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HomeMy Public PortalAboutTBP 2012-09-05 Town Board Briefing September 5, 2012 Please note that Members of the Board may have dinner together @ 5:30 p.m. at theFraser Town Hall. The Town Board will have a workshop discussion regarding the organization of the Zoning Board of Adjustment and Planning Commission. Staff is recommending that the Board consider some changes to the organizational structure of these bodies as a result of work directed toward ramping up enforcement of zoning matters. The Regular Meeting will begin at 7:00 p.m. See enclosed materials related to the liquor and medical marijuana licensing hearings. The Public Works Department long ago outgrew the current Public Works Facility. Early in 2012 we initiated planning and programming to define our efforts to address the future facility needs of the department. The purpose of this discussion is to update the Town Board on these efforts. No decisions are being sought. See enclosed materials regarding the request for authorization to expend funds for backup power for water facilities. Dave Lively will be present, representing Historic Fraser Grand County’s newest non-profit, with a request for support and funding (see enclosed). An RFP regarding Park Planning will bepresented for Town Board consideration. The Town has anextensive collection of open space, and the goal of this effort is to seek ways to maximize the benefit, use, and enjoyment of these properties. Colorado Mountain College has requested a letter of support for the efforts to expand into Kremmling, and perhaps Grand County. A draft is provided for Board consideration. Finally, we have two fee waiver requests. Staff recommends approval of both. As always, feel free to contact me if you have any questions or need any additional information. Jeff Durbin Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491fax 970-726-5518 www.frasercolorado.com TOWN OF FRASER BOARD OF ADJUSTMENT RULES AND PROCEDURES A.Purpose. These rules and procedures shall apply to proceedings of the Town of Fraser Board of Adjustment ("BOA"). These rules and procedures have been adopted by the BOA, with the approval of the Fraser Board of Trustees. Both the BOA and the Board of Trustees must approve any amendments, modifications or waivers of these rules and procedures before such amendments, modifications or waivers become effective. B.Powers and Authority. The BOA shall have and may exercise only those powers and authority specifically provided by the laws of the State of Colorado and the Fraser Municipal Code. The BOA is constituted as provided in Chapter 2, Article 7 of the Municipal Code and is invested with the powers and duties provided in that Article and elsewhere in the Code. In particular, the BOA has the authority to hear appeals and to consider requests for variances under the Fraser zoning regulations, as provided in Chapter 16, Article 12 of the Municipal Code. As provided in the Municipal Code, the BOA does not have any authority to grant use variances or use modifications under the zoning regulations. C.Membership; Voting. The composition of the BOA and voting requirements are as provided in Chapter 2, Article 7 of the Municipal Code. As specified therein, the concurring vote of not less than four (4) members of the BOA is required to overturn or modify any decision of an administrative official of the Town or to approve any variance or adjustment to the Town's regulations. D.General Procedures. 1.Secretary: The BOA may appoint a secretary to maintain a record of all meetings of the BOA and to keep such files as may be required. 2.Absence of Member: Any member of the BOA anticipating an absence from a meeting of the BOA shall so advise the Chairperson or secretary prior to the meeting. 3.Agenda: The agenda for each meeting of the BOA shall be prepared by the Chairperson or secretary and shall be distributed to each member at least twenty four (24) hours prior to the meeting, unless unforeseen circumstances prevent such advance distribution. 4.Representatives: Persons appearing before the BOA may appear in person or through a representative, agent, or attorney. The representative shall provide satisfactory proof of his or her authority upon the request of the BOA. E.Meetings Open To Public: 1.All meetings and hearings of the BOA shall be open to the public except as otherwise provided in this section. Notice of meetings, including agenda information when available, shall be posted at the Fraser Town Hall at least 24 hours before the meeting. 2.The BOA may at any time go into executive session from which the general public may be excluded, by a vote of two-thirds of the quorum present at a public meeting. Executive sessions shall be held only as allowed by the Colorado Open Meetings Law, and particularly Section 24-6-402, C.R.S., which specify the subjects that may be considered in executive session and the procedures for the conduct of such sessions. F.Appeals Of Administrative Decisions. 1.Purpose And Scope: Appeals to the BOA from the decisions of the town's administrative staff relating to enforcement of the zoning regulations are allowed under Chapter 16, Article 12 of the Municipal Code. It is the intention of such regulations that all questions arising in connection with the interpretation and enforcement of the zoning regulations shall be presented first to the appropriate department, that such questions shall be presented to the BOA only on appeal from the decisions of that department, and that recourse from the decision of the BOA shall be to the courts. 2.Decisions That May Be Appealed: An asserted error in any order, requirement, permit, decision, determination, refusal, or interpretation made by any town staff in interpreting and/or enforcing the provisions of Chapter 16 of the Municipal Code may be appealed to the BOA, unless otherwise provided in the Municipal Code. In passing upon an appeal, the BOA may consider a request for a variance from the provisions of the regulations, but only those requests meeting the specific requirements and criteria set forth in Chapter 16, Article 12, may be granted by the BOA. 3.Filing of Appeal; Time for Filing: a.An appeal to the BOA may be brought by any person aggrieved by the order, requirement, permit, decision, or determination that is the subject of the appeal, or by the Town Planner on behalf of the town. b.A written notice of appeal shall be filed with the Town officer or official whose action or decision is being appealed, and shall be in such form as may be prescribed by such officer or official, if applicable.Such notice of appeal shall be filed no later than fifteen (15) days after the date of the contested action or decision. If not filed within that time, the right to appeal shall be deemed to have been waived. c.As provided in the Municipal Code, the filing of an appeal shall stay all proceedings in furtherance of the contested action, unless a certification of imminent peril is filed by the Town officer responsible for the action. 4.Action By The Board Of Adjustment: - 2 - a.Upon receiving the notice of appeal and related materials from the officer or official with whom the appeal was filed, the BOA shall schedule a public hearing on the appeal. b.The BOA shall cause written notice of the hearing to be given to the appellant and the respondent officer or official, by delivering or mailing such notice to their last known address not less than seven (7) days prior to the date of the hearing. Public notice of the meeting shall be posted as provide in Section E.1 above. c.At the hearing, the BOA shall consider all relevant evidence submitted by the appellant and the respondent officer or official. Upon conclusion of the hearing, or within thirty-five (35) days thereafter, the BOA shall adopt a resolution reversing, affirming, or modifying the contested action. In reversing, affirming, or modifying the contested action, the BOA shall have all relevant powers of the town staff from whom the appeal is taken, but shall only act in accordance with the voting requirements referred to in Section C above and the other requirements of the Municipal Code and these rules. 5.Effect Of Reversal Or Modification: In the event that the BOA reverses or modifies the contested action, all subsequent actions taken by town staff with regard to the subject matter shall be in accordance with the reversal or modification granted by the BOA, unless such decision of the BOA is subsequently reversed or modified upon appeal to the District Court. G.Variance Applications. 1.Purpose And Scope: Applications for variances from the provisions of the zoning regulations are allowed under Chapter 16, Article 12 of the Municipal Code. The requirements and criteria for the review of such applications are set forth in Section 16- 12-30 of the Code. 2.Filing of Application: a.An application for a variance may be filed by any property owner whose property is affected by the regulations for which a variance is requested. b.A written variance application shall be filed with the BOA and shall be in such form as may be prescribed by the BOA, if applicable. Such application must identify the provision(s) of the regulations involved, the particular relief sought by the applicant, and the grounds for such requested relief. 3.Action By The Board Of Adjustment: a.Upon receipt a variance application and determination by the Town Planner that the application is in proper form and complete, the BOA shall schedule a public hearing on the application. - 3 - b.As provided in the Code, notice of the hearing is to be published and copies of the notice are to be mailed to owners of property within 100 feet of the property in question at least 14 days in advance of the hearing, with the applicant being responsible for preparation and payment of the costs of such notice. c.At the hearing, the BOA shall consider all relevant evidence submitted by the applicant, town staff and the public. Upon conclusion of the hearing, or within thirty- five (35) days thereafter, the BOA shall adopt a resolution either granting the requested variance, with or without conditions, or denying the application. The BOA may grant a variance, with or without conditions, only in accordance with the voting requirements referred to in Section C above and the other requirements of the Municipal Code and these rules. 4.Issuance of Variance Permit: If a variance is approved by the BOA, Town staff shall issue a written variance permit., as provided by the Code, which permit shall be recorded in the office of the Grand County Clerk and Recorder. - 4 - ARTICLE 7 Board of Adjustment Sec. 2-7-10. Creation; Membership (a) There is hereby created a Board of Adjustment, which shall consist of five (5) voting members and two (2) alternates.Members of the Planning Commission shall serve as ex officio members of the Board of Adjustment, with the Mayor and four (4) non-Trustee Planning Commission members serving as regular voting members of the Board of Adjustment and the two (2) Planning Commission members who also serve as Trustees on the Board of Trustees serving as alternate members of the Board of Adjustment. The Chairperson of the Planning Commission shall also serve as Chairperson of the Board of Adjustment. (b) In the event that any regular member is temporarily unable to act, owing to absence from the town, illness, interest in a case before the board or any other cause, his place may be taken during such temporary disability by an alternate member who shall then enjoy full voting privileges.If only one regular member is absent, the Chairperson shall designate the alternate member who shall act in place of the absent member, or in the absence of the Chairperson, the acting alternate member shall be chosen by vote of the remaining Board members. Sec. 2-7-20. Powers and Duties. (a) The Board of Adjustment shall have all of the powers provided by Sections 31- 23-301 and 31-23-307, Colorado Revised Statutes, except as limited or modified by the provisions of this Code. (b) Notwithstanding any other provision of this Code, the Board of Adjustment shall have no authority to grant use variances of use modifications under the zoning regulations or other regulations of the Town. (c) The Board of Adjustment shall have the following duties: (1) To meet at the call of the Chairperson or by his/her request or by the request of the building official, town planner, or other town official or member of town staff, or upon the request by any party wishing to appeal the decision of the same, as provided by this Code and state statutes. (2) To adopt any rules necessary to transact the Board of Adjustment's business or to expedite its functions or powers so long as they are not inconsistent with the provisions of the applicable state statutes and the Municipal Code. (3) To hear and decide upon appeals of decisions of town officials or staff relating to the zoning regulations and upon applications for variances or adjustments to requirements of such zoning regulations pursuant to the provision of this Code, (4) To keep minutes and records of the proceedings of each meeting which shall be filed in the office of the Town Clerk or other official designated by the Town Clerk, which shall be of public record. (5) To permit the public to attend and be heard at all of its meetings. (6) To perform such other duties as may be delegated to it by the provisions of this Code. (d) Matters coming before the Board of Adjustment may be considered on the same date as any regular, special or adjourned meeting of the Planning Commission. Sec. 2-7-30. Quorum; Voting Requirements. (a) At all meetings of the Board of Adjustment, the presence of four (4) members shall constitute a quorum of the transaction of business. (b) The concurring vote of four (4) members of the Board of Adjustment shall be required to overturn or modify decisions made by the building official, town planner or other town official or staff upon appeal to the Board, or to grant an application for a variance or adjustment to the requirements of the zoning regulations or any other application within the jurisdiction of the Board. Any other matters shall require a majority vote of the members present at a meeting at which a quorum is in attendance. ARTICLE 16 Board of Adjustment Sec. 16-12-10. Jurisdiction . (a) The Board of Adjustment is constituted as provided in Chapter 2, Article 7 of this Code and its jurisdiction includes authority for hearing appeals and granting of variances under the provisions of the zoning regulations contained in this Chapter. (b) As provided in Chapter 2, Article 7, the Board of Adjustment has no authority to grant use variances or use modifications from the regulations contained in this Chapter. Sec. 16-12-20. Appeals . (a) The Board of Adjustment shallhear and decide appeals from and review any order, requirement, decision, or determination made by any administrative official charged with the enforcement of any provision of this Chapter. (b) Notice of such appeal shall be in writing, specifying the grounds thereof, which shall filed with the officer from whom the appeal is taken within the time prescribed by the rules adopted by the Board. Failure to file a notice of appeal within the prescribed time shall constitute a waiver of the right to appeal. (c) Upon receipt of the notice of appeal, the officer from whom the appeal is taken shall transmit to the Town Clerk all documents constituting the record upon which the action appealed from was taken, and the Clerk shall provide the same to the Board. (d) The Board or its designee shall fix a reasonable time for the hearing of the appeal and give due notice thereof to the parties. Upon hearing, any party may appear in person or by agent or attorney. The board of adjustment may reverse or affirm, wholly or partly, or may modify the order, requirement, decision, or determination appealed from and shall make such order, requirement, decision, or determination as in its opinion ought to be made in the premises and to that end has all the powers of the officer from whom the appeal is taken, subject, however, to the vote requirements specified in Section 16-12-40 hereof. (e) Where there are practical difficulties or unnecessary hardships in the way of carrying out the strict letter of the regulations contained in this Chapter, the Board of Adjustment has the power, in passing upon an appeal, to vary or modify the application of such regulations relating to the construction or alteration of buildings or structures, so that the spirit of the ordinance is observed, public safety and welfare secured, and substantial justice done; provided, however, that the grant of such a variance will only be considered if the request therefor is included in the notice of appeal and the notice requirements and other criteria specified in Section 16-12-30 of this Code are satisfied. (f) An appeal stays all proceedings in furtherance of the action appealed from, unless the officer from whom the appeal is taken certifies to the Board, after the notice of appeal is filed with him, that by reason of facts stated in the certificate a stay would, in his or her opinion, cause imminent peril to life and property. In such case proceedings shall not be stayed other than by a restraining order which may be granted by the Board of Adjustment or by the district court on application, on notice to the enforcement officer from whom the appeal is taken and on due cause shown. (g) The Board of Adjustment shall render its decision on an appeal within a reasonable time, which decision shall be made or confirmed in writing and delivered or mailed to each party to the appeal. Sec. 16-12-30. Variances . (a) The Board of Adjustment shall have the power to grant variances from the provisions of this Chapter, subject to the voting requirements specified in Section 16-12- 40 hereof. Further, the Board may grant a variance only if it finds that all of the following conditions are present: (1) There are unique physical circumstances or conditions peculiar to the affected property, such as exceptional topography or irregularity, narrowness or shallowness of lot; (2) The unique physical circumstances or conditions do not exist throughout the neighborhood or district in which the property is located; (3) The unique physical circumstances or conditions, or any other hardship complained of, have not been created by the applicant; (4) Because of the unique physical circumstances or conditions, the property cannot be reasonably developed in conformity with the provisions of this Chapter; (5) The variance, if granted, will not alter the essential character of the neighborhood or district in which the property is located, or substantially or permanently impair the appropriate use of adjacent conforming property; (6) The variance, if granted, is the minimum variance that will afford relief and is not detrimental to the public good or to the purpose, intent and spirit of this Chapter or the Town comprehensive plan. (b) In granting any variance, the Board of Adjustment has the authority to attach such reasonable conditions as it deems necessary to protect the general welfare and implement the purposes of this title. (c) The following procedures shall apply to the Board's consideration of variance requests: (1) All variance requests shall be submitted to the Board of Adjustment in writing. (2) Every variance application shall indicate what provisions of this Chapter are involved and what relief is sought by the applicant. (3) The applicant shall set forth the grounds upon which the variance is being sought. (4) The Board or its designee shall fix a reasonable time for a public hearing on the variance application. (5) Notice of said hearing shall be published once in a newspaper of general circulation within that part of the County where the property is located at least fourteen (14) days prior to the hearing date. (6) Written notice of said hearing shall be mailed by certified mail, return receipt requested, at least fourteen (14) days prior to the hearing date to the owners of the property within one hundred (100) feet of the property in question. (7) Preparation of and payment of all notices shall be the responsibility of the applicant. (d) Before any variance is granted, the Board of Adjustment shall include a written finding in its minutes as part of the record in each case, stating specifically the exceptional conditions, practical difficulties or unnecessary hardships involved or other grounds for granting the variance. (e) Variance Permit: If a variance is approved by the Board of Adjustment, Town staff shall issue a written variance permit., which shall identify the property for which the variance was granted and shall specify the terms of the variance and any conditions approved by the Board. Such permit shall be recorded in the office of the Grand County Clerk and Recorder. Sec. 16-12-40. Voting Requirements The concurring vote of four (4) members of the Board of Adjustment shall be required to overturn or modify decisions made by the building official, town planner or other town official or staff upon appeal to the Board, or to grant an application for a variance or adjustment to the requirements of the zoning regulations contained in this Chapter. Sec. 16-12-50. Appeals from the Board of Adjustment Every decision of the Board of Adjustment shall be subject to review by certiorari by the District Court, and as provided by law. Such appeal shall be filed not later than thirty (30) days from the final action taken by the Board of Adjustment. Such appeal may be taken by any person aggrieved or by an officer, department, board or bureau of the Town. Sec. 16-12-60. Fees All appeals or applications to the Board of Adjustment shall be accompanied by payment of a fee as set forth in Appendix A to this Code for each separate appeal or variance application submitted. Said fee shall not be refunded, notwithstanding that the applicant has withdrawn such appeal or application or that the same is denied by the Board of Adjustment. Sec. 2-6-40. Residency. All members of the Planning Commission shall be bona fide residents of the Town, and if any member ceases to reside in the Town, his or her membership on the Planning Commission shall immediately terminate.All members of the Planning Commission shall serve as such without compensation.The members appointed by the Mayor shall hold no other municipal office except that such members shall be ex-officio members of the Board of Adjustment, as provided by this Code. FRASER BOARD OF TRUSTEES MINUTES DATE : Wednesday, August 1, 2012 MEETING : Board of Trustees Regular Meeting PLACE: Fraser Town Hall Board Room PRESENT Board: Mayor Peggy Smith; Mayor Pro-Tem Steve Sumrall; Trustees; Philip Naill, Eileen Waldow, Vesta Shapiro, Cheri Sandersand Adam Cwiklin 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, Others: See attached list Mayor Smithcalled the meeting to order at 6:00p.m. 1. Roll Call 2.Approval of Agenda motion TrusteeCwiklin moved, and Trustee Naill seconded the toapprove the agenda. Motion carried: 7-0. 3.Executive Session: 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 a proposed annexation agreementand to include TM Durbin, TP Trotter, and SC Ferguson. motion Trustee Naill moved, and Trustee Sumrall seconded the to openthe Executive Motion carried: 7-0. Session. Open: 6:00 p.m. Exit: 7:17p.m. motion Trustee Cwiklinmoved, and TrusteeNaill seconded the to closethe Executive Motion carried:7-0. Session. Attorney’s Opinion Required by C.R.S. 24-6-402(2)(d.5)(II)(B). As the attorney representing the Town of Fraser, I am of the opinion that the entire Executive Session, which was not recorded, constituted a privileged attorney-client communication. Boots Ferguson, Special Counsel Page 2of 3 4.Consent Agenda a)Minutes –July 18, 2012 motion Trustee Cwiklin moved, and Trustee Naill seconded the toapprove the consent Motion carried: 7-0. agenda. 5.Open Forum 6.Updates 7.Public Hearing 8.Discussion and Possible Action Regarding: a)Resolution 2012-03-05 Regarding Byers Peak Ranch Annexation Mayor Smith briefed the audience on the letter sent to Byers Peak Ranch and the reply received from BPR. Currently the Board feels the draft Annexation Agreement received from BPR does not reflect the intent of the letters. The Board directed staff to have the Town’s legal counsel meet with BPR’s legal counsel. b)Trail Wayfinding Program Trustee Naillrecused himself from the discussion. Trustee Cwiklin disclosedhis working relationship with the McKnight’s. Mara McKnight, Headwaters Trail Alliance Director, addressed the Board regarding the trail wayfinding program,designed by O2 Creative,proposed for trails within the County. They are currently working on a grant to fund the program, Ms. McKnight is looking for the Board’s comments on the proposed program.Town Board indicated support of the program. c)Economic Development TM Durbinopened the discussion on economic development encouraging the Board to talk about ideas regarding economic development in the town of Fraser. TP Trotter outlined an RFP for a business directory program. 9.CommunityReports: Trustee Sumrall briefed the Board on the East Grand School District steering committee which began meeting on Monday July 30, 2012. Trail closures. 10.Other Business: Page 3of 3 motionMotion Trustee Shapiro moved, and Trustee Naill seconded the to adjourn. carried: 7-0. 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OF LOCAL LICENSING AUTHORITY (Cyr( r COUNTY) 1:C1 hAs c-ern:„Eieff Vilsif ...-;!-zafactef c,t I p.2411 it if Ti al-lefifirlci THEREFORE, THIS APPLICATION 15 AFPRONE OA. penalty :if LIfl n r2 s-econg tl .311 s I pn Lizai Met I ty ON' Lo.1.3L.D.K Fr& A A LI AN 1cDC an.7. ocirrofele tie hes.' ot rico F DNT REPORT OF STATE LICENSING AUTHORITY in 1,1igl 17 Ar'n 4 r I I 8. Change of monaper CI to Rep; b. n�r of a Tavern C1 Holef and Re":1a..irant f,quor license (a) Change fa" klanaoef (attroih 11- rr ri1. Termrri c Yri;f:t .tlainarjel s nom* picew 71.4"-_ 1 '11) Date oi Has manager lioetised ettabfishritent? priarictot4 hi: rnn a4 tnter. n 7ry itquer 1cei 1 efit,i7"!f5 yes, gpoe nail* ;ilk 77 1. Allodification fa/ PfEff A.dd Lr, r 'Jr! U 1-1JI F nr Additil of P Fl-,rten Facility WITT 1:(47 ateerk: may FrOt I cre A41 i:r;' fiveir43e4 telli s,1 ,i1 Deient* ehatile prorksed flu. vof Alfitantiti I Itaimpor"Ari, when layiyeat) End rot; T L l'us Fek--FOR T 001FICATIO,14 IS $.100.titt r,c) WI the proposed change reskA n Mi. iirorlOd Fir 5 now bc ;boated t (re arty publir: 011 04'yale gehfj(31 tir.;.11 mecb; cx.:mpuivary u3ion requiremeols c Coiarado Law, tir me caripiaz; college, urilwe,..nfoty or %r•-ffirusvri tf yts, explain ir detafl arie lescnige "f,r ekernofforit, iffAt f .YeS1 I Nr r i. is. the gitc,sprmed ctian9e J bufteting and zoning 1.1 ND F1 this modific foe an additrenzi; 1 Optionai Prerroi.eg es/ fh, fr,Icaripiew Rotated Vie local authority autfLor: -,36Iuton .yr [Hi tvtiong: promises? Yesli N') I 1;1. Ctkittiert H flE flt ;ten t•rnifies and a (i.;),....;f:1 7. Cif ft f red changes for Me thiCA Orly existing10..4Se that iS review el ,r 1 r Hozr",,,rlarr.* C Xfir cru, criL /5/ art ((NS1 LA) 0 tte.',1 1. 1 4 7-, e g "S ttC-/5 e" ee"" a /9) 1;47 zy LI CiR 1 41 k g3 z; Fr,r,er r f r) LJJ is *ob. ?r,3 ic ce A' 4 lifayk, tz (f 0 S s( c ilteq r( 1 trf fL 1 (.4 PETITION I the undersigned, represent that I am an adult at least twenty one (21) years ot age. i am living and 1 or snopping in tne neignnornood impacted py me application tor tne reiocation of the liquor Iiscense by Bottle Pass Liquors, Inc. to be relocated next to Safeway in Fraser. By my signature below I am stating that I believe the needs and desires of the community are positively impacted if this liscense relocation is approved. I ask the Fraser town council to approve the application for the liquor license relocation. c) 11, 11 Akr.,,f4"-(3 AVI v. n et, (Art ii)kie in nioNi LA) 4 u 5 r- irr" 014 AL-4 PHYSICAL ADDRESS ADDRESS (PLEASE NO P.O. BOXE$ (1 9 I Cor'? I IA 1" it .1'44 :13 a Pi S Lj Hv' 4/1 1/K C a, Do you want Bottle Pass Liquors 1p relocate Yes No (J PETITION 1 the undersigned, represent that 1 am an adult at least twenty one (21) years of age. 1 am hying and or snooping in tne neigntaornooa impacted oy me 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 1 am stating that I believe the needs and desires of the community are positively impacted if this Iiscens e relocation Is approved. I ask the Fraser town council to approve the application for the liquor license relocation. A PHYSICAL ADDRESS ADDRESS SPLEASE NO P.O.. BOXES) 9 4 7 L v (0 -f Do you want Battle Pass Liquors to relocate Yes No PETITION 1 the undersigned, represent that I am an adult at least twenty one (21) years ot age. I am living and 1 or snapping in the neignOornood impacted by tne appiicatton tor tne reiocahon 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 Iiscense relocation is approved. I ask the Fraser town council to approve the application for the liquor license relocation. NelA„e'D e1 c ci4,4_1$ ors4.49 Zr (71) iee 4,7 PHYSICAL ADDRESS ADORES fPLEASE NO P.O. BOXES) AN A .1' s. a.„,—A 3 era 46 16 cit 0.44.1 i srve 'Dtwfv6iks t'imAr ft, fr 6co u- 4 Fr 4 Cb 370 g 4 4 7g b. 17 t.„ I F" 11/ Do you want Bottle Pass Liquors relocate Xg_s PETITION 1 the undersigned, represent that i am an adult at least twenty one (21) years or age. I am living ana 1 or snopping in the neignuornooa impacted uy trie application tor me relocation of the liquor llscense by Bottle Pass Liquors, Inc. to be relocated next to Safeway in Fraser. By my signature below I am stating that 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. Rip 3 5 2- la,i-e—tica i cr'492. Li 3(F .'/yo 2 iticiaar mr.., ne 4 14" 7' AV 111 /1 3 A A 30 '630 is 4 rfirdM rilliF74107 It...A dr_ rry& Arnir Miril I I 1V II 7 4MAVAreireiMPFAillill k 5 c r /L \tie r 046 Y1--- NAME PHYSICAL ADDRESS ADDRESS (PLEASE NO P.O. BOXES1 t,!-/ 1f:1 -1A1? /44,11-L,„ Teti 14eala1.4.. 1 ill (03 ex) at, ta 4 /14k 0 V 1:v 7/144 091 4")? o) 10 ‘3, Rd (9 eq 6 64. Do you want Bottle Pass Liquors to relocate Yes No PETITION' 1 the undersigned, represent that I am an adult at least twenty one (21) years of age. am wing and or snapping in the neignaorhood impactea ay tne application for 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 PHYSIC AL ADDRESS ADDRESS IPLEASE NO P.O. BOXES) Do you want Bottle Pass Liquors to relocate Yes No 7)7 32 C ?.(3 cy 5 .J2 64 a4 52 0 22 2: 5 m. 7 4 .11 A L "Or. LOck. cQ/A4 6C-Fq C14 MIN111111. 11 417tfil ert ceSnk c 05 C.1 jp Ad Name: 7642846A Customer: TOWN OF FRASER Your account number is: 1095750 PROOF OF PUBLICATION MIDDLE PARK TIMES 1, Matt Sandberg, do solemnly swear that I am the publisher of the Middle Park Tirries, 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, Notary Public My Commission expires: November 1, 2015 PAMELA J SCI0ULTI Puelk Mite al Goland* ve. Ap. mg. NOTICE OF PUBLIC HEARING Please take notice that Bottle Pass Liquors inc., P.O. Box 621, Fraser, 00 80442, on the of 14th of February, 2012, made application to the Town of Fraser for a Change of Location to an existing Re- tail Liquor Store License-Mat Vinous, and Sp rlits- ous pursuant to the Colorado Liquor Code. The names and addresses of the officers of the Corporation are as follows: President Richard Bennet 366 County Road 506, Fraser, GO 80442 Treasurer: Michael LaPorte 171 ILooking Clans Lane, Fraser, 00 80442 The application requesting a :Change of Location for en eXi Retail Liquor Store License-Malt, Vi- nous, ,and Spirituous In the name of Bottle Pass Li- quors Inc. Is to be relocated to the following de- scribed properly in the County 01 Grand, Slate of Colorado to wilt: Units 1A Fraser Markel Place 45 County Road 804 Fraser, Colorado 80442 The Fraser Board ol Trustees, acting as the local liquor tioensing ,authority, wO Mid a public hearing on sad ,application on Wednesday March 21, 2012 at 7:00 p.m. in the Fraser Town Hall Board Room, located 01 183 Fraser Avenue, Fraser, Colorado. Petitions or remonstrations may be filed by for- warding them to the Fraser Town Clerk, P. a. Box 370, Fraser, CO 80442. Published by order of the Fraser Town Clerk this 511, day of March, 2012. Published in the Middle Park Times, /s/ Lu Berger, Town Clerk Publication: March 8, 2012 Published in the Middle Park Times March 8, 2012. (7642846) m....M.emM.,..rd Aftwmo, rux.re,. RETAIL LEASE SER M TPLACE wz- TABLE OF CONTENTS Page ARTICLE 1 RENT COMMENCEMENT DATE; RENT 1 SECTION 1.01 RENT COMMENCEMENT DATE 1 SECTION 1.02 TENANT ACCEPTANCE LETTER 1 SECTION 1.03 MINIMUM RENT 1 SECTION 1.021.04 PERCENTAGE RENT 1 SECTION 1.021.05 PERCENTAGE OF RENT ESTIMATED 1 SECTION 1.02 DEFINITION OF LEASE YEAR AND SALES GROSS RECEIPTS 2 SECTION 1.021.07 PERCENTAGE RENT LIMITATION 2 SECTION 1.08 ADDITIONAL RENT 2 SECTION 1.09 USE 2 SECTION 2.011.10 USE RESTRICTIONS 2 SECTION 1.11 RADIUS RESTRICTION 2 ARTICLE 2 ALTERATIONS AND ADDITIONS 3 SECTION 2.01 DELAYED POSSESSION 3 SECTION 2.02 LANDLORD'S WORK 3 SECTION 2.03 TENANT'S WORK 3 ARTICLE 23 OPERATING EXPENSES 3 SECTION 3.01 ADDITIONAL RENT 3 SECTION 3.02 EXPENSE PASS THROUGH 3 SECTION 3.03 PRO RATA SHARE 4 SECTION 3.04 ESTIMATES AND PAYMENTS 4 SECTION 2.033.05 REVIEW OF RECORDS 4 SECTION 3.06 EXTRA CHARGES 4 SECTION 2.033.07 OPERATING EXPENSES DEFINED 4 (a) Taxes 4 (b) Insurance 4 (c) Common Area Maintenance Costs 5 (d) Other Maintenance Costs 6 ARTICLE 4 TENANT COVENANTS 6 SECTION 4.01 CARE OF PREMISES 6 SECTION 4.02 COMPLIANCE WITH LAW 6 SECTION 4.03 TENANT'S INSURANCE 6 SECTION 4.04 INDEMNITY 7 SECTION 4.05 UTILTI'IES 8 SECTION 4.06 PERSONAL PROPERTY TAXES 8 SECTION 4.07 LIENS 8 SECTION 4.08 SECURITY DEPOSIT 8 SECTION 4.09 SIGNS 9 SECTION 4.10 SURRENDER 9 SECTION 4.11 TELEPHONE SERVICE 9 SECTION 4.12 OPERATION OF PREMISES 9 ARTICLE 5 LANDLORD'S COVENANTS AND RIGHTS 10 SECTION 5.01 QUIET ENJOYMENT AND SUBORDINATION 10 SECTION 5.02 LANDLORD'S SERVICES 11 (a) Services To Premises 11 (b) Services To Building 12 (c) Limitations 12 SECTION 5.03 ALTERATIONS BY LANDLORD 12 SECTION 5.04 ENTRY BY LANDLORD 13 ARTICLE 6 GENERAL PROVISIONS 13 SECTION 6.01 PARKING 13 SECTION 6.02 ASSIGNMENT AND SUBLETTING 14 SECTION 6.03 EMINENT DOMAIN 14 SECTION 6.04 EVENTS OF DEFAULT 15 SECTION 6.05 REMEDIES OF DEFAULT 16 SECTION 6.06 DAMAGE BY FIRE OR OTHER CASUALTY 17 SECTION 6.07 LANDLORD'S LIEN AND SECURITY INTEREST 18 SECTION 6.08 SUBROGATION 19 ARTICLE 7 MISCELLANEOUS PROVISIONS 19 SECTION 7.01 ADMINISTRATIVE SERVICE CHARGES AND LATE CHARGES 19 SECTION 7.02 HOLDING OVER 19 SECTION 7.03 MEASUREMENT AND SQUARE FOOTAGE 19 SECTION 7.04 TENANT'S DUE DILIGENCE 20 SECTION 7.05 NOTICES 20 SECTION 7.06 AUTHORITY OF TENANT 20 SECTION 7.07 VENUE 20 SECTION 7.08 AUTHORITIES FOR ACTION 20 SECTION 7.09 BROKERAGE 21 SECTION 7.10 DEFINITION OF LANDLORD 21 SECTION 7.11 ENTIRE AGREEMENT 21 SECTION 7.12 JURY TRIAL WAIVER 21 SECTION 7.13 FORCE MAJEURE 21 SECTION 7.14 SEVERABILITY 21 SECTION 7.15 No SET -OFF 21 SECTION 7.16 RELATIONSHIP OF PARTIES 21 SECTION 7.17 NAME OF BUILDING 21 SECTION 7.18 SUCCESSORS BOUND 22 SECTION 7.19 INTERPRETATION 22 SECTION 7.20 JOINT AND SEVERAL OBLIGATION 22 SECTION 7.21 TIME OF THE ESSENCE 22 SECTION 7.22 EASEMENTS 22 SECTION 7.23 CHANGING USE AND ENLARGING THE BUILDING 23 SECTION 7.24 LIMITATION OF LANDLORD LIABILITY 23 SECTION 7.25 SHORT FORM LEASE 23 SECTION 7.26 ASSIGNMENT OF RENTS, LEASES 23 SECTION 7.27 INTENT OF THE PARTIES - NET LEASE 23 SECTION 7.28 ENVIRONMENTAL PROVISIONS 23 (a) Covenants and Agreements 23 (a) Environmental Indemnification 24 (a) Notice of Claim 24 (a) Survival 24 SECTION 7.29 RULES AND REGULATIONS 24 SECTION 7.30 STATUS STATEMENT 25 SECTION 7.31 DEFINITION OF LEASE 25 Exhibit A -1 Legal Description (Page One) Exhibit A -2 Site Plan (Page 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 ii FRASER MARKETPLACE Definitions and Basic Lease Terms For purposes of this Lease, the following terms shall have the meanings ascribed to them below: 1. K G,G 5 j , 2012 2. Landlord and Landlord's Address for Notice: Fraser Marketplace, LLC, a Colorado limited liability company C /oWesley A. Becker 9432 N. Motsenbocker Road Parker, Colorado 80134 And Martin Wohnlich 5611 Blue Sage Drive Littleton, Colorado 80123 3. Rent Payment Address: Fraser Marketplace, LLC, a Colorado limited liability company C/o Extreme Office Services, Attn: Sandy Walker P.O. Box 2002 Winter Park, Colorado 80482 4. Tenant and Tenant's Contact Information for Notice: Bottle Pass Liquors, Inc. a Colorado corporation 45 County Road 804, Unit No. lA P.O. Box 621 Fraser, Colorado 80442 And Bottle Pass Liquors, Inc. 171 Looking Glass Lane Fraser, Colorado 80482 Tax Identification Number: 84- 096142 Phone Number: 970 - 726 -9476 5. Property: That certain real property on which the Building is located, as more fully described in Exhibit A -1, attached hereto and made a part hereof. 