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TC Council Packet 02-23-2000TOWN OF AVON LOCAL LIQUOR LICENSE AUTHORITY AGENDA Wednesday, February 23, 2000 - 8:00 AM 1. Call to Order / Roll Call 2. Application for New OR Renewal Liquor License a.) Application for New Retail Liquor Store License Applicant: Bachelor's Wine and Spirits Address: 1060 W. Beaver Creek Blvd. Avon, CO 81620 Officers: J. Michael Collins, President David Rovelstad, Vice President 3. Other Business 4. Approval of the Local Liquor License Authority Minutes a.) Approval of the February 8, 2000 Meeting Minutes 5. Adjournment MINUTES OF THE LOCAL LIQUOR LICENSING AUTHORITY MEETING HELD FEBRUARY 8, 2000 The Avon Town Council acting as the Local Liquor Licensing Authority for the Town of Avon, Colorado, convened at 5:23 PM in the Municipal Building, 400 Benchmark Road, Avon, Colorado. Boardmembers of the Authority present were Vice-Chairman Bob McIlveen, Boardmembers Jim Benson, Debbie Buckley, Rick Cuny, Mac McDevitt, and Buz Reynolds. Chairwoman Judy Yoder was absent. Also present were Town Manager Bill Efting, Town Attorney Burt Levin, Assistant Town Manager Larry Brooks, Town Clerk Kris Nash, Police Detective Alan Wilson, Community Development Director Mike Matzko, Transportation Director Harry Taylor, Town Engineer Norm Wood, Public Works Director Bob Reed, Fire Chief Charlie Moore, Executive Assistant Jacquie Halburnt as well as members of the press and public. Application for Renewal Hotel and Restaurant Liquor License for Masato's Inc. dba Masato's Restaurant. There was no one present to represent the applicant. Town Clerk Nash stated everything in order. Town Attorney Levin stated everything is in order. Police Detective Wilson stated they have no concerns. Boardmember Benson motioned approval of the Renewal Hotel and Restaurant Liquor License for Masato's Inc. dba Masato's Restaurant. Boardmember Buckley seconded the motion. The motion carried unanimously. Approval of the Local Liquor License Authority Minutes. Boardmember Buckley motioned approval of the January 25, 2000 meeting minutes. Boardmember Reynolds seconded the motion. The motion carried unanimously. There being no further business to come before the Authority, Boardmember Reynolds motioned to adjourn. Boardmember Benson seconded the motion. The motion carried unanimously, and the meeting adjourned at 5:25 p.m. APPROVED: Jim Benson Debbie Buckley Rick Cuny Mac McDevitt Bob McIlveen Buz Reynolds Judy Yoder Secretary for the Local Liquor Licensing Authority ¦ IJR M04 (07/97) Pagel r OLORADO DEPARTMENT OF REVENUE 21 LjDUOR ENFORCEMENT DIVISION COLORADO LIQUOR SHERMAN CO 80 CO80261 STREET DENVER OR 3.2% FERMENTED MALT BEVERAGE RETAIL LICENSE APPLICATION ® NEW LICENSE ? TRANSFER OF OWNERSHIP ? LICENSE RENEWAL • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN • APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL LICENSE FEE $ 2 - 5D • APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE Call 303321-4164) DO NOT WRITE IN THIS SPACE 1. Applicant is applying as a ? Corporation ? Individual (9 ? Limited Liability Company ? Partnership (includes Limited Liability and Husband and Wife Partnerships) ? Association or Other 2. me of Applicant(s) If partpership, list partners' names (at least two); if corporation, name of corporation r. h e Ln 2 S (.t I n d -4- ,::? P I Q T c 12a. Trade Name of Establishment (DBA) State Sales Tax No. Business Telephone C?.YhP j\ 0A--7-)-1 3. Address of Premises (specify exact location of preryl!ses) City County State ZIP Code I1C_ C° p O I (P L6 4. Mailing Address (Number and Street) City or Town State ZIP Code CCU CO 9((01-0 5. If the premises currently have a liquor or beer license, you MUST answer the following questions: esent Trade Name of Establishmen (DBA) \ ? ? W,"t) 4- ,V:A'S Present State License No. 10-Sy22?- Present lass of License ?l, c. Present Expiration Date 0 {??? 1 ?-. SECTION A APPLICATION FEES LIAB SECT ON D LIQUOR LIC SE FAES 2360 Late Renewal Application Fee ................................ $500.00 1940 Retail Liquor Store License (city) $202 50 2300 2300 ? Application Fee for New License .............................. 650.00 - Application Fee-New License Concur t R i 7 1940 ........................ . ? Retail Liquor Store License (county) ..................... 287.50 2310 ren ev ew .... 50.00 ? Application Fee for Transfer of Ownershi 650 00 1950 ? Liquor Licensed Drugstore (city) .......... 202.50 p ............... . 1950 ? Liquor Licensed Drugstore (county) 287 50 SECTION B 3.2% BEER LICENSE FEES 1960 ..................... . ? Beer & Wine Licen it se (c ................................... y) 326.25 2121 ? Retail 3.2% Beer On Premises - (city) ...................... $71.25 1960 ? Beer & Wine License (county) .............................. 411.25 2121 ? Retail 3.2% Beer On Premises - (county) ................... 92.50 1970 ? H & R License ? city ? county ......................... 475.00 2122 ? Retail 3.2% Beer Off Premises - (city) ........................ 71.25 1980 ? H & R License w/opt Prem ? city ? county ...... 475.00 2122 ? Retail 3.2% Beer Off Premises - (county) ................... 92.50 1990 ? Club License ? city ?county ............................283.75 2123 ? Retail 3.2% Beer On/Off Premises - (city) .................. 71.25 2010 ? Tavern License ? city ? county ........................ 475.00 2123 ? Retail 3.2% Beer On/Off Premises - (county) ............. 92.50 2020 ? Arts License ? city ? county ............................. 283.75 SECTION C RELATED FEES AND PERMITS 2030 ? Racetrack License ? city ? county .................... 475.00 2210-100 (999), ,Retail Warehouse Storage Permit ........ $75 00 2040 ? Optional Premises License E] city ? county ...... 475.00 .............. . 1980-100 (999) ? Addition of Optional Premises to existing hotel/restaurant 1905 ? Retail Gamin Tavern Lic 9 ?city ? county ........ 475.00 $75.00 x Total Fee 1975 ? Brew-Pub License ................................................. 725.00 1970-750 (999) ? Manager's Registration (hotel & restaurant only) ... $75.00 . ? Other ........................................ No Fee 3.2% Beer On/Off Premises Only Delivery Permit ........................... ............. No Fee }Retail Liquor Store Delivery Permit DO NOT WRITE IN THIS SPACE - FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION County City Industry Type License Issued Through (Expiration Date) License Account Number Liability Date State -750(999) City 2180-100 (999) County 2190-100 (999) Managers Reg 1970-750 ()99) Cash Fund New U-n" 2300-100 Cash Fund Transfer L{cems TOTAL 2310-100 (999) -- (999) I A DR 8404 (07/97) Page 2 APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET Instructions: This check list should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority, ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED 1. APPLICANT INFORMATION ® A. Applicant/Licensee identified. ? B. State sales tax license number listed or applied for at time of application. ? C. License type or other transaction identified. ? D. Return original & 2 copies to local authority. ? E. Additional information may be required by the local licensing authority. If. DIAGRAM OF THE PREMISES 0 A. No larger than 8 1/2" X 11". ? 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). ? D. Kitchen - identified if Hotel and Restaurant. III. PROOF OF PROPERTY POSSESSION El 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. ? D. Other Agreement if not deed or lease. IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS ] A. Individual History Record(s) (Form DR 8404-1). ? B. Fingerprints taken and submitted to local authority. (State authority for master file applicants.) ? C. Purchase agreement, stock transfer agreement, and or authorization to transfer license. ? D. List of all notes and loans. V. CORPORATE APPLICANT INFORMATION (If Applicable) ? A. Certificate of Incorporation (and/or) 01 B. Certificate of Good Standing if incorporated more than 2 years ago. ? C. Certificate of Authorization if foreign corporation. ? D. List of officers, directors and stockholders of parent corporation (designate 1 person as "principal officer"). VI. PARTNERSHIP APPLICANT INFORMATION (If Applicable) -p A. Partnership Agreement (general or limited). Not needed if husband and wife. VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION (If Applicable) Q A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office). ? B. Copy of operating agreement. ? C. Certificate of Authority (if foreign company). VIII. MANAGER REGISTRATION FOR HOTEL AND RESTAURANT LICENSES WHEN INCLUDED WITH THIS APPLICATION ? A. $75.00 fee. ? B. Individual History Record (DR 6404-1). 1DR 8404 (07/97) Page 3 6. Is the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stock- holders or directors if a corporation) or manager under the age of twenty-one years? Yes No ? 0 7. Has the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation) or manager ever (in Colorado or any other state); (a) been denied an alcoholic beverage license? 0 (b) had an alcoholic beverage license suspended or revoked? O (c) had interest in another entity that had an alcoholic beverage license suspended or revoked? If o an d ? 12 y swere u yes to 7a, b or c, explain In detail on a separate sheet. Be. Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the preceding two years? If "yes," explain in detail 11 8b. Has a 3.2 beer license for the premises to be licensed been denied within the preceding one year? If "yes," explain in detail. ? 8. Are the premises to be licensed within 500 feet of any public or private school that meets compulsory education requirements of Colorado law, or the principal campus of any college, university or seminary? 10. Has a liquor or beer license ever been issued to the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation)? If yes, identity the name of the business and list any ? current financial interest in said business including any loans to or from a licensee. 11. Does the Applicant, as listed on line 2 of this application, have legal possession of the premises for at least 1 year from the date that this license will be issued by virtue of ownership, lease or other arrangement? ® ? ® Ownership E9 Lease ? Other (Explain in Detail) a. If leased, list name of landlord and tenant, and date of expiration, EXACTLY as they appear on the lease; Landlord rn?rrtnP CnQ;Q ? Tenant f? c Expires , 2 0 Attach a diagram and outline the area to be licensed (including dimensions) which shows the bars, brewery, walls, partitions, entrances, exits and what each room shall be utilized for in this business This dia ram should be l h " ' ' . g no arger t an 8 1/2 X 11 . (Doesn t have to be to scale) 12. Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies), will loan or give money, inventory, furniture or equipment to or for use in this b sin s ill h e s; or w u o w receive money from this business. Attach a separate sheet if necessary. NAME DATE OF BIRTH FEIN OR SSN INTEREST Attach copies of all notes and security instruments, and any written agreement, or details of any oral agreement, by which any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume , profit, sales, giving of advice or consultation. 13. Optional Premises or Hotel and Restaurant Licenses with Optional Premises Yes No A local ordinance or resolution authorizing optional premises has been adopted. ? 21 Number of separate Optional Premises areas requested. 14. Liquor Licensed Drug Store applicants, answer the following: (a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of Yes No Pharmacy? COPY MUST BE ATTACHED. ? 15. Club Liquor License applicants answer the following and attach: (a) Is the applicant organization operated solely for a national, social, fraternal, patriotic, political or athletic purpose and ? '® not for pecuniary gain? (b) Is the applicant organization a regularly chartered branch, lodge or chapter of a national organization which is ? ®' operated solely for the object of a patriotic or fraternal organization or society, but not for pecuniary gain? (c) How long has the club been incorporated? (d) How long has applicant occupied the premises (Three years required) to be licensed as a club? (Three years required) 16. Brew-Pub License Applicants answer the following: (a) Has the applicant received or applied for a Federal Brewers Notice? ? ? (Copy of notice or application must be attached) of Birth Hotel & Res Lic. 17s. Name of Manager (if this is an application for a Hotel and Restaurant License, the manager must also submit an Individual History Record (DR 8404-I). Sz e Ye ? ? 