paid in full and all other defaults, if any, have been completely cured to Landlord's satisfaction and Landlord has been given assurance reasonably satisfactory to Landlord evidencing Tenant's ability to satisfy its remaining obli: tions under this Lease. 16 (d) Upon occurrence of default by Landiord, Tenant shall have all 'es available to it by the laws in the State of Colorado. (e) Should Landlord exercise its remedies under either Section 5.05(A) or 5.05(B) above and Landlord permanently retakes possession of the Premises, Landlord shall make every reasonable effort to relet the Premises, or any part thereof to such parties, upon such conditions, for such reasonable rent, and for a reasonable tenn, as Landlord, in its sole discretion, may find acceptable. If the amounts collected by Landlord from such reletting are insufficient to pay all amounts owed by Tenant under this Lease, then Tenant shall be liable for, as damages the amount of any such deficiency. The loss or damage that Landlord may suffer by reason of termination of this Lease and/or by reason of termination of Tenant's possession of the Premises as provided for above shall include all court costs, the expenses of repossession, moving costs, storage costs, costs to restore the Premises to their condition at the inception of the lease, and any repairs to the Premises and, in the event Landlord relets the Premises all reasonable expenses in reletting including, without limitation, leasing commissions, advertising costs, rental inducements, and attorneys' fees. In any event, if an Event of Default occurs and Landlord takes possession of the Premises, Landlord may immediately remove all property from the Premises and store same or dispose of such property in such a manner as Landlord deems appropriate without notice to and without any liability whatsoever to Tenant, or to any lienholders or lessors having an interest in same, and Tenant hereby indemnifies Landlord against any and all claims, losses, damages, costs and expenses of any kind or nature arising out of Landlord's removal of and/or disposition of such. (t) The provisions of this Section 5.05 shall control over any conflicting provisions of the Colorado Revised Statutes or any subsequently enacted statutes governing the right of landlords to change the door locks of commercial tenants and the right of landlords to remove, store and/or dispose of property of tenants. (g) No re-entry or taking possession of the Premises by Landlord, no reletting of the Premises, in whole or in part, and no remodeling or alterations of any kind to the Premises by Landlord shall be construed as an election on its part to terminate this Lease, unless an express written notice of such termination be given to Tenant. Also, no act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless the same be made in writing and signed by Landlord. Damage by Fire or Other Casualty. If the Premises shall be damaged by fire or other casualty not arising from the fault or negligence of Tenant or its servants, agents, employees, invitees or licensees, except as otherwise provided in this Section 5.06, the damages shall be repaired by and at the expense of Landlord with reasonable promptness; provided always, however, and upon the express condition that there are funds available to Landlord from casualty insurance policy proceeds actually paid to and received by Landlord for such repair work; and provided further that such duty to repair by Landlord shall at all times be subject to obtaining all necessary government approvals and subject to the approval and consent of the then mort gee and the willingness of such mort gee to make the proceeds of casualty insurance policies payable to such mort gee available to Landlord for such purposes. Landlord shall carry adequate insurance to insure the restoration of the premises. The Minimum Rent and the other charges shall be equitably abated until such repairs shall be made according to the part of the Premises, which is usable, by Tenant Tenant shall repair or replace its own improvements, furniture, furnishings, trade fixtures and equipment and any nonbuilding standard improvements. Landlord shall only be liable for repairing and replacing the Premises to the extent of the original building standard improvements and Landlord shall not be liable for any delay caused by an excusable delay. (a) If the Premises or other portion of the Building is totally damaged or is rendered wholly untenantable by fire or other casualty, or if Landlord's architect certifies that such damage cannot be repaired within one hundred eighty (180) days of the casualty, or if such damage due to fire or other casualty is such that, in Landlord's judgment, repair is not economically feasible and Landlord shall decide not to repair the same, or shall decide to demolish the Building or such other improvements or not to rebuild them, then Lan ord may elect to terminate this Lease, in which event Lan ord 17 shall within sixty (GO) days after such fire or other casualty, give Tenant notice of such decision, and thereupon the Term shall expire ten (10) days after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord. (b) If Landlord elects not to terminate the Lease and does not substantially complete the repair and restoration of the Premises within twelve (12) months from the date of the casualty (subject to excusable delays), Tenant shall have the right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not less than ten (10) days after the expiration of the aforesaid twelve (12) month period. Anything contained in this Lease to the contrary notwithstanding, Landlord shall not be obligated to expend any funds in connection with any repair or restoration work in excess of the proceeds of insurance policy payments which are made available to Landlord by insurance carriers and by any mortgagee of the Building or Premises. Landlord's obligations in connection with such repair and/or restoration work shall and are hereby strictly limited to the replacement and repair of the Premises to building standard condition as demised by Landlord to Tenant as of the Commencement Date of the term hereof and in no event shall Landlord be obligated to replace, repair or restore any improvements in excess of building standard to the Premises or alterations thereof installed therein by or on behalf of Tenant, nor shall Landlord be obligated in any event whatsoever to replace, repair, or restore Tenant's leasehold improvements, personal property, furniture, fixtures, equipment or the like, all of which shall be promptly replaced by Tenant. (d) Tenant shall give inunediate written notice to Landlord of any damage caused to the Premises by fire or other casualty. Landlord's Lien and Security Interest. Landlord shall have at all times, a valid security interest to secure payment of all rentals and other sums of money becoming due hereunder from Tenant and to secure payment of any damages or loss which Landlord may suffer by reason of the breach by Tenant of any term, covenant, or condition contained herein, upon all property of Tenant presently, or which may hereafter situated on the Premises, and all proceeds therefrom, and such property shall not be removed therefrom without the consent of Landlord until all armarages in rent as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged and all the terms, covenants, and conditions hereof have been fully complied with and performed by Tenant. Property for purposes of this paragraph shall not include any inventory described in the Colorado State Liquor Code. Landlord expressly will not have a lien on Tenant's Inventory. (a) Upon the occurrence of an Event of Default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the Premises and take possession of any and all, equipment, fixtures, furniture, or other personal property situated on or about the Premises, and sell the same at public sale, with or without having such property at the sale, giving Tenant reasonable notice of the time and place of any public sale. 18 (b) The provisions of this Section 5.07 relating to said lien and security interest shall constitute a security agreement under the Uniform Commercial Code, and Tenant agrees to execute as debtor such financing statement or statements as Landlord may now or hereafter reasonably request in order that such security interest or interest may be protected pursuant to said Code. Landlord may, at its election at any time, file a copy of this Lease as a financing statement. Landlord, as secured party, shall be entitled to all the rights and remedies afforded a secured party under said Code in addition to and cumulative of Landlord's liens and rights provided by law or by the other terms and provisions of this Lease. Subrogation. Notwithstanding anything to the contrary contained herein, Landlord and Tenant hereby mutually waive and release their respective rights of recovery against one another and their officers, agents and employees for any damage to real or personal property, including resulting loss of use, interruption of business, and other expenses occurring as a result of the use or occupancy of the Premises or the Building to the extent of insurance coverage which would be included in a standard "all-risk" or special form policy of property insurance. Landlord and Tenant agree that all policies of insurance obtained by them pursuant to the terms of this Lease shall contain provisions or endorsements thereto waiving the insurer's rights of subrogation with respect to claims against the other, and, unless the policies permit waiver of subrogation without notice to the insurer, each shall notify its insurance companies of the existence of the waiver and indemnity provisions set forth in this Lease. ARTICLE 6 Miscellaneous Provisions Administrative Service Charges and Late Charges. Tenant recognizes that its failure to timely pay all of its obligations set forth in this Lease will result in and cause monetary losses to Landlord above and beyond the amount unpaid by Tenant. Therefore, in addition to all other remedies provided Landlord, any and all payments, whether for rentals due or other charges, adjustments or assessments, which remain unpaid by the tenth (10) of the month in which such payments shall be due, will be subject to an administrative service charge of ten percent (10%) of the total amount en due. In addition to all other remedies provided Landlord, and in addition to the administrative service charge herein described, all amounts which shall remain unpaid ten (10) days after their due dates shall bear interest at the lesser of fifteen percent (15%) per annum or the maximum legal rate of interest allowed by Colorado law. Holding Over. If, without Landlord's written consent, Tenant remains in possession of the Premises after the expiration or other termination of the Term, Tenant shall be deemed to be occupying the Premises upon a tenancy at will only, at a monthly rental equal to the last Minimum Rent plus other charges payable hereunder. Such tenancy at will may be terminated by Landlord or Tenant on the last day of any calendar month by delivery to the other of at least ten (10) days' advance notice of termination. Failure of Landlord to demand or collect any increased rental amounts provided for herein during any period of holding over by Tenant shall not constitute a waiver of any rights of Landlord hereunder nor evidence of any agreement to treat such holding over by Tenant as anything other than a month-to-month tenancy or tenancy at will, whichever is applicable under the terms of this Section 6.02. Measurement and Square Footage. Landlord and Tenant hereby agree that the Building contains approximately 25,298 rentable square feet of space and that the Premises contains the rentable square footage of space set forth in Section 8 of the Basic Lease Terms Sheet. Both Landlord and Tenant have been given the opportunity to inspect and measure both the Building and the Premises; accordingly, both Landlord and Tenant waive and release any right to assert claims, and are hereby estopped from asserting such claims, based on the exact size, configuration and/or location of the Premises and Building. Notwithstanding the foregoing to the contrary, Tenant acknowledges and agrees that Landlord, at its sole cost and discretion, shall have the right to remeasure the Building and/or Premises at any time. Landlord has the sole right and discretion to implement such remeasurement and revise the rentable area of either the Building or Premises upon thirty (30) days' notice to Tenant Should the calculation of the rentable square footage of the Premises change due to such remeasurement, this Lease shall be amended prospectively (but not retroactively) to reflect a revision to Tenant's Pro Rata Share of the Operating Expenses. Minimum Rent is independent of the number of rentable square feet in the Premises and shall not change due to any such remeasurement. Unless otherwise specifically indicated herein, all measurements refer to rentable square feet (as opposed to useable square feet) and all applicable calculations are based on rentable square feet (as opposed to useable square feet). Tenant's Due Diligence. As a material inducement to the execution of this Lease by Landlord and the performance by Landlord of its obligations hereunder, Tenant does hereby acknowledge that (i) Tenant is leasing the Premises subject to any and all facts, circumstances, conditions and defects known to or discoverable by Tenant; (ii) Landlord has no obligation to repair or correct any such facts, circumstances, conditions or defects or compensate Tenant for same unless specifically provided for 19 herein; (iii) Tenant will undertake all due diligence inquiries it deems appropriate, including such inspections of the Building and review of documents as Tenant deems necessary or appropriate under the circumstances and that Tenant is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own agents and officers in leasing the Premises; and (iv) neither Landlord nor its agents or representatives are making or have made any warranty or representation (to induce the Tenant to enter into this Lease to lease the Premises or for any other purpose) with respect to the following matters: the physical condition of all or any part of the Building, the status of the title to the Building, the possibility that some or all of the Building may be (or alternatively, that the Building will not be) affected by the exercise of eminent domain, the current or future tax liabilities, assessments or valuation of the Building, the future costs of insurance on the Building, current compliance with building, zoning, environmental and land use regulations, soils, geological and environmental conditions affecting the uilding, and any other matter relating to the value, title, or physical condition of the Building. Notices. Any notices and demands required or permitted to be given by either party to the other pursuant to this Lease shall be in writing and shall be deemed delivered (whether or not actually received) upon the earlier to occur of (i) actual receipt by the addressee, or (ii) upon deposit in the United States Mail, with proper postage prepaid, certified mail, return receipt requested, addressed to the parties at the respective addresses for notices set forth in the Basic Lease Terms Sheet, or (iii) when delivered in person to same. Either party hereto may change its payment and notice addresses at any time by giving notice thereof to the other party in accordance with this Section 6.05. (a) The foregoing notice provisions shall in no way prohibit notice from being given as provided in the Rules of Civil Procedure of the state in which the Building is located, as the same may be amended from time to time. Authority of Tenant. Any individual executing this Lease on behalf of Tenant represents that he/she is duly authorized to execute and