6. Building: 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. 1A on the first floor of the Building, outlined on the floor plan shown on Exhibit A -3, containing approximately 3,697 square feet. 8. Drawings: NA 1 9. Term: 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: The Commencement Date is October 1, 2012 11. Rent Commencement Date: The Rent Commencement Date is November 1, 2012. 12. Expiration Date: The last day of the Term of this Lease. 13. Minimum Rent: MONTHS October 1, 2012 through September 30, 2013 October 1, 2013 through September 30, 2014 October 1, 2014 through September 30, 2015 October 1, 2015 through September 30, 2016 October 1, 2016 through September 30, 2017 14. Total Minimum Rent for the Term: $ 255,120.00 15. Tenant's Trade Name: Bottle Pass Liquors, Inc. 16. Use: Retail Packaged Liquor Store RATE PER RENTABLE SQUARE FOOT $ 13.00 $ 13.40 $ 13.80 $ 14.20 $ 14.60 PAYMENTS $ 4,005.00 per month $ 4,128.00 per month $ 4,252.00 per month $ 4,375.00 per month $ 4,500.00 per month 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 Building into the total number of square feet of net rentable floor area within the Premises. 18. Security Deposit: $4,005.00, to be paid in four equal installments on each of November 1, 2012, December 1, 2012, January 1, 2013, and February 1, 2013. 19. Tenant's Hours of Operation: 10:00 A.M. through 9:00 P.M. Monday through Sunday 20. Broker(s) and Address(es): Lance Gutersohn RE/MAX PEAK TO PEAK P.O. Box 10 • 78491 US Highway 40 Winter Park, Colorado 80482 2 #fiAta- 21. Landlord's Management Agent and Address: Wesley A. Becker Fraser Marketplace, LLC 9432 N. Motsenbocker Road Parker, Colorado 80134 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. 3 RETAIL LEASE THIS LEASE is entered into as of the Effective Date set forth above by and between Landlord and Tenant (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 common areas and facilities which may be furnished by Landlord. ARTICLE 1 Rent Commencement Date; Rent Section 1.01 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. Section 1.02 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 pay to 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 13 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 Tenant's annual Sales Taxable Gross Receipts (defined below) in excess of One Million Two Hundred Thousand Dollars ($1,200,000.00), as defined 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 through the date of termination. Section 1.05 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 on the first day of each month, one- twelfth (1/12) for the Percentage Rent paid by Tenant for the immediately 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 amount equal to 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 1 owed for the Lease Year just completed, an adjustment will be made in the estimated Percentage Rent to be paid by Tenant for the then current Lease Year, as provided above. Section 1.06 Definition of "Lease Year" and "Sales Taxable Gross Receipts" . "Lease Year" as used in this Lease shall be defined as each twelve (12) month period beginning with the Rent Commencement Date or any anniversary thereof and ending on the immediately preceding day one year later. 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 form DR100 defined as net taxable sales. The Tenant will 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. Section 1.07 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 included in the Premises as determined on an annual basis. Amounts calculated to exceed Seventeen Dollars ($17.00) per square foot per Lease Year shall be retained by the Tenant and not be considered Percentage Rent. Section 1.08 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 Section 1.09 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 specified in Section 16 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 Tenants 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. Section 1.10 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. Section 1.11 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 1.09 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 Section1.09 above) and which business is located within a radius of one (1) mile from the closest point to the outside boundary of the Building. ARTICLE 2 Alterations and Additions Section 2.01 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. Section 2.02 Landlord's Work. Landlord shall, at its sole cost and expense, undertake and complete the improvements described in the specifications 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. Section 2.03 Tenant's Work. Except as set forth in Landlord's Specifications (if applicable) attached (or to be attached) hereto as Exhibit D, Tenant accepts the Premises in its present "AS IS" condition. Tenant specific work can be completed during the construction of Landlord's Work 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. ARTICLE 3 Operating Expenses Section 3.01 Additional Rent. All Operating Expenses as hereinafter defined shall be paid by Tenant to Landlord as Additional Rent. Section 3.02 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 in an amount equal to Tenant's pro rata share of such Operating Expenses. 3 Section 3.03 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. Section 3.04 Estimates and Payments. Tenant agrees to pay monthly as Additional Rent its Pro Rata Share of Operating Expenses based upon Landlord'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 in 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 3.05 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 monies 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 3 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 3 for the final year of the Term shall survive the Expiration Date or earlier termination as herein provided. Section 3.06 Extra Charges. Tenant agrees to pay, as its obligation, the entirety of all expenses incurred by Landlord which are solely attributable to Tenant's use and occupancy or which are incurred pursuant to Tenant's special 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. Section 3.07 Operating Expenses Defined.. 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 Building 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 4 iti/A therein. Landlord shall have the right at its option to maintain Insurance during the Term, 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 injury, 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 damage 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; (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 - "Common 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 Building 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 Landlord'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; (V) 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 Costs. ARTICLE 4 Tenant Covenants Section 4.01 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. Section 4.02 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. Section 4.03 Tenant's Insurance. Tenant shall procure and maintain throughout the Term of the Lease, at its sole 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. Section 4.04 Indemnity. Tenant hereby covenants and agrees to indemnify, defend and save harmless, 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 "Indemnitees ") 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 7 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 shall 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. Section 4.05 Utilities. Tenant shall not install any equipment (such as computing equipment) in the Premises without Landlord'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 Landlords 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 all 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 4.06 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. Section 4.07 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 further, 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. Section 4.08 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 agreed to be paid and for the faithful performance of all the terms, conditions 8 ivaiL 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, 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. Section 4.09 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. 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. Section 4.10 Surrender. Upon the expiration of the Term 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. Section 4.11 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. Section 4.12 Operation 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: 9 itaita,Q (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 15 of the Basic Lease Terms Sheet, with adequate inventory 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 engage in similar selling practices; (d) Erect no displays outside the Premises or in any way obstruct the common areas; and (e) Prevent the Premises from being used in 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 signage 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. (i) 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 5 Landlord's Covenants and Rights Section 5.01 Quiet Enjoyment and Subordination. Provided Tenant performs 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 10 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 mortgagee, 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. 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 right (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) pay any rent more than one month in advance. Tenant covenants and agrees that, in the event a lien covering the Building is foreclosed, or title thereof is passed pursuant to a deed -in -lieu of foreclosure, Tenant will attorn 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 attornment. Section 5.02 Landlord's Services. Subject to Tenant's payment of its Minimum Rent, Percentage 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: (1) 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 in 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. Throughout the Term, Landlord shall redistribute electrical energy to the Premises (not exceeding the present electrical capacity of the Building) upon the following terms and conditions: 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; (IV) Landlord shall not be liable to Tenant in 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; 11 16/4J2-- (V) 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. (VI) 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: (I) Water, both hot and cold at those points of supply provided for general use of tenants in the Building; (II) 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 injuries. (c) Limitations: Subject to the provisions of Section 6.06 below, Landlord shall operate, maintain, repair and replace the systems, facilities and equipment directly necessary for the provision of Landlords Services under this Section 5.02 (except as such may be installed by or be the property of Tenant), and shall be responsible for and shall expeditiously 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; (III) Landlord shall use reasonable diligence in carrying out its obligations under this Section 5.02 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 5.02 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. Section 5.03 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; 12 it /a (b) Make changes in 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. Section 5.04 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. ARTICLE 6 General Provisions Section 6.01 Parking. Tenant shall have the right to use the parking spaces in the parking facility from time to time associated with the Building. 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 Building is a part, and no tenant shall be entitled to designate or reserve parking spaces 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 regulations for the parking areas, shall not be deemed an eviction of Tenant nor a disturbance of Tenant's use of the Premises. Parking spaces will 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 requested 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. 13 ih,02 Section 6.02 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 mortgage this Lease without the prior written consent of Landlord shall be null and void and no acceptance of any rent from such attempted assignee or sublessee shall constitute a waiver of the provisions of this Section 6.02. 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, encumbrance or use by others of the Premises. The absolute and unconditional prohibitions in this Section 6.02 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. (a) If 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, Percentage 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 the excess as received by Tenant. Section 6.03 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 6.03, 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 condemnation award to Landlord (less the costs and expenses incurred by Landlord in connection with the condemnation) will 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 shall 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, Percentage Rent, Additional Rent, and other monies then owing, Tenant shall forthwith pay Landlord 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, Percentage Rent, Additional Rent, 14 and other charges payable hereunder with respect to such portion so taken shall abate on such date, and the Minimum Rent, Percentage 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 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. Section 6.04 Events of Default. Each of the following acts, omissions or occurrences shall constitute an "Event of Default" and a material breach of this Lease: (a) Failure by Tenant to pay any installment of Minimum Rent, Percentage 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 pay its debts as they become due, or Tenant or Guarantor notifies Landlord that it anticipates 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 appointed 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 bankruptcy 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 15 oft- (0 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 the same are ready for occupancy; or (h) If a tax lien or a mechanic's and/or materialmen'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 (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. Section 6.05 Remedies of Default. Upon the occurrence of any Event of Default specified in Section 6.04 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, Percentage 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 Term, plus all expenses incurred by Landlord in retaking possession (including all court costs and reasonable attorneys' fees) and plus all Minimum Rent, Percentage 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 Tenants 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 Tenant's 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 normal 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 16 p4L Landlord's liens described in Section 6.07 below, or (ii) obtain a list from Tenant of its personal 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 designated 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, Percentage 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 obligations under this Lease. (d) Upon occurrence of default by Landlord, Tenant shall have all remedies available to it by the laws in the State of Colorado. (e) Should Landlord exercise its remedies under either Section 6.05(A) or 6.05(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 term, 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. (f) The provisions of this Section 6.05 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. Section 6.06 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 6.06, 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 mortgagee and the willingness of such mortgagee to make the 17 proceeds of casualty insurance policies payable to such mortgagee available to Landlord for such purposes. Landlord shall carry adequate insurance to insure the restoration of the premises. The Minimum Rent, Percentage 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 non- building 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 Landlord may elect to terminate this Lease, in which event Landlord shall within sixty (60) 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. (c) 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 immediate written notice to Landlord of any damage caused to the Premises by fire or other casualty. Section 6.07 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 be situated on the Premises, and all proceeds therefrom, and such property shall not be removed therefrom without the consent of Landlord until all arrearages 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. 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 frifiv The provisions of this Section 6.07 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. Section 6.08 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 7 Miscellaneous Provisions Section 7.01 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 then 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. Section '7.02 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, Percentage 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 7.02. Section 7.03 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 7 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' 19 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). Section 7.04 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 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 Building, and any other matter relating to the value, title, or physical condition of the Building. Section 7.05 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 7.05. 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. Section 7.06 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. Section 7.07 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. Section 7.08 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. 20 Section 7.09 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. Section 7.10 Definition of Landlord. The term "Landlord" as used in this Lease means only the owner of the Building, 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 Lease shall be deemed and construed as a covenant running with the Building without further agreement between the parties or their successors in interest. Section 7.11 Entire Agreement. Tenant acknowledges and agrees that it has not relied upon any statements, representations, agreements 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. Section 7.12 Jury Trial Waiver. Landlord and Tenant do hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matter whatsoever arising out of or in any 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. Section 7.13 Force Majeure. Any obligation 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 performed within a reasonable time after the end of such cause for delay or nonperformance. Section 7.14 Severability. 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. Section 7.15 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. Section 7.16 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 agreed 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. Section 7.17 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. 21 Section 7.18 Successors Bound. 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. Section 7.19 Interpretation. (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) If, 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 such 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 Premises 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. Section 7.20 Joint and Several Obligation. If this Lease is executed by more than one tenant, Tenant's obligations hereunder shall be the joint and several obligations of such executing tenants. Section 7.21 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. Section 7.22 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. 22 Section 7.23 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, common 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 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. Section 7.24 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. Section 7.25 Short Form Lease. Tenant shall not record this_Lease or a memorandum hereof without the prior written consent of Landlord, which may be given or withheld by Landlord in its sole discretion. Section 7.26 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. Section 7.27 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. Section 7.28 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, licensees 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 known to cause cancer or reproductive toxicity, pollutants, effluents, contaminants, emissions or related materials and any items included in the definition of hazardous or toxic waste, materials or 23 $14, 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. §6901 et seq., 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 seq., 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 "). (b) Environmental 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 6.28(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 6.28(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 7.28 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. Section 7.29 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 24 Ad" 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. 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. Section 7.30 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 mortgagee 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. Section 7.31 Definition of Lease. "Lease" or "this Lease" shall mean and consist of this Retail Lease and the following Exhibits: Exhibit A -1: Exhibit A -2: Legal Description Site Plan 25 frif• 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 TENANT: Bottle Pass Liquors, Inc., A Colorado corporation By: Name: Title: 26 LANDLORD: Fraser Marketplace, LLC, A Colorado ed Liab' Compa By.. Name: , = -. /. A //O c// Title: Its Manager 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 EXHIBIT A -2 SITE PLAN 28 pifL EXHIBIT A -3 FLOOR PLAN 29 .,kk id4/— EXHIBIT B DRAWINGS 30 EXHIBIT C TENANT ACCEPTANCE LETTER Lease Dated: 4 ct acts,- /D , 2012 Landlord: Fraser Marketplace, LLC, a Colorado limited liability company Tenant: Bottle Pass Liquors, Inc., a Colorado corporation Premises: Unit 1A, 15` Floor, 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 October 1, 2012 (2) That the space and improvements required to be furnished by the terms 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): (5) 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 November 1, 2012, and such date shall be the Rent Commencement Date. (7) That the Term of said Lease is five (5) years, and the Expiration Date is September 30, 2017. Dated: 31 TENANT: Name: Bottle Pass Liquors, Inc. By: Title: CRQ? f 1/420. SC42ek putif' 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) rooftop 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 in 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 same, and Tenant is responsible for the timely determination of whether the service panel provides sufficient service. Any additional electrical construction necessary to provide sufficient power for Tenant's use will be constructed by Tenant, at Tenant's expense, as part of Tenant's work in 32 the Premises. 21. Sufficient drainage for the cooler and ice machinery. Tenant shall be responsible for "Tying -in" the cooler condensate line to the existing drainage line at the rear of the Premises provided by Landlord, as part of Tenant work in the Premises By signing this Lease, Tenant acknowledges that, prior to execution of this Lease, (a) Tenant has inspected the Premises and Tenant has agreed to accept the Premises in its present "AS IS" condition, and (b) Landlord has installed the vanilla shell improvements set forth in this Exhibit D above and is not obligated to construct or complete any additional improvements to the Premises. 33 a'kx,452- EXHIBIT E WORK LETTER This is the Work Letter referred to in and specifically made a part of the Lease to which this Exhibit E is annexed, covering the Premises, as more particularly described in the Lease. Landlord and Tenant agree as follows: 1. 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: Landlord's Representative: Wesley A. Becker Tenant' s Representative: Michael A. La Porte Tenant's General Contractor: Colorado Regional Construction Landlord's Contribution to Tenant's Work: None. 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 (to the extent not already completed as of the execution date of the 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 Tenants Improvements previously installed in the Premises by Landlord or former tenants 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 be 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 acknowledges 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. 34 10a4k_ 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 "). 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 4.07 of the Lease shall apply. (b) Indemnity. Tenant shall indemnify, defend and hold Landlord harmless 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 (i) 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 Landlord. 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. Intentionally Deleted: 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 Tenant's specific tenant finish requirements. 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 finished 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. 35 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 agrees 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 during 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. 36 EXHIBIT 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, furnishings 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 Landlord's request remove such lock(s) at Tenant's expense. (3) Return of Keys. At the end of the Term, Tenant shall promptly return to Landlord all keys for the Building and 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. (5) 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 Landlord 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 times 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 deemed hazardous shall not be brought into the Building. (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 37 bi 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) Bicycles, 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 purpose. 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 required. (18) Refuse. Tenant shall place all refuse in proper receptacles provided by Tenant at its expense in the Premises or in 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 involves the danger of 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 doorways of its premises. All sidewalks, entryways, and common areas shall remain unobstructed, and shall be used only for ingress and egress from the Premises and the Building. 38 (24) Parking Lot Solicitation. No tenant may solicit in any manner 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 pay 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 spaces, 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 in any space designated as "Handicapped," "Visitors Only," or any spaces(s) other than the space(s) assigned or designated for Tenant's use. (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 number 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 39 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 ab EXHIBIT G SPECIAL PROVISIONS f. Prohibited Uses (See Section 1.10 of the Lease.) • 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 (See Section 1.10 of the Lease.) • 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 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 (i) 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. 3. Lease Termination by Tenant. • 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 41 beverages other than 3.2 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 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. 4. Dispute with Winter Boat, LLC. Tenant acknowledges that Tenant is currently under lease for space in Fraser Valley Shopping Center, located at 535 Zerex Street, Unit C 201, in Fraser, Colorado, and that Tenant is in a dispute with Winter Boat, LLC, the landlord of Fraser Valley Shopping Center, and is seeking to terminate its lease at Fraser Valley Shopping Center. Landlord has received correspondence from legal counsel for Winter Boat, LLC alleging, among other things, that Winter Boat, LLC has a claim against Landlord and Wesley A. Becker, individually ( "Becker "), for intentional interference with contractual obligations arising out of the negotiations between Landlord and Tenant for the lease of space at Fraser Marketplace. Landlord and Tenant deny such allegations, and Tenant has expressly represented to Landlord that Tenant is committed to the relocation of its business. Tenant has advised Landlord that Tenant continues to pursue a termination of its lease with Winter Boat, LLC through all available means. Tenant hereby agrees, at its expense, to use all due diligence in the pursuit and obtainment, as an integral part of its negotiations and final settlement with Winter Boat, LLC, of a stipulation from Winter Boat LLC that no further legal action will commence or go forth against Landlord and its affiliated companies, and their respective managing agents, leasing agents, and other agents, managers, members, employees, and representatives, including Becker, including specifically any allegations and claims made by Winter Boat, LLC against Landlord and/or Tenant regarding intentional interference with contractual obligations. 5. Signage Exceptions. Notwithstanding anything to the contrary set forth in the Lease, Tenant shall be entitled to post temporary sale banners from time to time on the exterior of the Premises 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 on the inside of the Premises windows, as long as the signage is in compliance with all applicable laws, rules, ordinances and codes, including the Town of Fraser sign code. 6. Condition Precedent to the terms of this Lease. Landlord agrees that in the event of the occurrence 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, on or before September 30, 2012. 42 EXHIBIT H TENANT OPTIONS 1. Renewal Options. As additional consideration for the execution of this Lease, the Landlord grants to Tenant two (2) separate options to extend the term of this Lease for two (2) separate additional sixty (60) -month periods 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 deemed 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 Premises. If Landlord and Tenant are unable to agree 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) appraisals, 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 options 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 options, the extension options shall lapse and be forever waived. 