17b. Does this manager act as the manager of, or have a financial interest in, any other liquor Yes No licensed establishment in the State of Colorado? If yes, provide name, type of license and account number. ? ®' 18. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners, officers, directors, stockholders, members (LLC) or managing members (LLC) and any other ersons with 10% Yes No p a or greater financial interest in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? ? If yes, provide an explanation and include copies of any payment agreements. DR 8404 107/971 Page 4 19. If applicant is a corporation, partnership, association or a limited liability company, it is required to list by position all officers and directors, general partners, managing members, all stockholders, partners (including limited partners) and members who have a 10% or greater financial interest in the applicant. All persons listed here or by attachment must submit and attach a DR 8404-1 (Individual History Record) and provide fingerprint cards to their local licensing authority. NAME HOME ADDRESS, CITY & STATE DATE OF BIRTH POSITION % OWNED Additional Documents to be submitted by type of entity CORPORATION ? Cert. of incorp. IGJ Cert. of Good Standing (if more than 2 yrs. old) ? Cert. of Auth. (if a foreign corp.) PARTNERSHIP ? Partnership Agreement (General or Limited) ? Husband and Wife partnership (no written agreement) ? LIMITED LIABILITY COMPANY ? Articles of Organization ? Cert. of Authority (if foreign company) ? Operating Agrmt. ? ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties Registered Agent (if applicable) Address for Service OATH OF APPLICANT i declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. I also acknowledge that it is my responsibility and the responsibility of my agents and employees to comply with the provisions of the Colorado Liquor or Beer Code which affect my license. orized Si nat"- w Title ?) Date -L4-co I REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY (CITY/COUNTY) Date application filed with local authority Date of local authority hearing (for new license applicants; cannot be less than 30 days from date of application 1247-311 (1)) C.R.S. Each person required to file DR 8404-1: Yes No a. Has been fingerprinted ® ? b. Background investigation and NCIC and CCIC check for outstanding warrants conducted ® ? C. The liquor licensed premises is ready for occupancy and has been inspected by the Local Licensing Authority. ® ? If "no", the building will be completed and ready for inspection by (date) The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 12, Article 46 or 47, C.R.S. THEREFORE, THIS APPLICATION IS APPROVED. Loca1`Licen ' g,A"0ori)v for Tel,-Phone Number TOWN, CITY - COUNTY re Title Date Signature (attest) Title Date If premises are located within a town or city, the above approval should be signed by the mayor and clerk, if in a county, then by the chairman of the board of county commissioners and the clerk to the board. If, by ordinance or otherwise, the local licensing authority is some other official, then such approval should be given by such official. `Feb-11-00 10:51A L_M- Gillette/D-P. Rovels (970)926-6867 P_02 COMMERCIAL LEASE AGREEMENT 1.0 PARTL S. This lease agreement is entered into by and between J. Michael Collins S"Landlord"), and Bachelor's Wines & Spirits, Inc., a Colorado corporation ("Tenant'). 2.0 PREMISES. A. Landlord hereby leases to Tenant and Tenant leases from Landlord, at the rental, and upon all of the conditions set forth herein, that certain real property situated in the County of Eagle, State of Colorado, commonly known as Unit 1B, `Westgate, located on Lot 3, Block 3, Benchmark 1t Beaver Creek Subdivision, according to the plat thereof recorded in the office of the Clerk and Recorder of Eagle County, Colorado. Said property contains 1190 rentable square feet more or less. Said real property, including the land and all of the improv,,ments appurtenant thereto are herein called the "Premises." B. The use and occupation by Tenant of the Premises shall include use in common with others entitled thereto of the Common Areas, as defined in the Declaration for Westgate (the "Declaration"), subject, however, to the terms and conditions of this Lease, the Articles of Incorporation (the "Articles") and Bylaws (the "Bylaws") of the Westgate Association (the "Association"), and to reasonable rules and regulations for the use thereof prescribed from time to time by the Association. 3.0 'PERM. A. The terns of this Lease shall be for ten (10) years, commencing on the date of Landlord's acquisition of the Premises (the "Commencement Date"), and ending on the same date during the year 2007, unless sooner terminated pursuant to the provisions hereof. B. If the Tenant is not in substantial default under any term or condition hereof, and if this Agreement has not been terminated by either party in accordance herewith, Tenant shall have the option to renew and extend the term of this agreement for one (1) additional five (5) year terms (the Secondary Term"), to be exercised by the giving of not less than ninety (90) days advance notice in writing to Landlord of Tenant's intent to so renew, by United States Mail, postage prepaid and return receipt requested, such notice to be deemed to be received by Landlord five (5) days after the mailing hereof. All terms and conditions of this Agreement shall remain the same. 4.0 RENT. A. Tenant shall pay to Landlord a fixed minimum rent at an annual rate of TWENTY FOUR THOUSAND DOLLARS ($24,000.00) payable monthly in advance in ONE HUNDRED TWENTY (12p) equal installments of TWO THOUSAND DOLLARS ($2,000.00) on the first delay of each and every calendar month during the term of this Lease. B. The fixed minimum rent shall be adjusted upward on January 1st of every year of this Lease, beginning on March 1, 1999, calculated as follows: the adjustment shall be made by reference to the "All Items" index figures showsi in the "Consumer Price index - United States Ci,.y Average for Urban Wage Earners and Clerical Workers" (1982-84= 100) published by the Bureau of Labor Statis?-ics of the U. S. Department of Labor, provided further that, in no event shall the fixes' minimum rent or any calendar year be less than such 'rent for the immediately preceding calendar year. C. If a local or regional "All Items" index figure is available from the Bureau of -abor Statistics, the index figure for the smallest portion of the Unitcd-States which Feb-11-00 10:51A L.M. Gillette/D.P. Rovels (970)926-6867 P.03^ includes Denver, Colorado, shall be used for the purposes of the within calculation. Ifno index figure is available for such date, the figure for the nearest date thereto, for which such a figure is available, shall be used. D. If said index is hereafter discontinued in its present forma or if the basis upon which it is now calculated shall be revised, an appropriate conversion of the revised index to a common base shall be made based upon conversion factors published by the Bureau of Labor Statistics or otherwise available. Fixed minimum rent shall first be payable on the Commencement Date and a fractional month at the commencement or expiration of the term shall be prorated. Said rent shall be delivered to Landlord at the address stated herein or to such other place as the Landlord may designate in writing. 5.0 ADDITIONAL CHARGES. This Lease is what is commonly called a "triple net lease," it being understood that Landlord shall receive the rent set forth in Section 4.0 above free and clear of any and all impositions, taxes, real estate taxes, liens, charges or expenses of any nature whatsoever in connection with. the ownership and operation of the Premises including, without limitation, all of the real property taxes and any and all Common Area maintenance and capital improvement charges assessed against the square foot per year and include, without limitation, common utilities, pest control, security, snow shoveling and removal, parking area maintenance and repairs, trash removal, insurance, real estate taxes, maintenance, repairs, cleaning common areas, cleaning supplies, water, sewer, landscape, management, natural gas, management, and reserve for replacements, all as more fully set forth in the Declaration. In addition to the rent required by Section 4.0, Tenant shall timely pay to the parties respectively entitled thereto on or before the date such payment is due all impositions, insurance premiums, operating charges, maintenance charges, construction costs, ppersonal property taxes and any other charges, costs and expenses which arise or may be contemplated under any provisions of this Lease during the term hereof. All such charges, costs and expenses shall constitute additional charges, and upon the failure of Tenant to pay any of such costs, charges or expenses, landlord shall have the same rights and remedies as otherwise provided in this Lease for the failure to pay rent and shall be deemed part of the rent for all purposes herein. It is the intention ofthe parties hereto that this Lease shall not be terminable for any reason by the Tenant and that the Tenant shall in no event be entitled to any abatement of or reduction in rent payable hereunder, except as herein expressly provided. Any present or future law to the contrary shall not alter this agreement of the parties. 6.0 RIGHT OF FIRST REFUSAL. A. If, at any time after the commencment of the term of this Agreement, Landlord shall desire to offer to sell the Premises or any. part thereof, or shall receive from a third party a bona fide offer to purchase the Premises or any part thereof which the Landlord desires to accept, the Landlord, before making or accepting the offer, as the case may be, shall send the Tenant and each of it's stockholders, a copy of the contract for the sale of the Premises embodying the terms of the offer, which shall have been duly executed by the Landlord, together with a written notification from the Landlord of Landlord's intention to make or accept the offer embodied in the contract, as the case may be, if the offer is not accepted by the Tenant. B. The Tenant shall have the right, within fourteen (14) days of the receipt of the contract and the written notice, to contract to purchase the remises or such part thereof on the terms and conditions set forth in the contract. In the event the Tenant elects to accept the offer embodied in the contract, the Tenant must do so by executing one copy of the contract and returning it to the Landlord within the fourteen (14 day period. In the event that the Tenant does not exercise the foregoing right of ?irst refusal, it's stockholders shall have the pro rata right to purchase the pproperty; in the event that any shareholder does not wish to exercise such rights, the right of the other stockholders to purchase the Property shall be increased on a pro rata basis. C. If the Tenant does not accept the offer embodied in the contract within the Feb-11-00 10:52A L_M. Gillette/D.P. Rovels (970)926-6867 P.04 fourteen (14) day pperiod provided in paragraph B hereof, then the offer embodied in the contract shall be aeemedwithdrawn and the Landlord shall be free for a period of six months (6) months from the expiration of the fourteen (14) day period to sell or offer to sell the Premises or such part thereof to third parties on terms not less favorable to the Landlord that those set forth in the contract and clear of this Right of First Refusal. In the event-the Premises or such part thereof is not sold to a third party within the six (6) month period, then any further offer to sell or to purchase the Premises or any part thereof must first be submitted to the Tenant in accordance with the provisions of Paragraph 6.0. D. This Agreement shall be subordinate and junior to the legal operation and effect of any present or future mortgage or deed of trust which is now or hereafter becomes alien on the Premises. 