deliver this Lease and that this Lease is binding in accordance with its terms. Venue. All monetary obligations of Landlord and Tenant (including, without limitation, any monetary obligation of Landlord or Tenant for any breach of the respective covenants, duties, or obligations of Landlord or Tenant hereunder) are performable exclusively in the county in which the Building is located, and Landlord and Tenant agree that the venue for all actions or causes of actions relating to this Lease shall be in such county. Each party waives all rights to claim that venue for any such action or cause of action lies in any place other than the county in which the Building is located. Authorities for Action. Landlord may act in any matter provided for herein by and through its Property Manager or any other person who shall from time to time be designated by Landlord in writing. Tenant shall designate in writing one or more persons to act on its behalf in any matter provided for herein and may from time to time change such designation by written notice to Landlord. In the absence of any such designation, the person or persons executing this Lease for Tenant shall be deemed to be authorized to act on behalf of Tenant in any matter provided for herein. Brokerage. Tenant represents and warrants that it has dealt only with the Broker listed herein and/or with Landlord and its direct employees, and no other broker or agent, in connection with the negotiation or execution of this Lease. Tenant agrees to indemnify and hold Landlord harmless from and against any and all damages, losses, costs or expenses including, without limitation, all attorneys' fees and disbursements incurred by reason of any claim of or liability to any breach of said representation and warranty. Landlord will pay Broker a commission in connection with this Lease pursuant to separate agreement between Landlord and Broker. Definition of Landlord. The term "Landlord" as used in this Lease means only the owner of the uilding, or the owner of a lease of the entire Building at the time in question. In the event of any transfer of title to or lease of the Building, Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder except with regard to the damage deposit, and this 20 Lease shall be deemed and construed as a covenant mnning with the Building without further agreement between the parties or their successors in interest. Entire Agreement. Tenant acknowledges and agrees that it has not relied upon any statements, representations, a eements or warranties except those expressed in this Lease, and that this Lease contains the entire agreement of the parties. No amendment or modification of the Lease shall be binding and valid unless expressed in writing and executed by Landlord and Tenant in the same manner as the execution of this Lease. (a) The submission of this document for examination and review does not constitute an option, an offer to lease space, or an agreement to lease space. This document shall have no binding effect on the Parties unless and until executed by both Landlord and Tenant and will be effective only upon Landlord's execution of same. .11m Trial Waiver. Landlord and Tenant do hereby waive trial by jury in any action, proceeding or counterclaim brou A by either of the parties hereto against the other on any matter whatsoever arising out of or many connection with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises, and/or any claim for injury or damage, or any emergency or statutory remedy. Force Majeure. Any obli: don of Landlord which is delayed or not performed due to acts of God, strike, riot, shortages of labor or materials, war (whether declared or undeclared), governmental laws, regulations or restrictions, governmental action, or lack thereof, or any other causes of any kind whatsoever which are beyond Landlord's reasonable control, shall not constitute a default hereunder and shall be perfonned within a reasonable time after the end of such cause for delay or nonperformance. Severabilitv. If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be illegal, invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and all other terms and provisions of this Lease shall be valid and enforced to the fullest extent permitted by law. No Set-Off. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent, and not dependent, and Tenant shall not be entitled to any set-off of rent or other amounts owing hereunder against Landlord except in the event Landlord fails to perform its obligations set forth herein. Relationship of Parties. Nothing contained in this Lease shall create any relationship between the parties hereto other than that of Landlord and Tenant, and it is acknowledged and a that Landlord in no way, or for any purpose, becomes a partner of Tenant in the conduct of its business, or a joint venturer or a member of a joint or common enterprise with Tenant. Name of Building. Upon thirty (30) days' notice to Tenant, Landlord shall have the right to designate, or to change, the name or numbers of the Building without liability to Tenant. Successors Botmd. Except as specifically provided herein, the covenants, terms, and conditions contained in this Lease shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Interpretation. 21 (a) Whenever in this Lease any words of obligation or duty are used, such words or expressions shall have the same force and effect as though made in the form of covenants. (b) Words of any gender used in this Lease shall be held to include any other gender, and words in the singular number shall be held to include the plural, when the sense requires. (c) All pronouns and any variances thereof shall be deemed to refer to the neuter, masculine, feminine, singular or plural as the identity of Tenant requires. (d) This Lease shall be strictly construed neither against Landlord nor Tenant. No remedy or election given by any provision in this Lease shall be deemed exclusive unless so indicated, but each shall, wherever possible, be cumulative with all other remedies in law or equity as otherwise specifically provided. Each provision hereof shall be deemed both a covenant and a condition and shall run with the land. (e) lf, and to the extent that, any of the provisions of any amendment, modification or rider to this Lease conflict or are otherwise inconsistent with any of the preceding provisions of this Lease, or of the Rules and Regulations appended to this Lease, whether or not such inconsistency is expressly noted in such amendment., modification or rider, the provisions of suclt amendment, modification or rider shall prevail, or in case of inconsistency with said Rules and Regulations, shall be deemed a waiver of such Rules and Regulations with respect to Tenant to the extent of such inconsistency. (f) Tenant agrees that all of Tenant's covenants and agreements herein contained providing for the payment of money and Tenant's covenants to remove mechanics' liens shall be deemed conditions as well as covenants and that if default be made in any such covenants, Landlord shall have all of the rights provided for herein. (g) The Parties mutually agree that the headings and captions contained in this Lease are inserted for convenience of reference only, and are not to be deemed part of or to be used in construing this Lease. (h) This Lease has been executed and delivered in the State in which the Building is located and shall be construed in accordance with the laws of such State. (i) Landlord has made no representations or promises with respect to the Premises or the Building except as expressly contained herein. Tenant has inspected the emises and agrees to take the same in an "as-is" condition, except as otherwise expressly set forth. Landlord shall have no obligation, except as herein set forth, to do any work in and to the Premises to render them ready for occupancy and use by Tenant. Joint and Several Obligation. If this Lease is executed by more than one tenant, Tena ob ligations hereunder shall be the joint and several obligations of such executing tenants. Time of the Essence. Time is of the essence hereof, and each party shall perform its obligations and covenants hereunder within the time hereby required. Easements. Landlord shall have the right to grant any easements on, over, under and above the Premises for such purposes as Landlord determines, provided that such easements will not materially interfere with Tenant's business. Changing Use and Enlarging the Building. Landlord hereby reserves the right from time to time to convert any part or all of the Building to office or other uses and to enlarge the Building by constructing additions to the improvements or other buildings on portions of the Property with or without any new parking or common areas, and by including within the Property other properties now or hereafter owned by Landlord adjacent to the Property and constructing on such additional property buildings, parking areas, and common areas. In this event, such new buildings, properties, =union areas and parking areas shall be treated as though they were originally a part of the Property and, at the election of Landlord, all common area expenses, utility costs, real property taxes and other pro rata payments herein required of Tenant shall be applicable to such enlarged area and all improvements now or hereafter thereon; provided that in such event Tenant's Pro Rata Share shall be appropriately adjusted to include any additional square footage contained in such new additions or buildings or 22 comprising additional properties added to the Property. Until Landlord makes such election, Tenant's Pro Rata Share shall continue as though such enlargement had not occurred. (a) Limitation of Landlord Liability. In no event shall Landlord be liable to Tenant for any failure of other tenants in the Building to operate their businesses, nor for any loss or damage that may be occasioned by or through the acts or omissions of other tenants or of any other persons or entities whomsoever, excepting only duly authorized employees and agents of Landlord. Notwithstanding anything to the contrary provided in this Lease. (b) Short Form Lease. Tenant shall not record thisLease or a memorandum hereof without the prior written consent of Landlord, which may be given or withheld by Landlord in its sole discretion. Assignment of Rents, Leases. Tenant agrees to an assignment by Landlord of rents and of Landlord's interest in this Lease to a mortgagee, if the same be made by Landlord. Tenant further agrees that, in the event of such assignment, Tenant shall give to said mortgagee_a copy of any request for performance by Landlord or notice of default by Landlord; and, in the event Landlord fails to cure such default, Tenant shall give such mortgagee a reasonable period, commencing on the last day on which Landlord could cure such default, in which to cure same. Intent of the Parties Net Lease. It is the intent of the parties hereto that this Lease be a Net Lease with Landlord incurring no obligation, monetary or otherwise, which is not specifically and expressly provided for herein. Environmental Provisions. (a) Covenants and Agreements. Tenant covenants and agrees from the date hereof and so long as this Lease shall remain in effect not to cause or permit the presence, use, generation, release, discharge, storage, disposal, or transportation of any Hazardous Materials (as hereinafter defined) on, under, in, about, to, or from the Premises by Tenant, Tenant's agents, representatives, employees, contractors, guests or invitees. Notwithstanding the foregoing, Tenant hereby covenants and agrees to promptly remove from the Building and/or the Premises, any Hazardous Materials discovered thereon which have been used, discharged, disposed of or stored thereon by Tenant or Tenant's agents, representatives, employees, contractors, guests, licensees or invitees, and to comply in all respects with any and all federal, state, and local governmental laws, codes, ordinances and regulations governing such removal and disposal, whether now in effect or hereafter enacted, with title to all such Hazardous Materials to remain, and be stored or disposed of, in Tenant's name. As used herein, the term "Hazardous Materials" shall include, without limitation, asbestos or any substance containing asbestos and deemed hazardous under any Hazardous Material Law (defined below), petroleum, petroleum products or derivatives, the group of organic compounds known as polychlorinated biphenyls, flammable explosives, radioactive materials, chemicals .11 own to cause cancer or reproductive toxicity, pollutants, effluents, contaminants, emissions or related materials and any items included m the definition of hazardous or toxic waste, materials or substances under any law relating to environmental conditions and industrial hygiene, whether now in effect or hereafter enacted, including, without limitation, the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. 0901 et q. the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§9601-9657, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. §6901, et seq., the Federal Water Pollution Act, 33 U.S.C. §7401, et q., the Toxic Substances Control Act, 15 U.S.C. §§2601-2629, the Safe Drinking Water Act, 42 U.S.C. §§300f-300j, and all similar federal, state and local environmental statutes, ordinances, and the regulations, orders, decrees now or hereafter promulgated thereunder (collectively, the "Hazardous Material Law"). 23 (b) Envirorunental Indemnification. Tenant agrees to indemnify, pay and protect, defend (with counsel approved by Landlord), and hold harmless Landlord and its members, managers, employees, agents, assigns and mortgagee(s) from and against any claims (including, without limitation, third-party claims for personal injury or real or personal property damage or damage to the environment), actions, administrative proceedings (including informal proceedings), judgments, damages (including, without limitation, a decrease in value of the Premises or the Building, damages caused by loss or restriction of rentable or usable space, or any damages caused by adverse impact on marketing of the Premises or the Building), punitive damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims), interest, or losses, including reasonable attorneys' fees and expenses (including, without limitation, any such fees and expenses incurred in enforcing this Lease or collecting any sums due hereunder), consultant fees, and expert fees, together with all other costs and expenses of any kind or nature (collectively, the "Costs") incurred during or after the Term that arise directly or indirectly from or in connection with the presence, suspected presence, release, or suspected release of any Hazardous Material in or into the air, soil, groundwater, or surface water at, on, about, under, or within the Building and the Premises or any portion thereof, or elsewhere by Tenant or Tenant's agents, representatives, employees, contractors, guests, licensees or invitees. The indemnification provided in this subparagraph 6.26(B) shall specifically apply to and include claims or actions brought by or on behalf of employees, guests, contractors, agents, licensees and/or invitees of Tenant. In the event Landlord shall suffer or incur any such Costs, Tenant shall pay to Landlord the total of all such Costs suffered or incurred by Landlord upon demand by Landlord. Without limiting the generality of the foregoing, the indemnification provided in this subparagraph 6.26(B) shall specifically cover Costs, including capital, operating and maintenance costs incurred in connection with any investigation or monitoring of site conditions, any clean-up, containment, remedial, removal, or restoration work required or performed by any federal, state or local governmental agency or political subdivision or performed by any nongovernmental entity or person because of the presence, suspected presence, release, or suspected release of any Hazardous Material in or into the air, soil, groundwater, or surface water at, on, about, under, or within the Building or the Premises (or any portion thereof), by Tenant or Tenant's agents, representatives, employees, guests, contractors, licensees or invitees and any claims of third parties for loss or damage due to such Hazardous Material. (c) Notice of Claim Tenant shall give notice to Landlord of any claim, action, administrative proceeding (including, without limitation, informal proceedings), or other demand by any governmental agency or other third party involving Hazardous Materials, Costs and/or Remedial Work at the time such claim or other demand first becomes known to Tenant. Receipt of any such notice shall not be deemed to create any obligation on Landlord to defend or otherwise respond to any claim or demand. (d) Survival. The provisions of this Section 6.26 shall be in addition to any other obligations and liabilities Tenant may have to Landlord at law or equity and shall expressly survive the expiration of the Term or other termination of this Lease. Rules and Regulations. The Rules and Regulations in Exhibit F, attached hereto and made a part hereof by this reference, have been adopted by Landlord for the safety, benefit, and convenience of all tenants and other persons in the Building. Tenant shall at all times comply with, and shall cause its employees, agents, licensees and invitees to comply with, the Rules and Regulations from time to time in effect. Landlord may, from time to time, as Landlord deems appropriate in connection with the operation of the Building amend, delete from, or add to the Rules and Regulations (including the amendment, deletion, or addition of such appropriate fines, penalties and other remedies as Landlord deems reasonable), provided that any such modification: (a) Shall not be repugnant to any other provision of this Lease; (b) Shall be reasonable and have general application to all tenants in the Building; and (c) Shall be effective only upon delivery of a copy thereof to Tenant at the Premises or posting the same in a conspicuous place within the Building. 