43 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 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 EXHIBIT A -2 SITE PLAN 28 EXHIBIT A -3 FLOOR PLAN 29 EXHIBIT B DRAWINGS 30 EXHIBIT C TENANT ACCEPTANCE LETTER Lease Dated: G cc Sa / d , 2012 Landlord: Fraser Marketplace, LLC, a Colorado limited liability company Tenant: Bottle Pass Liquors, Inc., a Colorado corporation Premises: Unit 1A, IS` Floor, 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 October 1, 2012 (2) That the space and improvements required to be furnished by the terms 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): (5) 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 November 1, 2012. and such date shall be the Rent Commencement Date. (7) That the Term of said Lease is five (5) years, and the Expiration Date is September 30, 2017. Dated: 46.ct5f /O, 2 ° /2- 31 TENANT: Name: Bottle Pass Liquors, Inc. 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 in 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 same, and Tenant is responsible for the timely determination of whether the service panel provides sufficient service. Any additional electrical construction necessary to provide sufficient power for Tenant's use will be constructed by Tenant, at Tenant's expense, as part of Tenant's work in 32 the Premises. 21. Sufficient drainage for the cooler and ice machinery. Tenant shall be responsible for "Tying -in" the cooler condensate line to the existing drainage line at the rear of the Premises provided by Landlord, as part of Tenant work in the Premises By signing this Lease, Tenant acknowledges that, prior to execution of this Lease, (a) Tenant has inspected the Premises and Tenant has agreed to accept the Premises in its present "AS IS" condition, and (b) Landlord has installed the vanilla shell improvements set forth in this Exhibit D above and is not obligated to construct or complete any additional improvements to the Premises. 33 EXHIBIT E WORK LETTER This is the Work Letter referred to in and specifically made a part of the Lease to which this Exhibit E is annexed, covering the Premises, as more particularly described in the Lease. Landlord and Tenant agree as follows: 1. 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: Landlord's Representative: Wesley A. Becker Tenant's Representative: Michael A. La Porte Tenant's General Contractor: Colorado Regional Construction Landlord's Contribution to Tenant's Work: None. 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 (to the extent not already completed as of the execution date of the 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 Tenants Improvements previously installed in the Premises by Landlord or former tenants 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 be 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 acknowledges 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. 34 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 "). 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 4.07 of the Lease shall apply. (b) Indemnity. Tenant shall indemnify, defend and hold Landlord harmless 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 (i) 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 Landlord. 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. Intentionally Deleted: 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 Tenant's specific tenant finish requirements. 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 finished 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. 35 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 agrees 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 during 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. 36 EXHIBIT 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, furnishings 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 Landlord's request remove such lock(s) at Tenant's expense. (3) Return of Keys. At the end of the Term, Tenant shall promptly return to Landlord all keys for the Building and 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. (5) 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 Landlord 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 times 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 deemed hazardous shall not be brought into the Building. (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 37 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) Bicycles, Animals. Tenant shall riot 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 purpose. 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 required. (18) Refuse. Tenant shall place all refuse in proper receptacles provided by Tenant at its expense in the Premises or in 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 involves the danger of 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 doorways of its premises. All sidewalks, entryways, and common areas shall remain unobstructed, and shall be used only for ingress and egress from the Premises and the Building. 38 (24) Parking Lot Solicitation. No tenant may solicit in any manner 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 pay 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 spaces, as long as the same complies with applicable laws, ordinances and regulations. (1) Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking. Users shall not park in any space designated as "Handicapped," "Visitors Only," or any spaces(s) other than the space(s) assigned or designated for Tenant's use. (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 number 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 39 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 EXHIBIT G SPECIAL PROVISIONS 1. Prohibited Uses (See Section 1.10 of the Lease.) • 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 (See Section 1.10 of the Lease.) • 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 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 (i) 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. 3. Lease Termination by Tenant. ■ 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 41 beverages other than 3.2 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 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. 4. Dispute with Winter Boat, LLC. Tenant acknowledges that Tenant is currently under lease for space in Fraser Valley Shopping Center, located at 535 Zerex Street, Unit C 201, in Fraser, Colorado, and that Tenant is in a dispute with Winter Boat, LLC, the landlord of Fraser Valley Shopping Center, and is seeking to terminate its lease at Fraser Valley Shopping Center. Landlord has received correspondence from legal counsel for Winter Boat, LLC alleging, among other things, that Winter Boat, LLC has a claim against Landlord and Wesley A. Becker, individually ( "Becker "), for intentional interference with contractual obligations arising out of the negotiations between Landlord and Tenant for the lease of space at Fraser Marketplace. Landlord and Tenant deny such allegations, and Tenant has expressly represented to Landlord that Tenant is committed to the relocation of its business. Tenant has advised Landlord that Tenant continues to pursue a termination of its lease with Winter Boat, LLC through all available means. Tenant hereby agrees, at its expense, to use all due diligence in the pursuit and obtainment, as an integral part of its negotiations and final settlement with Winter Boat, LLC, of a stipulation from Winter Boat LLC that no further legal action will commence or go forth against Landlord and its affiliated companies, and their respective managing agents, leasing agents, and other agents, managers, members, employees, and representatives, including Becker, including specifically any allegations and claims made by Winter Boat, LLC against Landlord and/or Tenant regarding intentional interference with contractual obligations. 5. Signage Exceptions. Notwithstanding anything to the contrary set forth in the Lease, Tenant shall be entitled to post temporary sale banners from time to time on the exterior of the Premises 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 on the inside of the Premises windows, as long as the signage is in compliance with all applicable laws, rules, ordinances and codes, including the Town of Fraser sign code. 6. Condition Precedent to the terms of this Lease. Landlord agrees that in the event of the occurrence 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, on or before September 30, 2012. 42 EXHIBIT H TENANT OPTIONS 1. Renewal Options. As additional consideration for the execution of this Lease, the Landlord grants to Tenant two (2) separate options to extend the term of this Lease for two (2) separate additional sixty (60) -month periods 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 Premises. If Landlord and Tenant are unable to agree 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) appraisals, 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 options 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 options, the extension options shall lapse and be forever waived. 43 Serene Wellness Medical Marijuana Center License Application We have apublic hearingthis eveningforSerene Wellness Medical Marijuana Center License Applicationbeginning at 7:00p.m.Alsoscheduled isan executive session with our attorney following the public hearingfor any questions you may have regarding your approval/denial of the application. Please see the MMC Findings of Facts regarding Serene Wellness in the packet for your most comprehensive outline of the conditions required. Below is a brief summary of what was found. Please feel free to contact staff with any questions you may have. AMedical Marijuana Centerlicense application was received in my office on July 2, 2012from Serene Wellness Fraser, LLC., P.O. Box 331 Empire, CO 80438 dba;Serene Wellness, 255 Mill Avenue, Fraser, CO 80442 That the Notice of Public Hearing on this matter was posted on the premises on Thursday, August23, 2012at least 10 days prior to the hearing, and that the publication of the hearing was published in a newspaper of general circulation on August 16, 2012 at least 10 days prior to the Public Hearing. The license application is complete, including all payment of fees. The applicant has requested a concurrent review and the application has been sent to the State to begin that process. The background check by the Fraser Winter Park Police Department found no negative information. I would recommend approval based onthe criteria referenced in the Findings of Fact and the conditions referenced in the Resolution 2012-09-01; o o o 1. TOWN OF FRASER MEDICAL MARIJUANA LICENSE ®LOa D APPLICATION FORM ix NEW LICENSE r TRANSFER OF OWNERSHIP r APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) Applicant is applying as a Corporation Partnership (includes Limited Liability and Husband and Wife Partnerships) Individual 2. Applicant If an LLC, name of LLC; if partnership, at least 2 partner's names; if corporation, name of corporation SERENE WELLNESS 3. Address of Premises (specify exact location of premises) 7FF RAH I AIIFNI IF LICENSE RENEWAL Ix Limited Liability Company Association or Other Fern Number SFRFNF WFI I NESS FRASFR I 1 C 2a.Trade Name of Establishmerrt (MIA) State Sales Tax No. Business Telephone 303 569 -2011 City County State ZIP Code _FRASFR C;RANfO CO Rf1442 4. Mailing Address (Number and Street) City or Town State ZIP Code v n RnXall I MPIRP CO 80438 I Print Form 1 NONREFUNDABLE APPLICATION FEES Ix Application Fee for New License with concurrent State review $5,000.00* Application Fee for Transfer of ownership $5,000.00* Plus reimbursement of any additional fees or expenses incurred by the Town and /or reimbursement of any Town expenses incurred in excess of this amount. MEDICAL MARIJUANA LICENSE FEES Annual License Fee $5000.00* Late Renewal Fee (C.R.S. 12-43.3-311(2 $500.00 Change of location application fee $700.00 Modification of premises application $700.00 Change of corporate structure/officers/directors/Ow each owner/ officer/director added) $500.00 Manager registration (if not an owner) $500.00 Plus reimbursement of any additional fees or expenses incurred by the Town and/or reimbursement of any Town expenses incurred in excess of this amount. Page 2 APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET Instructions: This checklist should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed.Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED I. APPLICANT INFORMATION r A. Applicant/Licensee identified. B. Copy of State of Colorado Medical Marijuana License Application. I C. License type or other transaction identified. E D. Return originals to local authority. E. Additional information may be required by the local licensing authority. II. DIAGRAM OF THE PREMISES A. No larger than 8 X B. Dimensions included (doesn't have to be to scale). Exterior areas should show control (fences, walls, etc.). C. Separate diagram for each floor (if multiple levels). III. PROOF OF PROPERTY POSSESSION A. Deed in name of the Applicant ONLY (or) B. Lease in the name of the Applicant ONLY. C. Lease Assignment in the name of the Applicant (ONLY) with proper consent from the Landlord and acceptance by the Applicant. r 0. Other Agreement if not deed or lease. N. CORPORATE APPLICANT INFORMATION (If Applicable) I A. Certificate of Incorporation (and/or) B. Certificate of Good Standing if incorporated more than 2 years ago. r° D. List of officers, directors and stockholders of parent corporation (designate 1 person as "principal officer). V. PARTNERSHIP APPLICANT INFORMATION (If Applicable) r-. A. Partnership Agreement (general or limited). Not needed if husband and wife. VI. LIMITED LIABILITY COMPANY APPLICANT INFORMATION (If Applicable) r A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office). B. Copy of operating agreement. E C. Certificate of Authority (if foreign company). VII. MANAGER REGISTRATION INFORMATION WHEN INCLUDED WITH THIS APPLICATION A. $500.00 fee. Page 3 is. If applicant is a corporation, partnership, association or limited liability company, applicant must list ALL OFFICERS, DIRECTORS, GENERAL PARTNERS, AND MANAGING MEMBERS. ALL PERSONS LISTED BELOW must submit finger print cards to their local authority. P.D. BOX 331, EMPIRE, CO 80438 7/12/73 DANIEL F. VOLPE Registered Agent (if applicable) OATH OF APPLICANT 1 declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. l also acknowledge that it is my responsibility and the r esponsibillty of my agents and employees to comply with the provisions of the Colorado Medical Marijuana Code. Authorized Signature Date applicat 07 -02 -12 NAME Local Licensing Authority for TOWN OF FRASER Signature Signature (attest) led with local authority HOME ADDRESS, CITY STATE Title Address for Service PRESIDENT REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY Title Date DOB Date of local authority hearing (for new license applicants; cannot be less than 30 days from date of application.) THE LOCAL LICENSING AUTHORITY HEREBY AFFIRMS: That each person required to has: Yes No 1 Been fingerprinted I r r Been subject to background investigation, including NCIC /CCIC check for outstanding warrants r f`" r That the local authority has conducted, or intends to conduct, an inspection of the proposed r r. premises to ensure that the applicant is in compliance with, and aware of, liquor code provisions affecting their class of license (Check one} r Date of Inspection or Anticipated Date r 1 r Upon approval of state licensing authority. r E The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted will meet the zoning regulations of the neighborhood and will comply with the provisions of the Fraser Municipal Code. THEREFORE, THIS Telephone Number TOWN, CITY 970- 726 -5491 FRASER Title Date Date 07 -01 -12 POSITION PRESIDENT OR 8520 (06120A OF REVENUE Gpt,oRAoc ifEPAR'z MEOSCAL MARIJUANA ENFORCE /SW DIVISION Application Form w ociated Person Associated Key Ucense Nss C l Person (1 Se Types lication type Sea Application Checklistior details on license types,} (Cpeck only one app Length of time at this Address: Year(s) Montn(s) cam Physical e9S) sswhete you will Dew Medics( (,era: eS e�tpte rt Yes ta` f4o Maidenthiarrled NameS Used (Full Marne) (Attach separate srseet y n ssary) I arr,es, Aliases, Eta Used (full Narne) (Attach seporste sheet if necessary) 4 "Dl�' '4 r �`v pa_ Scarslr s O a se Sheet p�� ,separate sheet Alien �g�tration tytmnt�r •11 include details here: 'fW* f�hiilNCl �(tllfi"' buslne Merirc tea uarra 3 S r accupatian yr nb 1 �1e Name of llaansed IL Sc° L I.. Wotie Phone lJumber e i pr e r if d vent om shove c� M r i ti Name of ps�esent employe L.- j sled person in any other type of ado s pport Medtcel Marijuana license or ate you an associ po yaU Cum poaSGss a COtt?r Wane license? re: whether or nottt,e Gceese Color MedScN indicate license type and number he fiadic6 on, domestic ar ioreign, •lt n intt,isyranyot Yes N Ma an lip se Rave you ever apPh�t net0re for a Me dical a patient card) taken against eras ever Issued? (Not including a medical marijuan rtati°n or had any disciplinary antior Ho •1f Yes n 1 Mat ere.. licens wll or pan o! a ua g�yyp in this or any other l ion? liave you ever been denied a Yes a Physical Addr Thaiting Address (if dii5ert ,t v ,e +s last 10 ye a sheet if necessary) Ust all add resent aridness (attac Gist all addresses wove you have lived tjtssin9 the years, riot including any Pagel of 1S Previous Addresses Continued: 4305 Columns Cir. Seminole,FL 33772 5/02-2/03 Description Of Tattoos: 1) Chinese writing on back left shoulder blade. 2) Custom design on center of back approx. 4" in diameter. 3) Green star on inside of lower ankle. No identifiable scars. 1, Have you ever been convicted of a felony at anytime regarding the possession, distribution, or use of a controlled substance? o Yes No 2. Have you served a sentence, including probation or parole, within the past 5 years upon convic- lion for any felony, even if the conviction occurred more than 5 years ago? o Yes Tto 3. Have you failed to remedy an outstanding delinquency for taxes owed, an outstanding delin- quency for judgements owed to a government agency, or an outstanding delinquency for child support? 1 Yes giNo 4. Are you a licensed Physician making patient recommendations? 0 Yes rEl No 5. Have you had your authority to act as a primary caregiver revoked by the State Health Agency? Yes [No 6 Are you under 21 years of age at the time of this application? Yes KNo 7. Are you the spouse or child living in the household of any person employed by the Colorado Medical Marijuana Enforcement Division? Yes f�l No 8. Are you an officer, reserve police officer, agent, or employee of arty law enforcement agency of the State of Colorado? 0 Yes Milo Applicant's Last Name (Please Print} 0 �r NOTICE; The Associated Person Associated Key License Application Form is an official document. if you provide false information on your Medical Marijuana license application and/or do not disclose all information the application asks, your license is subject to denial or revocation, and you may be subject to criminal prosecution. The Medical Marijuana Enforcement Division will conduct a complete background investigation and will check all sources of information. If you need clarification of any of the following questions, please contact the Investigations Section at any Medical Marijuana Enforcement Division office. First Name (Please Print) If you answered YES to any of the above questions, by Colorado law you cannot obtain or hold a Colorado Medical Marijuana license. Middle Name FRAN IL i have thoroughly read and understand the questions above, and understand that I cannot hold a Colorado Medical Marijuana licens ny time in l e future t can ever answer "Yes" to any of the questions above. Page 2of13 Education High School Name o 4 I' Location 'a c'(5t Major Dates Attended From ti Bi" To t9 Graa�duat= p ,es 0No Degree Earned Colle geNo- Tech Name (Submit diploma copy) �J} .`Vi}/sf�SJ O I AWk1 t 14AM)k g k Dates Attended From t r CJ Location "O &Jz J Jr r c To or J A HA WA: t {Graduate 0Yes [No Degree Earned A Major L e- i Other Collet) o1 Name (Submit diploma copy) Location Major Dates Attended From To Graduate El Yes 0 No Degree Earned Other College(School Name (Submit dip kxna copy) Location Major Dates Attended From To Graduate Degree Earned DYes I No Criminal History 1. Have you, after tuming 18 years of age, ever been arrested, served a criminal summons, charged with, or convicted of ANY I y Et$io crime regarding the possession, distribution, or use of a controlled substance 2. In the last 10 years have you ever been arrested, served with a criminal summons, charged with, or convicted of Yes gm, ANY crime or offense in any manner in this or any other country? You must include ALL arrests, charges, and convictions in the test 1U years but not prior to the age of 18 regardless of the outcome, even lithe charges were dismissed or you were found not guilty. You must inciudeALL arrests, charges, and convictions regardless of the class of crime (felonies, misdemeanors, and(or petty offenses). You muSt include ALL Serious traffic offenses, including DUI-, DWAI; reckless driving; Leaving the scene of an accident (hit and run); driving under denial, suspension or revocation; or any other offense which resulted in your being taken into custody. NOTICE: Oa not rely upon your understanding that an arrest or charge le not supposed to be an your recent. "A criminal record was not cleared, erased. seated or expunged unless you were given, and have in your possession, a written order from a judge directing that action. If yes, give details below. List all cases without exception, including bankruptcies: VW.] answered YES. explain in detail on a separate sheet and attach it to your application. For each offense for which you were arrested or charged, YOU MUST OBTAIN OFFICIAL DOCUMENTATION FROM THE COURT WERE YOU APPEARED, SHOWING THE FINAL DISPOSITION (OUT- COME) OF YOUR CASE. This information will include whether you were found gutty or not guilty; arid the penalty (money fine. time in jail or prison, or probation or deferred sentience). If you received a deferred judgment, a deferred sentence, or probation, your documentation must include the date that you were discharged or released from probation or other supervision, 3. Have you ever received a pardon or its equivalent for any criminal offense in this or any other country? Yes [ND 4. Have you, as an individual, as a member of a partnership or other form of domestic or foreign business entity, or as owner, Yes Ei No director. or officer of a corporation, ever been a party to a lawsuit (other than divorces), either as a plaintiff or defendant. complainant or respondent, or in any other fashion. in this or any other country? `tf you answered YES to any of the preceding questions. explain In detall on a separate sheet and attach it to your application. Applicant's Initials 1) V Page 3 of 13 Applicant's Last Name (Please Fin OR 8521 (48IZ8/12} COLORADO DEPARTMENT OF REVENUE MEDICAL. MARIJUANA ENFORCEMENT DMVM$,ON First Name e Middle Name ARREST DISCLOSURE FORM If since turning age 18, you have ever been arrested, served a criminal summons, charged with, or convicted of ANY crime regarding the possession, distribution or use of a controlled substance, you must disclose this information to the Medical Marijuana Enforcement Division. If you have been arrested in the past 10 years, given a summons, or been con- victed of any offense, you must disclose this information to the Medical Marijuana Enforcement Division. Any person licensed by the Medical Marijuana Enforcement Division, and any associated person to a licensee, must make written notification to the Division's office of any criminal conviction andtor criminal charge pending against such person within 10 days of such arrest, summons, or conviction. This includes: Being taken into custody for any offense, including traffic offenses Being issued a summons or citation for any offense except for mina' traffic offenses Failing to comply with your sentencing requirements Failing to appear for a court proceeding and having a bench warrant issued Having your driver's license suspended or revoked Being alleged to have driven under the influence or impairrnent of intoxicating liquor or drugs Failure to disclose an arrest or citation may result in disciplinary action, up to and including the denial of your license application. Please List Each Offense Separately Arresting Agency Original Charge Date of Offense Arresting Agency Original Charge Disposition NaRetive Must also provide official documentation (except for minor traffic offense). Place of Offense Disposition Na rrative Must also provide official documentation (exceptfor minor traffic offense). A4plioanrs Last Name (Please print) 0 First Name 'Middle Name DR 8521 (46128112) COLORADO DEPARTMENT OP REVENUE MEDICAL MARIJUANA ENFORCEMENT DIVISION Place of Offense Original Charge Date of Offense Disposition Narrative Must also provide official documentation (except for minor traffic offense). Arresting Agency Original Ch Disposition Narrative Must also provide official documentation (except for minor traffic offense). e ARREST DISCLOSURE FORM (Continued) Please List Each Offense Separately Place of Offense Medical Marijuana License Number Date 3 17- Page 5 of 13 Applicant's last Name (Please Print) Vol First Name ,t �llll�el Middle Name Employment and Business Associat t"l st ory Beginning with your current enployment, Iist all Jobs you have held in the past 10 years, but not prier to age 18. Also. list all businesses with which you have been associated. including all corporations, partnerships or any other business ventures with which you have been associated, including es an officer, director, stockholder, artner, limited artner, member, or In a other related ca adt Employer/Business Name Seceuc 'Welt wes5 IL L EmployerlBuslness Name N' ieu Tw,I f Pt <snT Q+`� MMC- Add ss (include ZIP code) Supervi 's Name Dat (from-to) Title Description of Duties Reason for Leaving 'lo Pt�xc�� I t►f PVC A 31 to e(e)4Jr PAD Q 6 'Description of Duties Reason for Leaving Address (include ZIP code) Supenrisbr's Name Employer /Business Name q Jvl 0 Ai ,)^�47oAg5 Dates (from -to) Title Address include ZIP code) 6i, 234 Description of Duties :c', •6 Reason, for Leaving Supervis Name Employer!BU Name ntOe t IAA Dates (from -to) f‘ 0 F —4- A. dress (include ZIP code) f yta \r4 1 7 Sr Title (100e {?ry 14.4e- fir Supervisor's Name I1 jt� e Titte MCDP Employer /Business Name Dates (tram -to) 5 r Q TAie i R c'^'t employer /Business Name nce 5 e, w :t I e i Wt611'1.) A )J So p Iu Address (in «ude ZIP care) 1wN(IOAi Dates (from -do) Title is oF- I 10 PT 1 dress (include ZIP code) t ell 0 e ta I I l eNcvi Divb Description of Duties Supervisor's Name f3 5 c- c.(IAA. Reason for Leaving Cx" 0 At1•rh )'IA1u ra (h t-- Supervisor's Name Cha racter Retererices Descripfion Duties Rees n for Leaving if*- •Z c2i t'+( Description of Duties Reason for Leaving 0-A OF Akira IhM s three chard., r 2 ,a kn t ou five or more ears. Do not Include relati resent em. t. er ore .1. es. Address City ZIP Applicants initials r.° Page eof13 Volpe, Daniel Frank Employment History Continued: The Campbell Agency 5/00-7/10 Model Started MMC 3838 Oak Lawn Ave #900, Dallas TX 75219 Agent: Nancy Campbell Irene Marie Model Management 10/99 -8/07 Model Changed Agency 727 Ocean Dr.Miami Beach, FL 33139 Agent :Tina Beretta Wilhelmina New York 5/03 -12/05 300 Park Ave South NY, NY 10010 Ultra Clean Laundromat 6/02-11/03 7936 Ulmerton Rd. Largo, FL 33771 Model Out Of Area Agent: Tom Winslow Owner -Ran Laundromat Not Profitable Apex Lending 5/1 -6/03 Loan Officer, Refi Paperwork Out Of Business 18830 US HWY 19 4323 CIearwater, FL 33764 Financial History 1. Are you delinquent in the filing of any tax return with any taxing agency anywhere? Yes litNo 2. Are you delinquent in the payment of any taxes, interest, or penalties due to any taxing agency anywhere? El Yes [gNo 3. Are you delinquent In the payment of any judgments due to any govemmental agency anywhere? Yes 'No 4. Are you delinquent in the repayment of any government insured student loans? l:3 Yes ria S. Are you delinquent In the payment of any cnikt support? Yes No S. Check any of the following priviteged or professional licenses you have held Individually or as part of an ownership group Yes a No in this state or any other domestic or foreign jurisdiction: Liquor El Real Estate 13roke r /Sales El Accountant 0 Lawyer J Physician El Insurance 0 Racing Lottery 0 Securities Dealer [Other rie4i A i rel..$Q: a -A r A Lit' Al on •j 3 i 1 DA 95 4e,_ Have you ever been denied a privileged or professional license, withdrawn a privileged or professional license Yes E No 7. appfication or had any disciplinary action taken against any such license that you have trek', either fndivfduaNy or as part of an ownership group? Have you, as an individual, principal of any farm of business entity, or as an owner, officer or director of a corporation, ever 3. filed a bankruptcy petition, had such a petition filed against you or the business entity or the corporation; or had a receiver, D Yes Da No fiscal agent, titmice, reorganization trustee or similar person appointed for you or the business entity or corporation? Do you now own. have ever owned, or otherwise derive a benefit from assets held outside the United States, whether held 0 Yes J No 9. in your own name or another name, on your behalf or for another person or entity, or through other individuals or business entities, or in trust, or in any other fashion or status 10. Are you currently a party, or ever been a party, in any capacity, to any trust instrument? D Yes Eallo Has a complaint, judgment, consent decree, settlement or other disposition related to a violation of federal, state or similar I Yes 1NNo 11. foreign antitrust. trade or security raw or regutatton ever been filed or entered against you or a business entity of which you were a principal or against a corporation for which you were an owner. officer or director. If you answered YES to any of the questions above or checked any boxes above, give details on separate sheet, including license number and dates license held for Geenses marked on question 6. include any items currently under format dispute or legal appeal. Attach any documents to prove your settlement on any of these issues. Applicant's Last Na (Please Print) First Name Middle Name RAN k Applicant's initials j Page 7 of 13 'Applicant's Last Name (Please Print) First Name P/ M c' 1 Middle Name 1 Five Personal Fina diet' 1. Annual income Salary (Sauce)" /r'DGde 1r ir i Salary (Source)' 1s .s};:+; r0ell L..3 Interest (Source)" If YES, explain: 14) Interest (Source)• A Dividends (source)' Sea err i,t�% e114 Dividends (Source)' Other (Source)" Other (Source)" 'TOTAL n c �c e F i er corms 't. Please sub it all executed agreements or documents that grant you any right to any percent of ownership or percent of income from the Colorado Medical Marijuana business with which you are associated. 2. Amount to be invested in business: Percentage of ownership this amount represents: investment will be derived from the following sources: 3 aoO is 5. Has your interest in this Medical Marijuana establishment been assigned, pledged or hypothecated to any person, 'arm. or corporation, or has any agreement been entered into whereby your interest Is to be assigned, pledged or sold, either Q Yes F) No !n part or whole? Applicants lniiiais Page 8 or 13 DR 4879 (6128/12) COLORADO DEPARTMENT OF REVENUE 1, DPNale rk ANL fp swear or affirm under penalty of perjury under the laws of the State of Colorado that (check one): Sig AFFIDAVIT RESTRICTIONS ON PUBLIC BENEFITS g- I am a United States citizen. I am not a United States citizen but I am a Permanent Resident of the United States. ED I am not a United States citizen but I am lawfully present in the United States pursuant to Federal law. 0 I am a foreign national not physically present in the United States. 1 ?0,0010*.1 14**010 'OaMIOiS4,i*:*iit: that l'.ahi:laWfiiiise-proOnt in the Untted States prior to recei of this pubiie. further acknowledge :tfraf iiiiiinti*fa*.tictiti904050sOptp s(atement represontation in thit 00.10*I::001jt.*;,*0 Coloraclo Revised Statute 18 8 and it shall conbtltute aieparite a PObaabenefrt is hel..Ouler■Orreifeitied .