7.0 COMMON AREAS. A. As the term is used herein, the "Common Areas" shall mean all those areas defined in the Declaration as "general common elements"; provided,. however, that Common Areas shall not include "limited common elements" as defined in the Declaration unless appurtenant to the Premises. Tenant shall not at any time interfere with the rights of Landlord or others entitled to similar use of the Common Areas. B. All of the Common Areas shall be subject to the control and management of the Association, which shall have the right, but not the obligation, from time to time to establish modify and enforce reasonable rules and regulations with respect thereto. Utility lines will be provided to a point or points abutting the Premises but Tenant acknowledges and agrees that Tenant is responsible for extending such lines into the Premises and their setup therein. Tenant agrees to abide by all such rules and regulations. Landlord, on behalf of itself ' and for the Association, further reserves the right to change the area, to rearrange the area, and to restrict or eliminate the use of, any op th a Common Areas, and do such other acts in and to the Common Areas as perm fitted by he Declaration. Al. such actions, including such action or inaction as to rules and regulations for Common Areas, shall not deemed an eviction of Tenant or a disturbance of Tenant's use of the Premises. C. Included in the foregoing is any assessment imposed by the Association as a result of ag damage to the Premises or the Common Areas intentionally or negligently caused by Tenant or its employees: agents, servants, customers or other invitees, which assessments shall be the responsibility of Tenant and Tenant shall pay to Landlord, upon demand and as additional rental, the amount of such assessments. In addition, Tenant shall be responsible for and shall pay all "special assessments", as more particularly defined in the Declaration, levied and assessed by the Association against the Premises. 8.0 CONDITION OF PREMISES AND TENANT IMPROVEMENTS. Tenant shall be conclusively deemed to have accepted the Premises in the condition existing as of the date of Tenant taking possession hereunder, subject to all applicable zoning, municipal, county, and state laws, ordinances and regulations governing and regulating the use of the Premises, and this Lease subject thereto and to A matters disclosed thereby. Tenant acknowledges that Landlord has not made any representation or warranty as to the suitability of the Premises for the conduct of Tenant's purposes. 9.0 MAINTENANCE. A. Tenant shall, during the term of this Lease, keep in good order, condition, and repair the Premises and every part thereof, structural or non-structural, including, without limitation, plumbin , electrical and mechanical e9uipment serving the Premises which are not part of the Common Area expenses, and Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at the Landlord's expense or to terminate this Lease because-of Landlord's failure to keep the Premises in good order, condition and repair. Feb-11-00 10:52A L_M. Gillette/D_P. Rovels (970)926-6867 P.05r B. If Tenant refuses or neglects to commence repairs within 10 days after written demand by Landlord, or fails to adequately complete such repairs within a reasonable time thereafter, Landlord may, in addition to any other remedy Landlord may have, matte the repairs without liability to Tenant for any loss or damage that may occur to Tenant's property or business by reason thereof, and if Landlord makes such repairs, tenant shall ay to Landlord on demand as additional rent the costs thereof with interest at the rate of eighteen percent (18%) per annum from the date of payment by Landlord until paid in full by Tenant. 10.0 ALTERATIONS AND ADDITIONS. A. Tenant shall not, without Landlord's prior written consent, matte any alterations, improvements or additions in or about the Premises, As a condition to giving such consent, Landlord may require that Tenant remove any such alterations, improvements, additions or utility installations at the expiration of the term, and to restore the Premises to their prior condition. Unless Landlord requires their removal all such alterations, improvements or additions shall become the property of Landlord and shall be surrendered-v4th the Premises at the expiration of the term. B. All alterations, additions, improvements and fixtures, including, without limitation, lighting fixtures, ducts, controls, diffusers, filters or other equipment for distribution of heating and cooling, and other personal property which may be made or installed by, for and on behalf of Tenant, upon the Premises, and which in any manner as attached to the floors, walls, or ceilings shall become the property of Landlord at the time of installation and shall remain upon and be surrendered with the Premises at the time of termination of this Lease as apart of the Premises, without disturbance, molestation or injury. Any tile, linoleurn or floor covering of similar character which may be cemented or otherwise adhesively affixed to the floor of the Premises shall be and become the property of Landlord absolutely upon installation. During the term of this Lease, Tenant shall not remove or damage the above described improvements and fixtures without the written consent of Landlord. 11.0 SURRtNDM7 Oh PREMISES. On the last day. of the tcrm hercof, or on any sooner termination, Tenant shall surrender the Premises to Landlord in good condition, broom clean, ordinary wear and tear excepted. 12.0 INSURANCE. A. Insuring Party. As used in this Section 12.0, the term "insuring party" shall-mean the Party who has the obligation to obtain the insurance required hereunder. Unless otherwise specified herein, the insuring party shall be Tenant. Whether the insuring party is the Tenant or the Association, Tenant shall, as additional rent for the Premises, pay the cost of all insurance required hereunder. B. Liability Insurance. The Tenant shall obtain and keep in force during the term of this Lease a policy of com-)rehensive public liability, bodily injury and property damage insurance insuring Landlord and Tenant against any liability arising out of the ownership, use, occupancy or main::enance of the Premises and all areas appurtenant or adjacent thereto with a combined single limit coverage of not less than $1,000,000.00. The limits of said insurance shall rat, 'however, limit the liability of Tenant hereunder. If the Tenant shall fail to procure and maintain said insurance the Landlord may, but shall not be required to, procure and maintain the same, butat the expense of Tenant. C. Property Insurance. The .;association shall obtain and keep in force during the term of this Lease They or policies of insurance covering loss or damage to building incorporating the Premises, in the amount of the full replacement value thereof in amounts and coverages determined by the executive board of the Association. Tenant shall obtain and keep it force during the term of this Lease fire and extendcd coverage 'd'eb-11-00 10:53A L_M_ Gillette/D_P_ Rovels (970)926-6867 P_06 insurance insuring all alterations and additions made by Tenant to the premises and of all of its fixtures, inventory, furniture and equipment for the full replacement value thereof with the broadest coverage (all risk) on a one hundred percent (100%) co-insurance form insuring against all risks of direct physical loss and excluding only such unusual perils as nuclear attack, earth movement, flood and war. Said insurance shall provide for payment for loss thereunder to Landlord as Landlord's interest may appear or to the holder of a first mortgage or deed of trust on the Premises. If the insuring party shall fail to procure and maintain said insurance Landlord may, but shall not be required to, procure and maintain the same, but at the expense of Tenant. D. Insurance Policies. Insurance required hereunder shall be in companies rated A+ AAA or better in "Best's Insurance Guide." The insuring pagy shall deliver prior to possession to the other party copies of such insurance or certificates evidencing the existence and amounts of such insurance with loss payable clauses satisfactory to Landlord. No such policy shall be cancelable or subject to reduction of coverage or other modification except after ten (10) prior written notice to Landlord. If Tenant is the insuring party, Tenant shall, within ten (10) dar prior to the expiration of such policies furnish Landlord with renewals or "bindders' thereof, or Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall be payable by Tenant upon demand. Tenant shall not do or ermit to be done an bin which shall invalidate the insurance policies referred to erein, yt g Tenant shall forthwith, upon Landlord's demand, reimburse Landlord for any additional premiums attributable to any act or omission or operation of Tenant causing 'such increase in the cost of insurance. If landlord is the insuring party, and if the insurance policies maintains hereunder cover other improvements to the Premises, Landlord shall deliver to Tenant a written statement setting forth the amount of any such insurance cost, increase and showing in reasonable detail the manner in which it has been computed. E. Waiver of Subrogation. Tenant and Landlord each waives any and all rights of recovery against the ether, or against the officers, employees agents and representatives of the other, for loss of or d? mage to such waiving party or its Property or the property of others under its control, where such loss or damage is insured against under any insurance policy in force at the time of such loss or damage. Tenant and Landlord shall, upon obtaining the politics of insurance required hereunder, give notice to the insurance carriers that the foregoing mutual waiver of subrogation is contained in this Lease. F. Exem tion'of Landlord from Liability. Tenant hereby agrees that Landlord shall not be Liable for injury to Tenant's business or any loss of income therefrom or for damage to the goods, wares, merchandise or other property of Tenant, Tenant's employees, invitees, customers, or any other person in or. about the Premises; nor. unless through its negligence, shall Landlord be liable for in1'ury to the person of Tenant, Tenant's employees, agents or contractors and invitees, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water, or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, applications, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the said damage or injury results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or laces and regardless of whether the cause of such damage or injury or the means of repo ring the same is inaccessible to Landlord or Tenant. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant, if any, of the building in which the Premises are located. 13.0 HOLD HARM MSS. Tenant shall indemnify, defend and hold Landlord harmless from any and all claims %rising from, Tenant's use of the Premises or from the conduct of its business or from any activity, work or things which may be permitted or suffered by Tenant in or about the Premises and shall further indemnify, defend and hold Landlord harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the provision of this Lease or arising fronn any negligence of Tenant or any of its agents, contractors, employees or invitees and from any and all costs, attorney's fees, expenses and liabilities Feb-11-00 10:53A L.M. Gillette/O_P. Rovels (970)926-6867 P_07t incurred in the defense of any such claim or any action or proceeding brought thereon. Tenant hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause, and Tenant hereby waives all claims in respect thereof against Landlord, excepting where said damage arises out of negligence of landlord. 