24 Landlord shall use reasonable efforts to secure compliance by all tenants and other persons with the Rules and Regulations from time to time in effect, but shall not be responsible to Tenant for failure of any person to comply with such Rules and Regulations. Status Statement. Upon written request by Landlord, Tenant hereby agrees to deliver within five (5) days after such request, a certificate to Landlord or to any proposed mortgagee or purchaser as designated by Landlord, in the form supplied, stating (if such be the case) that: (a) This Lease is unmodified and in full force and effect, or if there have been any modifications, that this Lease is in full force and effect as modified and identify the modification agreements, or if this Lease is not in full force and effect, the certificate shall so state; (b) The Commencement Date of the Term and the Expiration Date and the terms of any extension options Tenant has, if any; (c) The date to which the rent has been paid under this Lease; (d) The amount of the Security Deposit, if any, being held by Landlord; (e) Whether or not there exists any default by Tenant in payment of any rent or other sum of money under this Lease; (f) Whether or not there exists any default by Landlord or Tenant under this Lease with respect to which a notice of default has been served, and if there is any such default, specifying the nature and extent thereof; and (g) Any other information reasonably requested by Landlord or its mort gee or purchaser. In the event that Tenant should fail or refuse to sign a certificate in accordance herewith within ten (10) days following written request by Landlord, Landlord shall have the authority to sign such a certificate as Tenant's attorney-in-fact for such limited purpose, it being stipulated that such power of attorney is coupled with an interest in Landlord and is irrevocable. Further, such failure or refusal shall be conclusive evidence, upon which Landlord, its mortgagee(s) or prospective purchaser(s) may rely, of the matters described therein. Moreover, Landlord shall be entitled to collect from Tenant upon demand, as liquidated damages occasioned by the delay and not as a penalty, a sum equal to one-fifteenth (1/15th) of the Minimum Rent, for each day, up to fifteen (15) days, after the expiration of the ten (10) day period that Tenant fails or refuses to deliver such certificate. If such refusal or failure persists beyond such fifteen (15) day period, Landlord shall be entitled to pursue any and all remedies it may have with respect to a default under this Lease. Definition of Lease. "Lease" or "this Lease" shall me the following Exhibits: Exhibit A-1: Legal Description Exhibit A-2: Site Plan Exhibit A-3: Floor Plan Exhibit 13: Drawings Exhibit C: Tenant Acceptance Letter Exhibit D: Landlord's Specifications Exhibit E: Work Letter Exhibit F: Rules and Regulations Exhibit G: Special Provisions Exhibit H: Tenant Options Exhibit 1: Personal Guaranty 25 and consist of this Retail TENANT: LANDLORD: By: By: Name: Name: Wes Becker Title:Manager 26 Fraser Marketplace, LLC, A Colorado limited Liability Company ANDREW J. GIBBS CHRISTOPHER A. YOUNG Also admitted in California and North Carolina GIBBSYOUNG, LLC 1760 Gaylord Street Denver Colorado 80206 P: 303 -333 -12521 F: 303- 399 -3963 www.GibbsYoung.com April 18, 2012 VIA ELECTRONIC MAIL and FACSIMILE at: Iherger {crown. fraser. co. us; (970) 726 -5518 Town of Fraser PO Box 370 153 Fraser Avenue Fraser, Colorado 80442 Re: Bottle Pass Liquors Change of Location Application Our File No: G102 -003 To Whom It May Concern: writers e -mail address: cyoung@gibbsyoung.com This law firm is counsel for Winter Boat, LLC "Winter Boat the owner of the shopping center located at 523 Zerex Street, Fraser, Colorado 80442 (the "Fraser Valley Shopping Center Winter Boat has asked me to provide the Town of Fraser Liquor Licensing Authority (the "Licensing Board with a formal objection to the Change of Location Application submitted by Bottle Pass Liquors, Inc. ("Bottle Pass in which Bottle Pass seeks to move from the Fraser Valley Shopping Center to the Fraser Marketplace located across the street. Bottle Pass is currently a tenant of Winter Boat in the Fraser Valley Shopping Center pursuant to a Shopping Center Lease dated September 1, 2002 and amended March 1, 2007 and as further amended on August 25, 2010 (the "Existing Lease The term of the Existing Lease runs through August 2015. As of the date of this correspondence, Winter Boat has not been asked to release Bottle Pass from its lease obligations and Winter Boat has no such plan. Bottle Pass plays an important role in the Fraser Valley Shopping Center. Not only is it a valuable tenant to Winter Boat from the perspective of long operating and income generating tenant in this shopping center, but Bottle Pass generates a significant amount of traffic at the Fraser Valley Shopping Center that is beneficial to all of Winter Boat's tenants there. If the transfer of the liquor license is granted and Bottle Pass leaves the Fraser Valley Shopping Center without Winter Boat's agreement to release Bottle Pass from the Existing Lease, the move would not only negatively impact Winter Boat, but the other tenants in the Fraser Valley Shopping Center. The new location that is being pursued by Bottle Pass is across the street from the Fraser Valley Shopping Center. Accordingly, the community immediately surrounding the requested new location is already being served by this liquor license in its current location. In addition, GIBBSYOUNG LIMITED LIABILITY COMPANY Town of Fraser April 18, 2012 Page 2 allowing the liquor license to transfer and effectively causing Bottle Pass to breach its lease with Winter Boat will have an obvious negative impact to the already existing businesses that have come to rely on the traffic generated by the Bottle Pass liquor store. In addition to this negative impact, Winter Boat understands that Bottle Pass is unable to show that it has, or will have, obtained legal possession of the unit for which it is seeking the license to transfer. The last section of Exhibit G (page 42) to the proposed lease submitted by Bottle Pass in relation to this application, provides: Landlord agrees that in the event of the occurrence of any of the following, the terms and provisions of this lease will become null and void [emphasis added]: The inability of the Tenant [Bottle Pass] to teiininate its existing lease in the Fraser Valley Shopping Center at 535 Zerex Street, unit C -201, Fraser, Colorado on or before March 1 2012 without penalty, cost, or liability of any kind to Bottle Pass Liquors, Inc. or its owners. A copy of Exhibit G to the Proposed Lease is attached hereto for your convenience. Again, as of the date of this correspondence, Bottle Pass continues to operate out of the Fraser Valley Shopping Center and has not been released from its obligations under the Existing Lease. Accordingly, Exhibit G provides that the terms and provisions of the proposed lease are null and void. For the foregoing reasons, we request that the Bottle Pass Liquor Application be denied. At the very least, Winter Boat requests that the Licensing Authority delay its ruling on this application until such time as Bottle Pass and Winter Boat may discuss if an early termination of Bottle Pass's obligations at the Fraser Valley Shopping Center is possible. If you have any questions, please do not hesitate to contact me. I may be reached at (303) 333 -1252 CAY /es cc: Winter Boat, LLC W104 004 LTR TOWN OF FRASER 041812FINAL 1. Prohibited Uses 2. Exclusive Use EXHIBIT G SPECIAL PROVISIONS No part of the shopping center shall be devoted to the use or operation of any entertainment or recreational facility. "Entertainment or recreational facility" includes, without limitation, a theater, carnival, bowling alley, skating rink, amusement center, electronic or mechanical games arcade, pool or billiard hall, betting parlor, bingo parlor, massage parlor, pornographic shop, adult book store, nightclub, dance hall, tavern, cocktail lounge, any facility for the on- premises consumption of alcoholic beverages except as an incidental part of the operation of a Liquor Store, No part of the shopping center within three hundred feet (300') of any exterior building wall of any Lot 2 (Safeway parcel) building shall be devoted to the use or operation of any restaurant (take -out, fast -food or sit down). No part of the shopping center shall be devoted to the use or operation of any training or educational facility. "Training or educational facility' includes, without limitation, a beauty school, barber college, place of instruction, or any other operation catering primarily to students or trainees rather than to customers, but excludes employee training by owners or owner's tenants incidental to the conduct of their businesses within the shopping center. Except as provided in the Declaration of Easements, the store on Lot 2 (Safeway parcel) shall have the sole and exclusive right to: (i) sell food for off premises consumption; (ii) sell merchandise which, under the laws of the State of Colorado, is required to be dispensed by or under the supervision of a registered or licensed pharmacist "prescription pharmacy merchandise and (iii) sell pet foods. Stores in the shopping center other than the store on Lot 2 may devote up to, but not more than, the lesser of (a) one thousand Eve hundred (1,500) square feet of sales area (including aisle space adjacent thereto), or (b) sales area (including aisle space adjacent thereto) of up to ten percent (10 of the total square footage of the store, to the sale of food for off premises consumption. However, the terms of the Declaration of Easements shall not be deemed to prohibit a restaurant from selling food prepared on- premises for off- premises consumption, subject, however, to the provisions of the Declaration of Easements. Spirits, wine, cigars, miscellaneous liquor related food items, and beer are not defined as food for the purposes of these special provisions. The restriction against the sale of food for off premises consumption and pet foods shall terminate and be of no further force or effect if a grocery supermarket of at least 45,000 square feet in size is not operated on Lot 2 for a continuous period of six (6) months or more, for any reason other than (1) a strike, lockout or other labor difficulty, fire or other casualty, condemnation, war, riot, insurrection, act of God, the requirements of any local, state or federal law, rule, regulation, or any other reason beyond the reasonable control of the owner or occupant of Lot 2 (other than financial) or (ii) temporary closure due to the restoration, reconstruction, expansion, alternation or remodeling of any buildings or improvements located in the shopping center. Furthermore, the restriction against the sale of prescription pharmacy merchandise shall terminate and be of no further force or effect if prescription pharmacy merchandise is not sold from Lot 2 for any reason other than those set forth in (i) and (ii) of the previous sentence, or if, at any time after prescription pharmacy merchandise is not sold from Lot 2 for a continuous period of six (6) months or more for any reasons other than those set forth in (i) and (ii) of the previous sentence. The provisions are for the benefit of Lot 2 and exclusive use may be enforced pursuant to the provisions of Article 15 of the Declaration of Easements only by the owner of Lot 2. 41 Lease Termination by Tenant If Colorado State Liquor Laws change during the teen of this lease in such a fashion as to permit Safeway or any other grocery or convenience store within two (2) miles of the premises to sell packaged alcoholic beverages other than 12 beer, Tenant shalt have the right to terminate this Lease without damages ninety (90) days after notifying the Landlord in writing of its intent to terrnirtate. If the Safeway store ceases to operate in the shopping center, Tenant shall have the right to terminate this Lease without damages ninety (90) days after notifying the landlord in writing of its intent to terminate. Exclusive product distribution. Landlord agrees that Tenant shall have the exclusive right to sell packaged alcoholic beverages within the shopping center with the exception of sales of 3.2 beers by Safeway. Signage exceptions Tenant shall be entitled to post temporary sale banners from time to time without prior consent of Landlord. In addition, Tenant shall be entitled to display customary Liquor Store signage either lighted or not inside the Premises and inside the Premises windows as long as the signage is in compliance with the Town of Fraser sign code. Conditions negating the terms of this lease. Landlord agrees that in the event of the occurrence of any of the following, the terms and provisions of this lease will become null and void: Inability of the Tenant to secure the appropriate approvals from State and or local governments for the relocation of their existing liquor license to the Premises. The inability of the Tenant to terminate its existing lease in the Fraser Valley Shopping Center at 535 Zerex Street, unit C- 20I,_F.raser, Colorado on or before March ls`, 2012 without penalty, cost, or liability of any kind to Bottle Pass Liquors, Inc or its owners. 42 (the application located at dueet seq.; and enters 1. There not been an 2.evidence that it is or will be entitled to possession of the is proposed to be exercised. 