■+.4 4 Date Page 9 of 13 Affirmation Consent rint your F Leaa! Name clearly below: Legal First Name Date 4/3// Z. Leg at Middle Name I, :j Anti F riz tNe V191 state under Penalty for offering a false instrument for recording pursuant to 18 -5 -114 C.R.S. that the entire Associated Person Associated Key License Ap- plication Form, statements, attachments, and supporting schedules are true and correct to the best of my knowledge and belief, and that this statement is executed with the knowledge that misrepresentation or failure to reveal information requested may be deemed sufficient cause for the refusal to issue a Medi- cal Marijuana license by the State Licensing Authority. Further, J am aware that later discovery of an omis- sion or misrepresentation made in the above statements may be grounds for the denial of a temporary Medi- cal Marijuana application or the revocation of the license. I am voluntarily submitting this application to the Colorado Medical Marijuana Licensing Authority under oath with full knowledge that I may be charged with per- jury or other crimes for intentional omissions and misrepresentations pursuant to Colorado law or for offering a false instrument for recording pursuant to 18 -5 -114. I further consent to any background investigation necessary to determine my present and continuing suitability and that this consent continues as long as I hold a Colorado Medical Marijuana license, and for 90 days following the expiration or surrender of such Medical Marijuana li- cense. Note: If your check is rejected due to insufficient or uncollected funds, the Department of Revenue may collect the payment amount directly from your banking account electronically. Page 10 of 13 investigation Authorization Authorization to Release Information Page 11 of 13 I, 1 ‘);e I FeAtie. Voife-- hereby authorize the Colorado Medea, Marijuana to conduct I hereby deemed i understand that institution to sur- have occurred with financial form and wher- and tax obligation Agencies the Investigatory relating to me. 1 as `confidential" or a criminal his- any information that the criminal a finding of guilt may contain the condi- information, even or federal laws. satisfaction. I to determine and other agents of inaccurate in- discharge, and and other or publication in acquired during of this material personnel record, law enforcement Licensing Authority, the Medical Marijuana Enforcement Division, (hereafter, the Investigatory Agencies) a complete investigation into my personal background, using whatever legal means they deem appropriate. authorize any person or entity contacted by the investigatory Agencies to provide any and all such information necessary by the Investigatory Agencies. i hereby waive any rights of confidentiality in this regard. by signing this authorization, a financial record check may be performed. I authorize any financial render to the investigatory Agencies a complete and accurate record of such transactions that may that institution, including, but not limited to, internal banking memoranda, past and present loan applications, statements and any other documents relating to my personal or business financial records in whatever ever located. i understand that by signing this authorization, a financial record check of my tax filing status may be performed. I authorize the Colorado Department of Revenue to surrender to the investigatory a complete and accurate record of any and all tax information or records relating to me. I authorize Agencies to obtain, receive, review, copy, discuss and use any such tax information or documents authorize the release of this type of information, even though such information may be designated 'nonpublic' under the provisions of state or federal laws. 1 understand that by signing this authorization, tory check will be performed. I authorize the Investigatory Agencies to obtain and use from any source, concerning me contained in any type of criminal history record files, wherever located. I understand history record files contain records of arrests which may have resulted in a disposition other than (Le., dismissed charges, or charges that resulted in a not guilty finding). 1 understand that the information listings of charges that resulted in suspended imposition of sentence, even though I successfully completed tions of said sentence and was discharged pursuant to law. t authorize the release of this type of though this record may be designated as "confidential" or nonpublic" under the provisions of state The Investigatory Agencies reserve the right to investigate all relevant information and facts to their understand that the Investigatory Agencies may conduct a complete and comprehensive investigation the accuracy of all information gathered. However, the State of Colorado, lnveestigatoryAgencies, or employees of the State of Colorado shall not be held liable for the receipt, use, or dissemination formation. I, on behalf of the applicant, its legal representatives, and assigns, hereby release, waive, agree to hold harmless, and otherwise waive liability as to the State of Colorado, Investigatory Agencies, agents or employees of the State of Colorado for any damages resulting from any use, disclosure, any manner, other than a willfully unlawful disclosure or publication, of any material or information inquiries, investigations, or hearings, and hereby authorize the lawful use, disclosure, or publication or information. Any information contained within my application, contained within any financial or or otherwise found, obtained, or maintained by the Investigatory Agencies, shalt be accessible to agents of this or any other state, the government of the United States, or any foreign country. Pint your Fuli Legal Name vleariy below: leg last Name (Please Print) �0 I cc._ Legal First Name Add 1 el Legal Middle Name F Signature (Must be sign !n fr t of a Dated this 3 day of j v l 20 2.- at A 2 II (day) 1 (month) (year) i (time) i (city) (state) Wr e� ss Signature X 0 investigation Authorization Authorization to Release Information Page 11 of 13 TO: FROM: (Applicant's Printed Name) A,ed P 1 rig a K- V G M 1.1/We hereby authorize and request all persons to whom this request is presented having information relating to or concerning the above named applicant to fumish such information to a dory appointed agent of the Medical Marijuana Enforcement Division whether or not such information would otherwise be protected from the disclosure by any constitutional, statutory or common law privilege. 2.1AWe hereby authorize and request all persons to whom this request Is presented having documents relating to or concerning the above named applicant to permit a duly appointed agent of the Medical Marijuana Enforcement Division to review mid copy any such documents, whether or not such documents would Otherwise be protected from disclosure by any constitutional, statutory, or common law privilege. 3.1/We hereby authorize met request the Colorado Department of Revenue to pemrll a duly appointed agent of the Medical Marijuana Enforcement Divi- sion to obtain, receive, review, copy, discuss and use any such tax information or documents relating to or concerning the above named applicant, whether or not such information or documents would otherwise be protected from disclosure by any constitutional, statutory, or common saw privilege. 4,If the person to whom this request is presented is a brokerage firm, bank, savings and loan, or other financial institution or an officer of the same, I/we hereby authorize and request that a duly appointed agent of the Medical Marijuana Enforcement Division be permitted to review and obtain copies of any and all documents, records or correspondence pertaining to me/us, including but no limited to past loan information, notes co- signed by melts, checking accotmt records, savings deposit records, safe deposit box records, passbook records, and general ledger folio sheets. 5.1/We do hereby make, constitute, and appoint any duly appointed agent of the Colorado Medical Marijuana Erdexrement Division, mylotr true and lawful attorney in fact for melts in my /our name, place, stead, and on my/our behalf and far mylour use and benefit: (a) To request, review, copy sign for, or otherwise act for Investigative purposes with respect to documents and ltformation in the possession of the person to whom this request is presented as ewe might; (b) To name the person or entity to whom this request Is presented and insert that person's name in the appropriate location in this request (c) To place the name of the agent presenting this request in the appropriate location on this request. 8.1 grant to said attorney in fact full power and authority to do, take, and perform all and every act and thing whatsoever requisite, proper, or neces- sary to be done, in the exercise of any of the rights and powers herein granted, as fully to all Intents and purposes as IMwe might or could do if personally present, with full power of substitution or revocation, hereby ratifying and Confirming all that said attorney In fact, or his substitute or substitutes. shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein gram. 7.This power of attorney ends twenty -four (24) months from the date of execution. 8.The above named applicant has filed with the Colorado Medical Marijuana licensing Authority an application for a Medical Marijuana license. Said applicant understands that it Is seeking the granting of a privilege and acknowledges that the burden of proving its qualifications for a favor- able determination is at all times on the applicant. Said applicant accepts any risk of adverse public notice, embarrassment, atheism, or other action of financial loss. which may result from action with respect to this application. 9.I/We do, for myself/ourselves, my /our heirs, executors, administrators, successors, and assigns, hereby release, remise, and forever discharge the person to whom this request Is presented, and his agents and employees from all and all manner or actions, causes of action, suits, debts. judgments. executions, claims, and demands whatsoever, known or unknown, in law or equity, which the applicant ever had, now hes, may have, or claims to have against the person to whom this request is being presented or his agents or employee, arising out of or by reason of complying with the request 10.UVVe agree to Indemnify and hold harmless the person to whom this request is presented and his agents and employees from and against all dalrrs, damages, losses. and expenses. including reasonable attorneys' fees arising out of or by reason of complying with this request. 11.A reproduction of this request by photocopying or similar process shall be for all intents and purposes as veld as the original. Applicant's Last Name (Please Print) Signature (Must be Signed in front of a tees Dated this l day Of VVitneee_gg nature Applicant's Request to Release information r (maned 20 cL at 8. z8 t 1 year) one (0 Estate) Spouse's Last Name (Please Print) Spouse's First Name Middle Name Spouse's Signature (Must be signed in front of a witness) Dated this (day) day of (month) 20 tread at {time) a Witness Signature Signature of Medical Marijuana Enforcement Division agent presenting this request Date Page12of13 DEPAt;;IMEMT OF R €v rau€ Medic8l Marijuana Brdorcarnent Division Dear Applicant: STATE OF COLORADO John W. Hickenlooper Govemor Barbara J. Brohf Executive Director Thank you for your interest in becoming an associated person /key with a licensed business in the Medical Mari- juana industry. Before you submit your application, we want to make you aware of a few facts. The Medical Marijuana industry in Colorado is one of the most scrutinized businesses in the state, because Colorado citizens want the industry and everyone involved in it free from even the hint of any corruption or deceit. That's why we take our regulation of the industry very seriously, including the issuance of licenses. During the licensing process, we will conduct a thorough check of your background. If you pass our qualifica- tions, you will be found suitable as an associated person /key that will allow you to work in the Medical Marijuana Industry. You should know that a Medical Marijuana license is a privilege, not a right. And one thing you must do to obtain this privilege is be completely honest on your license application, In particular, we ask you an page 4 of the application: "In the past 10 years, but not prior to age 18 have you been arrested, served with a criminal summons, charged with, or convicted ofANY crime or offense in any manner in this or any other country?* The application goes on to tell you to explain ALL such arrests or charges no matter the final outcome. Did you list ALL arrests and charges in the past 10 years? Are you clear about what you need to disclose? If not, then ask someone at the front desk to assist you and answer any questions you might have. Here are some of the excuses we have heard from people who have failed to disclose arrests to us: My attorney told me 1 didn't have to disclose. I didn't think 1 was arrested, because I only got a ticket. I didn't think the arrest had anything to do with Medical Marijuana I didn't think that was still on my record. But there is no excuse not to disclose an arrest. You have been informed throughout the application to disclose ALL arrests. And you have just been informed again: Yee wi I not n ecessarily be denied a license if yo have ever been arrested, but you will be decried If you fail to disclose any arrest. I have read and and Signed 4- Date ""?-1/3 DR 8522 (06/28/12) Page 13 of 13 Receipt 74093 Received on 07/10/2012 Posted: 07/10/2012 Received From: SERENE WELLNESS FRASER LLC Payment Type Amount Paid Check $11,250.00 Total Amount Received: $11,250.00 Paying the following Fees: COLORADO DEPARTMENT OF REVENUE Payment Receipt License No. Name Fee Type Fee Amount Amount Paid 402 -00828 SERENE WELLNESS FRASER LLC License Fee $3,750.00 $3,750.00 402 -00828 SERENE WELLNESS FRASER LLC Medical Marijuana Applica $7,500.00 $7,500.00 Received By: Michelle Bauman Totals: $11,250.00 $11,250.00 SERENE WELLNESS FRASER LW 07)12 PO BOX 331 EMPIRE CO 80438 720 383 -2057 Pay to the Order of k P.p /lfa f ftter-4 o I (Z.EVC nrve �rPre n! 1110115 An,l.) 2 Credit Union oS l4le ROCKIES 1.0 Box 926 Gorden Colorado 80402 -8926 (303 )2735200 71a0 14 ,..04c7 r ao MEMO stkire., f ''fair t,ef m lArt, L0.0.4 FrG� Date 3 iL j i z 16- 8734/1220 rx:M h•2.5 is Mars 72if1 t QC 'Jz Colorado Medical Marijuana Enforcement Division Business License Application Instructions APPLICATION CHECKLIST i Application Fully completed Type or clearly print an answer to every question, If a question does not apply to you, indicate so with an N /A. If you are unsure if a question applies to you or what information the form is asking you to provide, contact any Medical Marijuana Enforcement Division office to seek clarification. If the available space is insufficient, continue on a separate sheet and precede each answer with the appropriate title. Is 2 Ail Forms Signed Attached Th flowing accompanying forms must be signed and returned with the application: rmation Consent I vestigation Authorization /Authorization to Release information Applicant's Request to Release Information (leave top two lines of form blank) 4 All Requested Information Attached n 1 l The following information requested on the application must be attached, if applicable: 'Trade rtificate of Good Standing from the Colorado Secretary of State's Office nation, including amendments Articles of Organization, including amendments 0 Partnership- Agreerflent, or operating /shareholder agreements If coq annual-and"bi- annual reports and meeting minutes from past 12 months R 0 Cu nt Uniform Commercial Code Report for all states where known to be filed l l app i le information requested on page 4 b. L,� 11 I e Documentation showing legal possession of the premise to be licensed iagram of merib, t ❑Copies of n otes pre security ise to be instruments {d etc. (deta�ed ed on page on 2 page ques 2 ion ques tion 7 and page 4, question 11 tk /w El Explanation detailing the funding sources used to finance the applicant business List of financial institution accounts as detailed on page 4, question 10 NOTE: The Medical Marijuana Enforcement Division reserves the right to request additional information and documentation throughout the course of the background investigation. t"�-A Applications For Associated Persons Attached Submit the following: (1)Associated Person License Form (DR8520) for any person holding an ownership interest in either a privately held company or publicly traded corporation, and/or officers and directors, regardless of ownership interest, if any. Application Fees See fee table on website. l 1 6 Bring in Application (BY APPOINTMENT ONLY) I Bring in application and all attachments to: Med Marijuana Enforcement Division 455 Sherman Street, Suite 390 Denver, CO 80203 DR 8530 (06128f12) COLORADO DEPARTNIENTOF REVENUE MEDICAL MARL1UANAENFORCEMENT DIVI License Types Fees (Cfieck only one application type. See AMU Eg Medical Marijuana Center (Type 1') El Medical Marijuana Center (Type 2') 0 Medical Marijuana Center (Type 3') Applicant's Legal Business Name (Please Print) Street Address of Medical Marijuana Business (Use Appendix Afor Optional Premises Cultivation Information) Business Phone Number 32 )s Address vs eCEi 0 JUL 0 6 20 2 bechJist for 1 ENfO Physic& Address 33) Mailing Addross (if different from Business Address) On a separate sheet, list all principal places of basin Attach certified C :pies of all articlr. and sushi for the past 10 years if difterent from above. ut corpernitor. byla+.tis. &tioles crgan zatian 110. or tRrst cu all corcorat_ m 2tiri S rot the I: st 1 2 No a corporal ^:upte8 of a. Annual and bi -chit ual reoo r.s. SEC f.l,rt s if a 1�: a: id all miriLrtes Attach current Gopv ar any Jrt tarrri Coinmercial;Code Report for all s'.atvs V :rtr' re kn0Y.vrt Lcr be UI a true cony of anypartrers r ^tag arty ,Se'Re ,J tc r�, �c�( LLC_ Trade Name (DBA) (Provide Trade* Name Registration)' Business Fax Number Colorado Medical Marijuana Licensing Authority siness License Application n license types and fees.) 2Fil out a separaleAppendix Afonn (DR 8544) for each optional premise cultivation license you are applying for. 0 Medical Marijuana- Infused Products Manufacturer: 'Type 1 =300 or fewer patients, 'Type 2401 to 500 patients: *Type 3=501 or more patients Medical Marijuana License Number (Assigned by Division) City Website Address Se (e ,J RAse 4-02- -00gig Email Address 5 State ZIP e o 8a'-H L Primary Contact Phone Number Primary Contact Person for Business AN): e l F. OY( Primary Contact Address (city, state ZiP) 33 C"I:ce (ra '3c '131� Federal Tax a er ID C Tax Licen Type of Business Structure Sole Proprietorshl El Partnership Limited Partnership 0 0 Corporation p 5 Corporation Q Publicly Traded Corporation State of incorporation or Creation of Business Entity Co ogApo Date of Qualification to Conduct Business in coforedo (Provide Certificate of Good Standing from the Colors Sectretary of State's Office) S i a Corporation, List all List all Trade Names u Title 2rs �r P is rtes Where the Corporation is Authorized to Conduct Business Co o 2A by the Business Entity (other than above) Primary Contact Fax Number I1 Email Address Limited Liability Company El Trust Other Date �sl t Page 1 of 7 7. is the applicant (including any of the partners, if a partnership; members or manager if a limited Liability company; or officers, stockholders or directors if a corporation) or manager under the age of twenty -one years? Yes No ►T 7. Has the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation) or manager ever (in Colorado or any other state); (a) been denied a privileged license (le: Liquor, Gaming, Racing and Medical Marijuana)? (b) had a privileged license (ie: Liquor, Gaming, Racing and Medical Marijuana) suspended or revoked? (c) had interest in another entity that had a privileged (le: Liquor, Gaming. Racing and Medical Marijuana) license denied, suspended or revoked? If you answered yes to 2a, b or c, explain in detail an a separate sheet, 3. Has a Medical Marijuana Center license application (saner license class), that was located within 1000 feet of the proposed premises, been denied within the preceding two years? If "yes,' explain in detail. 4. Are the premises to be licensed within 1000 feet of a school (as defined in 12 104 (15) C.R.S.), alcohol or drug treatment facility. principal campus of a college, university. or seminary, or a residential childcare facility? ix 5. Has a Medical Marijuana license ever been issued to the applicant (including any of the partners. if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation)? if yes, identify the name of the business and list any current ar former financial interest in said business including any loans to or from a licensee. .)C�.e.W.Z..t tcI.( it 0 6. Does the applicant of this applccalion, have legal possession documentation showing legal possession. Deed, Title, sale ownership reg Lase Other (Explain in a) If leased, list name of landlord and tenant, and date of of the premises by virtue of ownership, lease or other arrangement? Attach all or lease agreements etc. Detail) t `,rt t f expiration, EXACTLY as they appear on the lease: Landlord fJ i -uckl 5t f._,, 1 eD Tena t p eiC. v L Iwo i ti sJ f ikse�i..t.c.- Expires I Mal 6 •t Attach a diagram of the premises to be licensed and outline or designate the area (including dimensions) which shows the limited access areas, walls, partitions, entrances, exits and what each room shall be utilized for In this business. This diagram should be no larger than 8112" X 11 (It (toes not have to be to scale) 7. Who, besides the owners listed in this application (including persons. firms, partnershks, corporations, limited liability companies, trusts), will loan or give money, inventory, furniture or equipment to or for use in this business; or who wit receive money or profits from this business. Attach a separate sheet it necessary. NAME DATE OF BIRTH FEIN OR SSN INTEREST Local Licensing Autharity!Depart men t Attach copies of al notes and security instruments, (including partnerships, corporations, limited agreement relating to the business which is contingent and any written lability companies, etc.) or conditional agreement, or details of any oral will share in the profit or gross in any way by votume, profit, agreement, by which any person proceeds of this establishment, and any sales, giving of advice or consultation. Local Licensing Authority pariment Address 11 .e. w( ft N CO Lo aI Lice F Authority contact name e Contact Phone v' b a q acs Contact Email +torn. c c us Date of application with authority Date of approval from local authority, if a Are you requesting a concurrent review? L? No 8. Optional Premises Cultivation License Yes Has the Applicant filed for an Optional Premises License? What City or County? (Fill out Appendix A completely) No 9. Does the Center Applicant have evidence of a good and sufficient bond in the amount of $5000.00 in accordance with 12 -43.3 -304 C.R.S. (Include evidence with application)? IR Page 2of7 OWNERSHIP STRUCTURE' List all persons and/or entities with any ownership interest, and all officers and directors, whether trey have ownmghip interest or not if an entity (cor- poration, partnership, LLC, eta) has interest, list di persons associated vatth such entity, their ownership in the entity, and their effective ownership in the license. Llst ail parent, holding or other intermediary business interest. An Associated Person License Application form must be submitted for all persons in a private) held compa or a pubic traded corporation, and ail officers and directors, Nam e JAN i e l 5- o I Title 9(e.5 i f?t'„.'['- SSNIFEIN DOB App submitted? glYes J No (1e Address 33) 33) Ecle; (O City f- fv {rte State ZIP (0 6013'6 Phone Number Business Associated with (Parent business or sub entity) Own. Business Associated with t Effective Own. in Applicant Name Title SSN /FEIN DOB App submitted? Q Yes Q No Address City State ZIP Phone Number Business Associated with (Parent business or sub entity) Own. Bushess Associated with Effective Own. in Applicant Name Title SSN /FEIN DOES App submitt Yes 0 No Address City l State r ip Phone Number Business Associated with (Parent business or sub-entity) Own. Business Ass ociated with Effective Own. in Applicant Name Trite SSNIFEIN DOB App submitted? DYes ©No Address Business Associated wit arent business or sub-entity) City Own. State Business ZIP Associated with Phone l Numb er Effective Own. in Appear:wit Name Title SSNIFEIN DDB App submitted? 0 Yes DNo Address City (State 1ZiP Phone Number Business Associated with (Parent business or sub entity) Own.% Bushess Assodated with Effective Own. in Applicant TitIe State 8usatess SSN/FEIN SSN/FEJN ZIP Assodated with DDB home DOB Number Effective App sututiitted? Yes [3 No Own. in Applicant App submitted? [3Yes No Address Bus ness Associated with (Parent business or sub entity) City Own. Name Title Address City State ZIP Phone Number Business Associated with (Parent business or sub- entity) Own. Bushess Assodated with Effective Own in Applicant Are there any outstanding options and warrants? Ej Yes No •if YES, attach list of persons with outstanding options and warrants Are there any other persons, other than those listed in the Ownership Structure, including but not timiitered to suppbeis, lenders and Iandtords, who will receive, directly or in�d' tiy, any compensation or rents based upon a percentage or share of gross proceeds or income of the Medical Marijuana badness? Yes l No *if YES, attach list of persons and submit Associate Person License Application forms for each person Printed Legal Business Name ceire4q ftZA3e!', L f rinted Trade Name (DBA) Page 3of7 creqe_._ Wle fkle5S F- (DO eApo MC, Pire-- OFfit)N- I rcep -00i S 103 1.Has the applicant, the applicant's parent company or any other intermediary business entity ever applied for a Medical Mari- juana license in thls or any other jurisdiction, foreign or domestic, whether or not the license was ever Issued? if YES, provide details an a separate sheet, including jurisdiction, type of license, license ranter, and dates license held or applied for. Fes as 0 No 2.Has the applicant, the applicant's parent company or any other intermediary business entity ever been denied a Medical Mari- juana license, withdrawn a Medical Marijuana license or had any disciplinary action taken against any Medical Marijuana license that they have held in this or any other jurisdiction, foreign or domestic? If YES, provide details on a separate sheet. indudkhg jurisdiction, type of action, and date of action. Financial History 1.1s the applicant, the applicant's parent company or any other Intermediary business entity delinquent in Ole payment of any judg- menu or tax liabilities due to any governmental agency anywhere? if YES, provide details on a separate sheet and attach any documents to prove settlement or resolution of the delinquency. t l J Yes l l La 2.Has the applicant, the applicant's parent company or any other intermediary business entity filed a bankruptcy petition in the past 5 years, had such a petition filed against it, or had a receiver, fiscal agent, trustee. reorganization trustee or similar person appointed for it? ff YES, provide details on a separate sheet and attach any documents from the bankruptcy court. Q Yes No 3.1s the applicant, the applicant's parent company or any other intermediary business entity currently a party to. or has it ever been a party to, in any capacity, any business trust instrument? If YES. provide details on a separate sheet. Yes VINO R.Has a complaint, judgment, consent decree, settlement or other disposition related to a violation of federal, state or similar for- eign antitrust, trade or security law or regulation ever been filed or entered against the applicant, the applicant's parent company or arty other intermediary business entity? if YES. provide details on a separate sheet and attach any documents to prove the settlement of any of these issues. Include any items currently under faunal dispute or legal appeal. D yes fil No 5.Has the applicant, the applicant's parent company or any other intermediary business entity been a party to a lawsuit in the past 5 years. either as a ptainti f or defendant, complainant or respondent, or in any other fashion, in this or any other country? If YES, provide details on a separate sheet and attach any documents to prove the settlement of any of these issues. Include any items currently under formal dispute or legal appeal. Yes No t 6.Has the applicant, the applicant's parent company or any other intermediary business entity filed a business tax return in the past two years? Yes 0 No 7.Has the applicant, the applicant's parent company or any other intermediary business entity completed financal staterents, either audited or unaudited, in the past two years? If YES, attach all financial statements completed In the past two years. Yes No B.Has any interest or share In the profits of the sale of Medical Marijuana been pledged or hypothecated as security for a debt or deposited as a security for the performance of an act or to secure the performance of a contract? If YES, provide details on a separate sheet. 0 Yes 'No 8.Attach a tilt detailing the operating and investment accounts for this business, including financial institution name, address, tetephone number, and account number for each account. l i ,r, -t_ti e k vr" x es Af j f 5 \K ci it (0 0 /00 ..315; 10.Attach a list detailing each outstanding loan and financial obligation obtained for use in this business, including creditor name, address. phone num- ber, loan number, loan amount, loan terms, date acquired, and date due. Person who maintains Applicants business records TIte P("eS I'D 01 AN, L r Lrol�e Address ss �ny K 1 1, (e •„1- 1 .u'° Person who prepares Applicant's tax retu s, go ernmerrt forms reports Cg.. t1 Gr.D ASSOC R Vc$ Title Address rd D Phone Number (303 4 0 3 2... Location of financiat books and records for Applicant's business r 4 RIZIC reePsV D 8O i3 Printed Legal Business Name Printed Trade Name (OBA) Ce U" l 'es5 F AS e L L C_ Pane 4 417 I, Awe 1 _r. V o Il e as an authorized agent for the applicant, state under pen- alty for offering a false instrument for recording pursuant to 18 -5 -114 C.R.S. that the entire Medical Marijuana Business License Application Form, statements, attachments, and supporting schedules are true and correct to the best of my knowledge and belief, and that this statement is executed with the knowledge that misrep- resentation or failure to reveal information requested may be deemed sufficient cause for the refusal to issue a Medical Marijuana license by the State Licensing Authority. Further, 1 am aware that later discovery of an omission or misrepresentation made in the above statements may be grounds for the denial of a temporary Medical Marijuana application or the revocation of the license. I am voluntarily submitting this application to the Colorado Medical Marijuana Licensing Authority under oath with full knowledge that i may be charged with perjury or other crimes for intentional omissions and misrepresentations pursuant to Colorado law or for offering a false instrument for recording pursuant to 18 -5 -114 C.R.S. !further consent to any background investigation necessary to determine my present and continuing suitability and that this consent continues as Tong as I hold a Colorado Medical Marijuana License, and for 90 days following the expiration or surrender of such Medical Marijuana license. Note: If your check is rejected due to insufficient or uncollected funds, the Department of Revenue may collect the payment amount directly from your banking account electronically. Print Fur Legal Anen Narne clearly below: Applicant's Business Name Legal Agent Last Name (P ase Print) Affirmation Consent Trade Name (DBAI Legal Agent First Name we1 Legal Agent Middle Name Date f Page 5 or 7 1 1k F, \o (c�- as an authorized agent for the applicant, hereby authorize the Colorado Medical Marijuana Licensing Authority, the Medical Marijuana Enforcement Division, (hereafter, the Investigatory Agencies) to conduct a complete investigation into my personal background, using whatever legal means they deem appropriate. I hereby authorize any person or entity contacted by the InvestigatoryAgencies to provide any and all such information deemed necessary by the investigatory Agencies. I hereby waive any rights of confidentiality in this regard. I understand that by signing this authorization, a financial record check may be performed. 1 authorize any financial institution to surrender to the Investigatory Agencies a complete and accurate record of such transactions that may have occurred with that institution, including, but not limited to, internal banking memoranda, past and present loan applications, financial statements and any other documents relating to my personal or business financial records In whatever form and wherever located. I understand that by signing this authorization, a financial record check of my tax filing and tax obligation status may be performed. 1 authorize the Colorado Department of Revenue to surrender to the investigatory Agencies a complete and accurate record of any and all tax information or records relating to me. I authorize the Investigatory Agen- cies to obtain, receive, review, copy, discuss and use any such tax Information or documents relating to me. I authorize the release of this type of information, even though such information may be designated as "confidential° or "nonpublic° under the provisions of state or federal laws. I understand that by signing this authorization, a criminal history check will be performed. I authorize the investigatory Agencies to obtain and use from any source, any information concerning me contained in any type of criminal history record files, wherever located. I understand that the criminal history record files contain records of arrests which may have resulted in a disposition other than a finding of guilt (i.e., dismissed charges, or charges that resulted in a not guilty finding). I understand that the information may contain listings of charges that resulted in suspended imposition of sentence, even though I successfully completed the conditions of said sentence and was discharged pursuant to law. 1 authorize the release of this type of information, even though this record may be designated as "confidential" or "nonpublic under the provisions of state or federal laws. The Investigatory Agencies reserve the right to investigate all relevant information and facts to their satisfaction. I under- stand that the investigatory Agencies may conduct a complete and comprehensive investigation to determine the accura- cy of all information gathered. However, the State of Colorado, Investigatory Agencies, and other agents or employees of the State of Colorado shall not be held liable for the receipt, use, or dissemination of inaccurate information. 