14.0 UTILITIES. A. Tenant shall timely pay for all water, gas, heat, light, power, telephone, and other utilities and services supplied to the Premises (unless provided by the Association and paid for through the collection of general common assessments), together with any taxes thereon, and to The extent possible shall contract for the same in Tenant's own name and on separate meters. The cost of installation, start-up or other charges related to any utility shall be borne by Tenant. If any such services are not separately metered. to Tenant, Tenant shall pay a reasonable proportion-to be determined by Landlord or the Association, as is applicable, of all charges jointly metered with other Premises. B. Landlord does not warrant or guarantee the continued availability of any or all of the utility services necessary or desirable for the use of the Premises by Tenant. In no event shall the interruption, diminution or cessation of such availability be construed as an actual or constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of its rent obligations under this Lease on account thereof. In the event that a deposit is required by a public or quasi-public organization in order to furnish or agree to furnish any service to the Premises, Tenant agrees and covenants to pay such charge or deposit or its pro rata share thereof.' Any money so paid shall not entitle Tenant to an offset or reduction of its rent liability under this Lease, nor shall Landlord be obligated to return, repay or credit Tenant for any money so paid. 15.0 DEFAULT AND REMEDIES OF LANDLORD. A. Tenant shall have breached this Agreement and shall, be considered in default hereunder if (i) Tenant files a petition in bankruptcy or insolvency or for reorganization under any bankruptcy act, or makes any assignment for the benefit of creditors; (ii) involuntary proceedings are instituted against Tenant under any bankruptcy act; (iii) Tenant fails to pay any rent when due; or (iv) Tenant fails to perform or comply with an of the covenants or conditions of this Agreement and such failure continues for a period of ten (10) days after receipt of notice thereof from landlord. B. In the event of breach of this Agreement as set forth hereinabove, this Lease, at re-enter and repossess the Premises without being liable to any prosecution therefore. The Landlord may, a; his election, re-let the demised Premises or any part thereof, as the agent of Tenant, and Tenant shall pay to the Landlord the difference between the rent hereby reserved for the portion of the term remaining at the time of re-entry or repossession, and the amount, if any, received or to be received under such re-letting for such portion of the term. C. Upon the termination of this lease or upon the termination of Tenant's right to possession, Tenant, shall a^ once surrender possession of the Leased Premises and if such possession is not ir_u:xd:ately surrendered, Landlord may re-enter the Premises and repossess its former estate and remove all persons and effects therefrom, using such force as may be necessary without being guilty of any manner of trespass or forcible entry or detainer. If Tenant shall :-ail or refuse to remove any property from the Premises within five (5) days after receipt -.f written notice to so rerr_ov;: such prcpcrty, Tenant shall be Feb-11-00 10:54A L_M_ Gillette/D.P. Rovels (970)926-6867 R.08 conclusively presumed to have abandoned same and title thereto shall pass to Landlord without any cost, either by setoff or otherwise, and Landlord may accept title to same or at Tenant's expense, may remove the same or any part thereof and store the some for Tenant's account and at Tenant's expense. 16.0 LATE RENT PAYMENT. Any payment of Rent, additional rent or any obligation hereof, which may be satisfied by the Payment of money, shall bear interest at the rate of eighteen percent (18%) per annum from the date due until paid. Tenant acknowledges that late payments by Tenant to Landlord of such rent and other charges will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such! costs include, without limitation processing and accounting charges, and late charges that may be imposed on Landlord by the terms of any encumbrance and notes secured by encumbrance covering the Premises. Therefore, if any installments of rent due from Tenant is not received by Landlord within five (5) days following its due date, Tenant shall pay to Landlord an additional sum of $200 as a late charge. The parties agree that his late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. Any ac _eptance of any late charge shall not constitute a waiver of Tenant's default with respect to the overdue amount, or prevent Landlord from exercising any of the other rights and remedies available to Landlord. Additionally, Tenant shall pa a $25 ch :.rgc for any checks written to Landlord which are returned due to insufficient funds. 17.0 LIEN ON PERSONALTY AND FORFEITURE OF PERSONALTY. A. Subject to any purchase money security interest on such items, Landlord is hereby given a lien upon any and all furniture, fixtures and equipment belonging to Tenant and used at, in or upon the Premises, whether acquired by Tenant before of after execution of this Lease to sec--ire the due payment of rent and other liabilities of Tenant hereunder. Upon failure or Tenant to pay any part of such rent of other liability and after a fifteen (15) day written notice to Tenant, Landlord without further notice or demand may possess, distrain and* sell such property at public or private sale (and Landlord may be purchaser at such sale) and otherwise avail, itself of all rights and remedies then available under the Uniform Commercial Code as enacted in the State of Colorado. To accomplish the foregoing, Tenant agrees, at the request of Landlord, to execute a satisfactory securit--r af,recment and financing statement. Tenant does hereby grant to Landlord its irrevocabic power of attorney for the purpose of executing such instruments, if Tenant fails to execute the same immediately upon request. S. Additionally, or in the alternative, as the case may be, Tenant agrees that within fifteen (15) days of termination this Lease or repossession of the Premises by Landlord without termination, whichever first occurs, by way of default or otherwise, it shall remove all personal property for which it has the right to ownership. Any and all such property of Tenant not removed within said fifteen (15) daY period shall irrevocably become the sole property of the Landlord. Tenant waives all right to notice and all common law and statutory claims and caus°s of action which it may have against Landlord subsequent to said fifteen (15) day period as regards the storage, destruction, damage, loss of use and ownership of the personal property affected by the terms of this Section. Tenant acknowledges Landlord's need to re-let the Premises upon termination of this Lease or repossession of the Premises. and understands that the forfeiture and waivers provided herein arc necessary to aid relctting. 18.0 LANDLORD'S INTERESTS. The term "Landlord" as used herein shall mean only the owner or owners at the time in question of the fee title or a tenant's interest in a ground lease of the Premises. In the event of any transfer of such title or interest, Landlord herein named (and in case of any subsequent transfers ehe then grantor) shall be relieved from and after the date of such transfer of all liability with respect to Landlord's obligations thereafter to be delivered to the grantee. The obligations contained in this Lease to be performed by TAwllord shall, si Diect as aforesaid, be binding on Landlord's successors and assigns, but only during their respective periods of Feb-11-00 10:55A L.M. Gillette/D.P. Rovels (970)926-6867 P.09 ownership. 19.0 HOLDOVER. If, after the expiration of this Lease, the Tenant shall remain in possession of the Premises and continue to pay rent without a written agreement as to such possession, then such tenancy shall be regarded as a month-to-month tenancy, at a monthly rental rate, payable in advance, equivalent to the last month's rent paid under this Lease, and subject to all the terms and conditions of this Lease. 20.0 SUBORDINATION. A. This Lease, at Landlord's option, shall be subordinate to any ground lease ' mortgage, deed of trust, or any other hypothecation for security now or hereafter placed upon the real property of which the Premises area art and to any and all advances made oin the security thereof and to all renewals modifications, consolidations, replacements, and extensions thereof. Notwithstanding such subordination; Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the,rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee., or ground Landlord shall elect to have this Lease prior to the lien of its mortgagee, deed of trust, or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust, or ground lease whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date or recording thereof. B. Tenant agrees to execute any documents required to effectuate such subordination or to make this Lease prior to the lien of any mort F01'e4ays deed of trust, or round lease, as the case may be, anfailing to do so within ten after written demand, does hereby make, constitute, and irrevocably appoint Landlord as Tenant's attorney in fact and in Tenant's name, place, and stead to do so. 11.0 ATTORNEY'S FEES. If either party named herein brings an action to enforce the terms hereof or declare 'riAhts hereunder, the prevailing arty in any such action, any trial or appeal shall be entitled to his reasonable attorneys fees to be paid by the losing party as fixed ? y the Court. 22.0 MECHANIC LIEN PROTECTION. Tenant shall not permit any mechanic's liens to be placed upon the Premises during the Term of this Lease, for work performed or obligations incurred by or at the request Tenant and, in any case of the filing of such liens, Tenant will promptly act to remove such liens. Tenant shall indemnify and hold Landlord harmless in the event of any such lien as provided in Section 18 above. At least 30 days prior to the commencement of any work in or to the Premises by Tenant or anyone claiming g under Tenant, Tenant shall notify Landlord in writing containing sufficient information for Landlord to avail itself to the Protections of Colorado Rcvised Statutes Section 38-22-1052). Tenant shall post and keep posted until completion of Tenant's work, in a conspicuous place upon doors providig entrance to the Premises, and shall personally serve upon such contractors, or subcontractors performing Tenant's work, a notice stating tha. landlord's interest in the Premises and neither the Premises nor the building incorporating the Premises sliall be subject to any lien for Tenant's work. 23.0 CASUALTY. In the event the Premises should be totally destroyed by fire, tornado, or other casualty or in the event the Premises be so damaged that repairs cannot be completed within 120 days after the date of such damage, either Landlord or Tenant may terminate this Lease, in which event Rents shall be abated during the unexpired portion of the Lease effective from the date of such damage. In the event the Premises should be damaged by fire, tornado, or other casualty covered by Landlord's or the Association's insurance, but only to such and extent that rebuilding or repairs can be completed within 120 days after the date of such damage, or if the damage should be more serious but neither the Landlord or Tenant elects to terminate this Lease, Landlord shall, within 30 days after the date of such damage, commence to rebuild or repair the Feb-11-00 10:56A L.M. Gillette/D.P. Rovels (970)926-6867 P.10 Premises to the same condition in which they were immediately prior to the occurrence of the casualty. During such period of repair, Tenant's rent shalle abated to reflect the reduced value of the Premises. 