3.the Town 4. th AND Peggy Smith, Mayor ATTEST: CERTIFICATE OF SERVICE postage Bestall Collaborative Limited íîûÎÅ øÇØËÖËØØÏúî      ÛØÊÉÛÈØÊÒÄýÐÊÏÚÎÐ March 12, 2012 Town of Fraser Board Members Jeff Durbin, Town Manager Fraser Colorado RE: Byers Peak Ranch Annexation Annexation Agreement Proposed Resolution Dear Board Members: In response to the Board’s request for information leading to the resolution of outstanding Byers Peak Ranch Annexation issues we offer the following solutions. A.Provision of reliable water augmentation storage. Byers Peak will construct water storage facilities properly and in a timely manner. a.Water Storage Construction Commitment. Byers Peak will design, construct and dedicate water storage ponds with up to 50acft of capacity at its sole cost and expense – Engineer’s Estimate: $5,000,000. b.Storage Construction Standards. The ponds will be constructed in compliance applicable State and Town regulations and pass inspections. c.Construction and Conveyance Schedule – Complete by 2020. Byers Peak Ranch Augmentation Pond will be designed/located no later than 2016 o and constructed and conveyed to the Town no later than 2018. Elk Creek Ditch Augmentation Pond will be designed/located no later than 2018 o and constructed and conveyed no later than 2020. d.Town Certainty of Storage. Byers Peak will provide easement license to the Town for 50 acft of storage in existing ponds at Grand Park in the event any one of the dates above are missed. Town will have sufficient water storage if Byers Peak should not construct the new ponds in already constructed existing water storage at Grand Park. B.Water Plant Investment Fees (PIF-tap fee) Reimbursement. Additional users from Byers Peak Ranch will create additional revenue for the Town. a.Grand Park System Reimbursement. The Grand Park system can be used to serve Byers Peak Ranch. For the benefit of its investment in the Grand Park water system and bringing more water users online, allowing additional fee revenue to the Town – the West Mountain Metropolitan District would be reimbursed from each Plant Investment Fee (PIF-tap fee) in conformance with the Grand Park procedure. 1 b.Old Town System Reimbursement Alternate. As an alternate Byers Peak Ranch could elect to use the Old Town system not to exceed 120 residential units or an equivalent amount of commercial or mixed-use development proximate to Mill Avenue. In this case Byers Peak Ranch would pay for the improvements necessary for two (2) Old Town wells (Source Facilities) necessary to serve the development. The West Mountain Metropolitan District would be reimbursed from each Plant Investment Fee (PIF-tap fee) not to exceed the actual cost of the well and related regional improvements. c.Water Augmentation Storage Reimbursement. The West Mountain Metropolitan District would be reimbursed for the actual cost of constructing the 50 acre feet of water augmentation facilities through PIF reimbursements in accordance with the Grand Park procedure. C.Sanitary Sewer Plant Investment Fees (PIF-tap) Reimbursement. The paid for Consolidated Plant currently operates at 20% capacity with too little wastewater to process waste affectively. Additional users from Byers Peak Ranch will help the plant operate more affectively and create additional revenue to the Town or allow the Town to reduce its quarterly costs to the residents of the Town. a.50/50 Reimbursement. For the benefit of its investment in a sewer system and bringing more sewer users online, allowing the Town to build reserves for future improvements to its plant when necessary – the West Mountain Metropolitan District would receive 50% reimbursement from each Plant Investment Fee (PIF-tap fee) not to exceed the actual cost of the construction of the sewer system. D.Public Water and Sewer System . All development on the property will be served by the public water and sewer system, except for the phase out provisions related to the Colorado Adventure Park, or as may be otherwise approved by the Town. Public Streets. E. Streets within the development need to be public, with the exception of roadways for multi- family or condominium type projects. Private streets would place too high a cost burden for maintenance and long term replacement on future property owners and would not allow the achievement of an ‘affordably priced’ community making the cost of ownership of a home significantly higher than current units in the Town of Fraser. F.Gravel Operations Controls. Much of the gravel produced from constructing ponds and water storage will be utilized on site, however, it is necessary to have a commercial gravel operation to deal with the excess gravel that will be created. a.15 Year Limit. The gravel operation would be limited to 15 years. b.Town Control. Grading, excavation, stockpiling or export of excavated material from the Property shall be subject to review by Fraser for compliance with the Gravel Operations Plan and Grading Permit. c.State Control. Grading, excavation, stockpiling or export of excavated material from the Property is also under the regulatory control of the State of Colorado Office of Economic Development, Colorado Department of Natural Resources, Division of Mining Reclamation and Safety (“DMRS”) permitting process. 2 The revenues from fees, PIF’s, sales and property taxes coming from Byers Peak Ranch more than offset the Town’s costs and the development of Byers Peak Ranch will lay a foundation for more investment and additional revenue. The addition of more users on the water and sewer systems will result in additional revenues to operate the system, which could result in the Town agreeing to reduce water and sewer rates for all users of the Town’s systems. The proximity of Byers Peak Ranch to the Town provides a very efficient service area; and the addition of a 6- acre maintenance facility, water augmentation facilities and addition to the Fraser Cemetery are clear benefits to the community. th We look forward to discussing this with you at the April 18 Town Board meeting. Sincerely,  óÜÚÒ Jack Bestall, Principal Bestall Collaborative, Ltd. 3 TOWN OF FRASER RESOLUTION NO. 2012-03-05 A RESOLUTION REGARDING THE ANNEXATION PETITION FOR THE PROPERTY KNOWN AS BYERS PEAK RANCH WHEREAS, an Amended Petition for Annexation of the Byers Peak Property was filed with the Town of Fraser on November 26, 2007; and WHEREAS, a Public Hearing was held on February 6, 2008 for the purpose of determining if the proposed annexation complies with Sections 31-12-104 and 31-12-105 of Colorado Revised Statutes, or such parts thereof as may be required to establish eligibility for annexation; and WHEREAS, the Town Board adopted Resolution 02-01-08 which determined that the property is eligible for annexation and that action on the proposed annexation shall be deferred until the terms of the annexation agreement are negotiated, or until the Board otherwise determines to act upon said proposed annexation WHEREAS, the Town of Fraser and Byers Peak Properties entered into a Pre- Annexation agreement on October 6, 2010 in order to confirm their understanding and agreement as to how annexation negotiations and proceedings would be conducted; and WHEREAS, the Pre-Annexation Agreement provides that the parties will enter into good faith negotiations to develop a mutually acceptable annexation and development agreement; and WHEREAS, the Pre-Annexation Agreement provides that the Town may deny the Petition at any time if it concludes that the parties cannot reach a consensus on an annexation and development agreement, or if the Town decides not to annex the property for any other reason. WHEREAS, the Planning Commission held Public Hearings in regarding the proposed zoning for the property on March 23, 2011, April 27, 2011, and May 25 2011 and recommended Planned Development District Zoning with conditions, many of which might be addressed via an Annexation Agreement and were therefore subject to Town Board negotiations; and WHEREAS, the Town Board established Annexation Committee who met regularly with Staff and the Town Board reviewing proposed terms and conditions and also met with the proponents on October 26, 2011, November 2, 2011, December 6, 2011. Additional meetings were scheduled and then cancelled during 2012 due to a lack of progress toward mutually acceptable terms; and WHEREAS, on February 27, 2012 the Town was provided with a Notice and Joinder of property subject to the 2007 Annexation Petition that had been conveyed in 2009 from Byers Peak Properties to Byers Peak Downhill Properties; and WHEREAS, it is the policy of the Town Board that development should occur within incorporated areas and that it should occur in a manner that is not detrimental to, or at a cost to, other properties within or citizens of the Town; and WHEREAS, the Town of Fraser and petitioner have worked diligently and expended significant resources pursuing mutually agreeable terms and conditions of annexation; and WHEREAS, the most recent annexation agreement language provided to the Town is not meaningfully closer to mutually agreeable terms than drafts provided over one year ago; and WHEREAS, the Town Board held a public hearing on March 21, 2012 as requested by the petitioner to allow an opportunity to clearly communicate its respective position to the Town Board and for the purpose of considering whether to continue or discontinue negotiations for an agreement regarding annexation and development of the subject property, and/or to deny the Annexation Petition in accordance with the provisions of the Pre-Annexation Agreement. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: 1. The Board finds and determines that the Town has been unable to reach an agreement with the owners of the property that is the subject of said Petition for Annexation, despite good faith efforts, and it is unlikely that further negotiations would result in a mutually acceptable agreement at this time. The major issues and concerns on behalf of the Town relating to the annexation and development of said property are summarized in the Memorandum to Byers Peak Properties from the Town Board, dated February 15, 2012, which was made a part of the record of the public hearing. The Board finds that the property owners have failed to satisfactorily address those issues and concerns in a manner that justifies continued efforts by the Town to resolve the same. 2. The Board hereby rejects and denies said Petition for Annexation and terminates all proceedings relating to said Petition, without prejudice, however, to consideration of a future petition for annexation of all or part of the same property included in said Petition. 3. The Pre-Annexation Agreement provides that owner shall reimburse the Town for all outside costs incurred in connection with annexation and related zoning proceedings, including without limitation all expenses of outside consultants. To date, the Town have expensed over $60,000 in legal fees that have not been charged to petitioner given the status of our negotiations. Pursuant to the terms of the Pre-Annexation Agreement, the $10,000 deposit will be applied toward those expenses. READ, PASSED ON ROLL CALL VOTE, AND ADOPTED BY THE BOARD OF TRUSTEES th THIS 18 DAY OF APRIL, 2012. Votes in Favor: Votes Opposed: Absent: Abstained: BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO (S E A L) By: Mayor ATTEST: Town Clerk TOWN OF FRASER RESOLUTION NO. 2012-04-01 A RESOLUTION REGARDING SIGNALIZATION OF RENDEZVOUS ROAD WHEREAS, the Town Board previously adopted Resolution 2011-09-03 which directed the Town Manager to work toward implementation of a traffic signal at First Street and authorized Grand Park to complete traffic generation studies and other work in support of an access permit application for the signal, and to submit such work to CDOT; and WHEREAS, the Rendezvous Planned Development District and Roadway Master Plan as adopted by the Town of Fraser proposes traffic signals at both Rendezvous Road and First Street; and WHEREAS, the Roadway Master Plan approved as part of the Grand Park Planned Development Plan also contemplates traffic signals at both intersections; and WHEREAS, the Town Board desires to confirm its position relative to signalization at Rendezvous Road in light of the provisions of Resolution 2011-09-03. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: 1. The Town of Fraser supports and encourages signalization of Rendezvous Road and encourages Rendezvous, Grand Park, and the Colorado Department of Transportation to take such steps as necessary to provide for and implement signalization at this intersection in addition to signalization at First Street. 2. The Town of Fraser seeks to work collaboratively with the Town of Winter Park toward better traffic management and access within the US Hwy 40 corridor. READ, PASSED ON ROLL CALL VOTE, AND ADOPTED BY THE BOARD OF TRUSTEES th THIS 18 DAY OF APRIL, 2012. Votes in Favor: Votes Opposed: Absent: Abstained: BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO ( S E A L ) By: Mayor ATTEST: Town Clerk  ñÙÑÏÌÝÐÚÉÑ  TO: Mayor Smith and Board of Trustees FROM: Allen Nordin, Director of Public Works DATE: April 12, 2012 SUBJECT: Supplement to Public Works Briefing: 2012 Street CIP Recommendation The following is an outline of recommended street maintenance and drainage improvement projects based on the 2012 budgetary appropriation of $250,000: Single Chip Seal Chip seal is a surface application used to maintain, protect and prolong the life of an asphalt street. This form of treatment course aggregate material into the voids of the original asphalt mat. Benefits of this method will provide a weatherproof membrane to repel moisture, help to protect the original asphalt mat from further oxidation and can extend the useful life of the existing pavement for as many as 5 - 7 years in our environment (given the abuse the road surface takes as a result of our snow removal operations). Other noticeable benefits provide for improved skid resistance while improving the overall surface appearance. The single chip sealant application utilizes a layer of Type II (½ inch) chip that is imbedded into a hot emulsified asphalt binder that is applied to the street surface. Within 24-hours of curing of the chip seal coat the excess chips are swept off and a fog coat sealer is applied. This fog seal provides a weather resistant seal over the chip seal product. Following the fog seal coat, traffic can usually be put back on the street in as little time as 30 minutes. The need to close streets for this work can be minimized or even avoided. Sweeping and traffic control are included in the bid; however, these items will likely be performed by PW staff which will help to reduce costs and allow for additional streets to be added to the contract for treatment. The proposed 2012 street maintenance project is for a single chip seal application of approximately 60,000 square yards of medium to low volume streets, mainly in the Rendezvous subdivision, as many of these streets were constructed between 2003 and 2006. See Figure A for an overview. There are a couple of options for proceeding with obtaining bids for the chip seal work: Option 1: extend the current contract for the chip seal work and add in the additional 2012 street quantities in the form of a Change Order. The benefit of this approach would price escalator to allow for the increase for the cost of the asphalt emulsion product (about $.25/gallon) which its pricing fluctuates with the Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com crude oil markets. This approach allows us to get the project started much sooner than later. Option 2: put the 2012 streets chip sealant work out to bid as we did for the initial bid and see if we would see any cost savings. Additional expenses associated with the bid process includes bid packet preparation and advertising and will add approximately 45 days to the awarding of the bid to allow for review and awarding of the bids. Drainage Swale Improvements Project, Phase 2 (Upper Wapiti Drive) Phase 2 of this improvement project resolves a number of maintenance and safety related issues along a portion