1, on behalf of the applicant, its legal representatives. and assigns, hereby release, waive, discharge, and agree to hold harmless, and otherwise waive liability as to the State of Colorado, Investigatory Agencies, and other agents or employees of the State of Colorado for any damages resulting from any use, disclosure, or publication in any manner, other than a willfully unlawful disclosure or publication, of any material or information acquired during inquiries, investigations, or hearings, and hereby authorize the lawful use, disclosure, or publication of this material or information. Any information contained within my application, contained within any financial or personnel record, or otherwise found, obtained, or maintained by the Investigatory Agencies, shall be accessible to law enforcement agents of this or any other state, the government of the United States, or any foreign country. Full Leg nie of Authorized Agent clearly h to•.v: Applicant Business Name e 4.)0Ij S5 Legal Agent Last Name (Please Pnnt) guy LegaIAgentx)tie (e3, oeoc Investigation Authorization Authorization to Release Information Dated this 5" day of 20 (month) (day) J Witness 1 mature .11 FAsw( C- [Legal Agent First Name Trade Name (MBA) Legal Agent Middle Nam gdi me_ Signature (Mu i be si.. f one witness ,et (year) psi {time) (state) Page 6 et 7 Applicant's Request to Release Information TO: r� r FROM: {Applicant °s Printed Name) ''-we 1 t°- k'r�►nr k 110 ye 1.I/VVe hereby authorize and request all persons to whom this request is presented having information relating to or concerning the above named applicant to furnish such information to a duly appointed agent of the Medical Marijuana Enforcement Division whether or not such information would otherwise be protected from the disclosure by any constitutional. statutory or common law privilege. 2.1/We hereby authorize and request all persons to whom this request is presented having documents relating to or concerning the above named applicant 10 peril( a duly appointed agent of the Medical Marijuana Enforcement Division to review and copy any such documents, whether or not such documents would otherwise be protected tom disclosure by any constitutional, statutory, or common law privilege. 3.I/We hereby authorize and request the Colorado Department of Revenue le permit a duly appointed agent of the Medical Marijuana Enforcement DM- sitxt to obtain, receive, review, copy, discuss and use any such tax information or documents relating to or concerning the above named applicant, whether or not such information or documents would otherwise be protected from disclosure by any constitutional. statutory, or common law privilege. 4.If the person to whom this request is presented is a brokerage firm, bank, savings and loan, or other financial institution or an otUcer of the same, ewe hereby authorize and request that a duly appointed agent of the Medical Marijuana Enforcement Division be permitted to review and obtain copies of any and all documents, records or correspondence pertaining to rnelus, includirlf} but no limited to past Loan Information, notes co- signed by melus, checking account records, savings deposit records, safe deposit box records, passbook records. and general ledger folio sheets. 5.iiWe do hereby crake, constitute, and appoint any duly appointed agent of the Colorado Medical Marijuana Enforcement Division, my /our true and ',whit attorney in fact for meius in myivur name, place, stead, and on mylour behalf and for my/our use and benefit: (a) To request, review, copy sign for, or otherwise act for investigative purposes with respect to documents and information in the possession of the person to whom this request Is presented as Uwe might; (b) To name the person or entity to whom this request is presented and insert that person's name in the appropriate location in this request (c) To place the name of the agent presenting this request In the appropriate location on this request. 6.1 grant to said attorney in fact full power and authority to do, take, and perform all and every act and thing whatsoever requisite, proper, or neces- sary to be done, in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as Ifwe might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that said attorney in fact, or his substitute or substitutes, shaU lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. 7.This power of attorney ends twenty -four (24) months from the date of execution. S.The above named applicant has filed with the Colorado Medical Marijuana Licensing Authority an application for a Medical Marijuana license. Saki applicant understands that it is seeking the granting of a privilege and acknowledges that the burden of proving its qualiNcations far a favor- able determination is at ail times on the applicant- Said applicant accepts any risk of adverse public notice, ertarrassment, criticism, or other action of financial loss, which may result from action with respect to this application. 9.1/We do, for myself/ourselves, my /our heirs, executors, administrators, successors, and assigns, hereby release, remise, and forever discharge the person to whom this request is presented, and his agents and employees from all and all manner or actions, causes of action, suits, debts, judgments, executions, dales, and demands whatsoever, known of unknown, in law or equity, which the applicant ever had, now has, may have, or claims to have against the person to whom this request is being presented or his agents or employees arising out of or by reason of Complying with the request. 10.1/We agree to indemnify and hotd harmless the person to whom this request is presented and his agents and employees from and against all claims, damages, losses, and expenses, including reasonable attorneys' fees arising out of or by reason of complying with this request. 11.A reproduction of this request by photocopying or similar process shall be for all intents and purposes as valid as the original. Print Fu if L cgaf l4amo of Authorized Agent cfr.arfy hefow Legal Agent Last Name (Please Print) 0 t Legal Agent First Name t_ 1 tj t Legal Agent Middle Name K K Legal Agent Tele gnature st be one witness) Dated this 1 dsy of LJ Lily 20 2_ at it S`Ls 1 (day) (month) (year) -4 t to l (t (time) (ctats) {p ity i .4—A Wrtnes.. Si. ature Signature of Medical Marijuana Enforcement Division agent presenting this request Date Page 7 of 7 Receipt 74089 Received on 07/10/2012 Posted: 07/10/2012 Received From: SERENE WELLNESS FRASER LLC Payment Type Amount Paid Check $4,000.00 Total Amount Received: $4,000.00 Paying the following fees: COLORADO DEPARTMENT OF REVENUE Payment Receipt License No. Name Fee Type Fee Amount Amount Paid 403 -01266 SERENE WELLNESS FRASER LLC Medical Marijuana Applica $1,250.00 $1,250.00 403 -01266 SERENE WELLNESS FRASER LLC License Fee $2,750.00 $2,750.00 Received By: Michelle Bauman Totals: $4,000.00 $4,000.00 DR 8544 (08128112) COLORADO DEPARTMENT OF REVENUE MEDICAL MARIJUANA ENFORCEMENT OI VI SrO N Applicant's Legal Business Name (Please Prurt) (e me,.. oil ,yes !2Aser 1< Trade Name (MA) (Provide Trade Name Registration) StreetAddress of Optional Premises Cultivation 3 Ei i PARK Atie Business Phone Number Dal Address 011 City Lorne Phone Number Website Address Colorado Medical Marijuana Licensing Authority Optional Premises Cultivation License Business Applicant must fill out an Appendix A for EACH OPC it is applying for Attach copies of ali notes and security instruments, and any written agreement, ordetails of any oral agreement, by which any person (including partnerships, corporations, limited liability companies, etc,) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit, sales, giving of advice or consultation. Medical Mari uana License Number (Assigned by Division) Physical Address 1 State ('0 Email Address ZIP f� k13 3 v Mailing Address (if different from Business Address) Cin a separate sheet, list all principal places of business for the past 10 years if different from above. Primary Contact Person for Business Primary Co 1. A.' t. ZIP) t= f' Colorado Sales Tax License State 0 ZIP Primary Contact Phone Number Primary Contact Fax Number Email Address 1 Does the applicant have legal possession of the premises by virtue of ownership, lease or other arrangement? Ownership ease Other (Explain in DetaD) (a) If leased, Est name of landlord and tenant, and date of expiration, EXACTLY as they appear on the lease; Landlord Tenant f t`jx'i7 Sore,ve- L r?r' s5 M e( LL( Attach a dlag am of the premises to be Licensed and outline or designate the area (including dimensions) which shows the limited access areas, walls, partitions, entrances, exits and what each room shall be utilized for in this business. This diagram should be no larger than 81(2" X 11''. (Doesn't have to be to scale) Expires Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies, trusts), will loan or give money, Inventory, furniture or equipment to or for use in this business; or who will receive money or profits from this business. Attach a separate sheet if necessary. FEIN OR SSN INTEREST NAME Li using Aut DATE OF BIRTH Local Lioensin Authority/Department Address Local -re A Ve if 100 Lo r ho con �.�v +r f I78 dt+nta e 1yt Date of approval from local authority, if any 1 Date of pgl itan Ideal authority Are you requesting a concurrent review? lXl Yes No g o b1ec v C4AN S C A L E 1 30' JOB NO. 0348427 IMPROVEMENT LOCATION CERTIFICATE 1B ALLY i 17 c0VERED$OARDWAIK OVRHEAD POWER 355' bt' :keC LEGAL THE EAST 165 FEET OFLOT 8 AND THE WEST 30.0 FEET OF LOT 9IN BACK 10 OF TIIETOWN OF EMPIRE, COUNTY OF CLEAR CREEK, STATE OF COLORADO. i its 8 19.5' 1- 0 ,PARK AVENUE FOUND 3i4" SMOOTH PIN FRAME SHED NO FOUNDATION 0' BOARDWALK t HEPEBY CERTIFYTHAT THIS IMPROVEMENT LOCATION CERTIFICATE WAS PREPARED FOR DAN VOLPE, THAT IT IS NOT A SAND SURVEY PLAT. AND THAT IT IS NOT TO BE REUED UPON FOR THE ESTABLISHMENT OF FENCES, BUILDINGS OR OTHER FUTURE IMPROVEMENT LINES I FURTHER CERTIFY THAT THE IMPROVEMENTS ON THE ABOVE DESCReEO PARCEL ON THIS DATE, OCTOBER 13.2011, EXCEPT UTILITY CONNECTIONS. ARE ENTIRELY WITHIN THE BOUNDARES OF THE PARCEL EXCEPT AS SHOWN, THAT THERE ARE NO ENCROACH UPON THE DESCRIBED PREMLSES BY IMPROVEMENTS ON ANY ADJOINING PREMISES, AS INDICATED, AND THERE IS NO APPARENT EVIDENCE OR SIGN OF ANY EASEMENTS CROSSING OR BURDENING SAID PARCEL, EXCEPT AS NOTE). ft NOT POSTED ----7-- /4- 11 0 -s• ;V• z.7.7.-- 1 7 -4%—b 3!.9 M, I ni 1 61 -....--4.-..--••—•-• OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE I, Scott Gessler, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, Serene Wellness Fraser LLC is a Limited Liability Company formed or registered on 07/05/2012 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20121369466. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 06/29/2012 that have been posted, and by documents delivered to this office electronically through 07/05/2012 14:43:09. I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 07/05/2012 14:43:09 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 8285501. Secretary of State of the State of Colorado *End of Cut fi Notice: A certificate issued eiectmnically from the Colorado Secretary of Slate's Web site is illy and immediately valid and e However, as an option, the issuance and validity of a certificate obtained eleetmnically may be established by visiting the Certificate Confirmation Page of the Secretory of States Web site. lutp:eArorrovtiv_snsstats,eu,us: biz .C'ertificuteSearc /(riteria.do entering the certificate's confirmation number displayed on the certificate. and following the instructions displayed. S_'onfirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance ofa certificate. For more information, visit our Web site, htto://www.sas.stute.co.us/ click .8 sinecs Center and select "Frequently Asked Questions. CERT GS D Revised 08/2012 008 Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees forms /cover sheets are subject to change. To access other information or print copies of filed documents, visit www.sos.state.cO.us and select Business Center. Articles of Organization filed pursuant to 7 -80 -203 and 7 -80 -204 of the Colorado Revised Statutes (C.R.S.) 1. The domestic entity name of the limited liability company is Serene Wellness Fraser LLC (The name of a )United liability company must contain the term or abbreviation "limited liability company"; "ltd liability company "limited liability co.", "ltd. Nubility co. "limited "fix.", llc or "ltd.". See :}7- 40 -601, C.R.S.) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) 2. The principal office address of the limited liability company's initial principal office is 255 Mill Ave Street address Mailing address (icavc blank if same as street address) 'Dame (if an individual) OR Street address ARTORG_LLC -FIred Fraser (Province- if applicable) (Country) Box #331 Empire Colorado Secretary of State Date and Time: 07/0512012 02:39 PM ID Number: 20121369466 %50,()0 Document number: 20121369466 Amount Paid: $50.00 (Cin') (Street number and name or Post Office Box information) un te States (ZIP /Pasta! Code) (Province if applicable) (Country) (City) 3. The registered agent name and registered agent address of the lirnited liability company's initial registered agent are Volpe (Last) (if an entity) (Caution: Do not provide both an individual and an entity nante) 13 East Park Ave (Street number and name) Empire (Cit i'agttiof3 (Street number and name) Daniel (First) ABOVE SPACE FOR OFFICE USE ONLY CO 80442 tlf (S States (ZIP/Postal Code) CO 80438 Frank (Middle) W 80438 (State) (ZIP Cade) Rev. 02/28/2008 Mailing address Box #331 (leave blank if same as street address) (Street number and name or Post Office Box information) (Tlie following statement is adopted hymarking the box.) The person appointed as registered agent has consented to being so appointed. 4. The true name and mailing address &the person forming the limited liability company are Name (if an individual) OR (dam entity) Volpe (Caution: Do not provide both an individual and an entity name.. Box #331 Mailing address 5. The management of the limited liability company is vested in (Mark the applicable box.) fl one or more managers. OR the members. 6. (The following .statement is adopted by marking the box.) Q✓ There is at least one member of the limited liability company. Empire co 80438 (City) (State) (ZIP Code) 7. 9/ ihejoliowing statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. Daniel Frank (Last) (First) (Middle) (Std) (Street number and nine or Post Office Box information) Empire CO 80438 (City) (State) (ZIP /Postal Code) United States (Province ijapplicable) (Country) (If the follawing statement applies. adopt the statement by marking the box and include tin attachment,) The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. 8. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (grille following statement applies, adopt the statement by entering a date and ifapplicahlc, time using the requiredformat.) The delayed effective date and, if applicable, time of this document is /are (mm /ddAy»y /rear: minute am/pm) ARTORG_LLC Page 2 of 3 Rev. 02/28/2008 Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Volpe Daniel Frank Disclaimer: (Last) (First) (Middle) (Suffix) Box #331 (Street number and name or Past Office Box information) Empire CO 80438 (City) (State) (BP/Postal Code) United States (Province rf [applicable) (Country) (!f the following statement applies, adopt the statement by marking the box and include an attachment.) El This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. This form /cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this formfeover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form /cover sheet. Questions should be addressed to the user's legal, business or tax advisors). ARTORG LLC Pagc 3 of 3 Rev. 02/2S/2008 Colorado Commercial Lease Agreement This Commercial Lease Agreement ("Lease is made and effective July,3` 2012, by and between Lucky Fox LimitedCLandiord and Serene Wellness Fraser LLC('Tenant Landlord is the owner of land and improvements commonly known and numbered as 255 Mill Ave Fraser CO, 80442 and legally described as follows (the "Building Small Blue House Landlord makes available for lease a portion of the Property designated as 255a (the "Leased Premises"). Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to lease the Leased Premises from Landlord for the term, at the rental and upon the covenants, conditions and provisions herein set forth. THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed: 1. Term. A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the same from Landlord, for an "Initial Term" beginning August 1, 2012 and ending July 31, 2012 Landlord shall use its best efforts to give Tenant possession as nearly as possible at the beginning of the Lease terrn. ff Landlord is unable to timely provide the Leased Premises, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay. B. Tenant may renew the Lease for one extended term of one year. Tenant shall exercise such renewal option, if at all, by giving written notice to Landlord not less than ninety (90) days prior to the expiration of the Initial Term. The renewal terrn shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as provided in this Lease. 2. Rental. A. Tenant shall pay to Landlord during the Initial Term rental of $10,800 per year, payable in installments of $900 per month. Each installment payment shall be due in advance on the first day of each calendar month during the lease term to Landlord at 13 East Park Ave Empire CO 80438 or Box #331 Empire, CO 80438 or at such other place designated by written notice from Landlord or Tenant. The rental payment amount for any partial calendar months included in the tease term shall be prorated on a daily basis. Tenant shall also pay to Landlord a "Security Deposit" in the amount of $0. B. The rental for any renewal lease term, if created as permitted under this Lease, shall be $11400 per year payable in installments of $950 per month. 3. Use Notwithstanding the forgoing, Tenant shall not use the Leased Premises for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device. 4. Sublease and Assignment. Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenants assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed. 5. Repairs. During the Lease term, Tenant shall make, at Tenant's expense, all necessary repairs to the Leased Premises. Repairs shall include such items as routine repairs of floors, walls, ceilings, and other parts of the Leased Premises damaged or worn through normal occupancy, except for major mechanical systems or the roof, subject to the obligations of the parties otherwise set forth in this Lease. 6. Alterations and Improvements. Tenant, at Tenant's expense, shall have the right following Landlord's consent to remodel, redecorate, and make additions, improvements and replacements of and to alt or any part of the Leased Premises from time to time as Tenant may deem desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. Tenant shall have the right to place and install personal property, trade fixtures, equipment and other temporary instaffations in and upon the Leased Premises, and fasten the same to the premises. All personal property, equipment, machinery, trade fixtures and temporary installations, whether acquired by Tenant at the commencement of the Lease term or placed or installed on the Leased Premises by Tenant thereafter, shall remain Tenant's property free and clear of any claim by Landlord. Tenant shall have the right to remove the some at any time during the term of this Lease provided that all damage to the Leased Premises caused by such removal shalt be repaired by Tenant at Tenant's expense. Initials .)ko( 7. Property Taxes, Landlord shall pay, prior to delinquency, all general real estate taxes and installments of special assessments corning due during the Lease term on the Leased Premises, and all personal property taxes with respect to Landlord's personal property, if any, on the Leased Premises. Tenant shall be responsible for paying all personal property taxes with respect to Tenants personal property at the Leased Premises. B. insurance. A. If the Leased Premises or any other part of the Building is damaged by fire or other casualty resulting from any act or negligence of Tenant or any of Tenant's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance. B. Landlord shall maintain fire and extended coverage insurance on the Building and the Leased Premises in such amounts as Landlord shall deem appropriate. Tenant shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises. C. Tenant and Landlord shall, each at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the respective activities of each in the Building with the premiums thereon fully paid on or before due date, issued by and binding upon some insurance company approved by Landlord, such insurance to afford minimum protection of not less than $1,000,000 combined single limit coverage of bodily injury, property damage or combination thereof. Landlord shall be listed as an additional insured on Tenant's policy or policies of comprehensive general liability insurance, and Tenant shall provide Landlord with current Certificates of Insurance evidencing Tenant's compliance with this Paragraph. Tenant shall obtain the agreement of Tenant's insurers to notify Landlord that a policy is due to expire at least CIO) days prior to such expiration. Landlord shall not be required to maintain insurance against thefts within the Leased Premises or the Building. 9. Utilities, Tenant shalt pay all charges for water, sewer, gas, electricity, telephone and outer services and utilities used by Tenant on the Leased Premises during the term of this Lease unless otherwise expressly agreed in writing by Landlord. In the event that any utility or service provided to the Leased Premises is not separately metered, Landlord shall pay the amount due and separately invoice Tenant for Tenant's pro rata share of the charges. Tenant shalt pay such amounts within fifteen (15) days of invoice. Tenant acknowledges that the Leased Premises are designed to provide standard office use electrical facilities and standard office lighting, Tenant shall not use any equipment or devices that utilizes excessive electrical energy or which may, in Landlord's reasonable opinion, overload the wiring or interfere with electrical services to other tenants. 10. Signs. Following Landlord's consent, Tenant shall have the right to place on the Leased Premises, at locations selected by Tenant, any signs which are permitted by applicable zoning ordinances and private restrictions. Landlord may refuse consent to any proposed signage that is In Landlord's opinion too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to the Leased Premises or use of any other tenant. Landlord shalt assist and cooperate with Tenant in obtaining any necessary permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing signs. Tenant shall repair all damage to the Leased Premises resulting from the removal of signs installed by Tenant. 11. Entry. Landlord shall have the right to enter upon the Leased Premises at reasonable hours to inspect the same, provided Landlord shall not thereby unreasonably interfere with Tenants business on the Leased Premises. 12. Parking. During the teen of this Lease, Tenant shall have the non exclusive use in common with Landlord, other tenants of the Property, their guests and invitees, of the non- reserved common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Landlord. Landlord reserves the right to designate parking areas within the Building or in reasonable proximity thereto, for Tenant and Tenant's agents and employees. Tenant shall provide Landlord with a list of all license numbers for the cars owned by Tenant, its agents and employees. Separated structured parking, if any, located about the Building is reserved for tenants of the Building who rent such parking spaces. Tenant hereby leases from Landtord parking spaces in such structural parking area, such spaces to be on a first come -first served basis. In consideration of the leasing to Tenant of such spaces, Tenant shall pay no additional monthly rental per space throughout the term of the Lease. lnitiats V J 13. Buildtnq Rules. Tenant will comply with the rules of the Building adopted and altered by Landlord from time to time and will cause ail of its agents, employees, invitees and visitors to do so; all changes to such rules will be sent by Landlord to Tenant In wilting. The initial rules for the Building are attached hereto as Exhibit "A" and incorporated herein for all purposes. 14. Damage and Destruction. Subject to Section 8 A. above, if the Leased Premises or any part thereof or any appurtenance thereto is so damaged by fire, casualty or structural defects that the same cannot be used for Tenant's purposes, then Tenant shall have the right within ninety (90) days following damage to elect by notice to Landlord to terminate this Lease as of the date of such damage. In the event of minor damage to any part of the Leased Premises, and if such damage does not render the Leased Premises unusable for Tenant's purposes, Landlord shall promptly repair such damage at the cost of the Landlord. in making the repairs called for in this paragraph, Landlord shall not be liable for any delays resulting from strikes, governmental restrictions inability to obtain necessary materials or labor or other matters which are beyond the reasonable control of Landlord. Tenant shall be relieved from paying rent and other charges during any portion of the Lease term that the Leased Premises are inoperable or unfit for occupancy, or use, in whole or in part, for Tenant's purposes. Rentels and other charges paid in advance for any such periods shall be credited on the next ensuing payments, if any, but if no further payments are to be made, any such advance payments shall be refunded to Tenant. The provisions of this paragraph extend not only to the matters aforesaid, but also to any occurrence which is beyond Tenant's reasonable control and which renders the Leased Premises, or any appurtenance thereto, inoperable or unlit for occupancy or use, in whole or in part, for Tenant's purposes. 15. Default. if default shall at any time be made by Tenant in the payment of rent when due to Landlord as herein provided, and it said default shall continue for fifteen (15) days after written notice thereof shall have been given to Tenant by Landlord, or if default shall he made in any of the other covenants or conditions to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant by Landlord without correction thereof then having been commenced and thereafter diligently prosecuted, Landlord may declare the term of this Lease ended and terminated by giving Tenant written notice of such intention, and if possession of the Leased Premises is not surrendered, Landlord may reenter said premises. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord on account of any Tenant default, either in law or equity. Landlord shall use reasonable efforts to mitigate its damages. 16. Quiet Possession. Landlord covenants and warrants that upon performance by Tenant of its obligations hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Leased Premises during the term of this Lease. 17. Condemnation. If any legally, constituted authority condemns the Building or such part thereof which shall make the Leased Premises unsuitable for leasing, this Lease shall cease when the public authority takes possession, and Landlord and Tenant shall account for rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority. 18. Subordination. Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Leased Premises, or upon the Building and to any renewals, refinancing and extensions thereof, but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Leased Premises of the Building, and Tenant agrees upon demand to execute such further instruments subordinating this Lease or adorning to the holder of any such liens as Landlord may request. In the event that Tenant should fail to execute any instrument of subordination herein require d to be executed by Tenant promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney -in -fact to execute such instrument in Tenant's name, place and stead, it being agreed that such power le one coupled with an interest. Tenant agrees that it will from time to time upon request by Landlord execute and deliver to such persons as Landlord shall request a statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other matters as Landlord shall reasonably require. Initials Dv DV 19. Security Deposit. The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of rental or a measure of Landlord's damages in case of default by Tenant Unless otherwise provided by mandatory nonevaivable law or regulation, Landlord may commingle the Security Deposit with Landlord' s other funds. Landlord may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages of rent or to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, the balance of the Security Deposit remaining after any such application shall be returned by Landlord to Tenant. If Landlord transfers its interest in the Prerrtises during the term of this Lease, Landlord may assign the Security Deposit to the transferee and thereafter shall have no further liability for the return of such Security Deposit, 20. Notice. Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows: Jf to Landlord to: Lucky Fox Limited [Landlord] Box #331 Empire, CO 80438 [Landlord's Address] If to Tenant to: Serene Wellness Fraser LLC [Tenant] 255 Mill Ave Fraser, CO 80442 [Tenant's Address] Landlord and Tenant shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party. 21. Brokers. Tenant represents that Tenant was not shown the Premises by any real estate broker or agent and that Tenant has not otherwise engaged in, any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease. 22. Waiver. No waiver of any default of Landlord or Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, terra or condition. 23. Memorandum of Lease. The parties hereto contemplate that this Lease should not and shall not be filed for record, but in lieu thereof, at the request of either party, Landlord and Tenant shall execute a Memorandum of Lease to be recorded for the purpose of giving record notice of the appropriate provisions of this Lease. 24 Headings. The headings used in this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease. Initials ��t1 V 25. Successors. The provisions of this Lease shall extend to and be binding upon Landlord and Tenant and their respective Legal representatives, successors aril assigns. 26. Consent. Landlord shall not unreasonably withhold or delay its consent with respect to any matter for which Landlord's consent is required or desirable under this Lease. 27. Performance. If there is a default with respect to any of Landlord's covenants, warranties or representations under this Lease, and if the default continues more than fifteen (15) days after notice in writing from Tenant to Landlord specifying the default, Tenant may, at its option and without affecting any other remedy hereunder, cure such default and deduct the cost thereof from the next accruing installment or installments of rent payable hereunder until Tenant shell have been fully reimbursed for such expenditures, together with interest thereon at a rate equal lo the lesser of twelve percent (12%) per annum or the then highest lawful rate. If this Lease terminates prior to Tenant's receiving full reimbursement, Landlord shall pay the unreimbursed balance plus accrued interest to Tenant on demand. 28. Compliance with Law. Tenant shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to Tenant's use of the Leased Premises. Landlord shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises. 29. Final .Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. 30. Governing Law. This Agreement shall be govemed, construed and interpreted by, through and under the Laws of the State of Colorado. IN WITNESS WHEfjSk]F the parties have executed this Lease as of the day and year first above written. r enant] Sign tire Block OPERATING AGREEMENT OF SINGLE MEMBER Serene Wellness Fraser, LLC A COLORADO LIMITED LIABILITY COMPANY July 6, 2012 THIS OPERATING AGREEMENT of Single Member Serene Wellness Fraser, LLC, a Colorado limited liability company (the "Company is made as of July 6, 2012 by and between the Company and Daniel Frank Volpe (the "Member ARTICLE I. FORMATION On July 5, 2012, Daniel Frank Volpe caused the organization of the Company by filing the Articles of Organization with the Colorado Secretary of State. ARTICLE IL PURPOSES AND POWERS 2.1 Purposes. The purposes of the Company are to hold, manage, lease, and operate equipment and machinery and to undertake activities related thereto, and to pursue any other lawful purpose for which a limited liability company may be organized under Colorado law. 2.2 Powers. The Company shall have all of the powers ofa limited liability company set forth in the Colorado Limited Liability Company Act, as amended (the "Colorado Act 2.3 Duration. The Company shall continue until it is dissolved, liquidated and terminated pursuant to Article IX. ARTICLE III. OFFICES 3.1 Principal Office. The principal office of the Company shall initially be at 255 Mill Ave Fraser,CO, 80442 but the Manager, in his discretion, may cause the Company to keep and maintain offices wherever the business of the Company may require. 3.2 Registered. Agent and Office. The Company shall continuously maintain in the State of Colorado a registered office and a registered agent whose business office is identical with the registered office. The initial registered office is at 13 East Park Ave Empire, CO 80438, and the initial registered agent at that address is Daniel Frank Volpe, both as specified in the Articles of Organization. The Company may change its registered office, its registered agent, or both, upon filing a statement with the Colorado Secretary of State. ARTICLE IV. MEMBER 4.1 Sole Member. Daniel Frank Volpe, is the only Member of the Company. 