24.0 EMINENT DOMAIN. A. If so much of the Premises as shall render the Premises untenable shall be taken by right of eminent domain, then the Term of this Lease shall terminate as of the date of such taking or the recording of such notice, as the case may be. Such termination shall be effective immediately upon the giving of such notice. As used herein any taking by right of eminent domain shall include any condemnation or any conveyance of in lieu of or under threat of any taking. B. In the event of termination of this Lease pursuant to this Section 31, Tenant shall surrender to Landlord the Premises and all interest therein under this Lease, and Landlord may reenter and take possession of the Premises and remove Tenant therefrom. Tenant shall pay Rent and Commission apportioned as of the date of such termination of this Lease, and Landlord and Tenant shall be free and discharged from all obligation arising hereunder after tine date of such termination. In the 'event of an taking that shall not result in the termination of this Lease, the Rent and Commission due hereunder shall be abated in propo_ tioii to the proportion of the Premises taken. In the event of any taking or convcyan c" whatsoever, Landlord shall be entitled to any and all awards, damages and settlement; that may be given and Tenant shall have no claim against landlord for the value of aay unexpired term of this Lease or for any other item. 25.0 WAIVER OF BREACH. Failure to insist upon strict compliance with any of the terms, covenants and conditions ' hereof shall not be deemed a waiver of such terms, covenants and conditions, nor shall any waiver or relinquishment of any right or power hereunder at an one or more times be deemed a waiver or relinquishment of such right over at any other time or times. No waiver shall be valid unless in writing and signed by an authorized officer of Landlord. 26.0 NOTICES. All notices to be gSYen hereunder by either of the parties shall be in writing. Any notice may be served by Landlord upon Tenant ppersonally by dcliverin the same to an employee of Tenant, or to 'T'enant directly. Any notice shall also be deemed duly served by either party if mailed by registered or certified mail, return receipt requested, with roper postage prepaid, addressed to each party at its address listed below the respective signatures. Either party may change the address to which notices may be sent by delivering a copy thereof to the other pa in the manner aforesaid. If service shall be made by registered or certified mai,party such service shall be complete as of the next day following the mailing of such notice in the manner aforesaid. 27.0 MISCELLANEOUS. A. If any clause of provision of this Lease shall be held to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, shall nevertheless be and remain in full force and effect. B. No amendment, alteration, modification or addition to this Lease shall be valid or binding unless expressed in writing and signed by the parties to be bound thereby. C. The captions of each section are added as a matter of convenience only and shall be considered of no effect in the construction of any provision of this Lease. D. If, any party hereto shall bring any-suit or action against another for relief, declaratory or otherwise, arising out of this Lease, the prevailing party shall have and recover against the gth;-r party, in addition to all court costs and disbursements, such sum as the Court may adjudge to be reasonable arneys fees. E. This Lease shall be governed by and interpreted in accordance with the laws of Feb-11-00 10:56A L_M. Gillette/D_P. Rovels (970)926-6867 P.11" .-the State of Colorado. F. Any and all warranties, provisions, rights and obligations of the parties herein described and agreed to be performed subsequent to the termination of this Lease shall survive the termination of this Lease. G. Time is of the essence. with respect to the performance of each of the covenants and agreements herein set forth. IN WITNESS WHEREOF, the parties have executed this Agreement, consisting of ten (10) pages, this _ day of 1997. TENANT: BACHELOR'S WINES & SPIRITS, INC. a Colora cocporatiop, By. rest ent Vae RD; o ins CONSENT OF THE BOARD OF DIRECTORS The above and foregoing lease agreement is hereby ratified and approved in all respects. _ c!iac Collins, Director avi ove stad, erect TH3N; DEED , Made on this day of between ELK MEADOW, INC . , A COLORADO C lORPORATION a corporation duly organized and existing under and by virtue of the taws of the State of COLORADO of the first part, and J. MICHAEL OOLLINS whose legal address is PO BOX 1524 AWN, 00 $1620 of the county of EAGLE WITNESSETH, That the said party of the first part, and State of , of the second part• for and in consideration of the sum of (***$261, 800.00 ) TWO HUNDRED SIXTY ONE THOUSAND EIGHT HUNDRED DOLLARS AND 00/100THS to the said party of the first part in hand paid by the said part(ies) of the second part, the receipt whereof is hereby confessed and acknowledged, has granted, bargained, sold and conveyed and by these presents does grant, bargain, sell, convey and confirm unto the said part(ies) of the second part, their heirs and assigns forever, all of the following described lot(s) or parcel(s) of land, situate, lying and being in the County of EAGLE and State of Colorado, to wit: ClaM MINIUM UNITS 101 AMID 102 VWIGUE ACCORDING TO THE CCMCMINIUm MAP RECORDED DECEMBER 5 1997 IN )BOOK 745 a PAGE 421 RECEPTION NO. 641366 AMID AS ' DEFINED AND DESCRIBkD IN ME 0010CMINI[M DEC LARATICU RECORDED DECEMBER 5 1997 IN BOOK 745 AT PAGE 422 RECEPTION NO. 641367, COUNTY OF EAGLE, STATE OF COLbRADO. also known as street and numberCX)NDOMINIUM UNIT 101 & 102, WES'TGATE BUILDING TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversion or reversions, remainders, rents, issues and profits thereof; and all the estate, right, title, interest, claim and demand whatsoever of the said party of the first part, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances. TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the said part(ies) of the second rt (their) heirs and sssi ns forever. And the said ELK P?AD04? fIJC. , A COLORADO CORPORA ON party of the first part, for itself, and its successors, does covenant, grant, bargain and agree to and with the said part(ies) of the second part, (their) heirs and assigns, that at the time of the ensealing and delivery of these presents it is well seized of the premises above conveyed, has good, sure, perfect, absolute and indefeasible estate of inheri- tance, in law, in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in manner of form aforesaid, and that the same are free and clear from all former and other grants, bargains, sales, liens taxes assessments and incumbrances of whatever kind or nature soever: `"`? ?= s.. ?•--. -ISO= - - ?-- - - - 5 ?C I ? ,,7 ? rt'Iy Y t' -t - ? ?? ? ?• - ?` ?j l + I 4' y3'-C co I i? TYPICA i 'J I iT-8• 8' t --- - - - - - Lp - ISTAIR ;v P I ?.. II 4. 4' .. 23'_8' 23'-6' x. , a,F IL _. I I TYPICAL DEMISING WALL II 5- "Wr1r) II RETAIL 1A II RETAIL 18 t 101 I I 102 t'?t , t, II r r? rx + ? I I I I ? O O 6 YxI ,r? t O ? -----.---------_ I Q', L , r ? ? QJ-26-2000 12.A8am From-Trm Of Avon 9700499139 T-354 P.003/003 F-797 22. Have you ever peen convraw of a cruets, or race,vea a suspesnow sentence. ceiertea sentence. orrorte,tea Da,I Iprany onense in cr,mrrlal or m4atIi caul!. (QO110t R1C?4i Iratlre violations. unless oley resulteo in suspens4n or revocation of your ar,.W-S 4cor,SB, or you ware conv,etea or onwng uncer me tratuence of arupu or rleanow Daverap&) It yee, Upta,n,nnptsd ? Yes lL'f'?a 23. Have you ever rece,v?aa, a nmce, avsp smow or revocation ror a kgwr law v,aaoon, or teen aenoc a uquor or Deer ac~ anywncre in me u:s.4 ayes, exoan on omrsa ? Yes l(d'No 24 Maoury Sl^"ce (brand) From TO senal Number Type of 0#30rar m 25 List all addresses where you have lived for the past five years. (Attach separate shoat If necessary) STREET AND NUMBER CRY. STATE, ZIP FROM TO Z-f v? 26 List all former employers or businesses engaged in within the Iasi five years. (Attach separate sheet if necessary.) NAME OF EMPLOYER ADDRESS (STREET. NUMBER, CITY. STATE. ZIP) POSITION HELD FROM TO 27. WTqW r rely snp to me apps cant? (sae owwr, partner, cos to 017"r. a,rector, Wockrakw. memoeror Mang 28 n stoc noiw number Of snarls owrWa DOW CrAay or or rloora Perc?tQ( UMVIOug stoor ownlo 29. R partner. state vrnetner ? General Q L ented Percent or Partnemnip OAW it l aum L/BM4 Company tp COM OWW) 30. Total ano nt you w,a Ahwst,n trt,>s ousAass. uuluomg noWa, loans, casn, sarvicvs or wqL prnent. am operat ft capital. (Reg. 46-tos.l ano Rog. 47-W.1) AM004 s /?U /9l?/J?TI p?/pt Jn/ l/ ? .? T . L/ c?n(S P ,? 31. Identify the sources of all funds you will invest in this business as listed in 30 above. List all bank names, account numbers and the amount derived from such source. Also identify all persons authorized to sign on, noss5moun s Sources - Account Numuers Can sign an this account $ 5,'r^: ? `t I declare under penany of penury in me second degree mat alts appr caaon and as attachments are rn,e, correct and complete to the best Of my Knowlopgo. AuVx= Tile --? DM C/ TIP AAnA-1 19/QA) PanA 2 22. Have you ever been convicted of a crime, or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court? (Do not include traffic violations, unless they resulted in suspension or revocation of your driver's license, or you were convicted of driving under the influence of drugs or alcoholic beverages.) If yes, explain in detail. Yes ? No 23. Have you ever received a violation notice, suspension or revocation for a liquor law violation, or been denied a liquor or beer license anywhere In the U.S.? If yes, explain in detail. El Yes ? No 24. Military Service (branch) From To Serial Number Type of Discharge 25. List all addresses where you have lived for the past five years. (Attach separate sheet if necessary) STREET AND NUMBER CITY, STATE, ZIP FROM TO 1 Z (Z? ??n S7o e S? ? ?' (o ? cl ? ?q w-'3 rr kir Gr t_ 41 (-0 Gt L-d u rr 26. List all former employers or businesses engaged in within the last five years. (Attach separate sheet if necessary.) EMPLOYER ADDRESS (STREET, NUMBER, CITY, STATE, ZIP) POSITION HELD FROM TO 27, What is your relationship to the a icaAt? (sole owner, partner, corporate officer, director, stockholder, member or manager) 28. If stockhol r n mbar of share ned beneficially or of record 14 S b Percept of istanding stock owned L?TI S '76- 29. If partner, state whether ? General ? Limited Percent of Partn rship Owned If Limited Liability company (percent owned) 30. Total amount you will invest in this business, including notes, loans, cash, services or equipment, and operating capital. (Reg. 46-106.1 and Reg. 47-107.1) r Amount $ 31. Identify the sources of all funds you will invest in this business as listed in 30 above. List all bank names, account numbers and the amount derived from such source. Also identify all persons authorized to sign on, moun s nes Sources - Account Numbers an c sign on this account $ SS 1--1 . o l cc ?t? . ?1 Z Oath of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. Authorized ' natur Title Date VTBAW OF VAIL 17 Vail Road Yell, CO 81657 (970)476-5686 LENDER" David Rovelstad ADDRESS 921 Red Sandstone Rd Apt 5B Vail, CO 81657 TELEPHONE NO: IDENTWICATION NO. COMMERCIAL FIXED RATE PROMISSORY NOTE OFflCER INTEgEM PRINCIPAL FVNWNO MATUpiTV CUSTOMER' 14AN INITIALS RATE AMOUNT DATE GATE NUMBER NUMBER JOE 8.490 % $60,554.00 10/01/97 10/01/02 100-29-1627 9849521 Purchase 4 58 interest in Bachelor Gulch wines Z Spirits PROMISE TO PAY: For value received, Borrower promises to pay to the order of Lender the principal amount of Sixty Thousand Five Hundred Fifty Four and no/100 Dollars Is 60,554.00 ) plus Interest on the unpaid principal balance at the rate and in the manner described below, until all amounts owing under this Note are paid in full. All amounts received by Lender shall be applied first to accrued, unpaid interest, then to unpaid principal, and then to any late charges and expenses, or in any other order as determined by Lender, in Lender's sole discretion, as permitted by law. INTEREST RATE: Interest shall be computed on the basis of the actual number of days over 360 days per year. Interest on this Note shall be calculated and payable at the fixed rate of 8.490 % per annum. DEFAULT RATE: In the event of any default under this Note, the Lender may, in its discretion, increase the Interest rate on this Note to: Thirty-six percent (36.006) per annum or the maximum interest rate Lender is permitted to charge by law, whichever