of upper Wapiti Drive and compliments the Phase 1 work that was completed in 2011. This work will improve the drainage by securing the edge of asphalt roadway and eliminating the deep ditches along the uphill shoulder of the roadway. Other benefits include providing a safer roadway and eliminating existing culverts which freeze up and block the drainage during the winter months. This proposed project is approximately 940 linear feet and includes a combination of both earthen swales and concrete valley pans ranging in size from 4 feet in width for the main channel and up to 8 feet in width for intersections and driveway accesses/aprons. See Figure B for an overview. During previous budget workshop discussions regarding drainage improvement recommendations for Wapiti Drive (Phases 1, 2 & 3), it was suggested to look at alternate methods to concrete valley pans for the drainage swales in an effort to apply more of our financial resources towards actual street maintenance applications and how PW staff might be able to perform some of this work in-house. As a result, PW will look at options to perform some of the Phase 3 drainage improvements along lower Wapiti Drive which is planned for 2013. In addition, PW will also perform some of the preliminary and final grading work in the upstream sections of the earthen swale portion of the Phase 2 project. The Drainage Improvements Project- Phase 2 will be put out for bid. If this work is website. The public notice for bids is posted for 30 days with the bid opening scheduled for that last day. All bids will be evaluated and the award (or rejection of any or all bids) will be made within 45 days from the date they are opened. Scheduling of the projects will be coordinated with the succes be scheduled during the months of July and be completed by no later than the end of August. Resolution 2012-04-02 Recommendation is for approval of authorizing expenditures for the 2012 Street Projects and authorizing the Town Manager to enter into contracts for the work in an amount Not-To-Exceed $250,000. Please feel free to contact me should you have any questions. Allen Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com FIGURE A Single Chip Seal Applications Safeway Frontage Rd. (2003) and Old Victory Rd. (2005) Rendezvous Subdivision (2003 2006) Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com FIGURE B Drainage Swale Improvements- Phase 2; Upper Wapiti Drive Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com TOWN OF FRASER RESOLUTION NO. 2012-04-03 A RESOLUTION AUTHORIZING EXPENDITURES FOR THE 2012 STREET PROJECTSAND AUTHORIZING THE TOWN MANAGER TO ENTER INTO A CONTRACT. BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: 1. The Town Board of Fraser, Colorado hereby authorizes expenditures not to exceed $250,000 for street projects as outlined by the Public Works Director and authorizes the Town Manager to enter into contracts for the work. 2. All documents must be executed and work completed within fiscal year 2012 or this approval shall no longer be effective. TH DULY MOVED, SECONDED AND ADOPTED THIS 18 DAY OF APRIL, 2012. Votes in favor: ___ BOARD TRUSTEES OF THE Votes opposed: ___ TOWN OF FRASER, COLORADO Absent: ___ Abstained: ___ BY: Mayor ATTEST: (S E A L) Town Clerk East Qr d Schools P.O. Box 125 299 County Road 611 Granby, Colorado 80446 Telephone (970) 887 -2581 FAX (970) 887 -2635 Nancy L. Karas, Superintendent March 15, 2012 Dear Town Board, The East Grand School District Board of Education would like to invite the Fraser Town Board to select two representatives to be part of a district -wide steering committee to develop guidelines for opening and closing schools within the district. The Board of Education is seeking community input in developing guidelines and defined procedures when facing such decisions. We hope to be in a position to look at opening schools in the near future, and we understand the financial impact of such decisions. The Board of Education wishes to set guidelines for when such a consideration would be taken under review, as well as guidelines to be used in making final decisions. We would like the committee to be made up of one representative from each town's governing board, or an appointed representative, and one Town Board appointed community member, for a total of two representatives from each community. Also serving on the committee will be two Board of Education representatives, one building level administrator, and the superintendent of schools. The committee will be asked to meet four times for approximately two hours per meeting. This time will enable members to understand the costs associated with running a school from the cost of staff, to maintenance, to services, etc. This information will aid the committee's work in establishing solid guidelines. The Board of Education looks forward to your participation in this process. We value the districtwide perspective and input. Please forward your representatives' names and contact information to Sarah Berggren, Administrative Assistant to the Superintendent and Board of Education, by April 16 at sberggren @egsd.org, or P.O. Box 125,Granby, CO 80446, or call at 970 887 -2581 Sincerely, Tom Sifers Board President Nanc A. Karas Superintendent of Schools Clerks Update April 4, 2012 The canvass of the election was held on Monday April 9, 2012 and the election results are official: Names of Candidates Office Voted For Total No. of Votes Cast Scotty Brent Mayor 103 Peggy Smith Mayor 154 Philip Naill Trustee 140 Vesta Shapiro Trustee 137 Jeff Pearson Trustee 93 Clark Lipscomb Trustee 49 Eileen Waldow Trustee 182 Cheri Sanders Trustee 139 Adam Cwiklin Trustee 110 On the agenda we have Planning Commission appointments. (Fraser Town Code section regarding the Planning Commission members and terms are included below). Vesta Shapiro’s position is up for TB appointment along with the transition of the Mayor as an ex officio member. Jean Wolter’s appointment is also up for reappointment by the Mayor. We have placed this on the Consent Agenda for your approval. Please remember we can always pull an item of the consent agenda if you feel it warrants further discussion. Fraser Town Code: Planning Commission Sec. 2-6-20. Members. (1) The Mayor shall serve as an ex officio member of the Planning Commission. (2) One (1) member of the Board of Trustees shall be selected by the Mayor to serve as an ex officio member of the Planning Commission. In case of a vacancy, if no member of the Board of Trustees is willing to fill the vacancy, the Mayor may appoint a resident of the Town to serve until the next regular election. (3) One (1) member of the Board of Trustees shall be selected by the Board of Trustees to serve as an ex officio member of the Planning Commission. In case of a vacancy, if no member of the Board of Trustees is willing to fill the vacancy, the Board of Trustees may appoint a resident of the Town to serve until the next regular election. (4) The remaining four (4) members of the Planning Commission shall be residents appointed by the Mayor to serve as members of the Planning Commission. (Prior code 10-1- 2; Ord. 368 Part 1, 2010) Sec. 2-6-30. Terms The terms of the ex officio members shall correspond to their respective official tenure. The terms of each of the appointed members shall continue until the second regular municipal election following the appointment or until his or her successor takes office, except as provided by Paragraphs 2-6-20(2) and (3) above. Selections or appointments to fill any vacancies caused by the expiration of a member's term shall be made within thirty (30) days following the regular municipal election at which the member's term expires. In case of a vacancy caused by the resignation or removal of a member, the selection or appointment of a replacement shall be made by the Mayor or Board of Trustees, as the case may be, within thirty (30) days from the date the vacancy occurs unless a longer time is needed to find a suitable replacement. (Prior code 10-1-3; Ord. 330 §1, 2007; Ord. 368 Part 1, 2010) If you have any questions, please give me a call. Lu L c i- c O) Q a--� 0 (6 Q (6 ���Q���QcnOzo 0 c 3 t O E O Hco<c Town of Fraser Sales Tax Report Adjusted Collections Town of Fraser Sales Tax Report Actual Collections }Wb' ZLOZ 110Z 2011 2011 Amt 18L E91 IOL 176 i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# 000 1 1 7 6 1 8 000 60L'7 078' 11 1969Z1. 1026 18E1.17 164,329 1681 001- 1 L96'EL 109, 386 1OZE'Z7 191,380 108,044 90,443 1888'901 171,182 1,265,765 O $144,032 0$ 1Z9L'L$ 1919'0E1$ 168[071$ 1o$ 1o$ 1o$ 1o$ 1o$ 1o$ 1o$ 1o$ 1o$ 1o$ 00 1990'6LZ$ $1,550,000 1776'0ZZ' 1$ 1 ooze- 1 $20,448 1 $129,595 1 $136,651 1 $164,329 681'001$ L96'EL$ 98£'601$ 1 $142,320 08£'161$ 770'801$ £77'06$ 888'901$ Z81'1L 2010 2011 Amt 1 $1,544,822 1 $1,550,000 1 $5,178 EEO- 2010 2011 Amt 1687 99 L 8ZE LE7 9Z0 90 L 07 •Z E80 06 9E 17E Z79 E6 9Z L07 1Z6'91 EZ1 EZE 018'9 91Z'7 100'0 L 7Z6'6 L8V7- E8VL 79Z Z99'6 ZZ9'Z E81' I. OZ9'0L 889'E 868'7 0ZL'LZ 996'9 07[691$ L9L'8 000'09 $114,268 $142,320 $20,448 $129,595 $136,651 $164,329 1681'001$ 1 L96'EL$ 198£'601$ $142,320 108£' 161$ 1770'801$ 1E1717'06$ 1888'901$ $171,182 066'86$ $1,544,822 $1,550,000 $5,1781 1EE•0 1 $10,447 1 $139,519 1 $141,138 1 $157,146 1E 1 $83,629 1800'Z11$ 1 ILc1'171$ 1 10 'o 1 1 1ZEL'111$ 1 1 $95,341 18 1 1 1 $178,147 LL 91 1 $1,526,065 000'009'1$ 19E6'EL$ 1 09 1 2009 2010 Amt 19 6Z 19E01 0 1 ZZ•8 169 1 76.9 176 ILE•E- 171 6Z 1 E•7- 1sL E 1 169 EE 190 1E L8s's- 1E 000 23,117 1 ZZZ'EZ- 1760'£ 14,451 11EL'Z 1L16'Z1 1ZLL'7- 1996'7 17 LV7- 169L'7 1161'9E 16Z8'7 1601 1 45,345 11EE'ss- 09Z'071$ 118, 970 O $91,135 $149,247 $10,447 $139,519 $141,138 $157,146 1 £97'001$ $83,629 $112,008 $141,137 109L'0Z1$ 1ZEL'111$ $95,341 180917E1$ $178,147 11 $139,446 $1,526,065 000'009'1.$ 19E6'EL$ 1Z 9•7 1 E9E'L$ 11 10L6 11 11 $153,869 1E90 11 1991' 11 11 $88,594 11 $116,422 11 $145,896 11 $155,951 1199'911$ 11 1097 11 1E9Z'68$ 11 18L7'EEZ$ 11 1 1 $1,645,035 000'009'1 11 11 $45,035 1 11 L c i- c O) Q a--� 0 (6 Q (6 ���Q���QcnOzo 0 c 3 t O E O Hco<c Town of Fraser Sales Tax Report Adjusted Collections Town of Fraser Sales Tax Report Actual Collections }Wb' ZLOZ 110Z 67 E ZZ 8 i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# i0/A10# 76 18 000 60L'7 078' 11 159,740 110,982 679'LL 89Z'711 OZE'Z71 191,380 108,044 90,443 888'901 171,182 1,265,765 O $135,024 $144,032 0$ 0$ 0$ 0$ 0$ 0$ 0$ 0$ 0$ 0$ 990'6LZ$ $1,550,000 776'0ZZ' 1$ 00 EEL'6E1$ E61'ZE1$ 07[691$ Z86'011$ 1 $77,649 1 $114,268 1 $142,320 08£'161$ 770'801$ £77'06$ 888'901$ Z8 1'1L1$ 1 1 $1,544,822 1 $1,550,000 1 $5,178 EE 0- 1 2010 2011 Amt Z9 08 Z1 9L 0 08 01 87L 69E 97 1 19 9E 89E LL 0 E9 6E 00L EZ1 EZE 716'7 1Z6'91 90 166'11. 018'9 91Z'7 090'Z 68,156 9L6'E Z69 42,359 066'11 L9L'8 000'09 EEL'6E 1$ E61'ZE1$ 07[691$ $110,982 $77,649 $114,268 $142,320 08E' 161$ 770' 801$ £77'06$ 888'901$ $171,182 $1,544,822 $1,550,000 $5,178 EC 0 1 $134,819 1 $149,114 7Z9'991$ 066'86$ 1 $83,459 1 $110,052 09Z'071$ 7ZZ'EZ1$ 6901701$ 9E1'16$ 1 $149,247 1 $183,171 1 $1,526,065 000'009'1$ 9E6'EL$ Z917 I 2009 2010 Amt 1 E 71 76 0 L17 LL 91 88 9 80 9 69 1 91 E1 1Z ZZ 87 9Z 9L01 99 8 EZL 000 s6Z'61 16017'1 1119'9 1969'91 1906'7 L8s's- 19ZZ'- ZZZ'91 23,117 1 ZZZ'EZ- 1990' 91 15,845 118,970 O $134,819 $149,114 7Z9'891$ 066'86$ $83,459 Zs0'011$ 09Z'071$ 7ZZ'EZ 1$ 690'701$ $91,135 $149,247 $183,171 $1,526,065 000'009'1.$ 9E6'EL$ Z9 7 1 1 $154,114 c 9'091$ 11 9E1'991$ 11 $115,587 99£'88$ I 11 $115,639 11 $142,486 11 $139,446 11 $127,186 11 $114,357 181'EE1$ I 910'661$ 11 11 $1,645,035 000'009'1.$ 11 11 $45,035 18Z 11 L c i- c O) Q a--� 0 (6 Q (6 ���Q���QcnOzo 0 c 3 t O E O Hco<c Town of Fraser Sales Tax Report Adjusted Collections Town of Fraser Sales Tax Report Actual Collections Finance Update: 04/18/2012 Prepared: 04/11/2012 Transmitted with your packet this week is your March 2012 Financial Statements along with the February Sales Tax Report. The financials are a snap-shot (on the last day of the month) of the financial condition of the Town. At the bottom of the pages you will see the amount of the year which has elapsed, which you can compare to the revenues and expenditures percentages. On page one of the financials it will show you the amount of cash held and where it is held. Below that is a chart showing the cash allocations per fund. Following page one of the financials are the balance sheets and income statements for each Fund. Since the financials are just a specific look at the business at one specific time in history, it does not include any revenues which the Town has “earned” but not yet received, nor does it take into account any expenditures made but which not have been either billed or paid yet. To clarify the Balance sheet is a specific moment in time – the last day of the month, after all the subsystems have been closed and updated to the General Ledger, whereas the Income statement shows activity for the entire month compared to budget. At the end of this statement is our net revenue over expenditures, which can be either a negative (loss) or positive (gain) for the period. Losses again are by period and from my point of view signal the challenges of cash flow…especially if fund balances decline in future years. Sales tax receipts are always transmitted to the Town two months after they became due to the State. We just received the February Sales Tax receipts. Surprisingly our February receipts (actual collections) were up 8.22% over last year’s receipts for the same month. On an adjusted basis (the lower chart on the report) February was up 2.94% over last February. I used the term “surprisingly” because I was bracing for a large drop in revenue (WP was down 1.5% for February), and in fact I had given Jeff a fore warning due to reports I have been receiving from the lodging sectors in our valley – who were reporting drops in bookings from February thru April for this season as compared to last season. I hope to be similarly surprised with March receipts! For those new to the Board, our Sales Tax Report is provided to you with lump sums versus a report which breaks out sales tax receipts by business sectors, i.e. lodging, restaurants, department stores, etc. The reason behind this is my legal requirement to protect each individual remitter, keeping their data secret, and or not allowing any one to determine an individual remitter’s collection amounts. This is nearly impossible to do with the very small number of large remitters in our Town. So until we add a lot more large remitters we will need to examine sales tax receipts as a whole. I would certainly like to discuss what needs you might have in relation to sales tax receipts, and how that might be helpful to you as you develop policy for the Town,a nd how we might be able to meet those needs. nd Our Audit presentation will be on May 2. Paul Backes, the Town’s Principal from McMahan and Associates will join us for dinner for an open conversation as well as presenting the audit to the packed Board chamber . As always please contact me with any questions or concerns you might have: 726-5491 X206 or atnhavens@town.fraser.co.us. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com COMBINED CASH ACCOUNTS 01 -10200 GENERAL CHECKING #878 000884 01 -10220 GENERAL CO -01- 0160 -8001 TOTAL COMBINED CASH 01 -10100 CASH ALLOCATED TO OTHER FUNDS CASH ALLOCATION RECONCILIATION 10 ALLOCATION TO GENERAL FUND 20 ALLOCATION TO CONSERVATION TRUST FUND 30 ALLOCATION TO CAPITAL EQUIP REPLACEMENT FUND 32 ALLOCATION TO CAPITAL ASSET FUND 40 ALLOCATION TO DEBT SERVICE FUND 50 ALLOCATION TO WATER FUND 55 ALLOCATION TO WASTEWATER FUND 70 ALLOCATION TO PETERSEN TRUST TOTAL ALLOCATIONS TO OTHER FUNDS ALLOCATION FROM COMBINED CASH FUND 01 -10100 FOR ADMINISTRATION USE ONLY TOWN OF FRASER COMBINED CASH INVESTMENT MARCH 31, 2012 37,054.57 6,804,766.21 6,841,820.78 6,841,820.78) TOTAL UNALLOCATED CASH .00 2,982,540.03 26,479.20 419,234.57 59,327.71 735,666.09 505,867.57 2,101,154.10 11,551.51 6,841,820.78 6,841,820.78) ZERO PROOF IF ALLOCATIONS BALANCE .00 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:08PM PAGE: 1 ASSETS TOWN OF FRASER BALANCE SHEET MARCH 31, 2012 GENERAL FUND 10 -10100 CASH COMBINED FUND 2,982,540.03 10 -11100 PROPERTY TAXES RECEIVABLE 216,520.00 10 -11550 ACCTS REC BILLINGS 56,850.63 10 -12000 ALLOWANCE FOR DOUBTFUL ACCTS. 