4.2 Capital Contributions. The Member has contributed to the Company the assets as reflected on the books of the Company and has obtained the Membership Interest described on Exhibit "A" hereto. The Member may contribute additional cash or other assets to the Company as the Member and the Company may agree. No person shall have the right to enforce any obligation of the Member to contribute capital to the Company. 4.3 Limited Liability of Member. As provided in the Colorado Act, the Member (or any Manager) shall not be obligated personally under a judgment, decree or order of court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company. 4.4 Meetings of Member. Meetings of the Member may be held at such place, either within or without the State of Colorado, as may be determined by the Manager or the Member. There need not be annual meetings. 4.5 Action of Member without a Meeting. Action required or permitted to be taken at a Member meeting may be taken without a meeting if the action is evidenced by a written consent describing the action taken, signed by the Member. Action so taken shall be effective as of the date of the signature of the Member thereon unless the consent specifies a different effective date in which case the action shall be effective as of the different effective date. 4.6 Transferability of Interest. The Member's interest in the Company is transferable either voluntarily or by operation of law, provided such transfer is accomplished in accordance with federal and applicable state securities laws. The Member may dispose of all or a portion of the Member's interest. (a) Notwithstanding any provision of the Colorado Act to the contrary, upon any disposition of all (but not less than all) of the Member's interest, the transferee shall be admitted as a Member upon completion of the transfer without further action. By accepting such transfer, the transferee shall be deemed to have accepted the provisions of this Agreement, Upon the transfer of the Member's entire interest (other than a transfer by way of pledge or security interest) the Member shall cease to be a Member and shall have no further rights or obligations under this Agreement. (b) Upon the transfer of less than all of the Member's interest, the transferee may be admitted as a new Member only with the approval of the Manager. A new Member shall be required to consent in writing to the provisions of this Agreement, as modified to reflect the admission of the new Member. ARTICLE V. TAX MATTERS Pursuant to the relations under as amended, but only for the u 77131 of the Internal Revenue Code of 1986, and en l income tax p rposes of U.S. federal income and all applicable state from the Member, x h t t es, the income, Company sha be disre taxable to the gain, Ivss ox gtiiiy 5eF$rate Member. deduca of the Company shall be AR VI. DISTRIBUTIONS A Manager may, from time to time the Member in amounts that the M cause the Company to make distributions to reasonably expected to be needed for normal operating expenses of and payment of Company obligations, or for establishing reasonable ruse are not expenses and obligations. the Company, for ryes for such ARTICLE VII MANAGEMENT 7.1 Marra a errs b Marta er. the Compan chap be vested in one or The more management of the business and th e C Volpe. Arty action e ve r wire Managers.The initial Manager fte affairs of is Daniel Manager, d or permitted to be taken by the Managers M aer g r a d allrcerIntheMen�e 'The g may be Manager" shall refer to any Y taken by a single as not appointed a Manager, Member Me mber The will be Manager does not 7.2 Duties, g the mber be the Manager. manner he or she believes ha ilea best raters or her duties in good faith, in a as an ordinary prudent person in a like esfs of the Company, and with such care A Manager who so performs his or her duties hall nl liability ot have any it b being or having been a Manager stances. tY by reason of 7.3 T e A Manager shall hold office until he or she resigns, die s bankrupt or incompetent, or is removed by the Member. Any vacancies office of Manager and any position to be filled by shall be filled by a majority of the M Y an increase in the number occurring in the A Manager may be removed at an anagers then in office or 8 y time, with or without cause b the Member, 7.4 Tr bans B y the Member orn Between the Company to contract and dea with an and Massa e r or r any The Manager may cause with a Manager, provided such contracts and dealings are on terms comparable a e t a competitive with those available to the Company from arm's length parties or are approved by the Member in writing, parable tv and M ernent Fee and Rai ib um salary far managin too u ants. The Manager shall not be entitled to any fee or shall be r reimbursed aagin by the on for Company unless approved by t Y any reasonable out -of- pocket expenses incurr d on behalf of the Compan p 7.6 Exculpation. Any act or failure to act, if done in good faith to promote the best interests of the Company, shall not subject the Manager to any liability. The Company shall indemnify the Manager for all costs, losses, liabilities and damages paid by the Manager in connection with the Company's business, to the fullest extent provided or allowed by Colorado law, but only out of and to the extent of the assets of the Company. In no event shall the Company or the Member be liable to a third party as a result of any indemnification, 7.7 Elimination of Fiduciary Duties. The Manager shall have no fiduciary duties to the Company or to the Member other than the contractual obligation of good faith and fair dealing.The Manager may compete with the business of the Company, is not required to refrain from dealing with the Company in the conduct or winding up of the Company's business as or on behalf of a party having an interest adverse to the Company, and is not obligated to account to the Company and hold as trustee any property, profit, or benefit derived by the Manager in the conduct or winding up ofthe Company's business or derived from the use by the Manager of property of the Company, including (without limitation) an appropriation of an opportunity of the Company. 7.8 Officers. The Manager, or if none, the Member, may appoint such officers as are appropriate or necessary. Officers so appointed shall have the authority delegated to them by the person appointing such person as an officer. ARTICLE VIII. ADMINISTRATION 8.1 Books and Records. The Manager shall keep or cause to be kept (a) true and complete information regarding the status of the business and financial condition of the Company; (b) a copy of this Agreement and the Articles of Organization and all amendments thereto; (c) copies of the Company's tax returns and reports, if any; and (d) any other information regarding the affairs of the Company as may be determined to be necessary by the Manager. 8.2 Financial Statements. The Manager shall prepare or cause to be prepared financial statements as may be necessary for the purposes of the Company or the Member. 8.3 Bank Accounts. The Manager shall arrange for the Company to maintain bank accounts in such banks or institutions as the Manager from time to time shall select, and such accounts shall be drawn upon by checks signed by such person or persons, and in such manner, as may be designated by the Manager, subject to any restrictions or conditions established by the Manager or the Member. All monies ofthe Company shall be deposited in the bank account or accounts of the Company, and shall not be commingled with monies of the Member. 8.4 Fiscal Year. The fiscal year ofthe Company shall be the calendar year. ARTICLE LX. DISSOLUTION, LIQUIDATION AND TERMINATION 9.1 Events of Dissolution. The Company shall be dissolved and its affairs wound up pursuant to this Agreement upon the first to occur of the following events "Events of Dissolution a. the written consent of the Member to dissolution; b. the sale or other disposition of substantially all of the assets of the Company (excluding a mortgage, pledge or encumbrance of such assets); c. the entry of a decree ofjudicial dissolution under the Colorado Act; or d. there being no Members unless, within 91 days after the termination of the membership of the last Member, the Assignees holding at least a Majority Interest in the Company have admitted at least one person as a Member. No other event shall constitute an Event of Dissolution. 9.2 Liquidation. Upon the occurrence of an Event of Dissolution, the Company's affairs shall be wound up by the Manager, or by such other person or persons required by law to wind up the Company's affairs. 9.2.1 The assets and properties of the Company shall be disposed of, and receivables collected, all in an orderly and businesslike manner. 9.2.2 The assets of the Company, including the proceeds of liquidation, shall be applied and distributed in the following order of priority: a. to creditors, including the Member if a creditor, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member pursuant to this Agreement; and b. to the Member. 9.3 Provisions for Contingencies. The Company shall make reasonable provision to pay all claims and obligations, including all contingent, conditional or =matured claims and obligations, known to the Company and all claims and obligations which are known to the Company but for which the identity of the claimant is unknown. if there are sufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available. Any liquidating trustee (including the Manager acting as liquidating trustee) winding up the Company's affairs who has complied with this Agreement shall not be personally liable to the claimants of the dissolved Company by reason of such person's actions in winding up the Company. 9.4 Termination. Upon completion of the winding up of the Company, the Manager or such other person or persons required by law to wind up the Company's affairs shall file articles of dissolution with the Colorado Secretary of State and take such other actions as may be necessary to terminate the Company. ARTICLE X. DEATH, INCOMPETENCY, OR BANKRUPTCY OF THE MEMBER 10.1 No Dissolution. Neither the death, incompetency, or bankruptcy of the Member will cause the dissolution of the Company. if the Company has no Members because of the death, incompetency, bankruptcy, or withdrawal of the sole Member, the legal representative or successor of the Member may exercise all of the powers of an assignee or transferee of a Member,and if there are no Members, may (by vote of a Majority of the outstanding interests) admit one or more Assignees as Members. 10.2 Death. The Member may dispose of his/her interest in the Company by will or the laws of descent and distribution. The Member's estate shall be immediately substituted as the sole Member of the Company upon the Member's death. The personal representative named by will or appointed by court will have all authority to act on behalf of the Member's estate. 10.3 Member Designation. A Member may designate, in writing, a beneficiary to receive such Member's interest in the Company upon such Member's death. The written designation shall be fully revocable by the Member and may be changed by subsequent writings from time -to -time, in the sole discretion of the Member. Any beneficiary so designated shall be subject to all the terms of this Agreement and shall receive the Member's interest in the Company subject to any purchase option, any buysell agreement, or any other agreement potentially affecting such interest. Such beneficiary shall be admitted as a Member automatically upon the beneficiary accepting this Agreement in writing, without any further action of the Manager. 10.4 Incompetency. If the Member is adjudged incompetent by any court with jurisdiction over the matter, which judgment is not being appealed, the Member shall retain his/her interest in the Company, but the court appointed guardian, custodian, or trustee will have all authority to act on behalf of the Member. 10.5 Bankruptcy. If the Member files a petition under the United States Bankruptcy Code, if creditors file a petition against such Member which the Member chooses not to contest in accordance with the Bankruptcy Code (or if contested, the court finds for the creditors), or if a receiver is appointed for the Member's assets, the Member shall retain his/her interest in the Company, but the trustee or receiver appointed by the court will have all authority to act on behalf of the Member. ARTICLE XL MISCELLANEOUS 12. Notices, Any notice which may be given in connection with the business of the Company or which is provided for in this Agreement shall be given in writing and may be delivered personally or by facsimile transmission or mail_ 12.2 Amendment and Waiver. No change, modification, waiver or amendment to this Agreement shall be valid unless the same is in writing and signed by the Member and the Company. 12.3 Admission of Additional Member. If not amended prior thereto by the sole Member, this Agreement shall be automatically amended upon the admission of an additional Member or holder of an economic interest in the Company to conform Article V (Tax Matters) to be consistent with the requirements of subchapter K of the Internal Revenue Code of 1986, as amended. 12.4 Governing Law. This Agreement shall be governed by the laws of the State of Colorado. The parties hereto have executed this Operating Agreement as of the date first set forth above. COMPANY: Single Member Serene Wellness Fraser, LLC, a Colorado limited liabili By: Its So e Member: Daniel Frank ,o pe EXHIBIT A Capital Contributions As of July 6, 2012 This Exhibit shall be amended from time -to -time to reflect the issuance, transfer, or repurchase of Units. Capital contributions will be reflected on the books of the Company. Member's Name Daniel Frank Volpe Address: Em ire, CO 80438 Social Security Membership Interest Units) :100 Percentage Interest :100% Economic Interest Holder wha is not a Member :None Signature: OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE I, Scott Gesslcr, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, Serene Wellness Fraser LLC is a Limited Liability Company formed or registered on 07/05/2012 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20121369466. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 07/05/2012 that have been posted, and by documents delivered to this office electronically through 07/07/2012 19:34 :15_ 1 have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 07/07/2012 19:34 :15 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 8286750. Secretary of State of the State of Colorado kr*** s *s**+ End of Certifie t r *«#r s *arrsa *t lot It* Notice: A ccrti can i sited al Moll r. nlorada erretary of Stale ',s We site is fullv and immediately valid and effective. However. as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Certificate Confirmation Page of the Secretary of States Web site. hop. ay .sot state. com chi vC'erlificrrmSrur<hCriteriu.da entering the certificate's confirmation nwnher displayed on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely national and LT not necessary to the valid and effective issuance ofa serrkare. For mare infarmntian. visit our Web site, hot+:ii r5'w..sys..stati:.co. 9s! stick Business Center and select "Prcquently Asked Questions." CERT GS D tieriscd nlYZ0ONtlt3 Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees forms /cover sheets are subject to change. To access other information or print copies of filed documents, visit www.sos.statc.co.us and select Business Center. Articles of Organization filed pursuant 7 8Q 203 and 7 204 of the Colorado Revised Statutes (C.R.S.) 1. The domestic entity name of the limited liability company is Serene Wellness Fraser LLC (The name of a limited liability crnnpany moat contain the term or abbreviation 'limited liability company "ltd liability company", "limited flabillry co. "ltd. liahiligy ca. i ited "tic". "tiv or "Jtd. See §7 -YO -601, C R.S.) (Caution: The use of certain terms or abbreviations are resiricied by tare. Read instructions for more information) 2. The principal office address of the Limited liability company's initial principal office is Street address 255 Mill Ave Mailing address (leave blank if same as street address) Name (if an individual) OR Street address AR1ORG_LLC Fraser Box #331 Volpe Colorado Secretary of State Date and Time: 07/0512012 02:39 PM ID Number: 20121.369466 $50.00 Document number: 20121369466 Amount Paid: $50.00 (City) (Province if apptivolde) (Street number and name) CO 80442 (slate (ZJP /Postal Code) United States (Country) (Street mrmber and nacre or Past Office Box information) Empire CO 80438 ABOVE SPACE FOR OFFSCE USE ONI-Y (Ci (State) (ZiP/Postat (rile) United States (Country) (Province if applYcabte) 3. The registered agent name and registered agent address of the limited liability company's initial registered agent are (Last) Daniel (First) (if an entity) (Cauution: Do not provide both an individual and an entity name.) 13 East Park Ave (Street number and name) Frank (Middle) aura) Empire co 80438 (Ctry) (State) (Code) Page 1 of3 Rev. 0212B!2008 Mailing address Box #331 (leave blank if same as street address) (Street nusnher and name or Past Office Box information) /re foilawipg statement is adopted by markbrg the box,) The person appointed as registered agent has consented to being so appointed. 4, The true name and mailing address of the person forming the limited liability company are Namc (if an individual) OR (if an entity) (Caution: Do not provide both an individual and an entity name.) Box #331 Mailing address Volpe (City) (State) fVTP/Posta1 Code) United States (Province if applicable) (Coastal) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. 5. The management of the limited liability company is vested in (Mark the applicable bat.) one or more managers. OR 6. (The fallowing statement is adopted by marking the bar.) the members. There is at least one member of the limited liability company. Empire CO 80438 (CNv} (state) (ZIP Code) (SYrYrcet number and name or Past Office Box information) Empire CO 80438 7. (lf the follnwit{g statement applies, adopt the statement by marking the hoxx and Prelude an attachment.) This document contains additional information as provided by law. Daniel Frank (Lad) (First) (Middle) (Suffix) 8. (Caution: Leave blank if the document does not have a delayed effective date. Staling a delayed effective date has significant Iegal consequences. Read instructions before entering a date.) al the fallowing statement applies, adopt the statement by entering a dale and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document isdare (nun/dd/vyyw /sour, minntc amlpml ARTORG_LLC Page 2 of 3 Rev. 02/2812008 Notice: Causing this document to be delivered to the Secretary of State for ding shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Volpe Daniel Frank (Last) (First) (Middle) (Su/f1x) BOX #331 (Street number and name or Patt Mice Box information) Empire CO 80438 (Cri (Province if applicable) (Stale) PP/Postal Code United states (Country) (lf thefollowing statement applies, adopt the statement hp narking the box and include an attachment) El This document contains the true naI1 a and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as ofits revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form /cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s). ALi.TORG LLC Page 3 of 3 Rev. 02/282008 TOWN OF FRASER MEDICAL MARIJUANALICENSING AUTHORITY Follow-up findings and report for application of a Medical Marijuana CenterLicense. Owner Name and Address: Serene Wellness Fraser, LLC.,P.O. Box 331 Empire, CO 80438 Establishment Name and Address: Serene Wellness, 255 Mill Avenue, Fraser, CO 80442 TO THE ABOVE APPLICANT AND OTHER INTERESTED PARTIES; Pursuant to Colorado Revised Statutes, 12-43.3-303, the applicant is hereby advised that with regard to the application for a Medical Marijuana CenterLicense, an investigation has been made, and based on the results thereof, the following has been determined: 1.That the application was filed on July 2, 2012in the Town Clerk’soffice and a public hearing has been scheduled for Wednesday September 5, 2012.In accordance with C.R.S. 12-43.3-302(1)the Town must hold the application for not less than 30 days; this hearing date represents 65days. 2.This location will be a new Medical Marijuana Centerlicenseas opposed to a transfer of an existing licensedueto the fact no existing license is in force. 3.That the Notice of Public Hearing on this matter was posted on the premises on Thursday, August23, 2012at least 10 days prior to the hearing, and that the publication of the hearing was published in a newspaper of general circulation on August 16, 2012at least 10 days prior to the Public Hearing. 4.There has not been a denial of an application at the same location by either the state or local licensing authority within the two years proceeding the date of theapplication due to the nature of the use or other concern related to the location. 5.It appearsfrom the evidence submitted that the applicant will be entitled to possession of the premises where the license is proposed to be exercised. 6.It is confirmed that the sale of medical marijuana on the premises is not a violation of the applicable zoningor other regulations of the Town of Fraser. 7.The proposed location to be licensed does not appear to be within one thousand feet of any educational institution or school, either public or private, within five hundred feet of any existing Medical Marijuana Business, whether such business is located within or outside of the Town, or within two hundred feet of any existing licensed child care facility. 8.There are no otherlicensed medical marijuana centers, optional premises cultivation operations, or medical marijuana-infused products manufacturers located in or near the premises under consideration. 9.That Fraser/Winter ParkPolice Chief Trainor hasconducteda background investigation on Daniel F. Volpe, the owner of Serene Wellness, Fraser, LLC. He has found no information that would indicate the license should not be approved, subject to final approval pending receipt of CBI/FBI reports. The public hearing on this application will be held on Wednesday, September 5, 2012at 7:00p.m.in the Fraser Town Hall,153 Fraser Avenue, FraserCO. At said hearing, the applicant shall have an opportunity to be heard regarding all matters related to this application, including all matters set forth herein. The applicant is advised and encouraged to read a copy of the State of Colorado Medical Marijuana Code and Regulations. Town of Fraser Medical MarijuanaLicensing Authority BY: Fraser Town Clerk ______________Dated this 20thday of August, 2012. Lu Berger From:Glen Trainor To:Lu Berger Subject:Daniel Volpe/Serene Wellness Date:Thursday, August 30, 2012 11:15:52 AM Dear Lu, The Fraser/Winter Park Police Department has reviewed the application and conducted a local records check for a Medical Marijuana Dispensary for the above Individual/company. Additionally, I personally met with Mr. Volpe on 08/28/12. Mr. Volpe has met legal requirements from the State of Colorado and the Town of Fraser in order to obtain a license at the stated location. This letter is, of course conditional on Mr. Volpe complying with all legal requirements of the facility itself. Sincerely, Glen Trainor, Chief of Police PROOF OF PUBLICATION MIDDLE PARK TIMES Sandberg,dosolemnlythatthe I,MattI swearam publishertheMiddleParkTimes,thattheisweekly of samea printed,inwholein-part,andpublishedin newspaperor theGrand,Colorado,andhasgeneral CountyofStateof a circulationtherein;thatsaidhasbeenpublished newspaper continuouslyandinterruptedlyinsaidGrand Countyof theMarchamendmentthereof,and ofof3,1879, act orany meaningthelawstheColorado. ofofStateof 3 theperiod forof newspaper datedandthatthelastpublicationsaid 8/16/2012of newspaper noticedatedintheissuesaid 8/30/2012of wasnewspaper. 08/29/2012 . _______________________________________ Matt Sandberg Publisher Subscribedandbeforepublicinand for tonotary swornme,a theEagle,Coloradothisday CountyofStateof08/29/2012 . _______________________________________ Pamela J. Schultz, Notary Public November 1, 2015 (the application located at due et seq.; and enters 1.There not been an evidence that it is or will be entitled to possession of the 2. is proposed to be exercised. 3.the Town 4. AND Peggy Smith, Mayor ATTEST: CERTIFICATE OF SERVICE postage 255 MILL AVENUE, FRASER, COLORADO (the application located at 255 Mill Avenue, Fraser, Colorado due , and the provisions of Chapter 6, Article 5 of theFraser Municipal et seq Codeand ; enters There not been an 1. evidence that it is or will be entitled to possession of 2. is proposed to be exercised. the the 3. premises is not located within any 4. and the Fraser Municipal Code for the issuance of a medical marijuana center license have been satisfied or will be satisfied when such license is issued. located at 255 Mill Avenue, Fraser, Colorado th AND Peggy Smith, Mayor ATTEST: CERTIFICATE OF SERVICE postage -2-  /GOQTCPFWO  To: Mayor Smith and Board of Trustees From: Allen Nordin, Director of Public Works Date: August 22, 2012 Subject: Request for Expenditures 2012 Water Fund Board of Trustees: In 2008 the Town purchased a used 1976 Onan 230kW backup power generator with minimal hours of run time for $3,500 setting the stage for our Controls and Instrumentation efforts of providing reliability and redundancies throughout our water systems. It was anticipated that it would be a cost effective approach to start with a repurposed generator, provide construction services in-house for items such as the concrete pad and building construction with heat and lighting, purchasing a custom built fuel tank and contracting out the electrical portion to a licensed contractor. Then, along came the American Recovery and Reinvestment Act (ARRA) of 2009 when we applied for, and received $652,000 in grant money specifically related to water system improvements which included the purchase and installation of two new permanently mounted power generators (Town Hall & Green Zone Booster Station) and one trailer mounted (mobile) generator for running the production wells. In that grant we also applied for funding a genset at both the Blue Zone (BZ) and Yellow Zone (YZ) Water Treatment Plants (WTP); however, we were denied the funds by the State for those two projects. The repurposed 230 kW generator was intended to be installed at the YZWTP in the Fraser-Maryvale water system. I believe we are at that point in time where it makes sense to complete the loop of our emergency power goal of providing reliability of services by purchasing and installing these final two units at our water treatment facilities, the true systems. 1. Blue Zone WTP Backup Generator Project: Request for the approval of a $60,000.00 expenditure. In a continuing effort to achieve our goal of providing redundancies and reliability throughout our water systems this project consists of a 150kW backup power generator (genset) and automatic transfer switch (ATS) at the Blue Zone WTP. The engineers cost estimate for this project is anticipated to be around $55k - $60,000; however the actual cost is unknown until such time that we receive the results of the public bidding process. The Town would procure the genset and ATS through separate Request for Proposal (RFP) to avoid paying markup costs as these items are the bulk of the project cost. The balance of the work such as the concrete mounting pad, installation of the conduits, install of the genset and ATS, start up and testing will be put out for public bid. This Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com generator application is consistent with other backup gensets that we currently utilize throughout our water systems. This project closes a weak link in our ability to deliver a reliable and safe drinking water supply to our customers during long term power outages, long term being defined as 72-hours or longer. Browns Hill Engineering & Controls will provide the design work, one-line electrical drawings and the specifications for use in the bid packets. Delivery of genset unit, once ordered, is upwards of 16 weeks. 2. Yellow Zone WTP Backup Generator Project: Request for the approval of a $60,000.00 expenditure. (The same scope of work applies for this project as the above Blue Zone project) This spring, in preparation for deployment of this genset, Rocky Mt. Power Generation performed a thorough pre-start up inspection and a soft/hard start-up on this unit. Following the inspection and startup they placed a 5 hour load bank test on the unit and it performed within specifications. After some extensive research and discussions with our controls and power generation consultants there were several items identified as needing replaced and/or rebuilt which seemed reasonable given that this unit has sat idle for over 4 years since we purchased it. With the genset needing upwards of $3,000 in repairs to the radiator, other items needing to be purchased to make this unit operational include but are not limited to constructing a fuel tank, vibration isolators, batteries, battery charger, and a water jacket heater resulting in expenses over $11,600 while leaving room for additional expenses for other hidden repairs. In addition to those items a building ($18,000 $25,000) or a sound attenuated outdoor enclosure ($16,000) will be needed to make this unit deployable bumping expenses totaling over $33,600. It is now clear that the ala carte approach of deploying this genset does not seem to be cost effective; therefore it is my recommendation that this project be put to bid for the purchase of a new ($38,500) and more appropriately sized 150kW generator unit and ATS (est. $55k $60,000) for a turn-key product. Our generator provider suggested that we should be able to recoup our purchase price of $3,500 for the used 230 kW genset relatively easily and they suggested that we may even be able to achieve $4,000 to $4,500. It will be my intention to put the genset up for sale or sealed bid with an asking price starting at $4,500. 3. Well No. 7 (Blue Zone) Radio Transmitting Unit Project: Request for the approval of a $12,000.00 expenditure. Providing automated controls and instrumentation (SCADA) throughout our water systems has been one of goals for many years now and we continue to enhance our controls systems with these improvements. This project proposes to add a radio transmitting unit (RTU) to the production Well No. 7 site. This project finalizes automated controls for all of the Towns production water wells (with the exception of #8). These controls are compatible with the type we currently utilize throughout our water systems. Browns Hill Engineering & Controls would be providing the design, equipment and installation. Motion: authorizing budgeted expenditures not-to-exceed $140,000 from the Water fund as outlined above in this memo and authorizing the town manager to enter into contracts based on the results of the public bids. 