is less PAYMENT SCHEDULE: Borrower shall pay the principal and Interest according to the following schedule: 59 payments of $1,245.64 beginning November 01, 1997 and continuing at monthly time intervals thereafter. A final payment of the unpaid principal balance plus accrued interest is due and payable on October 01, 2002. Gtr PREPAYMENT: This Note may be prepaid in part or In full on or before its maturity date. If this Note contains more than one installment, any partial prepayment will not affect the due date or the amount of any subsequent installment, unless agreed to, in writing, by Borrower and Lender. If this Note Is Prepaid In full, there will be: ® No minimum finance charge or prepayment penalty. ? A minimum finance charge of $ ? A prepayment penalty of: LATE CHARGE: B a payment is received more than 10 days late, Borrower will be charged a late charge of: ® 5.00 % of the unpaid payment; ? $ or % of the unpaid payment, whichever is ? greater ? less. SECURITY: To secure the payment and performance of obligations Incurred under this Note, Borrower grants Lender a security Interest in all of Borrower's right, title, and Interest in all monies, Instruments, savings, checking and other accounts of Borrower (excluding IRA, Keogh and trust accounts and other accounts subject to tax penalties if so assigned) that are now or in the future in the custody or control of Lender or any affiliate of Lender. ?z H checked, the obligations under this Note are also secured by a lien on and/or security interest In the property described in the security Instruments executed in connection with this Note as well as any other property designated as security for this Note now or in the future. RENEWAL: ? if checked, this Note Is a renewal, but not a satisfaction, of Loan Number THE PERSONS SIGNING BELOW ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS NOTE, INCLUDING THE PROVISIONS ON THE REVERSE SIDE, AND FURTHER ACKNOWLEDGE RECEIPT OF AN EXACT COPY OF THIS NOTE. Dated: October 01, 1997 BORROWER: David Roveistad BORROWER: David Rove s a BORROWER: BORROWER: BORROWER: BORROWER: BORROWER: BORROWER: LPCO201 ® F-Atbn T-h-INI.1, Inc. (3/23/951 (8001937-3709 VTBANK OF VAIL 17 Vail (Road Vail, CO 81657 (970) 476-5686 "GENDER" David Rovelstad ADDRESS 921 Red Sandstone Rd Apt 58 Vail, CO 81657 TELEPHONE NO. IDENTIFICATION NO. DISBURSEMENT INSTRUCTIONS on"CER INITIALS JOE I RATE 8.490 B PRINCIPAL AMOUNT/CRFAtT UMR $60,554.00 FUNDINODATE/ AGREEMENT DATE 10/01/97 MATURITY DATE 10/01/02 CUBTOMER. NUMBER 100-29-1627 LOAN NUMBER 9849521 Borrower has borrowed money from Lender Indicated above pursuant to a Promissory Note/Credit Agreement dated October Ol , 1997 and Borrower instructs Lender to disburse the proceeds in the following manner: AMOUNT DISBURSED TO BORROWER : $ 60,000.00 AMOUNT DRAWN TO PAY OR CREDIT TO BORROWER'S ACCOUNTS WITH LENDER: ACCOUNT NUMBER CREDITED: $ ACCOUNT NUMBER CREDITED: ACCOUNT NUMBER CREDITED: ACCOUNT NUMBER CREDITED: ACCOUNT NUMBER CREDITED: AMOUNT OF LOAN PROCEEDS PAID TO OTHERS ON THE BORROWER'S BEHALF: PAYEE: $ PAYEE: PAYEE: PAYEE: PAYEE: PAYEE: PAYEE: PAYEE: PAYEE: PAYEE: AMOUNT PAID TO PUBLIC OFFICIALS: AMOUNT PAID TO INSURANCE COMPANIES: AMOUNT PAID TO APPRAISERS: The Appraisal Office AMOUNT PAID TO CREDIT REPORTING AGENCIES: TITLE EXAMINATION: SETTLEMENT/CLOSING FEE: TITLE INSURANCE BINDER: ATTORNEY: DOCUMENT PREPARATION FEE: NOTARY: SURVEYOR: PEST INSPECTOR: ABSTRACT/TITLE SEARCH: TITLE INSURER: Land Title CITY/COUNTY TAX DEED/MORTGAGE: STATE TAX DEED/MORTGAGE: HAZARD INSURANCE PREMIUM: FLOOD INSURANCE PREMIUM: Loan Onginatlon Fee Points/Discount Lenders Inspection Fee Assumption Fee PAID IN CASH ADDED TO LOAN AMOUNT $ 45.00 100.00 409.00 TOTAL PREPAID FINANCE CHARGES AND FEES PAID IN CASH: $ II a TOTAL PREPAID FINANCE CHARGES AND FEES FINANCED WITH LOAN: $ 554.00 Dated:October 01, 1997 BORROWER: David Rovelstad BORROWER: David Rove stad BORROWER: BORROWER: BORROWER: BORROWER: BORROWER: BORROWER: MAST205 ® F-Atlon Techno"o s, Inc. (t /9/95) (800) 937-3799 . After Recordation Return to: FirstBank of Vail 17 Vail Rd. Vail, CO 81657 (970) 476.5686 "LENDER" DEED OF TRUST BORROWER GRANTOR David Rovelstad David Rovelstad ADDRESS ADDRESS 921 Red Sandstone Rd Apt 5B 921 Red Sandstone Rd Apt 5B Vail, CO 81657 Vail, CO 81657 TELEPHONE NO. IDE"14CATION NO. TELEPHONE NO. IDENTIFFCAtION NO. TRUSTEE: Public Trustee of Eagle County P.O. Box 479, Eagle, CO 81631 a, wnwue,erlvn or me wan or omer Crean accommoaatlon nersinafter specified and any future advances or future Obligations, as defined herein, which may hereafter be advanced or Incurred and the trust hereinafter mentioned and other good and valuable consideration, the receipt y and assigns to Trustee, and sufficiency of which are hereby acknowledpetd$Grantor hereby it v?bI7hgaij, Rd: be Vail gfeCO 816 7 his successors and assigns, intrust, for Fir ('Lender"), the beneficiary under this Deed of Trust, with power of We and right of entry and possession all of Grantor's present and future estate, right, title and Interest in and to the real property described In Schedule A which Is attached to this Deed of Trust and incorporated herein by this reference, together with all present and future improvements and fixtures; all tangible personal property, including, without limitation, all machinery, equipment, building materials, and goods of every nature (excluding household goods) now or hereafter located on or used in connection with the real property, whether or not affixed to the land; all privileges, hereditaments, and appurtenances, including all development rights associated with the real property, whether previously or subsequently transferred to the real property from other real property or now or hereafter susceptible of transfer from this real property to other real property; all leases, licenses and other agreements; all rents, issues and profits; all water, well, ditch, reservoir and mineral rights and stocks pertaining to the real property (cumulatively "Property'); to have and to hold the Property and the rights hereby granted for the use and benefit of Trustee, his successors and assigns, until payment in full of all Obligations secured hereby. Moreover, in further consideration, Grantor does, for Grantor and Grantor's heirs, representatives, successors, and assigns, hereby expressly warrant, covenant, and agree with Lender and Trustee and their successors and assigns as follows: 1. OBLIGATIONS. This Deed of Trust shall secure the payment and performance of all present and future indebtedness, liabilities, obligations and covenants of Borrower or Grantor (cumulatively "Obligations) to Lender pursuant to: (a) this Dead of Trust and the following bromissorv notes and other aareements, RATE CREDIT LIMIT AGREEMENT, DATE DATE{ ' NUMBER -- NUMME14 FIXED $60,554.00 10/01/97 10/01/02 100-29-1627 9849521 (b) all other present or future written agreements with Lender that refer specifically to this Deed of Trust (whether executed for the same or different purposes than the foregoing); (c) any guaranty of obligations of other parties given to Lender now or hereafter executed that refers to this Deed of Trust; (d) future advances, whether obligatory or optional, to the same extent as if made contemporaneously with the execution of this Deed of Trust, made or extended to or on behalf of Grantor or Borrower. Grantor agrees that if one of the Obligations is a line of credit, the lien of this Deed of Trust shall continue until payment In full of all debt due under the line notwithstanding the fad that from time to time (but before termination of the line) no balance may be outstanding. At no time shall the lien of this Deed of Trust, not including sums advanced to protect the security of this Dead of Trust, exceed $ 60, 554.00 ; and (e) all amendments, extensions, renewals, modifications, replacements or substitutions to any of the foregoing. As used in this Paragraph 1, the terms Grantor and Borrower shall include and also mean any Grantor or Borrower if more than one. 2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Grantor represents, warrants and covenants to Lender that: (a) Grantor has fee simple marketable title to the Property and shall maintain the Property free of all liens, security interests, encumbrances and claims except for this Deed of Trust and those described in Schedule B, which is attached to this Deed of Trust and incorporated herein by reference, which Grantor agrees to pay and perform In a timely manner; (b) Grantor is in compliance in all respects with all applicable federal, state and local laws and regulations, Including, without limitation, those relating to "Hazardous Materials," as defined herein, and other environmental matters (the "Environmental Laws, and neither the federal government nor the state where the Property is located nor any other governmental or quasi governmental entity has filed a lien on the Property, nor are there any governmental, judicial or administrative actions with rasped to environmental matters pending, or to the best of the Grantor's knowledge, threatened, which involve the Property. Neither Grantor nor, to the best of Grantor's knowledge, any other party has used, generated, released, discharged, stored, or disposed of any Hazardous Materials as defined herein, in connection with the Property or transported any Hazardous Materials to or from the Property. Grantor shall not commit or permit such actions to be taken in the future. The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any governmental authority including, but not limited to: (I) petroleum; (ii) friable or nonfriable asbestos; (iii) polychlorinated biphenyls; (Iv) those substances, materials or wastes designated as a "hazardous substance' pursuant to Section 311 of the Clean Water Act or listed pursuant to Section 307 of the Clean Water Act or any amendments or replacements to these statutes; (v) those substances, materials or wastes defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Pct or any amendments or replacements to that statute; and (vi) those substances, materials or wastes defined as a "hazardous substance' pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, or any amendments or replacements to that statute or any other similar state or federal statute, rule, regulation or ordinance now or hereafter in effect. Grantor shall not lease or permit the sublease of the Property to a tenant or subtenant whose operations may result in Contamination of the Property with Hazardous Materials or toxic substances; (c) All applicable laws and regulations, including, without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101 at seq. (and all regulations promulgated thereunder) and all zoning and building laws and regulations relating to the Property by virtue of any federal, state or municipal authority with jurisdiction over the Property, presently are and shall be observed and complied with in all material respects, and all rights, licenses, permits, and certificates of occupancy (including but not limited to zoning variances, special exceptions for nonconforming uses, and final inspection approvals), whether temporary or permanent, which are material to the use and occupancy of the Property, presently are and shall be obtained, preserved and, where necessary, renewed;_ LPCO511 1) John H. Harland Co. p/26/97) ISM 637-3799 Page 1 or 6 13. LENDER'S RIGHT TO COMMENCE OR DEFEND LEGAL ACTIONS. Grantor shall immediately provide Lender with written notice of any actual or threatened action, suit, or other proceeding affecting the Property. Grantor hereby appoints Lender as its attorney4n4act to commence, Intervene In, and defend such actions, suits, or other legal proceedings and to compromise or settle any claim or controversy pertaining thereto. Lender shall not be liable to Grantor for any action, error, mistake, omission or delay pertaining to the actions described in this paragraph or any damages resulting therefrom. Nothing contained herein will prevent Lender from taking the actions described in this paragraph In its own name. 14. INDEMNIFICATION. Lender shall not assume or be responsible for the performance of any of Grantor's obligations with respect to the Property under any circumstances. Grantor shall immediately provide Lender with written notice of and indemnity and hold Lender and Its shareholders, directors, officers, employees and agents harmless from all claims, damages, liabilities (including attorneys' fees and legal expenses), causes of action, actions, suits and other legal proceedings (cumulatively "Claims") pertaining to the Property Qncluding, but not limited to, those involving Hazardous Materials). Grantor, upon the request of Lender, shall hire legal counsel to defend Lender from such Claims, and pay the attorneys' fees, legal expenses and other costs incurred in connection therewith. In the alternative, Lender shall be entitled to employ Its own legal counsel to defend such Claims at Grantor's cost. Grantor's obligation to indemnify Lender under this paragraph shall survive the termination, release or foreclosure of this Deed of Trust. 