20,409.55) 10 -12500 FORFETURES DUE TOF FROM CCOERA 289.43) TOTAL ASSETS 3,235,211.68 LIABILITIES AND EQUITY LIABILITIES 10 -21000 ACCRUED WAGES 24,457.63 10 -21710 FWT /FICA PAYABLE 8,164.13 10 -21730 STATE WITHHOLDING PAYABLE 3,537.00 10 -21740 UNEMPLOYMENT TAXES PAYABLE 25.35 10 -21750 RETIREMENT PLAN PAYABLE 2,621.64 10 -21755 457 DEFERRED COMP PAYABLE 1,999.60 10 -21760 HEALTH INSURANCE PAYABLE 991.48 10 -21773 DEPENDENT CARE PAYABLE 1,127.35) 10 -21775 FLEX HEALTH PLAN PAYABLE 12,103.16 10 -22210 DEFERRED TAXES 216,520.35 10 -22920 SUBDIVISION IMP SECURITY DEP 74,262.00 10 -22930 DRIVEWAY PERMIT SURETY 3,500.00 10 -22940 PRE ANNEXATION DEPOSIT BPR 10,000.00 10 -22950 RENTAL PROPERTY DEPOSITS HELD 750.00 TOTAL LIABILITIES 357,804.99 FUND EQUITY 10 -27000 RESFUND BAL SAVINGS 750,000.00 10 -27100 RESTRICTED FUND BALANCE 223,805.00 UNAPPROPRIATED FUND BALANCE: 10 -29800 FUND BALANCE BEGINNING OF YR REVENUE OVER EXPENDITURES -YTD BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY FOR ADMINISTRATION USE ONLY 2,139,298.83 235,697.14) 1,903,601.69 2,877,406.69 3,235,211.68 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:08PM PAGE: 2 TAXES TOTAL TAXES LICENSES PERMITS 10 -32 -100 BUSINESS LICENSE FEES 10 -32 -110 LIQUOR LICENSE FEES TOTAL LICENSES PERMITS CHARGES FOR SERVICES MISCELLANEOUS REVENUE 10 -36 -100 INTEREST EARNINGS 10 -36 -300 RENTAL INCOME 10 -36 -610 REIMBURSABLE PROF SERVICES 10 -36 -900 MISCELLANEOUS REVENUE OTHER SOURCES TRANSFERS FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 GENERAL FUND TOTAL MISCELLANEOUS REVENUE 7,742.13 10 -31 -100 GENERAL FUND PROPERTY TAX 57,922.40 71,034.10 216,500.00 145,465.90 32.8 10 -31 -200 SPECIFIC OWNERSHIP TAX 769.93 1,411.87 8,000.00 6,588.13 17.7 10 -31 -300 MOTOR VEHICLE TAX 343.00 662.00 4,000.00 3,338.00 16.6 10 -31 -400 TOWN SALES TAX 135,024.03 135,024.03 1,550,000.00 1,414,975.97 8.7 10 -31 -410 USE TAX BUILDING MATERIALS 147.96 163.96 30,000.00 29,836.04 .6 10 -31 -420 USE TAX MOTOR VEHICLE SALES 2,803.92 7,256.16 25,000.00 17,743.84 29.0 10 -31 -430 STATE CIGARETTE TAX 452.46 452.46 5,000.00 4,547.54 9.1 10 -31 -800 FRANCHISE FEES 3,992.06 3,992.06 40,000.00 36,007.94 10.0 TOTAL FUND REVENUE 209,547.89 PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 201,455.76 219,996.64 1,878,500.00 1,658,503.36 11.7 220.00 300.00 9,000.00 8,700.00 3.3 .00 401.25 1,500.00 1,098.75 26.8 220.00 701.25 10,500.00 9,798.75 6.7 10 -34 -100 ANNEXATION FEES .00 .00 1,000.00 1,000.00 .0 10 -34 -110 ZONING FEES .00 .00 1,500.00 1,500.00 .0 10 -34 -120 SUBDIVISION FEES 50.00 50.00 1,500.00 1,450.00 3.3 10 -34 -130 MISCELLANEOUS PLANNING FEES 80.00 160.00 1,000.00 840.00 16.0 TOTAL CHARGES FOR SERVICES 130.00 210.00 5,000.00 4,790.00 4.2 530.07 325.00 4,177.62 2,709.44 1,368.65 2,245.00 6,706.56 17,617.45 4,000.00 9,000.00 55,000.00 35,000.00 27,937.66 103,000.00 248,845.55 4,052,383.00 2,631.35 34.2 6,755.00 24.9 48,293.44 12.2 17,382.55 50.3 75,062.34 27.1 10 -39 -999 CARRYOVER BALANCE .00 .00 2,055,383.00 2,055,383.00 .0 TOTAL OTHER SOURCES TRANSFERS .00 .00 2,055,383.00 2,055,383.00 .0 3,803,537.45 6.1 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:08PM PAGE: 3 TOWN BOARD TOTAL TOWN BOARD FOR ADMINISTRATION USE ONLY TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 GENERAL FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 10 -41 -110 SALARIES 3,820.00 3,820.00 26,000.00 22,180.00 14.7 10 -41 -220 FICA TAX 292.23 292.23 1,989.00 1,696.77 14.7 10 -41 -280 TRAINING PROGRAMS .00 52.50 2,000.00 1,947.50 2.6 10 -41 -290 TRAVEL, MEALS AND LODGING .00 .00 3,000.00 3,000.00 .0 10 -41 -295 MEALS AND ENTERTAINMENT 301.97 418.19 6,000.00 5,581.81 7.0 10 -41 -690 MISCELLANEOUS EXPENSE 326.00 416.00 2,500.00 2,084.00 16.6 10 -41 -860 GRANTS AND AID TO AGENCIES .00 .00 2,500.00 2,500.00 .0 10 -41 -861 INTERGOVERNMENTAL AGREEMENTS .00 .00 25,000.00 25,000.00 .0 10 -41 -862 FRASER/WINTER PARK POLICE DEPT 93,015.00 93,015.00 395,000.00 301,985.00 23.6 10 -41 -863 STREET LIGHTING AND SIGNALS 1,115.57 2,570.54 18,000.00 15,429.46 14.3 10 -41 -864 SPECIAL EVENTS .00 .00 10,000.00 10,000.00 .0 10 -41 -866 WOOD STOVE REBATES .00 .00 1,000.00 1,000.00 .0 10 -41 -867 CHAMBER OF COMMERCE -IGA .00 .00 111,615.00 111,615.00 .0 10 -41 -868 WINTER SHUTTLE IGA 20,000.00 30,000.00 52,000.00 22,000.00 57.7 10 -41 -870 BUSINESS DIST STREETSCAPE 769.00 769.00 .00 769.00) .0 10 -41 -871 BUSINESS ENHANCEMENT PROGRAMS 2,700.00 2,700.00 15,000.00 12,300.00 18.0 122,339.77 134,053.46 671,604.00 537,550.54 20.0 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:08PM PAGE: 4 ADMINISTRATION TOTAL ADMINISTRATION FOR ADMINISTRATION USE ONLY TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 GENERAL FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 10 -45 -110 SALARIES 25,494.02 59,486.12 215,250.00 155,763.88 27.6 10 -45 -210 HEALTH INSURANCE 6,343.86 12,687.72 45,340.00 32,652.28 28.0 10 -45 -220 FICA TAX 1,817.84 4,241.64 16,467.00 12,225.36 25.8 10 -45 -230 RETIREMENT 1,000.38 2,334.22 8,610.00 6,275.78 27.1 10 -45 -250 UNEMPLOYMENT TAX 76.50 178.50 646.00 467.50 27.6 10 -45 -280 TRAINING PROGRAMS .00 151.00 4,000.00 3,849.00 3.8 10 -45 -290 TRAVEL, MEALS AND LODGING .00 176.66 4,000.00 3,823.34 4.4 10 -45 -295 MEALS AND ENTERTAINMENT 241.27 377.77 3,000.00 2,622.23 12.6 10 -45 -310 LEGAL FEES 7,536.44 7,536.44 50,000.00 42,463.56 15.1 10 -45 -320 AUDIT FEES 13,500.00 13,500.00 18,720.00 5,220.00 72.1 10 -45 -330 ENGINEERING FEES 2,837.01 2,837.01 5,000.00 2,162.99 56.7 10 -45 -360 COMPUTERS NETWORKS AND SUPPORT 2,012.78 4,990.04 35,000.00 30,009.96 14.3 10 -45 -370 OTHER PROFESSIONAL SERVICES 3,105.00 3,228.24 40,000.00 36,771.76 8.1 10 -45 -375 REIMBURSABLE PROF SERVICES 3,427.51 3,427.51 55,000.00 51,572.49 6.2 10 -45 -380 JANITORIAL SERVICES 754.61 1,529.61 15,000.00 13,470.39 10.2 10 -45 -385 TREASURERS FEES 1,158.45 1,420.68 6,495.00 5,074.32 21.9 10 -45 -395 RECORDING FEES .00 .00 1,000.00 1,000.00 .0 10 -45 -410 BANK CHARGES 35.40 231.80 800.00 568.20 29.0 10 -45 -420 ELECTIONS 450.05 784.96 2,500.00 1,715.04 31.4 10 -45 -430 INSURANCE ALL DEPARTMENTS .00 22,227.85 56,000.00 33,772.15 39.7 10 -45 -440 ADVERTISING 238.19 238.19 1,500.00 1,261.81 15.9 10 -45 -490 PROFESSIONAL MEMBERSHIPS 1,719.31 5,481.31 7,000.00 1,518.69 78.3 10 -45 -500 OPERATING SUPPLIES 682.48 1,356.59 16,000.00 14,643.41 8.5 10 -45 -510 EQUIPMENT PURCHASE AND REPAIR .00 .00 20,000.00 20,000.00 .0 10 -45 -550 POSTAGE 241.00 241.00 3,000.00 2,759.00 8.0 10 -45 -560 UTILITIES TELEPHONE 564.74 1,336.34 8,000.00 6,663.66 16.7 10 -45 -561 UTILITIES NATURAL GAS 928.78 1,537.77 6,000.00 4,462.23 25.6 10 -45 -562 UTILITIES ELECTRICITY 588.99 1,152.04 7,000.00 5,847.96 16.5 10 -45 -569 UTILITIES TRASH REMOVAL 100.00 280.00 2,000.00 1,720.00 14.0 10 -45 -670 PROP MGMT 117 EISENHOWER DR 1,642.59 2,864.71 20,000.00 17,135.29 14.3 10 -45 -671 PROP MGMT 105 FRASER AVE .00 .00 1,000.00 1,000.00 .0 10 -45 -673 PROP MGMT 153 FRASER AVE 557.62 645.58 12,000.00 11,354.42 5.4 10 -45 -674 PROP MGMT 200 EISENHOWER DR .00 .00 2,000.00 2,000.00 .0 10 -45 -676 PROP MGMT 400 DOC SUSIE AVE 262.43 543.78 1,000.00 456.22 54.4 10 -45 -690 MISCELLANEOUS EXPENSE .00 1,000.00 8,000.00 7,000.00 12.5 10 -45 -810 LEASE /PURCHASE PRINCIPAL 8,631.96 8,631.96 17,476.00 8,844.04 49.4 10 -45 -820 LEASE /PURCHASE INTEREST 10,554.92 10,554.92 20,899.00 10,344.08 50.5 96,504.13 177,211.96 735,703.00 558,491.04 24.1 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 5 PUBLIC WORKS TOTAL PUBLIC WORKS WALK THROUGH HISTORY PARK TOTAL WALK THROUGH HISTORY PARK FOR ADMINISTRATION USE ONLY TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 GENERAL FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 10 -60 -110 SALARIES 35,350.15 85,871.33 410,000.00 324,128.67 20.9 10 -60 -210 HEALTH INSURANCE 10,001.74 19,963.85 63,000.00 43,036.15 31.7 10 -60 -220 FICA TAX 2,516.92 6,120.98 31,365.00 25,244.02 19.5 10 -60 -230 RETIREMENT 1,214.59 3,029.73 16,400.00 13,370.27 18.5 10 -60 -250 UNEMPLOYMENT TAX 106.04 257.61 1,230.00 972.39 20.9 10 -60 -280 TRAINING PROGRAMS 358.31 580.73 2,000.00 1,419.27 29.0 10 -60 -290 TRAVEL, MEALS AND LODGING .00 .00 2,000.00 2,000.00 .0 10 -60 -295 MEALS AND ENTERTAINMENT 60.00 81.75 500.00 418.25 16.4 10 -60 -330 ENGINEERING FEES 6,821.25 6,821.25 20,000.00 13,178.75 34.1 10 -60 -360 COMPUTER NETWORK SUPPORT 634.13 634.13 .00 634.13) .0 10 -60 -370 OTHER PROFESSIONAL SERVICES 5,542.50 11,663.00 2,500.00 9,163.00) 466.5 10 -60 -480 EQUIPMENT RENTAL .00 .00 5,000.00 5,000.00 .0 10 -60 -490 PROFESSIONAL MEMBERSHIPS .00 100.00 500.00 400.00 20.0 10 -60 -500 OPERATING SUPPLIES 11,410.44 18,918.90 65,000.00 46,081.10 29.1 10 -60 -506 PLANTS /PLANTER SUPPLIES 231.60 231.60 10,000.00 9,768.40 2.3 10 -60 -510 EQUIPMENT PURCHASE AND REPAIR 2,553.21 3,100.65 40,000.00 36,899.35 7.8 10 -60 -560 UTILITIES TELEPHONE 245.56 444.55 3,000.00 2,555.45 14.8 10 -60 -561 UTILITIES NATURAL GAS 1,233.20 2,011.64 7,000.00 4,988.36 28.7 10 -60 -562 UTILITIES ELECTRICITY 200.23 381.65 3,500.00 3,118.35 10.9 10 -60 -569 UTILITIES TRASH REMOVAL 53.83 176.64 2,500.00 2,323.36 7.1 10 -60 -670 PROP MGMT 125 FRASER AVE 587.67 587.67 5,000.00 4,412.33 11.8 10 -60 -673 PROP MGMT FRASER RIVER TRAIL .00 .00 35,000.00 35,000.00 .0 10 -60 -674 PROP MGMT HWY 40 PEDESTRIAN .00 .00 5,000.00 5,000.00 .0 10 -60 -676 PROP MGMT OLD SCHLHOUSE PK .00 .00 500.00 500.00 .0 10 -60 -679 PROP MGMT SCHOOL BUS GARAGE 716.95 1,215.12 8,000.00 6,784.88 15.2 10 -60 -681 PROP MGMT COZENS RANCH PARK .00 .00 10,000.00 10,000.00 .0 10 -60 -682 PROP MGMT AMTRAK STATION 12.59 12.59 1,500.00 1,487.41 .8 10 -60 -683 PROP MGMT PTARMIGAN OS .00 .00 1,500.00 1,500.00 .0 10 -60 -684 PROP MGMT FRODO .00 .00 3,500.00 3,500.00 .0 10 -60 -685 MOUNTAIN MAN PARK .00 .00 1,000.00 1,000.00 .0 10 -60 -690 MISCELLANEOUS EXPENSE 30.00 30.00 5,000.00 4,970.00 .6 10 -60 -725 STREET IMPROVEMENTS .00 .00 150,000.00 150,000.00 .0 79,880.91 162,235.37 911,495.00 749,259.63 17.8 10 -65 -370 OTHER PROFESSIONAL SERVICES .00 .00 1,500.00 1,500.00 .0 10 -65 -380 JANITORIAL SERVICES 400.00 850.00 5,000.00 4,150.00 17.0 10 -65 -500 OPERATING SUPPLIES .00 .00 1,000.00 1,000.00 .0 10 -65 -510 EQUIPMENT PURCHASE AND REPAIR .00 .00 5,000.00 5,000.00 .0 10 -65 -560 UTILITIES TELEPHONE 40.54 121.45 1,000.00 878.55 12.2 10 -65 -561 UTILITIES NATURAL GAS 308.17 469.41 1,200.00 730.59 39.1 10 -65 -562 UTILITIES ELECTRICITY 75.49 149.79 1,000.00 850.21 15.0 10 -65 -665 WTHP EXPENSES .00 .00 1,000.00 1,000.00 .0 10 -65 -670 PROP MGMT 120 ZEREX 49.98 49.98 2,000.00 1,950.02 2.5 10 -65 -690 MISCELLANEOUS EXPENSE 25.00 25.00 5,000.00 4,975.00 .5 899.18 1,665.63 23,700.00 22,034.37 7.0 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 6 TRANSFERS 10 -90 -920 TRANSFER TO CERF POLICE DEPT .00 .00 45,000.00 45,000.00 .0 10 -90 -930 TRANSFER TO CERF PUBLICWORKS .00 .00 50,000.00 50,000.00 .0 10 -90 -935 TRANSFER TO CAF .00 .00 75,000.00 75,000.00 .0 10 -90 -940 TRANSFER TO DEBT SERVICE FUND .00 .00 247,250.00 247,250.00 .0 TOTAL TRANSFERS .00 .00 417,250.00 417,250.00 .0 FISCAL AGENT 10 -95 -110 SALARIES 10 -95 -210 HEALTH INSURANCE 10 -95 -220 FICA TAX 10 -95 -230 RETI REMENT 10 -95 -250 UNEMPLOYMENT TAX TOTAL FISCAL AGENT TOTAL FUND EXPENDITURES NET REVENUE OVER EXPENDITURES FOR ADMINISTRATION USE ONLY TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT GENERAL FUND 6,212.04 6,212.04 .00 6,212.04) .0 2,503.48 2,503.48 .00 2,503.48) .0 455.23 455.23 .00 455.23) .0 186.88 186.88 .00 186.88) .0 18.64 18.64 .00 18.64) .0 9,376.27 9,376.27 .00 9,376.27) .0 309,000.26 484,542.69 2,759,752.00 2,275,209.31 17.6 99,452.37) 235,697.14) 1,292,631.00 1,528,328.14 18.2) 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 7 ASSETS 20 -10100 CASH COMBINED FUND 26,479.20 TOTAL ASSETS 26,479.20 LIABILITIES AND EQUITY FUND EQUITY UNAPPROPRIATED FUND BALANCE: 20 -29800 FUND BALANCE BEGINNING OF YR REVENUE OVER EXPENDITURES -YTD BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET MARCH 31, 2012 CONSERVATION TRUST FUND 25,045.95 1,433.25 26,479.20 26,479.20 26,479.20 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 8 REVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 CONSERVATION TRUST FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 20 -30 -100 CONS TRUST (LOTTERY) PROCEEDS 1,420.76 1,420.76 5,900.00 4,479.24 24.1 20 -30 -800 INTEREST EARNINGS 4.84 12.49 60.00 47.51 20.8 20 -30 -999 CARRYOVER BALANCE .00 .00 26,723.00 26,723.00 .0 TOTAL REVENUE 1,425.60 1,433.25 32,683.00 31,249.75 4.4 TOTAL FUND REVENUE 1,425.60 1,433.25 32,683.00 31,249.75 4.4 NET REVENUE OVER EXPENDITURES 1,425.60 1,433.25 32,683.00 31,249.75 4.4 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 9 ASSETS 30 -10100 CASH COMBINED FUND 419,234.57 TOTAL ASSETS 419,234.57 LIABILITIES AND EQUITY FUND EQUITY UNAPPROPRIATED FUND BALANCE: 30 -29800 FUND BALANCE BEGINNING OF YR REVENUE OVER EXPENDITURES -YTD BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET MARCH 31, 2012 CAPITAL EQUIP REPLACEMENT FUND 411,752.31 7,482.26 419,234.57 419,234.57 419,234.57 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 10 REVENUE TOTAL FUND REVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 CAPITAL EQUIP REPLACEMENT FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 30 -30 -100 HWY USE TAX PROCEEDS 3,701.73 7,294.02 42,844.00 35,549.98 17.0 30 -30 -800 INTEREST EARNINGS 72.58 188.24 300.00 111.76 62.8 30 -30 -900 TRANSFER FROM G/F POLICEDEPT .00 .00 45,000.00 45,000.00 .0 30 -30 -910 TRANSFER FROM G/F PUBLICWORK .00 .00 50,000.00 50,000.00 .0 30 -30 -920 TRANSFER FROM UTILITY FUNDS .00 .00 20,000.00 20,000.00 .0 30 -30 -999 CARRYOVER BALANCE .00 .00 408,619.00 408,619.00 .0 TOTAL REVENUE 3,774.31 7,482.26 566,763.00 559,280.74 1.3 3,774.31 7,482.26 566,763.00 559,280.74 1.3 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 11 EXPENDITURES TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 CAPITAL EQUIP REPLACEMENT FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 30 -40 -745 PUBLIC SAFETY FLEET PURCHASE .00 .00 45,000.00 45,000.00 .0 30 -40 -755 HEAVY EQUIPMENT PURCHASE .00 .00 200,000.00 200,000.00 .0 TOTAL EXPENDITURES .00 .00 245,000.00 245,000.00 .0 TOTAL FUND EXPENDITURES .00 .00 245,000.00 245,000.00 .0 NET REVENUE OVER EXPENDITURES 3,774.31 7,482.26 321,763.00 314,280.74 2.3 FOR ADMINISTRATION USE ONLY 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 12 ASSETS 32 -10100 CASH COMBINED FUND 59,327.71 TOTAL ASSETS 59,327.71 LIABILITIES AND EQUITY FUND EQUITY UNAPPROPRIATED FUND BALANCE: 32 -29800 FUND BALANCE BEGINNING OF YR REVENUE OVER EXPENDITURES -YTD BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET MARCH 31, 2012 CAPITAL ASSET FUND 59,299.59 28.12 59,327.71 59,327.71 59,327.71 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 13 CAPITAL ASSET REVENUE TOTAL CAPITAL ASSET REVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 CAPITAL ASSET FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 32 -30 -800 INTEREST EARNINGS 10.89 28.12 50.00 21.88 56.2 32 -30 -910 TRANSFER IN FROM GENERAL FUND .00 .00 75,000.00 75,000.00 .0 32 -30 -940 TRANSFER IN FROM DSF .00 .00 175,000.00 175,000.00 .0 32 -30 -999 CARRYOVER FUND BALANCE .00 .00 61,761.00 61,761.00 .0 TOTAL FUND REVENUE 10.89 10.89 28.12 311,811.00 311,782.88 .0 28.12 311,811.00 311,782.88 .0 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 14 CAPITAL ASSET EXPENDITURES 32 -40 -810 CAPITAL PROJ- STREETS EXISTING TOTAL CAPITAL ASSET EXPENDITURES TOTAL FUND EXPENDITURES FOR ADMINISTRATION USE ONLY TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 