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.2012-09-02 A RESOLUTION AUTHORIZING EXPENDITURES FOR WATER SYSTEM IMPROVEMENT PROJECTS AND AUTHORIZING THE TOWN MANAGER TO ENTER INTO CONTRACTS FOR THE WORK. BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: 1.The Town Board of Fraser, Colorado herebyauthorizes expenditures not to exceed $140,000 for water system improvementprojects as outlined by the Public Works Director’s supplemental briefing dated August 22, 2012 and authorizes the Town Manager to enter into contractsfor the work. 2.All documents must be executed and work completed within fiscal year 2012or this approval shall no longer be effective. th DULY MOVED, SECONDED AND ADOPTED THIS 5 DAY OFSEPTEMBER, 2012. Votes in favor: ___BOARD TRUSTEES OF THE Votes opposed: ___TOWN OF FRASER, COLORADO Absent:___ Abstained: ___BY: Mayor ATTEST: (S E A L) Town Clerk ;LIVI[SYPH]SYKS XSKIXE[E]JVSQMXEPP MJ]SY[IVIXLIPIEHIVSJXLIJVII[SVPH# *6%7)6'3036%(3   XLIYRMUYIPERHWGETIFYMPHMRKWERHEVXMJEGXWSJETVIWMHIRXMEPVIXVIEXWEZSVIH 4VIWIVZI F]ERI\XVESVHMREV]%QIVMGERTYFPMGWIVZERX  LMWXSVMGEPORS[PIHKISJ)MWIRLS[IV¬W©;IWXIVR;LMXI,SYWIªWTIGMEPWXSVMIW 7LEVI SJXMQIXLEXXLI4VIWMHIRXJEQMP]JVMIRHWEWWSGMEXIWWTIRXXLIVIXSKIXLIV ZMWMXSVWXSPIEVRQSVIXLVSYKLIRKEKMRKIHYGEXMSREPTVSKVEQWI\LMFMXW -RWTMVI VIWIEVGLERHMRXIVEGXMZIXIGLRSPSK]  %2-11-2)288,6)%883%46-')0)77 %40%')836)78%2(6)0%< '90896%0,)6-8%+)7-8) %78,39+,,);)6)%2%:)6%+)'-8->)2   )MWIRLS[IV¬WGSRRIGXMSRXS&]IVW4IEO6ERGL &IX[IIRERH4VIWMHIRX([MKLX( HIZIPSTIHXLVSYKL%OWIP2MIPWIREJVMIRHSJ )MWIRLS[IVTIVMSHMGEPP]ZMWMXIH&]IVW4IEO LMW[MJI1EQMI¬WJEQMP]MR(IRZIV%OWIP 6ERGLRIEV*VEWIV'SPSVEHS-RXLMWMH]PPMG 2MIPWIRERH'EVP2SVKVIRS[RIHXLIVERGL QSYRXEMRZEPPI]©-OIªJSYRHEZMXEPVIWTMXI 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%WWIWWQIRX4VSKVEQEJXIVXLI)MWIRLS[IV;IWXIVR ;LMXI,SYWI,IVMXEKI'IRXIVLEWFIIRMRSTIVEXMSR JSVQSVIXLERX[S]IEVW%GGVIHMXEXMSRJVSQXLI %QIVMGER%WWSGMEXMSRSJ1YWIYQW[MPPFITYVWYIH YTSRXLIGSQTPIXMSRSJWIZIR]IEVWSJWYGGIWWJYP STIVEXMSRW  ,-7836-'*6%7)6 4%+)SJ      *36136)-2*361%8-32%2(  83(-7'977'300%&36%8-32 (%:)0-:)0= %2('3286-&98-327  40)%7)'328%'8 (EZI$LMWXSVMGJVEWIVSVK ,-7836-'*6%7)6  August 15, 2012 Town of Fraser Board of Trustees Re: Eisenhower Western White House Heritage Center Dear Trustees; Historic Fraser, a 501 (c)(3) non profit, is committed to opening the Eisenhower Western White House Heritage Center. We have contracted with a professional fundraising firm, the Mason Group, and they are in the process of performing a feasibility study for the project. The feasibility study, at a cost of $15,000, will be completed November this year. We have begun to raise awareness and funds for the completion of this study. Members of the public have started to give small donations or made commitments to donations within the next 30 days. 100% of the Board of Directors has made a commitment of funds totaling over $5000 for the combination of the study and initial "seed" money for incidental initial expenses such as filing our IRS non profit application, and printing of the promotional case statement etc. Historic Fraser is requesting a donation from the Town of Fraser in the amount of $3000 to be used toward the feasibility study ($2000) and initial seed money ($1000). Thank you for your consideration. Dave Lively President Historic Fraser, Inc. P.O. Box 205 Fraser, CO 80442 -0205 970 531 -1211 www.historicfraser.org Letter of Agreement between the following parties: Joan L. Mason, CFRE President of the Mason Group LLC and Historic Fraser Inc. Dave Lively, President Phase One Design/Development Stage This phase will include the design of: Development Plan including–the timeline of the Development Plan will include researching all the development functions included with a timeline and the specific amounts neededto raise in this plan. Development of a comprehensive Capital Campaign Planwith a goal to meet matching gifts totaling $6,000,000.00 (Six Million). Provide research on foundations, individuals and corporationsto generate funding for the Capital Campaign complete with requests to be sent out to the appropriate Colorado–based funders for testing the viability of funding the properties, buildings and start up expenses. There will also be the development of a series of national funders outside the state of Colorado that would be appropriate for funding requests. Development of recommendations fora Capital Campaign Committeethat will drive this campaign. Development of a set of recommendations forthe necessary policies and procedures such as a Gift Acceptance Policy, and other policies as needed. Development of recommendationsfor Donor Based Management including enabling the project leader to have access to prospect research for major donors. Development of an Annual Reportto show the founding of Historic Fraser, who the client base will be and where Historic Fraser will be going in the near future. Application assistance for the project to be included in the 2012 and future Colorado Gives Day in conjunction with the Community First Foundation. These products will be put into place over the 4 to 5 months. Phase Two –Ongoing Development Stage This will include the following and more: Manage returns from donorsand calls and responses to their questions. Produce Tax receipts, thank you letters, thank you phone calls, putting into place the gift acceptance policies, development of communiqués to the Board of Directors about the progress of the capital appeals and the Annual Fund. Follow up meetingswith the Capital Campaign Committee. Payment Plan for the Eisenhower Western White House Project. Four payments will be made. Payment #1 for $2,500 for the start up of Phase One. Payment #2 for $2,500 will follow within 30 days. Payment #3 for $5000 will be billed and paid after approximately one half of the project study is completed. Payment #4 for $5,000 will be billed and paid upon completion of the project study. This agreement is signed by: ____________________________________________ Joan L. Mason, CFRE, CEO of the Mason Group LLCDate ________________________________July 9, 2012 DaveLively, President, Historic Fraser Inc.Date HISTORIC FRASER MISSION STATEMENT Historic Fraser presents and celebrates President Dwight D. Eisenhower’s Western White House in Fraser, Colorado through its programs, collections, library, and the preservation of historic sites and structures. Request for Proposals September 2012 Purpose: The Town of Fraser is seeking proposals from qualified firms to develop a comprehensive Parks, Trails and Open Space Master Plan that will: 1. Identify potential park-related land uses for a .75 acre Town-owned parcel of land located in a highly visible central location along US Highway 40; 2. Provide a site analysis and design for this .75 acre parcel; 3. Examine all Town-owned park and open space properties and provide opportunities to physically and visually connect these underutilized community assets; 4. Improve parking and pedestrian access to all Town-owned properties; 5. Identify additional parks, trails and open space amenities to increase use of Town- owned property. Background: Fraser is a small mountain community centrally located within the Fraser Valley in Grand County, approximately 70 miles northwest of Denver. The Town of Fraser encompasses approximately 2,300 acres and is home to 1,200 year-round residents. The physical setting of Fraser is divided by the railroad, the Fraser River and US Highway 40. Berthoud Pass serves as the gateway into the Fraser Valley from the Front Range. The Town of Winter Park and the Winter Park Ski Resort are close neighbors and partners with the Town of Fraser. About 5 years ago, the Town purchased a .75 acre parcel located in the middle of the Business District in Fraser. In 2007, a design study was conducted that provided a mixed-use re- development for the site. The goal is to establish a memorable sense of place and perhaps a central park instead of development would provide a focus for Fraser and a gathering place for residents and visitors. In addition, there are a lot of great natural, physical and community assets located in and around Fraser that are not connected by consistent and safe pedestrian connections and are thus underutilized. The Town is seeking input to promote and develop our parks, trails and open space assets within Fraser, recognizing that open space and recreation are important quality of life features. We desire to have a more comprehensive approach to locating, coordinating, designing, constructing and maintaining these assets for residents and visitors to the Fraser area. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com  Scope of Work: Parks, Trails and Open The qualified firm would be retained to develop and implement a Space Master Plan , with the following overall work tasks: 1. Conduct an assessment of current Town-owned parks, trails and open space properties. Identify opportunities and deficiencies for each property. 2. Provide a site analysis and design for the .75 acre Town-owned parcel. Include a Statement of Probable Cost for the implementation of the park design. 3. Develop an inventory of all Town-owned open space properties and provide opportunities to physically and visually connect these underutilized community assets. 4. Improve parking and pedestrian access to all Town-owned properties. 5. Identify additional parks, trails and open space amenities. 6. Identify probable costs and potential funding sources and mechanisms for the parks, trails and open space enhancements. 7. Conduct a minimum of two (2) community meetings to provide broad-based community input. 8. Present for review at one (1) joint Fraser Town Board/Planning Commission meeting, analysis, recommendations and design concepts. Deliverables: The final deliverable shall be a Park and Open Space Master Plan that contains written analysis, recommendations and design concepts. In addition, the Consultant shall deliver a presentation on the Master Plan to the Fraser Town Board and Planning Commission at a joint meeting. Response Format: All submittals shall provide the following information for consideration: 1. Introductory Letter: The cover letter shall summarize resources, relevant experience and cost estimate for the total project. Also include the name, address, phone number, email address of the firm and the primary contact who will be involved in the execution of the scope of work. Provide a written description of iss 2. Descriptions of Firm, Management and Team Members: Include descriptions of your organization and team. Also include a resume for each of the key team members. 3. Description of Subcontractors: Identify any portion of the scope of work that will be subcontracted. Include firm qualifications and key personnel, telephone number and contact person for all subcontractors. 4. Experience with Similar Projects: Include a brief description of at least three (3) previous projects performed that were similar in scope and complexity to this project. The information should include images or schematics of previous wayfinding design work. Include reference information for such projects. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com  5. Budget Proposal: Provide itemized costs for the elements listed in the Scope of Work, including travel expenses. Also include a fee schedule for supplemental charges for unforeseen work tasks. Submittal Requirements: Submit an original hard copy and an electronic copy of the proposal, along with three (3) color copies to the Catherine Trotter, Town of Fraser, 153 Fraser Avenue, PO Box 370, Fraser, Colorado 80442, no later than 5:00 p.m. on____________, 2012. Selection Criteria: All proposals will be reviewed and evaluated by the Town, based on the following factors: Understanding of the scope of work to be performed; Qualifications of the firm and experience with past projects; References; and Budget Proposal. The Town reserves full discretion to determine the capability of respondents. Respondents will provide, in a timely manner, any and all information that the Town deems necessary to make such a decision. The proposals submitted, and any further information acquired will become and are to be considered, a part of the final, completed contract. The Town reserves the right to retain all proposals submitted and use any idea or concepts in a proposal regardless of whether that proposal is selected. The Town may elect not to pursue any of the proposals. For More Information: Any questions regarding this Request for Proposal should be directed to Catherine Trotter, Town Planner at 970-726-5491 x209 or ctrotter@town.fraser.co.us no later than three (3) business days prior to the deadline. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com  September 6, 2012 Colorado Mountain College Board of Trustees C/O Mr. Glenn Davis, Board President 802 Grand Avenue Glenwood Springs, CO 80601 RE: Letter of Support for Expansion of Higher Education in Grand County Members of the Board of Trustees, This letter is provided in response to a request for a letter of support from the Town of Fraser for the expansion of Colorado Mountain College into Grand County. At the time of this letter, details of the proposal are vague. However, the Town of Fraser is very supportive of expanding educational opportunities in the Fraser Valley. We are concerned that at this time the proposal seems to focus on expansion into Kremmling and suggests future new taxes and/or municipal funding requests. We look forward to learning more details as it relates to these matters. Please keep us informed of your progress on this matter. Sincerely, Peggy Smith Mayor The Women and War Project PO BOX 199 Tabernash, CO 80478 PHONE 970 531 -0696 EMAIL info @womenwar.org WEB www.womenwarorg August 23, 2012 Town of Fraser Hello, I am writing to request a waiver of the Town of Fraser's liquor license fee of $100 for the Women and War Project's 8th annual fundraiser, being held on October 5, 2012 at the Fraser Historic Church. The Women and War Project is a 501(c)3 organization helping women and women's organizations in current and former conflict areas. Donations from our past fundraisers have gone to: a hospital helping rape survivors in the Democratic Republic of Congo; a soap cooperative in Afghanistan offering locals an alternative to poppy growing; a women's center in Kosovo in a village where all of the men were massacred; an organization helping to rebuild post -war Iraq; an employment center for women and girls in post genocide Rwanda; rape survivors in Bosnia to help them attend school and learn English, and to the purchase of new books for school girls in rural Guatemala, among others. Our ongoing projects include sponsoring a website for the Dhaka Weavers of Nepal (www.DhakaWeaves.org) which allows them to earn year -round income, and sponsoring a microloan for rural women in Guatemala, which helps them to start their own businesses and support their families. The Women and War Project is an all- volunteer organization.Approximately 70 women each year attend our annual fundraising event. All of the fundraiser proceeds are donated to projects like those above, with the exception of minor costs associated with maintaining our website and non profit status. Thank you in advance for your consideration. Director/The Women and War Project Dear Fraser Town Council, i iur annual rail! r(- i r a rr Li n 1 1F a (L' on iii i i L e i n rie r i vv are asi{iigi for your support t waiving y D UVaill %ii{V ih 100 liquor license fee for our event a y Nail re i is l lie largest untlr' se r we hold each year 1.vhich benefit il;as :i pre .school, i 17)ii 1 1 .ii a And eAl i V idyl i i i lY i YI if er in P' f d \ei Il lr If lAil loci--11 1il71 a1116 i their children. VV e are proud 'co announce VVC have a uallstcl rating of _5 out of -r stars! s a4 (siis s mission is; .i LivEl loc.iia T___Zcc Childhood �i_ -i T i• across 1 Your contributions hell.) make this possible. v it lanil1ti a a iv i illlilhoo Education ac oss ,u0lirl ciur 1ou ci)l)i.tri boons Sheiij m11ake 1-111) possible. 'We appreciate your support and because of 1%o11 we ar e Able io calve our c hildren i f7 ies cart' An d education possible. We are a non-profit 5060 °3 i rcian1 %.aiiill so 701i' tii711dinn IS lax tl fe 1lfiie, Dnn' p N iilr_-g L to 111istrip uy I F rCSl!Vai And n in tJ!'( II9('7ti ;In sii inkc, ii Va le r{IriSlt" S !Ylyi Vy J 1 V auction and fun activities for Ki like UiliiilLV c aSile, tractor dl horse rides, h ne apples hie panellise, ial ai S 1 y a )I ies and t more! e! Asniev Director n f Grand Kills (970) 726 -4202 grandkidschildcarePgmail.com P.O. Box 454, Fraser, CO 80442 GRAND IDS ADiscut'rP Center for Early 11'nnrinz Clerks Update Sept. 5, 2012 We are holding two public hearings this evening, Bottle Pass Liquor Store Change of Location hearing and Serene Wellness Medical Marijuana Center. Documents relating to both hearings are in your packet. Please rememberdiscussions regarding these two itemscan only be held at the public hearing. If you have any questions please feel free to contact staff. The Women and War Project and Grand Beginnings have applied forSpecial Event Liquor Licenses. They have sent a lettersrequesting the Town waivethe fees for theseapplications; the lettersarein your packet. It looks like a busy agenda! If you have any questions feel free to give me a call. Lu Finance Update:08/15/2012 Prepared:08/08/2012 Transmitted with your packet this week are your June Financial Statements for both the Town and the Joint Facility.I just received our June Sales Tax remittance from the State (two days early?), but not sure I will have time to get the report processed prior to heading out for a three day COLOTRUST Retreat….but the good news –on a whole we were up nearly $17k! Brilliant! I’m going to leave the following paragraph in my report from my last written report because it conveys my feelings after yesterday’s very long BudComm II meeting-you were all troopers to hang in for two extra hours of conversation. PREVIOUSLY WRITTEN: It was great having the whole gang at our preliminary (second) budget meeting this week! The conversation was wonderful and I know you all walked away thinking we’ve got some high level work/conversations to have….and no better time to nail down those visions as we prepare the 2013 budget. Let me know if you have any questions on the financial statements. Like I mentioned above I will be in the Springs for my annual COLOTRUST Retreat Thursday thru Saturday of this week –and how nice it will be to attend a non-contentious retreat! The past two years were really tough as a Trustee for COLOTRUST, but we are back on course after some very tough decisions were made and instituted and we are well on our way to reestablishing our dominance in the Local Government Investment Pool business –although I do not think we ever really lost our position at the top.As the Chair of the Publications Committee –I’ve called a special session on Thursday–which I am sure will not win me any points since my committee members would probably rather be out golfing….but hey we are there to work so that’swhat I’m asking of several of the Trustees! Interesting enough it will be a discussion on a bigger role for my committee, including Branding! th I look forward to August16when we will present the 2013 Budget and Capital Replacement Reserve (CRR) Work Schedule to the JFOC. The budget represents a status quo year for the Joint Facility, and the CRR Schedule anticipates the continuation of the SBR build out. Once this budget is put to bed, I will be able to concentrate fully on the Town’s Funds and theirbudgets for 2013. As always please contact me with any questions or concerns you might have: 726-5491 X206 or at nhavens@town.fraser.co.us. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491fax 970-726-5518 www.frasercolorado.com Finance Update:09/05/2012 Prepared:08/29/2012 A quick follow-up, up-date! I have been working mainly on budget lately….focusing this last week on the utility funds, which looked pretty good until I loaded the next four years of expenditures for capital projects. At which time the water fund blew a leak! There will have to be some in-depth discussions on the funds and its reserves –a real long range focus discussion. Of course we will need to discuss the future CIP’s which Allen has identifiedand budgeted for. And it might be time to discuss some financing options in a few years for the water fund? Peggy called me yesterday and asked for a visual on our sales tax collections over the past 11.5 years (as long as I have been keeping the current sales tax reports) broken out between the winter and the summer months (we have also broken out a shoulder season). With Nancy’s help I have included that pictorial graph. It is very interesting indeed and will need to be discussed to flush out all of the implications –but I wanted to get it into your hands as soon as possible so you have a chance to mull it over. Great question Peggy! As always please contact me with any questions or concerns you might have: 726-5491 X206 or nhavens@town.fraser.co.us. at Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491fax 970-726-5518 www.frasercolorado.com ASSETS 40 -10100 CASH ALLOCATED TO OTHER FUNDS 40 -10210 JFOC CHECKING 0318047507 40 -10215 MONEY MARKET O &M RESERVE 40 -11550 A/R WPR 40 -11560 A/R GC #1 40 -11570 A/R TOF LIABILITIES AND EQUITY LIABILITIES 40 -20920 JFOC O &M RESERVE TOTAL LIABILITIES FUND EQUITY TOF JOINT FACILITIES FUND BALANCE SHEET JULY 31, 2012 JOINT FACILITIES FUND 154.95 99,499.23 52, 900.01 10, 591.41 16,894.95 9,162.12 TOTAL ASSETS 189,202.67 UNAPPROPRIATED FUND BALANCE: REVENUE OVER EXPENDITURES YTD 2,398.65 BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY 186,804.02 2,398.65 186, 804.02 2,398.65 189,202.67 REVENUE TOF JOINT FACILITIES FUND REVENUES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 JOINT FACILITIES FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 40 -30 -100 INTEREST O &M ACCOUNTS 32.34 357.15 600.00 242.85 59.5 40 -30 -200 O &M REIMBURSEMENT WPR 10,591.41 85,624.45 214,500.00 128,875.55 39.9 40 -30 -210 O &M REIMBURSEMENT GC#1 16,894.95 145,959.77 341,600.00 195,640.23 42.7 40 -30 -220 O &M REIMBURSEMENT TOF 9,162.12 86,992.67 183,500.00 96,507.33 47.4 40 -30 -230 STUDY REIMBURSEMENT WP .00 2,360.77 .00 2,360.77) .0 40 -30 -235 STUDY REIMBURSEMENT GRANBY .00 2,360.76 .00 2,360.76) .0 40 -30 -900 MISCELLANEOUS REVENUE .00 2,041.50 .00 2,041.50) .0 40 -30 -999 CARRYOVER BALANCE .00 .00 254,379.00 254,379.00 .0 TOTAL REVENUE TOTAL FUND REVENUE 36,680.82 325,697.07 994,579.00 668,881.93 32.8 36,680.82 325,697.07 994,579.00 668,881.93 32.8 PLANT EXPENDITURES TOF JOINT FACILITIES FUND EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 JOINT FACILITIES FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 40 -85 -110 SALARIES 12,438.32 92,992.82 180,000.00 87,007.18 51.7 40 -85 -210 HEALTH INSURANCE 2,943.30 17,829.72 48,407.00 30,577.28 36.8 40 -85 -220 FICA TAX 876.86 6,731.90 13,770.00 7,038.10 48.9 40 -85 -230 RETIREMENT 379.93 2,845.05 7,200.00 4,354.95 39.5 40 -85 -250 UNEMPLOYMENT TAX 37.32 279.01 540.00 260.99 51.7 40 -85 -260 WORKERS COMP CLAIMS .00 179.95 .00 179.95) .0 40 -85 -280 TRAINING PROGRAMS 30.00 403.27 4,000.00 3,596.73 10.1 40 -85 -290 TRAVEL MEALS AND LODGING .00 36.08 3,000.00 2,963.92 1.2 40 -85 -295 MEALS LOCAL BUSINESS .00 14.66 200.00 185.34 7.3 40 -85 -310 LEGAL FEES 153.50 153.50 5,000.00 4,846.50 3.1 40 -85 -320 AUDIT FEE .00 3,900.00 6,000.00 2,100.00 65.0 40 -85 -330 ENGINEERING FEES .00 3,353.60 15,000.00 11,646.40 22.4 40 -85 -350 SLUDGE REMOVAL .00 14,530.72 65,000.00 50,469.28 22.4 40 -85 -370 PROFESSIONAL SERVICES 232.00 1,624.00 36,500.00 34,876.00 4.5 40 -85 -375 REIMBURSABLE PROF SERVICES .00 6,015.30 1,000.00 5,015.30) 601.5 40 -85 -410 BANK CHARGES .00 .00 100.00 100.00 .0 40 -85 -430 INSURANCE PLANT .00 24,588.11 28,000.00 3,411.89 87.8 40 -85 -460 PLANT MAINTENANCE AND REPAIR 14.27 4,528.62 40,000.00 35,471.38 11.3 40 -85 -475 GROUNDS MAINTENANCE 280.85 377.17 2,000.00 1,622.83 18.9 40 -85 -480 EQUIPMENT RENTAL .00 .00 500.00 500.00 .0 40 -85 -490 PROFESSIONAL MEMBERSHIPS .00 .00 500.00 500.00 .0 40 -85 -500 OPERATING SUPPLIES 334.89 3,857.11 20,000.00 16,142.89 19.3 40 -85 -506 OPERATING SUPPLIES CHEMICALS 6,093.42 42,759.71 75,000.00 32,240.29 57.0 40 -85 -510 EQUIPMENT PURCHASE AND REPAIR .00 8,242.35 20,000.00 11,757.65 41.2 40 -85 -520 TESTING 4,224.27 23,212.08 40,000.00 16,787.92 58.0 40 -85 -525 PERMITS .00 2,640.00 18,000.00 15,360.00 14.7 40 -85 -560 UTILITIES TELEPHONE 195.33 1,388.21 5,500.00 4,111.79 25.2 40 -85 -562 UTILITIES ELECTRICITY 7,915.72 54,932.27 90,000.00 35,067.73 61.0 40 -85 -565 UTILITIES NATURAL GAS 66.72 2,162.81 9,000.00 6,837.19 24.0 40 -85 -567 UTILITIES PLANT GENERATOR .00 405.08 2,500.00 2,094.92 16.2 40 -85 -569 UTILITIES TRASH REMOVAL 134.87 944.09 3,500.00 2,555.91 27.0 40 -85 -650 VEHICLE EXPENSES 296.91 2,292.23 6,000.00 3,707.77 38.2 40 -85 -690 MISCELLANEOUS EXPENSE .00 79.00 1,000.00 921.00 7.9 TOTAL PLANT EXPENDITURES 36,648.48 323,298.42 747,217.00 423,918.58 43.3 TOTAL FUND EXPENDITURES 36,648.48 323,298.42 747,217.00 423,918.58 43.3 NET REVENUE OVER EXPENDITURES 32.34 2,398.65 247,362.00 244,963.35 1.0 ASSETS 47 -10100 CASH COMBINED FUND 47 -10220 COLOTRUST 8006 CRR 47 -10310 MB MONEY MARKET CRR 47 -10410 GMB MONEY MARKET CRR 47 -10510 CDARS 1012191266 CRR 47 -10515 CDARS 1012193366 CRR 47 -10520 CDARS 1011238323 CRR LIABILITIES AND EQUITY LIABILITIES 47 -20910 JFOC CRR FUNDS TOTAL LIABILITIES FUND EQUITY TOF JOINT FACILITIES FUND BALANCE SHEET JULY 31, 2012 JFF CRR /CIP FUND UNAPPROPRIATED FUND BALANCE: REVENUE OVER EXPENDITURES YTD 15,001.77 BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY 154.95 427,679.62 228,029.12 85,578.10 469,198.02 469,198.01 947, 718.13 TOTAL ASSETS 2,627,246.05 2,612,244.28 15, 001.77 2,612,244.28 15, 001.77 2,627,246.05 CRR AND CIP FUND REVENUES 47 -30 -100 INTEREST INCOME CRR ACCOUNTS 47 -30 -990 CRR CARRYOVER BALANCE TOF JOINT FACILITIES FUND REVENUES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 JFF CRR /CIP FUND TOTAL CRR AND CIP FUND REVENUES 2,225.18 PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 2,225.18 15,156.72 15,000.00 156.72) 101.0 .00 .00 2,653,000.00 2,653,000.00 .0 15,156.72 2,668,000.00 2,652,843.28 .6 TOTAL FUND REVENUE 2,225.18 15,156.72 2,668,000.00 2,652,843.28 .6 CAPITAL RPLMNTRESERVE PROJECTS 47 -60 -730 CRR PROJECTS TOTAL CAPITAL RPLMNTRESERVE PROJECTS CAPITAL PURCHASES TOF JOINT FACILITIES FUND EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 JFF CRR/CIP FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT .00 154.95 173, 500.00 173, 345.05 .1 .00 154.95 173, 500.00 173, 345.05 .1 47 -69 -740 CAPITAL PURCHASES .00 .00 20,000.00 20,000.00 .0 TOTAL CAPITAL PURCHASES .00 .00 20,000.00 20,000.00 .0 TOTAL FUND EXPENDITURES .00 154.95 193,500.00 193,345.05 .1 NET REVENUE OVER EXPENDITURES 2,225.18 15,001.77 2,474,500.00 2,459,498.23 .6 $559,514 $829,282 $551,130 $164,410 $861,458 $485,637 $178,970 $913,161 $534,830 $197,044 $979,196 $585,992 $242,791 $946,719 $580,616 $206,597 $905,046 $554,540 $194,364 $797,912 $474,083 $171,674 $826,396 $548,089 $176,340 $832,989 $597,928 $753,502 $185,676 $552,574 $176,958 $706,920 $496,528 $209,421 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 JULY 31, 2012 78,726.49 6,906,160.67 6,984,887.16 6,984,887.16) TOTAL UNALLOCATED CASH .00 2,546,500.94 28,306.07 549,566.13 309,307.19 637,449.21 692,385.61 2,209,809.88 11,562.13 6,984,887.16 6,984,887.16) ZERO PROOF IF ALLOCATIONS BALANCE .00 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 1 ASSETS TOWN OF FRASER BALANCE SHEET JULY 31, 2012 GENERAL FUND 10 -10100 CASH COMBINED FUND 2,546,500.94 10 -11100 PROPERTY TAXES RECEIVABLE 216,520.00 10 -11550 ACCTS REC BILLINGS 39,890.18 10 -12000 ALLOWANCE FOR DOUBTFUL ACCTS. 20,409.55) 10 -12500 FORFETURES DUE TOF FROM CCOERA 2,675.59) TOTAL ASSETS 2,779,825.98 LIABILITIES AND EQUITY LIABILITIES 10 -21730 STATE WITHHOLDING PAYABLE 2,693.00 10 -21740 UNEMPLOYMENT TAXES PAYABLE 166.10 10 -21760 HEALTH INSURANCE PAYABLE 3,135.75 10 -21773 DEPENDENT CARE PAYABLE 1,622.20) 10 -21775 FLEX HEALTH PLAN PAYABLE 6,169.14 10 -22210 DEFERRED TAXES 216,520.35 10 -22920 SUBDIVISION IMP SECURITY DEP 23,113.20 10 -22930 DRIVEWAY PERMIT SURETY 4,000.00 10 -22940 PRE ANNEXATION DEPOSIT BPR 10,000.00 10 -22950 RENTAL PROPERTY DEPOSITS HELD 750.00 TOTAL LIABILITIES 264,925.34 FUND EQUITY 10 -27000 RESFUND BAL SAVINGS 750,000.00 10 -27100 RESTRICTED FUND BALANCE 223,805.00 UNAPPROPRIATED FUND BALANCE: REVENUE OVER EXPENDITURES YTD 1,541,095.64 BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY FOR ADMINISTRATION USE ONLY 1,541,095.64 2,514,900.64 2,779,825.98 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 2 TAXES 10 -31 -100 GENERAL FUND PROPERTY TAX 10 -31 -200 SPECIFIC OWNERSHIP TAX 10 -31 -300 MOTOR VEHICLE TAX 10 -31 -400 TOWN SALES TAX 10 -31 -410 USE TAX BUILDING MATERIALS 10 -31 -420 USE TAX MOTOR VEHICLE SALES 10 -31 -430 STATE CIGARETTE TAX 10 -31 -800 FRANCHISE FEES 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 TOTAL MISCELLANEOUS REVENUE 4,393.01 OTHER SOURCES TRANSFERS 10 -39 -999 CARRYOVER BALANCE TOTAL OTHER SOURCES TRANSFERS TOTAL FUND REVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 GENERAL FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 36,229.74 206,694.27 216,500.00 9,805.73 95.5 809.60 4,238.35 8,000.00 3,761.65 53.0 455.50 2,031.00 4,000.00 1,969.00 50.8 84,564.04 632,089.54 1,550,000.00 917,910.46 40.8 107.52 4,256.14 30,000.00 25,743.86 14.2 4,244.46 24,482.20 25,000.00 517.80 97.9 435.09 2,079.38 5,000.00 2,920.62 41.6 7,807.27 26,427.95 40,000.00 13,572.05 66.1 134,653.22 902,298.83 1,878,500.00 976,201.17 48.0 80.00) 10,400.00 9,000.00 1,400.00) 115.6 175.00 1,876.25 1,500.00 376.25) 125.1 95.00 12,276.25 10,500.00 1,776.25) 116.9 10 -34 -100 ANNEXATION FEES .00 50.00 1,000.00 950.00 5.0 10 -34 -110 ZONING FEES .00 700.00 1,500.00 800.00 46.7 10 -34 -120 SUBDIVISION FEES 250.00 2,350.00 1,500.00 850.00) 156.7 10 -34 -130 MISCELLANEOUS PLANNING FEES 630.00 990.00 1,000.00 10.00 99.0 TOTAL CHARGES FOR SERVICES 880.00 4,090.00 5,000.00 910.00 81.8 587.83 1,145.00 1,179.18 1,481.00 3,640.73 5,595.00 41, 787.09 26,746.25 140,021.23 3,135,732.98 4,000.00 9,000.00 55,000.00 35,000.00 77,769.07 103,000.00 359.27 91.0 3,405.00 62.2 13,212.91 76.0 8,253.75 76.4 25,230.93 75.5 .00 2,139,298.83 2,055,383.00 83,915.83) 104.1 .00 2,139,298.83 2,055,383.00 83,915.83) 104.1 4,052,383.00 916,650.02 77.4 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 3 TOWN BOARD TOTAL TOWN BOARD FOR ADMINISTRATION USE ONLY TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 GENERAL FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 10 -41 -110 SALARIES .00 8,360.00 26,000.00 17,640.00 32.2 10 -41 -220 FICA TAX .00 639.54 1,989.00 1,349.46 32.2 10 -41 -280 TRAINING PROGRAMS 29.00 838.79 2,000.00 1,161.21 41.9 10 -41 -290 TRAVEL, MEALS AND LODGING .00 487.86 3,000.00 2,512.14 16.3 10 -41 -295 MEALS AND ENTERTAINMENT 132.97 2,495.93 6,000.00 3,504.07 41.6 10 -41 -690 MISCELLANEOUS EXPENSE 18.54 585.93 2,500.00 1,914.07 23.4 10 -41 -860 GRANTS AND AID TO AGENCIES .00 .00 2,500.00 2,500.00 .0 10 -41 -861 INTERGOVERNMENTAL AGREEMENTS 4,500.00 9,000.00 25,000.00 16,000.00 36.0 10 -41 -862 FRASER/WINTER PARK POLICE DEPT 31,005.00 217,035.00 395,000.00 177,965.00 55.0 10 -41 -863 STREET LIGHTING AND SIGNALS 1,022.13 6,809.60 18,000.00 11,190.40 37.8 10 -41 -864 SPECIAL EVENTS .00 10,000.00 10,000.00 .00 100.0 10 -41 -866 WOOD STOVE REBATES .00 .00 1,000.00 1,000.00 .0 10 -41 -867 CHAMBER OF COMMERCE -IGA 40,000.00 65,546.67 111,615.00 46,068.33 58.7 10 -41 -868 WINTER SHUTTLE IGA .00 50,000.00 52,000.00 2,000.00 96.2 10 -41 -870 BUSINESS DIST STREETSCAPE .00 769.00 .00 769.00) .0 10 -41 -871 BUSINESS ENHANCEMENT PROGRAMS 650.00 3,930.00 15,000.00 11,070.00 26.2 77,357.64 376,498.32 671,604.00 295,105.68 56.1 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 4 ADMINISTRATION TOTAL ADMINISTRATION FOR ADMINISTRATION USE ONLY TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 GENERAL FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 10 -45 -110 SALARIES 16,996.00 127,470.28 215,250.00 87,779.72 59.2 10 -45 -210 HEALTH INSURANCE 3,103.48 22,135.06 45,340.00 23,204.94 48.8 10 -45 -220 FICA TAX 1,218.84 9,115.16 16,467.00 7,351.84 55.4 10 -45 -230 RETIREMENT 666.92 5,001.90 8,610.00 3,608.10 58.1 10 -45 -250 UNEMPLOYMENT TAX 51.00 382.50 646.00 263.50 59.2 10 -45 -280 TRAINING PROGRAMS .00 356.00 4,000.00 3,644.00 8.9 10 -45 -290 TRAVEL, MEALS AND LODGING .00 1,030.50 4,000.00 2,969.50 25.8 10 -45 -295 MEALS AND ENTERTAINMENT .00 1,144.94 3,000.00 1,855.06 38.2 10 -45 -310 LEGAL FEES 8,532.37 45,550.66 50,000.00 4,449.34 91.1 10 -45 -320 AUDIT FEES .00 14,900.00 18,720.00 3,820.00 79.6 10 -45 -330 ENGINEERING FEES 192.00 4,541.01 5,000.00 458.99 90.8 10 -45 -360 COMPUTERS NETWORKS AND SUPPORT 2,118.45 12,660.99 35,000.00 22,339.01 36.2 10 -45 -370 OTHER PROFESSIONAL SERVICES 3,000.00 15,715.99 40,000.00 24,284.01 39.3 10 -45 -375 REIMBURSABLE PROF SERVICES 154.62 6,637.38 55,000.00 48,362.62 12.1 10 -45 -380 JANITORIAL SERVICES 613.42 4,212.59 15,000.00 10,787.41 28.1 10 -45 -385 TREASURERS FEES 724.60 4,133.89 6,495.00 2,361.11 63.7 10 -45 -395 RECORDING FEES .00 .00 1,000.00 1,000.00 .0 10 -45 -410 BANK CHARGES 49.50 391.40 800.00 408.60 48.9 10 -45 -420 ELECTIONS .00 1,093.94 2,500.00 1,406.06 43.8 10 -45 -430 INSURANCE ALL DEPARTMENTS 20,493.00 62,967.85 56,000.00 6,967.85) 112.4 10 -45 -440 ADVERTISING .00 747.03 1,500.00 752.97 49.8 10 -45 -490 PROFESSIONAL MEMBERSHIPS .00 5,481.31 7,000.00 1,518.69 78.3 10 -45 -500 OPERATING SUPPLIES 247.31 3,820.21 16,000.00 12,179.79 23.9 10 -45 -510 EQUIPMENT PURCHASE AND REPAIR .00 4,116.64 20,000.00 15,883.36 20.6 10 -45 -550 POSTAGE .00 934.38 3,000.00 2,065.62 31.2 10 -45 -560 UTILITIES TELEPHONE 445.75 3,243.05 8,000.00 4,756.95 40.5 10 -45 -561 UTILITIES NATURAL GAS 221.76 2,251.45 6,000.00 3,748.55 37.5 10 -45 -562 UTILITIES ELECTRICITY 374.16 3,054.57 7,000.00 3,945.43 43.6 10 -45 -569 UTILITIES TRASH REMOVAL 137.50 647.50 2,000.00 1,352.50 32.4 10 -45 -670 PROP MGMT 117 EISENHOWER DR 618.72 5,499.71 20,000.00 14,500.29 27.5 10 -45 -671 PROP MGMT 105 FRASER AVE .00 22.47 1,000.00 977.53 2.3 10 -45 -673 PROP MGMT 153 FRASER AVE 4,443.75 5,982.87 12,000.00 6,017.13 49.9 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 31.34 856.40 1,000.00 143.60 85.6 10 -45 -690 MISCELLANEOUS EXPENSE 6,010.98 7,480.91 8,000.00 519.09 93.5 10 -45 -810 LEASE /PURCHASE PRINCIPAL .00 8,631.96 17,476.00 8,844.04 49.4 10 -45 -820 LEASE /PURCHASE INTEREST .00 10,554.92 20,899.00 10,344.08 50.5 70,445.47 402,767.42 735,703.00 332,935.58 54.8 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 5 PUBLIC WORKS TOTAL PUBLIC WORKS 120 ZEREX AVENUE TOTAL 120 ZEREX AVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 GENERAL FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 10 -60 -110 SALARIES 29,888.81 197,166.61 410,000.00 212,833.39 48.1 10 -60 -210 HEALTH INSURANCE 5,456.31 36,578.84 63,000.00 26,421.16 58.1 10 -60 -220 FICA TAX 2,181.38 14,157.69 31,365.00 17,207.31 45.1 10 -60 -230 RETIREMENT 789.81 6,233.75 16,400.00 10,166.25 38.0 10 -60 -250 UNEMPLOYMENT TAX 89.67 591.48 1,230.00 638.52 48.1 10 -60 -280 TRAINING PROGRAMS .00 940.72 2,000.00 1,059.28 47.0 10 -60 -290 TRAVEL, MEALS AND LODGING .00 100.97 2,000.00 1,899.03 5.1 10 -60 -295 MEALS AND ENTERTAINMENT 29.32 174.73 500.00 325.27 35.0 10 -60 -330 ENGINEERING FEES 1,349.00 20,381.05 20,000.00 381.05) 101.9 10 -60 -360 COMPUTER NETWORK SUPPORT .00 634.13 .00 634.13) .0 10 -60 -370 OTHER PROFESSIONAL SERVICES 840.00 14,454.96 2,500.00 11,954.96) 578.2 10 -60 -480 EQUIPMENT RENTAL 1,603.00 2,000.00 5,000.00 3,000.00 40.0 10 -60 -490 PROFESSIONAL MEMBERSHIPS .00 100.00 500.00 400.00 20.0 10 -60 -500 OPERATING SUPPLIES 6,382.34 35,247.85 65,000.00 29,752.15 54.2 10 -60 -506 PLANTS /PLANTER SUPPLIES 4,597.09 9,754.53 10,000.00 245.47 97.6 10 -60 -510 EQUIPMENT PURCHASE AND REPAIR 1,233.79 7,023.04 40,000.00 32,976.96 17.6 10 -60 -560 UTILITIES TELEPHONE 131.61 969.04 3,000.00 2,030.96 32.3 10 -60 -561 UTILITIES NATURAL GAS 43.23 2,554.86 7,000.00 4,445.14 36.5 10 -60 -562 UTILITIES ELECTRICITY 145.78 969.72 3,500.00 2,530.28 27.7 10 -60 -569 UTILITIES TRASH REMOVAL 75.73 479.76 2,500.00 2,020.24 19.2 10 -60 -670 PROP MGMT 125 FRASER AVE .00 850.45 5,000.00 4,149.55 17.0 10 -60 -673 PROP MGMT FRASER RIVER TRAIL 12.01 24,513.59 35,000.00 10,486.41 70.0 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 118.81 118.81 500.00 381.19 23.8 10 -60 -679 PROP MGMT SCHOOL BUS GARAGE 166.79 1,928.11 8,000.00 6,071.89 24.1 10 -60 -681 PROP MGMT COZENS RANCH PARK 1,760.00 2,226.90 10,000.00 7,773.10 22.3 10 -60 -682 PROP MGMT AMTRAK STATION .00 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 .00 122.22 5,000.00 4,877.78 2.4 10 -60 -725 STREET IMPROVEMENTS 686.40 13,382.67 150,000.00 136,617.33 8.9 57,580.88 393,669.07 911,495.00 517,825.93 43.2 10 -65 -370 OTHER