15. TAXES AND ASSESSMENTS. Grantor shall pay all taxes and assessments relating to the Property when due and immediately provide Lender evidence of payment of same. Upon the request of Lender, Grantor shall deposit with Lender each month one-twelfth (1/12) of the estimated annual insurance premium, taxes and assessments pertaining to the Property. So long as there Is no default, these amounts shall be applied to the payment of taxes, assessments and Insurance as required on the Property. In the event of default, Lender shall have the right, at Its sole option, to apply the funds so held to pay any taxes or against the Obligations. Any funds applied may, at Lender's option, be applied in reverse order of the due date thereof. 16. INSPECTION OF PROPERTY, BOOKS, RECORDS AND REPORTS. Grantor shall allow Lender or its agents to examine and inspect the Property and examine, inspect and make copies of Grantor's books and records pertaining to the Property from time to time. Grantor shall provide any assistance required by Lender for these purposes. All of the signatures and information contained in Grantor's books and records shall be genuine, true, accurate and complete in all respects. Grantor shall note the existence of Lender's beneficial Interest in Its books and records pertaining to the Property. Additionally, Grantor shall report, in a form satisfactory to Lender, such information as Lender may request regarding Grantor's financial condition or the Property. The information shall be for such periods, shall reflect Grantor's records at such time, and shall be rendered with such frequency as Lender may designate. Al information furnished by Grantor to Lender shall be true, accurate and complete in all respects, and signed by Grantor if Lender requests. 17. ESTOPPEL CERTIFICATES. Within ten (10) days after any request by Lender, Grantor shall deliver to Lender, or any intended transferee of Lender's rights with respect to the Obligations, a signed and acknowledged statement specifying (a) the outstanding balance on the Obligations; and (b) whether Grantor possesses any claims, defenses, set-offs or counterclaims with respect to the Obligations and, if so, the nature of such claims, defenses, set-offs or counterclaims. Grantor will be conclusively bound by any representation that Lender may make to the intended transferee with respect to these matters in the event that Grantor fails to provide the requested statement in a timely manner. 16. EVENTS OF DEFAULT. An Event of Default shall occur under this Deed of Trust and the Trustee's power shall become operative In the event that Grantor, Borrower or any guarantor of the Obligations: (a) fails to pay any Obligation to Lender when due; (b) fails to perform any Obligation or breaches any warranty or covenant to Lender contained In this Deed of Trust or any other present or future agreement; (c) destroys, loses or damages the Property in any material respect or subjects the Property to seizure, confiscation, or condemnation; (d) seeks to revoke, terminate or otherwise limit its liability under any guaranty to Lender; (e) dies, becomes legally Incompetent, is dissolved or terminated, becomes insolvent, makes an assignment for the benefit of creditors, falls to pay debts as they become due, files a petition under the federal bankruptcy laws, has an Involuntary petition in bankruptcy filed in which Grantor, Borrower or any guarantor is named, or has property taken under any writ or process of court; (f) allows goods to be used, transported or stored on the Property, the possession, transportation, or use of which, Is Illegal; (g) allows any party other than Grantor or Borrower to assume or undertake any Obligation without the written consent of Lender; or (h) causes Lender to deem itself Insecure due to a significant decline in the value of the Property; or if Lender, in good faith, for any reason, believes that the prospect of payment or performance is impaired. 18. RIGHTS OF LENDER ON EVENT OF DEFAULT. Upon the occurrence of an Event of Default under this Deed of Trust, Lender shall be entitled to exercise one or more of the following remedies without notice or demand (except as required by law): (a) to declare the Obligations immediately due and payable in full, such acceleration shall be automatic and immediate If the Event of Default is a filing under the Bankruptcy Code; (b) to collect the outstanding Obligations with or without resorting to judicial process; (c) to require Grantor to deliver and make available to Lender any personal property or Chattels constituting the Property at a place reasonably convenient to Grantor and Lender; (d) to enter upon and take possession of the Property without applying for or obtaining the appointment of a receiver and, at Lender's option, to appoint a receiver without bond, without first bringing suit on the Obligations and without otherwise meeting any statutory conditions regarding receivers, it being Intended that Lender shall have this contractual right to appoint a receiver; (e) to employ a managing agent of the Property and let the same, either In Trustee's own name, in the name of Lender or In the name of Grantor, and receive the rents, incomes, issues and profits of the Property and apply the same, after payment of all necessary charges and expenses, on account of the Obligations; (f) to pay any sums in any form or manner deemed expedient by Lender to protect the security of this Deed of Trust or to cure any default other than payment of interest or principal on the Obligations; (g) to foreclose this Deed of Trust judicially or nonjudicially in accordance with applicable state law; (h) to set-off Grantor's Obligations against any amounts owed Grantor by Lender including, but not limited to, monies, Instruments, and deposit accounts maintained with Lender or any currently existing or future affiliate of Lender; and (1) to exercise all other rights available to Lender under any other written agreement or applicable law. Lender's rights are cumulative and may be exercised together, separately, and In any order. In the event that Lender institutes an action seeking the recovery of any of the Property by way of a prejudgment remedy in an action against Grantor, Grantor waives the posting of any bond which might otherwise be required. Lender or Lender's designee may purchase the Property at any sale. In the event Lender purchases the Property at the Trustee's sale, to the extent Lender's bid price exceeds the Obligations, Lender shall pa Trustee cash equal to such excess. The Property or any part thereof may be sold in one parcel, or in such parcels, manner or order as Lender in Its sole discretion may elect, and one or more exercises of the power herein granted shall not extinguish or exhaust the power unless the entire Property is sold or the Obligations are paid In full. 20. SECURITY INTEREST UNDER THE UNIFORM COMMERCIAL CODE. This Deed of Trust shall be considered a financing statement and a fixture filing pursuant to the provisions of the Uniform Commercial Code (as adopted In the state where the Property Is located) covering fixtures, chattels, and articles of personal property now owned or hereafter attached to or to be used in connection with the Property together with any and all replacements thereof and additions thereto (the "Chattels"), and Grantor hereby grants Lander a security Interest in such Chattels. The debtor is the Grantor described above. The secured party is the Lender described above. Upon demand, Grantor shall make, execute and deliver such security agreements (as such term Is defined in said Uniform Commercial Code) as Lender at any time may deem necessary or proper or required to grant to Lender a perfected security Interest in the Chattels, and upon Grantor's failure to do so, Lender is authorized to sign any such agreement as the agent of Grantor. Grantor hereby authorizes Lender to file financing statements (as such term is defined in said Uniform Commercial Code) with respect to the Chattels, at any time, without the signature of Grantor. Grantor will, however, at any time upon request of Lender, sign such financing statements. Grantor will pay all filing fees for the filing of such financing statements and for the refiling thereof at the times required, in the opinion of Lender, by said Uniform Commercial Code. If the lien of this Deed of Trust is subject to any security agreement covering the Chattels, then in the event of any default under this Deed of Trust, all the right, title and interest of Grantor in and to any and all of the Chattels is hereby assigned to Lender, together with the benefit of any deposits or payments now or hereafter made thereof by Grantor or the predecessors or successors in title of Grantor in the Property. 21. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Lender, at Lender's option, may expend funds (Including attorneys' fees and legal expenses) to perform any act required to be taken by Grantor or to exercise any right or remedy of Lender under this Deed of Trust. Upon demand, Grantor shall immediately reimburse Lender for all such amounts expended by Lender together with Interest thereon at the lower of the highest rate described in any Obligation or the highest rate allowed by law from the date of payment until the date of reimbursement. These sums shall be included in the definition of Obligations herein and shall be secured by the beneficial interest granted herein. If the Obligations are paid after the beginning of publication of notice of sale, as herein provided, or in the event Lender shall, at Its sole option, permit Grantor to pay any part of the Obligations after the beginning of publication of notice of sale, as herein provided, then, Grantor shall pay on demand all expenses incurred by the Trustee and Lender in connection with said publication, including reasonable attorneys' fees to the attorneys for the Trustee and for the Lender, and a reasonable fee to the Trustee, and this Deed of Trust shall be security for all such expenses and fees. 22. APPLICATION OF PAYMENTS. Al payments made by or on behalf of Grantor may be applied against the amounts paid by Lender (Including attorneys' fees and legal expenses) in connection with the exercise of its rights or remedies described in this Deed of Trust and then to the payment of the remaining Obligations in whatever order Lender chooses. LPCO5I IC D John H. H.H.od Co. (5/28/87( (800( 937 3799 Peg. 3 or 6 Grantor acknowledges that Grantor has read, understands, and agrees to the terms and conditions of this Deed of Trust, and acknowledges receipt of an exact copy of same. Datedthis 1st day of October, 1997 GRANTOR: David Rove.1stad ova ova s a GRANTOR: GRANTOR: GRANTOR: GRANTOR: GRANTOR: GRANTOR: GRANTOR: ACKNOWLEDGMENTS State of Colorado ) County of ) ss. The foregoing instrument was acknowledged before me this day of by _ My commission expires: tartness my hand and official seal. Notary Public State of Colorado 1 County of ) ss. The foregoing instrument was acknowledged before me this _ day of by as My commission expires: Witness my hand and official seal. Notary Public LPCO511E © Jahn K Harland Co. (5/28/971 (9001937-3798 Page 5 of 6 T-TBAW OF VAIL 17 Vag Road Vail, CO 81657 !970)476-5686 UNDER" David BORROWER ADDRESS 921 Red Sandstone Rd Apt 513 Vail, CO 81657 TELEPHONE NO: IDEKTIRCA110H NO. AUTHORIZATION TO DEBIT ACCOUNT FOR PAYMENT C T PRINCIPAL AMOUNT/ MATURtTY coat LOAN ALS ? RATE CREDO 61MIt DATE NUMBER NUMBER E JO 8.490 B $60,554.00 10/01/97 10/01/02 100-29-1627 9849521 1. AUTHORIZATION. Borrower hereby authorizes Lender to charge Account No. 229-354-3242 ('Account") for all payments due on Borrower's above described loan Or line of credit with Lender ('Obligation') until such time the Obligation is paid in full, or Borrower provides Lender with a written notice of cancellation of Borrower's authorization pursuant to paragraph 3. 