CAPITAL ASSET FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT .00 .00 NET REVENUE OVER EXPENDITURES 10.89 .00 250,000.00 250,000.00 .0 .00 250,000.00 250,000.00 .0 .00 .00 250,000.00 250,000.00 .0 28.12 61,811.00 61,782.88 .1 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 15 ASSETS 40 -10100 CASH COMBINED FUND 735,666.09 40 -11100 PROPERTY TAXES RECEIVABLE 80,000.00 TOTAL ASSETS 815,666.09 LIABILITIES AND EQUITY LIABILITIES 40 -22210 DEFERRED PROPERTY TAXES TOTAL LIABILITIES FUND EQUITY 40 -27000 RESFUND BAL -1 YEARS PAYMENT 300,000.00 40 -27100 RESTRICTED FUND BALANCE 379,358.00 UNAPPROPRIATED FUND BALANCE: 40 -29800 FUND BALANCE BEGINNING OF YR REVENUE OVER EXPENDITURES -YTD BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET MARCH 31, 2012 DEBT SERVICE FUND 29,779.88 26,528.21 80,000.00 56,308.09 80,000.00 735,666.09 815,666.09 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 16 REVENUE TOTAL FUND REVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 DEBT SERVICE FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 40 -30 -100 PROPERTY TAX 21,368.28 26,205.35 80,000.00 53,794.65 32.8 40 -30 -200 SPECIFIC OWNERSHIP TAX 284.04 520.86 3,000.00 2,479.14 17.4 40 -30 -800 INTEREST EARNINGS 124.60 326.11 400.00 73.89 81.5 40 -30 -910 TRANSFER IN FROM GENERAL FUND .00 .00 247,250.00 247,250.00 .0 TOTAL REVENUE 21,776.92 27,052.32 330,650.00 303,597.68 8.2 21,776.92 27,052.32 330,650.00 303,597.68 8.2 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 17 EXPENDITURES TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 DEBT SERVICE FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 40 -40 -385 TREASURERS FEES GO BOND 427.37 524.11 2,000.00 1,475.89 26.2 40 -40 -810 BOND PRINCIPAL 02 S &U ISSUE .00 .00 20,000.00 20,000.00 .0 40 -40 -811 BOND PRINCIPAL 98 GO ISSUE .00 .00 40,000.00 40,000.00 .0 40 -40 -812 BOND PRINCIPAL 98 S &U ISSUE .00 .00 155,000.00 155,000.00 .0 40 -40 -820 BOND INTEREST 02 S &U ISSUE .00 .00 9,476.00 9,476.00 .0 40 -40 -821 BOND INTEREST 98 GO ISSUE .00 .00 13,976.00 13,976.00 .0 40 -40 -822 BOND INTEREST 98 S &U ISSUE .00 .00 62,775.00 62,775.00 .0 40 -40 -850 BOND AGENT FEES .00 .00 2,500.00 2,500.00 .0 40 -40 -910 TRANSFER TO DSF RESERVES .00 .00 24,923.00 24,923.00 .0 TOTAL EXPENDITURES 427.37 524.11 330,650.00 330,125.89 .2 TOTAL FUND EXPENDITURES 427.37 524.11 330,650.00 330,125.89 .2 NET REVENUE OVER EXPENDITURES 21,349.55 26,528.21 .00 26,528.21) .0 FOR ADMINISTRATION USE ONLY 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 18 ASSETS 50 -10100 CASH COMBINED FUND 50 -11500 NR CUSTOMER SERVICE CHARGES 50 -11600 NR FOX RUN -GRAND CO HOUSING 50 -16100 LAND 50 -16200 BUILDINGS 50 -16203 WELLS SYSTEM 50 -16212 WATER DISTRIBUTION /STORAGE 50 -16213 WELLS 50 -16400 EQUIPMENT 50 -16500 WATER RIGHTS 50 -17900 ACCUMULATED DEPRECIATION TOTAL ASSETS 12,519,713.45 LIABILITIES AND EQUITY LIABILITIES 50 -21100 ACCRUED PTO AND BENEFITS TOTAL LIABILITIES FUND EQUITY 50 -27000 RESFUND BAL 0 M 200,000.00 UNAPPROPRIATED FUND BALANCE: 50 -29800 RETAINED EARNINGS REVENUE OVER EXPENDITURES -YTD BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET MARCH 31, 2012 WATER FUND 12,246,833.40 65,059.14 505,867.57 161,056.19 21,200.00 100,000.00 2,915,858.49 768,371.74 9,845,211.82 1,063,119.43 239,923.02 19,775.86 3,120,670.67) 7,820.91 12,311,892.54 7,820.91 12,511,892.54 12,519, 713.45 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 19 LICENSES PERMITS CHARGES FOR SERVICES MISCELLANEOUS REVENUE 50 -36 -100 INTEREST EARNINGS 50 -36 -900 MISCELLANEOUS REVENUE OTHER SOURCES TRANSFERS TOTAL FUND REVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 WATER FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 50 -32 -100 EXCAVATION PERMIT FEES .00 .00 200.00 200.00 .0 TOTAL LICENSES PERMITS .00 .00 200.00 200.00 .0 50 -34 -100 CUSTOMER SERVICE CHARGES 152,686.50 152,111.50 605,000.00 452,888.50 25.1 50 -34 -150 PENALTIES INTEREST 1,100.19 1,707.86 1,000.00 707.86) 170.8 50 -34 -200 PLANT INVESTMENT FEES .00 .00 8,000.00 8,000.00 .0 50 -34 -300 WATER METER SALES .00 .00 1,000.00 1,000.00 .0 TOTAL CHARGES FOR SERVICES 153,786.69 153,819.36 615,000.00 461,180.64 25.0 94.36 120.00 TOTAL MISCELLANEOUS REVENUE 214.36 238.66 290.00 50 -39 -999 CARRYOVER BALANCE .00 .00 393,020.00 393,020.00 .0 TOTAL OTHER SOURCES TRANSFERS .00 .00 393,020.00 393,020.00 .0 154,001.05 154,348.02 300.00 5,000.00 528.66 5,300.00 61.34 79.6 4,710.00 5.8 4,771.34 10.0 1,013,520.00 859,171.98 15.2 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 20 EXPENDITURES TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 WATER FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 50 -40 -110 SALARIES 17,185.77 39,487.92 170,000.00 130,512.08 23.2 50 -40 -210 HEALTH INSURANCE 4,770.99 9,543.78 32,000.00 22,456.22 29.8 50 -40 -220 FICA TAX 1,192.53 2,736.90 13,005.00 10,268.10 21.0 50 -40 -230 RETIREMENT 651.84 1,533.16 6,800.00 5,266.84 22.6 50 -40 -250 UNEMPLOYMENT TAX 50.19 117.20 510.00 392.80 23.0 50 -40 -280 TRAINING PROGRAMS 16.00 335.96 3,500.00 3,164.04 9.6 50 -40 -290 TRAVEL, MEALS AND LODGING .00 .00 3,500.00 3,500.00 .0 50 -40 -295 MEALS AND ENTERTAINMENT .00 .00 2,000.00 2,000.00 .0 50 -40 -310 LEGAL FEES 21,257.67 21,257.67 35,000.00 13,742.33 60.7 50 -40 -330 ENGINEERING FEES .00 .00 40,000.00 40,000.00 .0 50 -40 -360 COMPUTERS NETWORKS AND SUPPORT 190.77 381.55 10,000.00 9,618.45 3.8 50 -40 -370 OTHER PROFESSIONAL SERVICES 2.42 2.42 15,000.00 14,997.58 .0 50 -40 -430 INSURANCE .00 .00 20,000.00 20,000.00 .0 50 -40 -440 ADVERTISING .00 .00 500.00 500.00 .0 50 -40 -460 SYSTEM REPAIR AND MAINT PROD 278.39 804.54 30,000.00 29,195.46 2.7 50 -40 -465 SYSTEM REPAIR AND MAINT DIST 185.66 661.81 30,000.00 29,338.19 2.2 50 -40 -490 PROFESSIONAL MEMBERSHIPS .00 3,997.50 8,000.00 4,002.50 50.0 50 -40 -500 OPERATING SUPPLIES PRODUCTION 1,086.94 1,139.26 30,000.00 28,860.74 3.8 50 -40 -505 OPERATING SUPPLIES DISTRIB .00 10.40 25,000.00 24,989.60 .0 50 -40 -510 EQUIPMENT PURCHASE AND REPAIR .00 .00 5,000.00 5,000.00 .0 50 -40 -520 TESTING .00 .00 5,000.00 5,000.00 .0 50 -40 -550 POSTAGE BILLING SUPPLIES 100.00 100.00 3,500.00 3,400.00 2.9 50 -40 -560 UTILITIES TELEPHONE 246.56 671.82 5,500.00 4,828.18 12.2 50 -40 -562 UTILITIES ELECTRICITY 3,211.50 6,506.99 45,000.00 38,493.01 14.5 50 -40 -670 PROP MGMT FRASER WTP .00 .00 6,000.00 6,000.00 .0 50 -40 -680 PROP MGMT MARYVALE WTP .00 .00 6,000.00 6,000.00 .0 50 -40 -690 MISCELLANEOUS EXPENSE .00 .00 2,000.00 2,000.00 .0 50 -40 -715 WATER RIGHTS DIVERSION DEV .00 .00 235,000.00 235,000.00 .0 50 -40 -730 CAPITAL PROJECTS .00 .00 150,000.00 150,000.00 .0 50 -40 -930 TRANSFER TO CERF .00 .00 10,000.00 10,000.00 .0 50 -40 -970 TRANSFER TO O &M RESERVES .00 .00 60,000.00 60,000.00 .0 TOTAL EXPENDITURES 50,427.23 89,288.88 1,007,815.00 918,526.12 8.9 TOTAL FUND EXPENDITURES 50,427.23 89,288.88 1,007,815.00 918,526.12 8.9 NET REVENUE OVER EXPENDITURES 103,573.82 65,059.14 5,705.00 59,354.14) 1140.4 FOR ADMINISTRATION USE ONLY 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 21 ASSETS LIABILITIES AND EQUITY LIABILITIES FUND EQUITY BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET MARCH 31, 2012 WASTEWATER FUND 55 -10100 CASH COMBINED FUND 2,101,154.10 55 -11500 NR CUSTOMER SERVICE CHARGES 160,193.65 55 -11550 NR- BILLINGS 7,105.50 55 -11900 MISCELLANEOUS RECEIVABLES .17) 55 -15950 CAP REPL RES HELD W /JFOC 839,294.00 55 -15955 O &M RESERVE HELD W /JFOC 52,364.00 55 -16100 LAND 144,320.40 55 -16200 SEWER TREATMENT PLANT 3,219,129.79 55 -16210 METER BUILDING IMPROVEMENTS 8,056.39 55 -16220 SEWER COLLECTION SYSTEM 10,768,408.30 55 -16250 CONSOLIDATED COLLECTION SYSTEM 279,069.00 55 -16400 EQUIPMENT 35,489.17 55 -17900 ACCUMULATED DEPRECIATION 637,212.97) 55 -17905 ACCUM DEPR PLANT /JFOC 38,370.80) 55 -17910 ACCUM DEPR SEWER COLLECT -FSD 2,591,354.35) 55 -17915 ACCUM DEPR- EQUIPMENT 35,489.48) TOTAL ASSETS 14,312,156.53 55 -20210 ACCRUED NP AUDIT 12,600.00 55 -21100 ACCRUED PTO AND BENEFITS 7,689.72 TOTAL LIABILITIES 20,289.72 UNAPPROPRIATED FUND BALANCE: 55 -29800 RETAINED EARNINGS 13,599,201.01 55 -29810 RETAINED EARNINGS UNRESTRICT 53,572.01) 55 -29820 RETAINED EARNINGS RESTRICTED 654,109.00 REVENUE OVER EXPENDITURES -YTD 92,128.81 14,291,866.81 14,291,866.81 14,312,156.53 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 22 CHARGES FOR SERVICES TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 WASTEWATER FUND 55 -34 -100 CUSTOMER SERVICE CHARGES 151,742.70 151,097.70 604,000.00 452,902.30 25.0 55 -34 -150 PENALTIES INTEREST 83.22 665.40 1,000.00 334.60 66.5 55 -34 -200 PLANT INVESTMENT FEES .00 .00 7,500.00 7,500.00 .0 TOTAL CHARGES FOR SERVICES 151,825.92 151,763.10 612,500.00 460,736.90 24.8 MISCELLANEOUS REVENUE PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 55 -36 -100 INTEREST EARNINGS 372.59 968.60 2,000.00 1,031.40 48.4 55 -36 -500 JFOC MANAGEMENT FEE 7,105.50 7,105.50 28,420.00 21,314.50 25.0 TOTAL MISCELLANEOUS REVENUE 7,478.09 8,074.10 30,420.00 22,345.90 26.5 OTHER SOURCES TRANSFERS 55 -39 -999 CARRYOVER BALANCE .00 .00 2,077,233.00 2,077,233.00 .0 TOTAL OTHER SOURCES TRANSFERS .00 .00 2,077,233.00 2,077,233.00 .0 TOTAL FUND REVENUE 159,304.01 FOR ADMINISTRATION USE ONLY 159,837.20 2,720,153.00 2,560,315.80 5.9 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 23 EXPENDITURES TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 WASTEWATER FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 55 -40 -110 SALARIES 14,460.29 33,095.15 180,000.00 146,904.85 18.4 55 -40 -210 HEALTH INSURANCE 3,400.38 6,818.68 30,000.00 23,181.32 22.7 55 -40 -220 FICA TAX 1,041.11 2,379.36 13,770.00 11,390.64 17.3 55 -40 -230 RETIREMENT 539.60 1,269.96 7,200.00 5,930.04 17.6 55 -40 -250 UNEMPLOYMENT TAX 41.82 97.58 540.00 442.42 18.1 55 -40 -280 TRAINING PROGRAMS .00 .00 2,000.00 2,000.00 .0 55 -40 -290 TRAVEL, MEALS AND LODGING .00 22.32 2,000.00 1,977.68 1.1 55 -40 -295 MEALS AND ENTERTAINMENT 12.79 12.79 500.00 487.21 2.6 55 -40 -310 LEGAL FEES .00 .00 5,000.00 5,000.00 .0 55 -40 -330 ENGINEERING FEES .00 .00 20,000.00 20,000.00 .0 55 -40 -360 COMPUTERS NETWORKS AND SUPPORT 1,393.84 1,584.61 6,000.00 4,415.39 26.4 55 -40 -370 OTHER PROFESSIONAL SERVICES 744.41 1,902.11 10,000.00 8,097.89 19.0 55 -40 -410 BANK CHARGES .00 .00 100.00 100.00 .0 55 -40 -430 INSURANCE .00 .00 5,500.00 5,500.00 .0 55 -40 -460 SYSTEM REPAIR AND MAINT COLLEC .00 .00 50,000.00 50,000.00 .0 55 -40 -490 PROFESSIONAL MEMBERSHIPS 500.00 4,737.50 6,000.00 1,262.50 79.0 55 -40 -500 OPERATING SUPPLIES COLLECTIONS .00 .00 5,000.00 5,000.00 .0 55 -40 -510 EQUIPMENT PURCHASE AND REPAIR .00 .00 5,500.00 5,500.00 .0 55 -40 -520 TESTING 25.00 50.00 1,000.00 950.00 5.0 55 -40 -550 POSTAGE BILLING SUPPLIES 100.00 100.00 2,500.00 2,400.00 4.0 55 -40 -560 UTILITIES TELEPHONE 44.89 67.33 1,500.00 1,432.67 4.5 55 -40 -650 WW TREATMENT CHARGES /JFOC 11,366.94 15,571.00 185,310.00 169,739.00 8.4 55 -40 -690 MISCELLANEOUS EXPENSE .00 .00 3,000.00 3,000.00 .0 55 -40 -730 CAPITAL PROJECTS .00 .00 75,000.00 75,000.00 .0 55 -40 -930 TRANSFER TO CERF .00 .00 10,000.00 10,000.00 .0 TOTAL EXPENDITURES 33,671.07 67,708.39 627,420.00 559,711.61 10.8 TOTAL FUND EXPENDITURES 33,671.07 67,708.39 627,420.00 559,711.61 10.8 NET REVENUE OVER EXPENDITURES 125,632.94 92,128.81 2,092,733.00 2,000,604.19 4.4 FOR ADMINISTRATION USE ONLY 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 24 ASSETS TOWN OF FRASER BALANCE SHEET MARCH 31, 2012 PETERSEN TRUST 70 -10100 CASH COMBINED FUND 11,551.51 TOTAL ASSETS 11,551.51 LIABILITIES AND EQUITY FUND EQUITY UNAPPROPRIATED FUND BALANCE: 70 -29800 FUND BALANCE BEGINNING OF YR 11,582.35 REVENUE OVER EXPENDITURES -YTD 30.84) BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY FOR ADMINISTRATION USE ONLY 11,551.51 11,551.51 11,551.51 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 25 REVENUE 70 -30 -800 INTEREST EARNINGS 70 -30 -999 CARRYOVER BALANCE TOTAL REVENUE TOTAL FUND REVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 PETERSEN TRUST PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 2.42 5.16 10.00 4.84 51.6 .00 .00 12,272.00 12,272.00 .0 2.42 5.16 12,282.00 12,276.84 .0 2.42 5.16 12,282.00 12,276.84 .0 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 26 EXPENDITURES 70 -40 -670 PETERSEN TRUST EXP TRAIL TOTAL EXPENDITURES TOTAL FUND EXPENDITURES NET REVENUE OVER EXPENDITURES FOR ADMINISTRATION USE ONLY TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT PETERSEN TRUST 36.00 36.00 36.00 12,282.00 12,246.00 .3 36.00 12,282.00 12,246.00 .3 36.00 36.00 12,282.00 12,246.00 .3 33.58) 30.84) .00 30.84 .0 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 27 ASSETS LIABILITIES AND EQUITY FUND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET MARCH 31, 2012 GENERAL FIXED ASSETS 91 -16100 LAND 730,630.35 91 -16200 ADMINISTRATION BUILDING 208,379.39 91 -16203 MAINTENANCE BUILDING 57,722.51 91 -16208 HOUSE 400 DOC SUSIE AVE 54,839.27 91 -16209 VISITOR CENTER 183,895.00 91 -16211 BUSBARN 105 FRASER AVE HOUSE 100,000.00 91 -16250 CHURCH 267,000.00 91 -16306 PARKS 367,800.08 91 -16311 STREET IMPROVEMENTS 3,439,840.00 91 -16312 HIGHWAY 40 PATH 8,872.00 91 -16490 EQUIPMENT OTHER 872,015.00 91 -16500 OFFICE EQUIPMENT 57,261.75 91 -17900 ACCUMULATED DEPRECIATION 2,260,048.61) TOTAL ASSETS 4,088,206.74 UNAPPROPRIATED FUND BALANCE: 91 -29800 INVESTMENT IN FIXED ASSETS 4,088,206.74 BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY 4,088,206.74 4,088,206.74 4,088,206.74 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 28 ASSETS LIABILITIES AND EQUITY LIABILITIES 95 -25050 2002 SERIAL BONDS 95 -25060 1998 REVENUE REFUNDING BONDS 95 -25070 1998 GENERAL OBLIGATION BONDS 95 -25200 ACCRUED COMPENSATED ABSENCES 95 -25500 CAPITAL LEASES KOMATSU LOADER FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET MARCH 31, 2012 GENERAL LONG -TERM DEBT 95 -18100 AMOUNT TO BE PROVIDED 3,131,161.31 TOTAL ASSETS 3,131,161.31 360,000.00 2,035,000.00 475,000.00 15,677.17 245,484.14 TOTAL LIABILITIES 3,131,161.31 TOTAL LIABILITIES AND EQUITY 3,131,161.31 25 OF THE FISCAL YEAR HAS ELAPSED 04/05/2012 02:09PM PAGE: 29 Planner Update for TB April 18, 2012 Welcome new trustees and new mayor! Welcome Mayor Peggy Smith and Cheri and Eileen to the Town of Fraser Town Board (TB). We look forward to working with you! Accessory Dwelling Unit (ADU) Information: On March 21, 2012, the TB adopted ordinance # 394, which amends the Fraser Zoning Regulations to implement a temporary amnesty program for nonconforming accessory dwelling units. Included in your packet is a memo that was mailed out to property owners on April 10, 2012, an application form for the program and ordinance #394. Signage: On February 1, 2012, the TB enacted an ordinance that codified changes to the Fraser Sign Code. During the development of these new sign regulations and as we have all struggled with the current economic climate, the Town had granted some leniency regarding enforcing the sign code. With the adoption of the new Sign Code, staff was directed to contact businesses and ensure that all signage is in compliance with the code. We are pleased to report that most signage has been brought into compliance. Staff is working with the few remaining businesses that are not in compliance. Planning Commission: On 4/25/12, the Planning Commission has a public hearing scheduled for a Development Permit for commercial development on Market Street at the Village at Grand Park. The Planning Commission (PC) reviewed the architectural drawings at a workshop at the 3/28/12 Planning Commission meeting. The PC welcomes Mayor Peggy Smith back to Planning Commission in addition to our 2 other new members, Tim Hodsdon and Travis Powell. Business Enhancement Grant: See supplemental memo on this topic. Building Permits: The Building Department has signed off on 2 building permits on Pioneer Trail in Rendezvous. Please contact me with questions and/or comments. ctrotter@town.fraser.co.us. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com PUBLIC WORKS BRIEFING (As of 4/12/12 for 4/18 meeting) WATER~ Fraser River Bank Stabilization Project- The contractor anticipates beginning rd the work as soon as April 23. We have procuring and stock piled angular rip rap material for this project. PW staff will assist the contractor with additional equipment and materials hauling as needed on this project. St. Louis Creek Breach - Update: Due to the lack of a response from the property owner I have discontinued sending reminder emails. Until such time that we receive an approval letter from the property owner we will not be able to submit our permit application to the USACE. It is somewhat fortunate that we Leak Detection Survey: Staff completed phase 1 of 2 of our water distribution system leak detection survey on the Rendezvous/GP portion of our system. Phase 2 will be the old town portion of the system as we needed to wait until later ices to keep them from freezing have shut them off. This will be an annual program following this initial full system survey where half of the system will alternate being surveyed every-other-year. SANITARY SEWER~ Staff will begin inspections of manholes looking for I&I issues over the next several weeks. STREETS~ Street sweeping operations continue. 2012 Streets and Drainage Improvements Projects- see attached supplemental briefing for details. GARDENER~ Preparing annual planting/tree orders. Staff is attending further training related to our noxious weed management program. There is a help wanted ad in the local paper advertizing for seasonal gardeners. Updating our noxious weed management equipment OTHER~ PW staff will be attending various safety/trainings over the next 2 months. Work Zone Traffic Control Î Heavy Equipment Maintenance Inspections Î There is an ad in the local paper advertizing for seasonal Maintenance Laborers and seasonal Gardener Laborers Questions? anordin@town.fraser.co.us or 970-531-1844. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com ÚÎßÍÛÎñÉ×ÒÌÛÎ ÐßÎÕ ÐÑÔ×ÝÛ ÜÛÐßÎÌÓÛÒÌ Ó»³± ̱æ Winter Park Town Council & Fraser Town Board Ú®±³æ Glen Trainor, Chief of Police Ü¿¬»æ April 9, 2012 λæ March, 2012 Monthly Report During the month of March, we handled a total of 155 calls for service. Of those calls, 102 were in the Town of Winter Park, and 42 of those were in Fraser. We also issued 22 citations in Winter Park and 5 in the Town of Fraser. During the month, we responded to the following types of major incidents: Harassment/Disorderly Conduct 3 Theft 6 DUI 2 Drug Violations 2 Assault 4 Child Neglect 1 Unattended Death 1 I rte,' ormr A TO: Property Owner FROM: Catherine E. Trotter, Fraser Town Planner DATE: April 10, 2012 RE: 2012 Accessory Dwelling Unit (ADU) Cleanup Program If you have received this information, we believe that your property at may have a secondary dwelling unit and we encourage you to contact the Town to see how this program can benefit you. The Town of Fraser is offering a temporary amnesty program to encourage property owners to bring nonconforming accessory dwelling units into compliance with the zoning regulations and applicable water and sewer requirements. During this amnesty program, which ends December 31, 2012, owners of qualifying units may apply for a conditional use permit, to be processed under a simplified, expedited administrative procedure without payment of the usual application fees (other than a building inspection fee) and any unpaid water or sewer plant investment fees applicable to the ADU will be waived. An Accessory Dwelling Unit (ADU) is a secondary dwelling unit established in conjunction with and incidental to a single family detached unit (mother -in -law apartment). In accordance with the Fraser Municipal Code (Section 16- 6 -30), an ADU may be allowed if the applicant applies for a conditional use permit, the Planning Commission recommends approval of the permit and the Town Board approves the ADU as a conditional use. In January 2011, the Town Board adopted a water and sewer utility service rate schedule which charges water utility customers a base rate per quarter plus a water consumption rate. In order to ensure accurate implementation of this new rate structure, each user account was carefully reviewed to ensure that all properties within the Town are charged for water and sewer services properly and consistently and to eliminate any potential inequities and /or non- compliance. During this review process, it became apparent that some accounts had been improperly assessed and need to be adjusted to comply with the new rate structure. Upon receipt of a complete application and a $47.00 site and building inspection fee, an inspection will be scheduled. The following items will be inspected: 1. Size of ADU unit 2. Confirm that the ADU is attached to the principal dwelling unit or a detached garage 3. Separate egress 4. Adequate parking 5. Access to utilities 6. Plumbing connections and venting of fixtures 7. Connection and venting of fuel burning appliances 8. Smoke alarms and Carbon Monoxide detectors If you have any questions about the program, or would like any additional information, please contact Catherine Trotter, Town Planner, at 970 726- 5491x209 or email ctrotter @town.fraser.co, us. Town of Fraser PO Box 370, Fraser, CO 80442 office 970- 726 -5491 fax 970 726 -5518 www.frasercolorado.com P.I.N: Property Owner: Mailing Address: Email Address: Date: L 0 R 1. D 0 ADDITIONAL INFORMATION /SPECIAL CONDITIONS: O TOWN OF FRASER P.O. Box 370, 153 Fraser Avenue, Fraser, CO. 80442 Phone: 970 726 -5491 Fax: 970 726 -5518 Website: www.frasercolorado.com 2012 Accessory Dwelling Unit (ADU) Cleanup Program Application Form GENERAL INFORMATION TOWN OF FRASER ORDINANCE NO. 394 SERIES OF 2012 AN ORDINANCE AMENDING THE FRASER ZONING REGULATIONS TO IMPLEMENT A TEMPORARY AMENESTY PROGRAM FOR NONCONFORMING ACCESSORY DWELLING UNITS WHEREAS, pursuant to Colorado Revised Statutes, Title 31, Article 23, Part 3, the Board of Trustees of the Town of Fraser is authorized to adopt and amend zoning regulations applicable within the Town; and WHEREAS pursuant to such authority, the Board of Trustee previously adopted regulations governing the construction and use of accessory dwelling units "ADU's as defined and provided in the Fraser Municipal Code; and WHEREAS, the Board has also established water and sewer plant investment fees and service fees applicable to primary and accessory dwelling units within the Town; and WHEREAS, the Board finds and determines that there currently exist several properties within the Town which may have accessory dwelling units that do not conform to the requirements of the zoning regulations or for which the applicable water and sewer fees have not been paid; and WHEREAS, the Board has received and reviewed proposed amendments to the zoning regulations, which would establish a temporary amnesty program designed to allow the owners of such nonconforming accessory dwelling units to bring such units into compliance with the zoning regulations and the water and sewer fee requirements applicable to such units; and WHEREAS, a public hearing on such amendments was held by the Board of Trustees of the Town of Fraser, Colorado, pursuant to notice of said public hearing properly published as required by the Code of the Town of Fraser and Section 31 -23 -304, Colorado Revised Statutes, as amended; and WHEREAS, the Board of Trustees finds and determines that the proposed amendments are in the best interests of the public health, safety and general welfare of the citizens, residents and taxpayers of the Town of Fraser; and that all applicable requirements of the Code of the Town of Fraser and state statutes have been met with respect to the adoption of said amendments. 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 16 (Zoning), Article 6 (Permitted Accessory Buildings and Uses and Conditional Uses), of the Fraser Municipal Code (herein sometimes referred to as the "Municipal Code is hereby amended by the adding a new Section 16 -6 -70 to said Article, which shall read as follows: Sec. 16 -6 -70. Temporary Amnesty Program for Accessory Dwelling Units: (a) Purpose: The purpose of the temporary amnesty program provided in this Section is to encourage property owners to bring nonconforming accessory dwelling units into compliance with the zoning regulations and applicable water and sewer requirements. During the amnesty period, owners of qualifying units may apply for a conditional use permit, to be processed under a simplified, expedited administrative procedure and without payment of the usual application fees (other than a building inspection fee), and any unpaid water or sewer plant investment fees applicable to the accessory dwelling unit will be waived. (b) Time Frame: The amnesty program will be in effect from the effective date of this ordinance until December 31, 2012, during which period the owner of any existing accessory dwelling unit "ADU created on before the effective date of this ordinance may submit a completed application for a conditional use permit for the unit. If a conditional use permit is not applied for and issued while the amnesty program is in effect, the owner of any illegal nonconforming unit shall be subject to prosecution and the sanctions provided in the Municipal Code and will be responsible for payment of all plant investment fees and service fees due with respect to the unit. (c) Eligibility: In order to be eligible for the amnesty program, the owner and the accessory dwelling unit must meet the following criteria: (1) The unit must have been established or constructed, without obtaining a conditional use permit, prior to the effective date of this ordinance, when this amnesty program was implemented. (2) The unit must meet the definition of an accessory dwelling unit, as set forth in Section 16 -1-40 of the Municipal Code, and must comply or be made to comply with the criteria specified in Section 16 -6 -30 (1 -5) of the Municipal Code. (3) The unit must be inspected and found or be made to comply with the applicable requirements in this Section 16 -6 -70. (4) If it is determined that any plant investment fee applicable to the accessory dwelling unit has not been paid, the unpaid amount will be waived. However, if water and sewer service fees have not been previously billed and paid for the unit, the owner will be responsible for payment of such service fees from the date of approval of the conditional use permit for the unit. (d) Procedure: The following procedures shall apply during the amnesty period: (1) Applications concerning eligible ADU's shall be reviewed and approved by Town staff, as designated by the Town Manager, in lieu of the procedures provided in Section 16 -6 -60 of the Municipal Code. (2) A person desiring to obtain a conditional use permit and, if applicable, waiver of unpaid plant investment fees, shall submit a completed application for such permit upon application forms provided by Town staff. There will be no application fee for filing such application, other than the inspection fee provided below. (3) Upon receipt of an application and determination by Town staff that the application is complete, an inspection of the site and building will be scheduled. The applicant shall pay a fee of $47.00 for such site and building inspection. The inspection shall include, but is not necessarily limited to, the following items: (i) Size of ADU unit; (ii) Confirm that the ADU is attached to the principal dwelling unit or detached garage; (iii) Separate egress; (iv) Adequate parking; (v) Access to utilities; (vi) Plumbing connections and venting of fixtures; (vii) Connection and venting of fuel burning appliances; (viii) Smoke alarms and CO detectors; (4) Following such inspection, if modifications to the site or building are necessary to meet the applicable criteria, the applicant will be so notified and allowed a reasonable time to complete such modifications. Any and all modifications must be completed by December 31, 2012. (5) If staff determines that all requirements and criteria have been satisfied by the applicant, a conditional use permit shall be issued for the accessory dwelling unit, which permit may include such conditions as staff determines are appropriate for such units generally or for a particular unit. Otherwise, if such requirements and criteria are not met, the application shall be denied. (e) Repeal: This Section 16 -6 -70 is repealed effective at midnight on December 31, 2012; provided, that such repeal shall not affect any completed application submitted under the provisions of this Section prior to that time. Any such pending application shall be processed and either approved or denied in accordance with the provisions of this Section notwithstanding such repeal. PART 2: PENALTY CLAUSES. The following section of the Fraser Municipal Code contains penalty clauses applicable to violations of the above provisions, and such section, although not amended, is herewith set forth in full: Sec. 1 -4 -10. General penalty for violation. It shall be unlawful for any person to violate, disobey, omit, neglect, refuse or fail to comply with or resist the enforcement of any provision of this Code; and where no specific penalty is provided therefor, the violation of any provision of this Code shall be punished by a fine not exceeding one thousand dollars ($1,000.00), by imprisonment for a term not exceeding one (1) year, or by both such fine and imprisonment. Each day such violation continues shall be considered a separate offense. 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. This Ordinance shall take effect thirty (30) days after passage, adoption and publication thereof as provided by law. PART 5: PUBLICATION. This Ordinance shall be published by title only. READ, PASSED, ADOPTED AND ORDERED PUBLISHED BY THE BOARD OF TRUSTEES AND SIGNED THIS 21st DAY of MARCH, 2012. Votes in favor: fp Votes opposed: 0 Votes abstained: (a Fran Cook, Mayor ATTEST: Lu Berger, Town C Published in the Middle Park Times on March 29, 2012. BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO Town of FraserVendor History - Calendar Year Transaction Dates: 1/1/2011 - 12/31/2012Apr 26, 2012 03:07PM Vendor:7970Holland & HartTotals CategoryReport DatesYear 2012Year 2011 PO Box 17283 1099 165,218.3928,435.136,782.8 Amount590 Denver, CO 80217-0283Purchases165,218.3920,475.144,742.5 845 Phone:303.295.8000Adjustments..0 00 Contact:SEE NOTES SECTION FOR ADDRESSEPayments165,218.3928,435.136,782.8 590 Activation Date:Discounts..0 00 Termination Date:Discounts Lost..0 00 Terms Open Terms Code: Default Description:DateNumberAmount Standard GL Accou Vendor Type:NormalLast PO:01/01/0001.0 0 Rating:Last 03/30/201211475634,653.00 Invoice: 1099 ID Number:84-0382505Last Check:04/27/2012197646,801.92 Balance:.00 Addresses on General Tab are for A/P Remitance Only Physical Address: 555 17th Street, Ste 3200 Denver CO 80202 Mailing Address: PO Box 8749 Denver CO 80201-8749 Anne J. Castle 303.295.8229 303.975.5435 FAX acastle@hollandhart.com www.westernwaterlaw.com Invoice Detail InvoiceInvoiceSeqGLTypeInput DateDescriptionAmountPaymentDiscountPO NumberPOCheckGL Account DateNumberPeriodDue SeqNumber Date 01/28/2011056810112/10Invoice02/04/2011Client No. 52050 Water Matters No. 4,967.7602/04/2011 - 1875550-40-310Nonemploye 1 0001 02/17/2011060788103/11Invoice03/04/2011Client No. 52050 Water Matters No. 1,750.0003/04/2011 - 1881750-40-310Nonemploye 0002 02/28/2011063007103/11Invoice03/25/2011Client No. 52050 Water Matters No. 13,063.8403/25/2011 - 1884850-40-310Nonemploye 0001 03/25/2011068188104/11Invoice04/29/2011Client No. 52050 Water Matters No. 11,594.4204/29/2011 - 1892550-40-310Nonemploye 0001 03/25/2011068189104/11Invoice04/29/2011Client No. 52050 Water Matters No. Page: 1 Apr 26, 2012 03:07PM Year 2011 136,782.8 0 144,742.5 5 .0 0 136,782.8 0 .0 0 .0 0 1099 Type Nonemploye Nonemploye Nonemploye Nonemploye