PROFESSIONAL SERVICES 75.00 75.00 1,500.00 1,425.00 5.0 10 -65 -380 JANITORIAL SERVICES 400.00 2,682.94 5,000.00 2,317.06 53.7 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 40.51 283.52 1,000.00 716.48 28.4 10 -65 -561 UTILITIES NATURAL GAS 168.23 790.52 1,200.00 409.48 65.9 10 -65 -562 UTILITIES ELECTRICITY 78.46 443.03 1,000.00 556.97 44.3 10 -65 -665 WTHP EXPENSES .00 .00 1,000.00 1,000.00 .0 10 -65 -670 PROP MGMT 120 ZEREX 80.97 152.52 2,000.00 1,847.48 7.6 10 -65 -690 MISCELLANEOUS EXPENSE .00 25.00 5,000.00 4,975.00 .5 843.17 4,452.53 23,700.00 19,247.47 18.8 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 6 TRANSFERS TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 GENERAL FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 10 -90 -920 TRANSFER TO CERF POLICE DEPT .00 45,000.00 45,000.00 .00 100.0 10 -90 -930 TRANSFER TO CERF PUBLICWORKS .00 50,000.00 50,000.00 .00 100.0 10 -90 -935 TRANSFER TO CAF .00 75,000.00 75,000.00 .00 100.0 10 -90 -940 TRANSFER TO DEBT SERVICE FUND .00 247,250.00 247,250.00 .00 100.0 TOTAL TRANSFERS .00 417,250.00 417,250.00 .00 100.0 TOTAL FUND EXPENDITURES 206,227.16 1,594,637.34 2,759,752.00 1,165,114.66 57.8 NET REVENUE OVER EXPENDITURES 66,205.93) 1,541,095.64 1,292,631.00 248,464.64) 119.2 FOR ADMINISTRATION USE ONLY 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 7 ASSETS LIABILITIES AND EQUITY FUND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET JULY 31, 2012 CONSERVATION TRUST FUND 20 -10100 CASH COMBINED FUND 28,306.07 TOTAL ASSETS 28,306.07 UNAPPROPRIATED FUND BALANCE: REVENUE OVER EXPENDITURES -YTD 28,306.07 BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY 28,306.07 28,306.07 28,306.07 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 8 REVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 CONSERVATION TRUST FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 20 -30 -100 CONS TRUST (LOTTERY) PROCEEDS .00 3,226.40 5,900.00 2,673.60 54.7 20 -30 -800 INTEREST EARNINGS 6.04 33.72 60.00 26.28 56.2 20 -30 -999 CARRYOVER BALANCE .00 25,045.95 26,723.00 1,677.05 93.7 TOTAL REVENUE 6.04 28,306.07 32,683.00 4,376.93 86.6 TOTAL FUND REVENUE 6.04 28,306.07 32,683.00 4,376.93 86.6 NET REVENUE OVER EXPENDITURES 6.04 28,306.07 32,683.00 4,376.93 86.6 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 9 ASSETS LIABILITIES AND EQUITY FUND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET JULY 31, 2012 CAPITAL EQUIP REPLACEMENT FUND 30 -10100 CASH COMBINED FUND 549,566.13 TOTAL ASSETS 549,566.13 UNAPPROPRIATED FUND BALANCE: REVENUE OVER EXPENDITURES -YTD 549,566.13 BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY 549,566.13 549,566.13 549,566.13 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 10 REVENUE 30 -30 -100 HWY USE TAX PROCEEDS 3,924.48 22,278.40 42,844.00 30 -30 -800 INTEREST EARNINGS 119.34 535.42 300.00 30 -30 -900 TRANSFER FROM G/F POLICEDEPT .00 45,000.00 45,000.00 30 -30 -910 TRANSFER FROM G/F PUBLICWORK .00 50,000.00 50,000.00 30 -30 -920 TRANSFER FROM UTILITY FUNDS .00 20,000.00 20,000.00 30 -30 -999 CARRYOVER BALANCE .00 411,752.31 408,619.00 TOTAL REVENUE TOTAL FUND REVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 CAPITAL EQUIP REPLACEMENT FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 4,043.82 549,566.13 4,043.82 549,566.13 20,565.60 52.0 235.42) 178.5 .00 100.0 .00 100.0 .00 100.0 3,133.31) 100.8 566,763.00 17,196.87 97.0 566,763.00 17,196.87 97.0 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 11 EXPENDITURES TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 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 4,043.82 549,566.13 321,763.00 227,803.13) 170.8 FOR ADMINISTRATION USE ONLY 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 12 ASSETS LIABILITIES AND EQUITY FUND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET JULY 31, 2012 CAPITAL ASSET FUND 32 -10100 CASH COMBINED FUND 309,307.19 TOTAL ASSETS 309,307.19 UNAPPROPRIATED FUND BALANCE: REVENUE OVER EXPENDITURES -YTD 309,307.19 BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY 309,307.19 309,307.19 309,307.19 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 13 CAPITAL ASSET REVENUE TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 CAPITAL ASSET FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 32 -30 -800 INTEREST EARNINGS 67.98 127.60 50.00 77.60) 255.2 32 -30 -910 TRANSFER IN FROM GENERAL FUND .00 75,000.00 75,000.00 .00 100.0 32 -30 -940 TRANSFER IN FROM DSF .00 175,000.00 175,000.00 .00 100.0 32 -30 -999 CARRYOVER FUND BALANCE .00 59,299.59 61,761.00 2,461.41 96.0 TOTAL CAPITAL ASSET REVENUE 67.98 309,427.19 311,811.00 2,383.81 99.2 TOTAL FUND REVENUE FOR ADMINISTRATION USE ONLY 67.98 309,427.19 311,811.00 2,383.81 99.2 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 14 CAPITAL ASSET EXPENDITURES 32 -40 -810 CAPITAL PROJ- STREETS EXISTING TOTAL CAPITAL ASSET EXPENDITURES TOTAL FUND EXPENDITURES NET REVENUE OVER EXPENDITURES FOR ADMINISTRATION USE ONLY TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 CAPITAL ASSET FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 120.00 120.00 120.00 250,000.00 249,880.00 .1 120.00 250,000.00 249,880.00 .1 120.00 120.00 250,000.00 249,880.00 .1 52.02) 309,307.19 61,811.00 247,496.19) 500.4 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 15 ASSETS 40 -10100 CASH COMBINED FUND 637,449.21 40 -11100 PROPERTY TAXES RECEIVABLE 80,000.00 TOTAL ASSETS 717,449.21 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 204,358.00 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 JULY 31, 2012 DEBT SERVICE FUND 29,779.88 103,311.33 80,000.00 133,091.21 80,000.00 637,449.21 717,449.21 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 16 REVENUE TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 DEBT SERVICE FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 40 -30 -100 PROPERTY TAX 13,365.60 76,252.01 80,000.00 3,747.99 95.3 40 -30 -200 SPECIFIC OWNERSHIP TAX 298.67 1,563.57 3,000.00 1,436.43 52.1 40 -30 -800 INTEREST EARNINGS 137.47 826.28 400.00 426.28) 206.6 40 -30 -910 TRANSFER IN FROM GENERAL FUND .00 247,250.00 247,250.00 .00 100.0 TOTAL REVENUE 13,801.74 325,891.86 330,650.00 4,758.14 98.6 TOTAL FUND REVENUE 13,801.74 325,891.86 330,650.00 4,758.14 98.6 FOR ADMINISTRATION USE ONLY 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 17 EXPENDITURES TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 DEBT SERVICE FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 40 -40 -385 TREASURERS FEES GO BOND 267.31 1,525.03 2,000.00 474.97 76.3 40 -40 -810 BOND PRINCIPAL 02 S &U ISSUE .00 20,000.00 20,000.00 .00 100.0 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 .00 155,000.00 155,000.00 .00 100.0 40 -40 -820 BOND INTEREST 02 S &U ISSUE .00 4,988.00 9,476.00 4,488.00 52.6 40 -40 -821 BOND INTEREST 98 GO ISSUE .00 6,987.50 13,976.00 6,988.50 50.0 40 -40 -822 BOND INTEREST 98 S &U ISSUE .00 33,480.00 62,775.00 29,295.00 53.3 40 -40 -850 BOND AGENT FEES .00 600.00 2,500.00 1,900.00 24.0 40 -40 -910 TRANSFER TO DSF RESERVES .00 .00 24,923.00 24,923.00 .0 TOTAL EXPENDITURES 267.31 222,580.53 330,650.00 108,069.47 67.3 TOTAL FUND EXPENDITURES 267.31 222,580.53 330,650.00 108,069.47 67.3 NET REVENUE OVER EXPENDITURES 13,534.43 103,311.33 .00 103,311.33) .0 FOR ADMINISTRATION USE ONLY 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 18 ASSETS 50 -10100 CASH COMBINED FUND 692,385.61 50 -11500 NR CUSTOMER SERVICE CHARGES 31,534.33 50 -11550 NR BILLINGS 492.00 50 -16100 LAND 100,000.00 50 -16200 BUILDINGS 2,915,858.49 50 -16203 WELLS SYSTEM 768,371.74 50 -16212 WATER DISTRIBUTION /STORAGE 9,845,211.82 50 -16213 WELLS 1,063,119.43 50 -16400 EQUIPMENT 239,923.02 50 -16500 WATER RIGHTS 19,775.86 50 -17900 ACCUMULATED DEPRECIATION 3,120,670.67) TOTAL ASSETS 12,556,001.63 LIABILITIES AND EQUITY LIABILITIES 50 -21100 ACCRUED PTO AND BENEFITS TOTAL LIABILITIES FUND EQUITY 50 -27000 RESFUND BAL 0 M 260,000.00 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 JULY 31, 2012 WATER FUND 12,246,833.40 41,347.32 7,820.91 12,288,180.72 7,820.91 12,548,180.72 12,556,001.63 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 19 LICENSES PERMITS 50 -32 -100 EXCAVATION PERMIT FEES .00 .00 200.00 200.00 .0 TOTAL LICENSES PERMITS .00 .00 200.00 200.00 .0 CHARGES FOR SERVICES 50 -34 -100 CUSTOMER SERVICE CHARGES .00 305,255.50 605,000.00 299,744.50 50.5 50 -34 -150 PENALTIES INTEREST 1,265.39 5,043.55 1,000.00 4,043.55) 504.4 50 -34 -200 PLANT INVESTMENT FEES .00 .00 8,000.00 8,000.00 .0 50 -34 -300 WATER METER SALES .00 260.00 1,000.00 740.00 26.0 TOTAL CHARGES FOR SERVICES 1,265.39 310,559.05 615,000.00 304,440.95 50.5 MISCELLANEOUS REVENUE 50 -36 -100 INTEREST EARNINGS 50 -36 -900 MISCELLANEOUS REVENUE TOTAL MISCELLANEOUS REVENUE 620.41 OTHER SOURCES TRANSFERS 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 TOTAL FUND REVENUE FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 WATER FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 128.41 492.00 682.75 1,117.00 1,885.80 312,358.80 300.00 5,000.00 1,799.75 5,300.00 382.75) 227.6 3,883.00 22.3 3,500.25 34.0 1,013,520.00 701,161.20 30.8 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 20 EXPENDITURES TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 WATER FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 50 -40 -110 SALARIES 13,043.89 89,458.36 170,000.00 80,541.64 52.6 50 -40 -210 HEALTH INSURANCE 2,350.61 16,731.43 32,000.00 15,268.57 52.3 50 -40 -220 FICA TAX 927.27 6,260.00 13,005.00 6,745.00 48.1 50 -40 -230 RETIREMENT 433.64 3,272.88 6,800.00 3,527.12 48.1 50 -40 -250 UNEMPLOYMENT TAX 39.19 266.22 510.00 243.78 52.2 50 -40 -280 TRAINING PROGRAMS .00 575.96 3,500.00 2,924.04 16.5 50 -40 -290 TRAVEL, MEALS AND LODGING .00 30.00 3,500.00 3,470.00 .9 50 -40 -295 MEALS AND ENTERTAINMENT .00 .00 2,000.00 2,000.00 .0 50 -40 -310 LEGAL FEES 1,050.00 30,877.99 35,000.00 4,122.01 88.2 50 -40 -330 ENGINEERING FEES .00 1,349.00 40,000.00 38,651.00 3.4 50 -40 -360 COMPUTERS NETWORKS AND SUPPORT 197.44 1,255.19 10,000.00 8,744.81 12.6 50 -40 -370 OTHER PROFESSIONAL SERVICES .00 723.66 15,000.00 14,276.34 4.8 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 2,038.20 3,001.43 30,000.00 26,998.57 10.0 50 -40 -465 SYSTEM REPAIR AND MAINT DIST 662.99 7,857.55 30,000.00 22,142.45 26.2 50 -40 -490 PROFESSIONAL MEMBERSHIPS .00 4,760.00 8,000.00 3,240.00 59.5 50 -40 -500 OPERATING SUPPLIES PRODUCTION 8.08 4,931.14 30,000.00 25,068.86 16.4 50 -40 -505 OPERATING SUPPLIES DISTRIB 979.21 1,818.61 25,000.00 23,181.39 7.3 50 -40 -510 EQUIPMENT PURCHASE AND REPAIR .00 .00 5,000.00 5,000.00 .0 50 -40 -520 TESTING 209.79 305.79 5,000.00 4,694.21 6.1 50 -40 -550 POSTAGE BILLING SUPPLIES .00 830.06 3,500.00 2,669.94 23.7 50 -40 -560 UTILITIES TELEPHONE 223.96 1,566.78 5,500.00 3,933.22 28.5 50 -40 -562 UTILITIES ELECTRICITY 2,917.76 17,665.12 45,000.00 27,334.88 39.3 50 -40 -670 PROP MGMT FRASER WTP .00 .00 6,000.00 6,000.00 .0 50 -40 -680 PROP MGMT MARYVALE WTP 43.02 338.86 6,000.00 5,661.14 5.7 50 -40 -685 PROP MGMT ST. LOUIS HEADGATE .00 7,135.45 .00 7,135.45) .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 10,000.00 10,000.00 .00 100.0 50 -40 -970 TRANSFER TO O &M RESERVES .00 60,000.00 60,000.00 .00 100.0 TOTAL EXPENDITURES 25,125.05 271,011.48 1,007,815.00 736,803.52 26.9 TOTAL FUND EXPENDITURES 25,125.05 271,011.48 1,007,815.00 736,803.52 26.9 NET REVENUE OVER EXPENDITURES 23,239.25) 41,347.32 5,705.00 35,642.32) 724.8 FOR ADMINISTRATION USE ONLY 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM 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 JULY 31, 2012 WASTEWATER FUND 55 -10100 CASH COMBINED FUND 2,209,809.88 55 -11500 NR CUSTOMER SERVICE CHARGES 33,151.92 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 14,286,665.08 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 66,637.36 14,266,375.36 14,266,375.36 14,286,665.08 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 22 CHARGES FOR SERVICES 55 -34 -100 CUSTOMER SERVICE CHARGES .00 302,840.40 604,000.00 301,159.60 50.1 55 -34 -150 PENALTIES INTEREST 1,220.92 2,648.76 1,000.00 1,648.76) 264.9 55 -34 -200 PLANT INVESTMENT FEES .00 700.00 7,500.00 6,800.00 9.3 TOTAL CHARGES FOR SERVICES 1,220.92 306,189.16 612,500.00 306,310.84 50.0 MISCELLANEOUS REVENUE 55 -36 -100 INTEREST EARNINGS 55 -36 -500 JFF MANAGEMENT FEE TOTAL MISCELLANEOUS REVENUE 465.28 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 FOR ADMINISTRATION USE ONLY TOWN OF FRASER REVENUES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 WASTEWATER FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 465.28 2,603.93 2,000.00 603.93) 130.2 .00 14,211.00 28,420.00 14,209.00 50.0 1,686.20 323,004.09 16,814.93 30,420.00 13,605.07 55.3 2,720,153.00 2,397,148.91 11.9 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 23 EXPENDITURES TOWN OF FRASER EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 7 MONTHS ENDING JULY 31, 2012 WASTEWATER FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT 55 -40 -110 SALARIES 11,220.23 75,790.91 180,000.00 104,209.09 42.1 55 -40 -210 HEALTH INSURANCE 1,692.26 11,976.58 30,000.00 18,023.42 39.9 55 -40 -220 FICA TAX 819.84 5,485.06 13,770.00 8,284.94 39.8 55 -40 -230 RETIREMENT 358.54 2,710.13 7,200.00 4,489.87 37.6 55 -40 -250 UNEMPLOYMENT TAX 33.60 224.29 540.00 315.71 41.5 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 .00 25.58 500.00 474.42 5.1 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 197.44 1,157.98 6,000.00 4,842.02 19.3 55 -40 -370 OTHER PROFESSIONAL SERVICES .00 3,802.18 10,000.00 6,197.82 38.0 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 17,998.25 26,968.05 50,000.00 23,031.95 53.9 55 -40 -490 PROFESSIONAL MEMBERSHIPS .00 5,410.00 6,000.00 590.00 90.2 55 -40 -500 OPERATING SUPPLIES COLLECTIONS .00 182.95 5,000.00 4,817.05 3.7 55 -40 -510 EQUIPMENT PURCHASE AND REPAIR .00 .00 5,500.00 5,500.00 .0 55 -40 -520 TESTING 29.78 259.78 1,000.00 740.22 26.0 55 -40 -550 POSTAGE BILLING SUPPLIES .00 623.50 2,500.00 1,876.50 24.9 55 -40 -560 UTILITIES TELEPHONE 22.37 157.63 1,500.00 1,342.37 10.5 55 -40 -650 WW TREATMENT CHARGES /JFOC 12,501.36 60,786.79 185,310.00 124,523.21 32.8 55 -40 -660 JFF CAPREPL RESERVE .00 50,783.00 .00 50,783.00) .0 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 10,000.00 10,000.00 .00 100.0 TOTAL EXPENDITURES 44,873.67 256,366.73 627,420.00 371,053.27 40.9 TOTAL FUND EXPENDITURES 44,873.67 256,366.73 627,420.00 371,053.27 40.9 NET REVENUE OVER EXPENDITURES 43,187.47) 66,637.36 2,092,733.00 2,026,095.64 3.2 FOR ADMINISTRATION USE ONLY 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:30AM PAGE: 24 ASSETS TOWN OF FRASER BALANCE SHEET JULY 31, 2012 PETERSEN TRUST 70 -10100 CASH COMBINED FUND 11,562.13 TOTAL ASSETS 11,562.13 LIABILITIES AND EQUITY FUND EQUITY UNAPPROPRIATED FUND BALANCE: REVENUE OVER EXPENDITURES -YTD 11,562.13 BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY FOR ADMINISTRATION USE ONLY 11,562.13 11,562.13 11,562.13 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:31AM 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 7 MONTHS ENDING JULY 31, 2012 PETERSEN TRUST PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 3.02 15.78 10.00 5.78) 157.8 .00 11,582.35 12,272.00 689.65 94.4 3.02 11,598.13 12,282.00 683.87 94.4 3.02 11,598.13 12,282.00 683.87 94.4 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:31AM 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 7 MONTHS ENDING JULY 31, 2012 PETERSEN TRUST PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT .00 .00 .00 36.00 12,282.00 12,246.00 .3 3.02 11,562.13 36.00 12,282.00 12,246.00 .3 36.00 12,282.00 12,246.00 .3 .00 11,562.13) .0 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:31AM PAGE: 27 ASSETS LIABILITIES AND EQUITY FUND EQUITY FOR ADMINISTRATION USE ONLY TOWN OF FRASER BALANCE SHEET JULY 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 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:31AM 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 JULY 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 58 OF THE FISCAL YEAR HAS ELAPSED 08/03/2012 09:31AM PAGE: 29 NV'i 'dIIMN i oifi'V�io �`MIM1 t ia���lf�fis guallII Old Town Business District Sign: The sign is up! See attached photo. Planner Update for September 5, 2012 RFP— Sicnace: Attached is the Master Wayfinding and Directional Signage Plan RFP that was sent out. The deadline is tonight (8/30/2012) at 5:00 PM. To date, we have received nine RPF's from all across the country. More to come... RPF- Parks, Trails and Open Space Master Plan: Included in the packet is a draft RFP for a Parks, Trails and Open Space Master Plan for discussion purposes. Business Enhancement Grant: We have received a Business Enhancement Grant application from Ron Anderson for site improvements at the Amtrak station. We are awaiting written permission from Amtrak/UP before we present this to the TB for approval. Bicycle Friendly Community Workshop: I attended this FREE workshop with James Shockey (WP Town Planner) and Maura McKnight (HTA) in Breckenridge on August 29. Bill Nesper, League of American Bicyclists, and the Town of Breckenridge, presented information on the Bicycle Friendly Community Program and provided examples of innovative bicycle planning that has enabled Breckenridge to achieve Gold -Level Bicycle Friendly Community status. This program creates a tool for advocates and a roadmap for communities wanting to improve conditions for bicycling. This could be an opportunity for the Fraser Valley! 5 Annual Western Slope Planner's Workshop: I attended this FREE workshop the middle of August. Learned a lot about the state demographics, how the built environment relates to public health, and the dollars and sense of development. Please contact me with questions and /or comments. ctrotter 'atown.fraser.co.us. Thanks. Town of Fraser PO Box 370. Fraser, CO 80442 office 970 726 -5491 fax 970 -726 -5518 v, ,�-w.fi-asercolorado.com (ft, 411liurivas o Request for Proposals August 2012 Purpose: The Town of Fraser is seeking proposals from qualified firms to develop a Master Wayfinding and Directional Signage Plan that: 1. Promotes Fraser businesses and provides a positive image of the business district to encourage consumers and investors to live, work, shop, play and invest in Fraser. 2. Guides visitors from US Highway 40 and guests arriving via Amtrak to key tourism destinations and resources (including parks, trails, trailhead parking, town hall, library, recreation center, points of interest, historical buildings, tourist attractions, etc); 3, Establishes cohesive design standards and consistency for wayfinding signage that is reflective of and enhances the character of Fraser and helps connect the different business districts in town. 4. Identifies opportunities for temporary special event/marketing signage (i.e. holiday decorations, seasonal banners, etc) and attracts visitors to these business districts. Background: Fraser is a small mountain community centrally located within the Fraser Valley in Grand County, approximately 70 miles northwest of Denver. The Town of Fraser encompasses approximately 2,300 acres and is home to 1,200 year -round residents. The physical setting of Fraser is divided by the railroad, the Fraser River and US Highway 40. Berthoud Pass serves as the gateway into the Fraser Valley from the Front Range. The Town of Winter Park and the Winter Park Ski Resort are close neighbors and partners with the Town of Fraser. The Town of Fraser erected standardized business directory signs throughout Town about fifteen (15) years ago. These generic signs are made out of plastic (high- density polyethylene) and list businesses by type and not business name specifically. While they are virtually indestructible, the signs display an old Town logo and are completely ineffective in terms of promoting the businesses and facilities within and adjacent to Town. We are seeking a way to promote a positive image of the business district and improve consumer and investor confidence in the Town and encourage commercial activity and investment in the area, The absence of a comprehensive wayfinding system prevents many users from finding and enjoying our attractions, facilities and businesses. Town of Fraser PO Box 370, Fraser, CO 80442 office 970 726 -5491 fax 970 726-5518 www.frasercolorado.com Scope of Work: The qualified firm would be retained to develop and implement a Wayfinding Signage Master Plan to maximize use of Fraser's assets and resources, with the following overall work tasks: 1. Conduct an assessment of current wayfinding signage. 2, Recommend universal and cohesive design standards for wayfinding elements that are reflective of Fraser's identity and are consistent in color, font, materials, architectural elements and graphics. The recommendations should take into account climate, visibility, safety, maintenance and replacement costs. 3. Develop a recommendation on signage types and placement. 4. Create a map of recommended wayfinding signage locations. 5. Identify opportunities for temporary special event/marketing signage (i.e. holiday decorations, seasonal banners, etc). 6. Prepare a Statement of Probable Cost for the fabrication, installation and maintenance of the system, including number of various sign types and locations. 7. Conduct a maximum of two (2) community meetings to provide broad -based community input. 8. Present for review at one (1) joint Fraser Town Board /Planning Commission meeting, two (2) different schematic design concepts including exact dimensions, letter heights, materials, post and mounting details, color specifications and material performance standards, with written statements regarding rationale for design choices. 9,. Identify potential grant sources for the fabrication and installation of signs. Deliverables: The final deliverable shall be a Wayfinding Signage Master Plan that contains written analysis, recommendations and design (twenty color copies and one electronic copy). In addition, the Consultant shall deliver a presentation on the Master Plan to the Fraser Town Board and Planning Commission at a joint meeting. Response Format: All submittals shall provide the following information for consideration: 1. Introductory Letter: The cover letter shall summarize your firm's background, resources, relevant experience and cost estimate for the total project. Also include the name, address, phone number, email address of the firm and the primary contact who will be involved in the execution of the scope of work. Provide a written description of your firm's intended approach to the project that demonstrates an understanding of the issues and tasks and the firm's ability to fulfill them. 2. Descriptions of Firm, Management and Team Members: Include descriptions of your organization and team. Also include a resume for each of the key team members. 3. Description of Subcontractors: Identify any portion of the scope of work that will be subcontracted. Include firm qualifications and key personnel, telephone number and contact person for all subcontractors. Town of Fraser PO Box 370, Fraser, CO 80442 office 970 -726 -5491 fax 970 726 -5518 www.frasercolorado,com 4. Experience with Similar Projects: Include a brief description of at least three (3) previous projects performed that were similar in scope and complexity to this project. The information should include images or schematics of previous wayfinding design work. Include reference information for such projects, 5. Budget Proposal: Provide itemized costs for the elements listed in the Scope of Work, including travel expenses. Also include a fee schedule for supplemental charges for unforeseen work tasks. Submittal Requirements: Submit an original hard copy and an electronic copy of the proposal, along with three (3) color copies to the Catherine Trotter, Town of Fraser, 153 Fraser Avenue, PO Box 370, Fraser, Colorado 80442, no later than 5:00 p.m. on August 30, 2012 Selection Criteria: All proposals will be reviewed and evaluated by the Town, based on the following factors: Understanding of the scope of work to be performed; Consultant's proposed methods and procedures; Qualifications of the firm and experience with past projects; References; and Budget Proposal. The Town reserves full discretion to determine the capability of respondents. Respondents will provide, in a timely manner, any and all information that the Town deems necessary to make such a decision. The proposals submitted, and any further information acquired will become and are to be considered, a part of the final, completed contract. The Town reserves the right to retain all proposals submitted and use any idea or concepts in a proposal regardless of whether that proposal is selected, The Town may elect not to pursue any of the proposals. For More Information: Any questions regarding this Request for Proposal should be directed to Catherine Trotter, Town Planner at 970 726 -5491 x209 or ctrotter atown.fraserco.us no later than three (3) business days prior to the deadline. Town of Fraser PO Box 370, Fraser, CO 80442 office 970 726 -5491 fax 970 726 -5518 w.:,- ✓v.frasercolorado.com WO 0 1 IV 1 4 cu eF PUBLIC WORKS BRIEFING (As of 8/28/2012 for 9/05 meeting) WATER~ Staff is working on finishing up fire hydrant repairs. We are addressing some well operating issues in the Rendezvous system. See supplemental briefing regarding water fund expenditure requests related to Emergency Power, Controls and Instrumentation improvements. SANITARY SEWER~ Staff has been working with Xcel/PSC staff on a screening solution for the Babey valveset located on the corner of Wapiti Dr and CR8. There is also a sanitary sewer manhole within their easement that we are trying to identify ownership of. that it belongs to the town. More research is needed. Repairs and improvements have been completed on two manholes on a major sewer line that crosses under the UPRR. STREETS~ Drainage swales throughout Rendezvous have been cleaned out and we are in the process of maintaining the shoulders of the roads with new class 6 materials. Several drainage culverts that were plugged or almost plugged were jetted and/or sucked out last week in RV. Lane striping will take place in the next couple of weeks. has completed the Upper Wapiti Drainage Swale project. GARDENER~ Cathleen continues with the second application of noxious weed management. Looking to hire a replacement seasonal gardener. OTHER~ 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 FRASER/WINTER PARK POLICE DEPARTMENT Memo To: Winter Park Town Council, Fraser Board of Trustees From: Glen Trainor, Chief of Police Date: August 8, 2012 Re: July, 2012 Monthly Report In July, we responded to a total of 201 calls for service, of which 118 were in Winter Park, and 60 in Fraser. The remaining calls were other agency assists. This is a new July record for us and in total, is the highest number of calls we have had in over 18 months. A list of the major incidents we responded to is outlined below: Criminal Driving Violations (including DUI) 6 Theft 6 Warrant Arrests 5 Alcohol Violations 4 Trespassing 4 Drug Violations 3 Disorderly Conduct 3 Assault 1 Prohibited Use of a Weapon 1 Officer Don Ransom has completed field training and is now patrolling on his own. Our latest th recruiting process did not yield positive results. It is anticipated we will not hire our 9 officer until at least September, if not later. If you have any questions, please do not hesitate to contact me. 12-Jul 12-Apr 12-Jan 11-Oct 11-Jul 11-Apr 11-Jan 10-Oct 10-Jul 10-Apr 10-Jan 09-Oct 09-Jul 09-Apr 09-Jan 08-Oct 08-Jul 08-Apr 08-Jan 07-Oct 07-Jul 07-Apr 07-Jan 06-Oct 06-Jul 06-Apr 06-Jan 05-Oct 05-Jul 05-Apr 05-Jan 04-Oct 04-Jul 04-Apr 04-Jan 03-Oct 03-Jul 03-Apr 03-Jan 02-Oct 02-Jul 02-Apr 02-Jan 01-Oct 01-Jul 01-Apr 01-Jan 00-Oct 00-Jul 00-Apr 00-Jan 99-Oct 99-Jul 99-Apr 99-Jan 98-Oct 98-Jul 98-Apr 98-Jan 97-Oct 97-Jul 97-Apr 97-Jan 96-Oct 96-Jul 96-Apr 96-Jan 95-Oct 95-Jul 95-Apr 95-Jan 94-Oct 94-Jul 94-Apr 94-Jan Treatment Plant Update: Pre-Treatment Facilities –The bar screen has beentaken out of service, per the manufactures recommendations, cleaned and inspected. No problems were found. Secondary Treatment Facilities –Checked and repairedHVAC system. Someof the fans were not operatingas programmed. Disinfection Facilities –Based on higher test results, theultravioletsystembulbs have beenreplaced in bank-B. We received 15,000 hours ofefficientusefrom the bulbs. Twoballast control boards were also replaceddue tofailure. Solids Handling –The centrifuge hasbeentaken apart due toahigh vibration alarm, upon inspectionwe found the causetobe aloss of tiles from the scroll drive. The digesters are working well after repairs. Site&Landscape –Dead and dying plants have been replaces with 36 new trees and shrubs. SBR –A pressure relief valve has beenordered and thetank will be drained for installation.Once the valve is installed the tank will be refilled and a leakage test performed. The results will besubmitted to the State Health Department. Chemical Building –The project is out forbid. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491fax 970-726-5518 www.frasercolorado.com TUE MON SUN SAT FRI THU WED TUE MON SUN SAT FRI THU WED TUE MON SUN SAT FRI THU WED TUE MON SUN SAT FRI THU WED TUE MON SUN SAT FRI THU WED TUE MON FLOW PER DAY (MGD) INFLUENT FLOWS UPPER FRASER VALLEY TREATMENT PLANT Influent GCWS#1WPRTOF DateDay MGD Influent Flow Influent Flow Influent Flow 1-Jul-12Sun0.6380.250.210.178 2-Jul-12Mon0.5930.2150.1860.192 3-Jul-12Tue0.610.2190.1930.198 4-Jul-12Wed0.630.2230.2080.199 5-Jul-12Thu0.6360.2320.2040.2 6-Jul-12Fri0.710.2470.2170.246 7-Jul-12Sat0.8650.2980.2520.315 8-Jul-12Sun0.7990.2880.2410.27 9-Jul-12Mon0.6690.2250.1970.247 10-Jul-12Tue0.6170.2130.1860.218 11-Jul-12Wed0.6060.210.1820.214 12-Jul-12Thu0.6060.2140.1810.211 13-Jul-12Fri0.6310.2350.1880.208 14-Jul-12Sat0.7190.280.210.229 15-Jul-12Sun0.6960.2510.2090.236 16-Jul-12Mon0.6330.2210.180.232 17-Jul-12Tue0.6180.2050.1890.224 18-Jul-12Wed0.6040.2130.1780.213 19-Jul-12Thu0.6020.2120.1880.202 20-Jul-12Fri0.6740.2610.2080.205 21-Jul-12Sat0.7990.3560.2420.201 22-Jul-12Sun0.8640.4110.2380.215 23-Jul-12Mon0.6970.2980.2050.194 24-Jul-12Tue0.8120.3280.2580.226 25-Jul-12Wed0.7710.3140.2440.213 26-Jul-12Thu0.6890.2760.1990.214 27-Jul-12Fri0.7240.2950.2270.202 28-Jul-12Sat0.7940.3290.2360.229 29-Jul-12Sun0.9370.4550.2520.23 30-Jul-12Mon0.7810.3580.2180.205 31-Jul-12Tue0.6980.3040.2030.191 AVG.0.7010.2720.2110.218 MAX0.9370.4550.2580.315 MIN0.5930.2050.1780.178 AVGMAX TOF 0.2180.315 GCWS 0.2720.455 Totals 0.490.77 a N m ti ti in ti c-1 c-1 N c-1 c-1 N N Capacity Organic I report I I %L'81 I %Z'Lt %S I %E`6 %851 I %S'91 a!IneapAH 1 report %6'0Z %9'ZZ I 23.4% %17'OZ %t'LZ I 5'60'8Z aanleaad uaal 3uanl}}3 1VMlN I report 1 xeN AI!ea Do 1 1 report fenouJas I %17'St- 1 %9'LZ- 1 %o'S I Effluent TIN 1 2Av aeaA Z report 1 1e ;ea }ope1 I e ;ea }o tae] I e ;ea }o tae] I e ;ea }o tae] I e ;ea }o tae] I e ;ea }o tae] I e ;ea }o tae] Ie ;ea }ope1 I e ;ea }o tae] I e ;ea }o tae] I e ;ea }o tae] Ie ;ea }ope1 xeN AI!ea 1 report 17L'91 66'E1 £071 91'0 817171 S1'L 1 817'L Effluent Ammonia 1 2Av aeaA Z ,/i 88'01 LL'0 £9'0 1 St'0' £17'0 17r0 6F0' 6F0' 60'01 O?-0 9£'0' 1/I varies VN VN VN 0'Z 6'1 9'Z 1'Z 0'Z 8'1 8'1 1'1 VN Violations laximum 1, S17'1 01 1 01 1 9.'0 08'9 S8'0 61'0 J Ai1ea 1 i/w varies 1 1 11 £1 OZ 1 ZZ £Z 0£ 17S £S £17 1 17? 171 I Z1 2Av Aea OE 1/ w LS'0 L£'0 017'0 01'0 08'0 017'0 1/ w 1 1 varies 9'S 1 a S'Z 1 £1 £1 L1 OZ L1 S1 Z1 1 00 9'1 I Permit Limit I 1 January 1 February I March I !lady I aunt I Alnf 1 August 1 1 September I October I November 1 December July 12, 2012 Town of Fraser P. O. Box 370 Fraser, CO 80442 To the Honorable Mayor and Trustees of the Town of Fraser: RE: IPCS BEST Grant Determination Indian Peaks Charter School (970- 887 -3805) Willa Moore, Secretary, Governing Board (970 -531 -7470) Kim W. Hanna, President, Governing Board Sheila Kesler, Vice President, Governing Board Sonny Fichter, At Large Member, Governing Board Polly Gallagher, Academic Director Sandy Pedersen, Grants Coordinator (970- 887 -3759) Indian Peaks Charter School 91 W. Diamond Ave., PO Box 1819, Granby, CO 80446 970.887.3805 (tel), 970.887.3829 (fax) On behalf of the Governing Board and Staff of Indian Peaks Charter School, thank you for hearing us this past year as IPCS pursued a Building Excellent Schools Today (BEST) grant. At the June 27 -28 meetings of the Colorado Department of Education (CDE) Capital Construction Assistance Board (CCAB), IPCS' application was not selected to go forward to the State Department of Education for final consideration. The CCAB considered 74 requests totaling $439,870,745. About one -third of these will be awarded a BEST grant. The CDE CCAB staff representatives working with IPCS were forthcoming in their discussion with us a few days after the decision was made. While the need for a new IPCS facility was acknowledged, our application was denied, primarily for the following reasons: 1) the potential availability of an existing vacant school facility in our school district, and 2) the lack of sufficient match funds offered by IPCS. While this is disappointing, IPCS still needs to look for a replacement facility and is considering other options. A submittal for a BEST grant is still an option. The IPCS Governing Board yesterday also renewed its determination to continue its pursuit of grants and donations of land and money. We believe that as our County continues to experience a reduction in population and school enrollments, an infusion of a $5+ million construction project with a resultant new facility would be a positive aspect. Further, as important as schools are to potential new residents, a school of choice within Grand County is a welcomed community asset for some families considering Grand County as their new home. IPCS plans to continue our dialog with EGSD, Grand County, our Town Boards, and the general public; and, therefore, ask for your continued support. Thank you again. Please do not hesitate to contact us if you have additional questions.