2. PAYMENT DUE DATE/INSUFFICIENT FUNDS. If the payment due date falls on a date that Lender does not process payments, the payment will be deducted on the next day that Lender does process payments. Borrower agrees that if the Account does not have sufficient funds on the day that Lender attempts to deduct the payment, Lender, in its sole discretion shall determine whether or not a deduction shall be made. Lender may attempt, but shall have no further obligation to continue to attempt to deduct the payment amount from the Account. Until such time that payment is made, Borrower shall be responsible to make such payment, and all other payments that may be due on the Obligation. Lender 0 may, but shall not be required to; ? shall not-, take into account any line of credit on the Account to determine if there are sufficient funds available to deduct any payment from the Account. 3. CANCELLATION. Borrower or Lender may cancel this Authorization at any time by delivering a written notice to the other party. In the event Borrower desires to cancel this Authorization, Borrower shall provide Lender with a written notice at least 3 - days prior to the next scheduled payment date. 4. OPTIONAL. ? If checked, the Obligations have been incurred for a consumer purpose and Borrower understands that this Authorization to charge Borrowers Account is not a condition for granting credit to Borrower and is being granted solely at Borrowers option. 5. PAYMENT SCHEDULE. 59 payments of $1,245.64 beginning November 01, 1997 and continuing at monthly time intervals thereafter. A final payment of the unpaid principal balance plus accrued interest is due and payable on October 01, 2002. BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND AGREES TO THE TERMS AND CONDITIONS OF THIS AUTHORIZATION. BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS AUTHORIZATION. Dated: October 01, 1997 BORROWER: David Rovelstad BORROWER: David ove a a BORROWER: BORROWER: BORROWER: BORROWER: BORROWER: BORROWER: MAST618 0 Fo-A6on Te hn logles, Inc. (8/20/64) (600) 637-3799 0 0 AFFIDAVIT REGARDING SOURCE OF FUNDS I, JAMES MICHAEL COLLINS, DO HEREBY CERTIFY THAT I WILL HAVE INVESTED $100,000.00 IN THE BUSINESS OF BACHELOR GULCH WINES & SPIRITS, INC. AND THAT THE SOURCE OF MY INVESTMENT IS PROCEEDS FROM THE SALE OF 50% OF THE OUTSTANDING SHARES OF NORTH AMERICAN PRO SKI CORPORATION, A MAINE CORPORATION, IN 1992. (attach a copy of any notes, bank statements or personal docu- ments to document and verify the above information). DATED this 27th day of July, 1994. STATE OF COLORADO ) ss. COUNTY OF EAGLE ) James Michael Collins Subscribed and sworn to before me this 29th day of July, 1994, by James Michael Collins. it ess my hand and official ? G seal. My commission expires: . Notary P lic Address N'tnti-m-nt nfInnnq to mirrhnce, 45% of Fiarhoinm Wi-r_ :. nnrl ls'nirik ----- r------ Tn the, Avnn '11 nwn ?'n»rr-1 nnrl the, l ?nlnrwin Demrtment --- -- -- - -r--- - nf R PvPn»P- 10/1/199'x: sold stock and rediee- ed r-,Prtifir-.atPs nt (if-posit to raise $85,000. 10/1 /1997: took out a Jo. an 1 st Bank of Avon for $60,000. 2/04/2000: took out another loan of $20,000 for capital to maintain the retail store while waiting for our new liquor license. To the best of my knowledge these amounts and dates are accurate and true. All files are available through 1st Bank of Avon David P. Rovel stad Q? P."-?J- 2/0'7/2000 Subscribed and sworn before me this 7th day of February, 2000,`. by David P. Rovel ad. / r- My Commission Expires 00912003 INT No ary ublic ctir" 'rZ SI RADO DEPARTMENT OF STATE CERTIFICATE I, VICTORIA BUCKLEY, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE BACHELOR'S WINES & SPIRITS, INC. (COLORADO CORPORATION) FILE # 19941058394 WAS FILED IN THIS OFFICE ON May 20, 1994 AND HAS COMPLIED WITH THE APPLICABLE PROVISIONS OF THE LAWS OF THE STATE OF COLORADO AND ON THIS DATE IS IN GOOD STANDING AND AUTHORIZED AND COMPETENT TO TRANSACT BUSINESS OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE. ¦ STATE O I, NATALIE MEYER, Secretary of State of the State of Colorado hereby certify that the prerequisites for the issuance of this certificate have been fulfilled in compli- ance with law and are found to conform to law. Accordingly, the undersigned, by virtue of the authority vested in me by law, hereby issues A CERTIFICATE OF INCORPORATION TO BACHELOR GULCH WINES & SPIRITS, INC. 0 DEPARTMENT OF STATE CERTIFICATE p • Articles of IncorporaPon of Bachelor Gulch Wines & Spirits, Inc. KNOW ALL MEN BY THESE PRESENTS that I, the undersigned Incorporator, a natural person of the age of eighteen (18) years or more, desiring to organize a corporation under the provisions of the Colorado Corporation Code, do make, sign, verify and deliver in duplicate to the Secretary of State for the State of Colorado, these Articles of Incorporation. ARTICLE I NAME The name of the Corporation (the "Corporation") is Bachelor Gulch Wines & Spirits, Inc. ARTICLE II The Corporation is to have perpetual existence unless dissolved according to law. ARTICLE III The purpose of this Corporation shall be to engage in any lawful business for which corporations may be incorporated pursuant to the Colorado Corporation Code. ARTICLE IV CAPITAL STOCK The Corporation shall have the authority to issue a total of one thousand (1,000) shares with $10.00 par value, which shares shall be designated common stock. The consideration for the issuance of shares may be paid, in whole or in part, in money, or other property, tangible or intangible, or in labor or services actually performed for the Corporation. When payment of the consideration for which shares are to be issued has been received in an amount not less than par value or stated value by the Corporation, such shares shall be deemed to be fully paid and nonassessable. Neither the promissory note of a subscriber or purchaser of shares from the Corporation nor from any other person shall constitute payment or part payment for shares of the Corporation. The qualifications, limitations or restrictions of the capital stock of the Corporation are as follows: 1. d ends. Dividends in cash, property or shares of the Corporation, may be paid upon the common stock, as and when declared by the Board of Directors, out of funds of the Corporation to the extent and in the manner permitted by law. 2. Payment in Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, and after payment or setting aside of an amount sufficient to provide for payment in full of all debts and liabilities or any other claim against the Corporation, the remaining net assets of the Corporation shall be distributed pro rata to the holders of the common stock. The Board of Directors may, from time to time, distribute to the shareholders in partial liquidation, out of stated capital or capital surplus of the Corporation, a portion of its assets, in cash or property, in the manner permitted by law. 3. Voting Rights. The sole voting power shall be and remain solely in the common stock, each holder of common stock being entitled to one (1) vote, or fraction of a vote, for each share or corresponding fraction of a share of common stock. ARTICLE V PRE-EMPTIVE RIGHTS No holder of any stock of the Corporation shall be entitled, as a matter of right, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Corporation of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares. ARTICLE VI CUMULATIVE VOTING Cumulative voting shall not be allowed in the election of directors, nor for any other purpose. ARTICLE VII BOARD OF DIRECTORS 1. Pursuant to the provisions of C.R.S. 7-5-101 (1), the business and affairs of this Corporation and the management thereof shall be vested in a Board of Directors. Directors shall be natural persons of the age of eighteen years or older, but need not be residents of this state or shareholders of the corporation unless its Articles of Incorporation or bylaws so Page 2 require. The Articles of Incorporation or bylaws may prescribe other qualifications for directors. The board of directors has the authority to fix the compensation of directors unless otherwise provided in these Articles of Incorporation. 2. Pursuant to C.R.S. 7-5-101 (2), a director of this Corporation shall perform his duties as a director, including his duties as a member of any committee of the board of directors upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statement, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b), and (c) of this subsection 2, but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his duties shall not have any liability by reason of being or having been a director of the corporation. Those persons and groups on whose information , opinions, reports and statements a director is entitled to rely are: (a) One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons, professional or expert competence; or (c) A committee of the board upon which he does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the bylaws of the Corporation, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. 3. Pursuant to C.R.S. 7-5-102, the number of directors of the corporation shall be not fewer than three (3); except that there need be only as many directors as there are, or initially will be, shareholders, in the event that the outstanding shares are, or initially will be, held of record by fewer than three (3) shareholders. Subject to such limitation, the number of directors shall be fixed by or in the manner provided in the Articles of Incorporation or the bylaws, except as to the number constituting the initial board of directors, which number shall be fixed by the Articles of Incorporation. The names and addresses of the members of the first board of directors, who shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified are: J. Michael Collins P. O. Box 1524 Avon, Colorado 81620. t Page 3 4. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors, as permitted by the Colorado Corporation Code. Each director shall hold office for the term for which he is elected and until his successor has been elected and qualified. ARTICLE VIII SHARE TRANSFER RESTRICTIONS If at any time, the holders of a majority or more of the shares of the Corporation shall enter into an agreement restricting or limiting the sale, transfer, assignment, pledge or hypothecation of the shares of the Corporation, or any part thereof, to which agreement the Corporation shall become a party, the Corporation shall thereupon observe and carry out on its part the terms of any such agreement, and shall refuse to recognize any, sale, transfer, assignment, pledge or hypothecation, or any attempt at sale, transfer, assignment, pledge, or hypothecation, of any of the shares covered by such agreement, unless the same be in conformity with the terms and conditions of such agreement; provided, however, that a copy of such agreement be filed with the corporation, and provided further, that notice of the existence of such provision be noted conspicuously on the face or back of each and every certificate of shares subject to the terms and conditions of any such agreement. ARTICLE IX Pursuant to C.R.S. 7-5-109, the initial bylaws of the corporation shall be adopted by its Board of Directors. The bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or with these Articles of Incorporation. The Board of Directors may amend or repeal the bylaws unless the shareholders, in amending or repealing a particular bylaw, provide expressly that the directors may not amend or repeal such bylaw. ARTICLE X Pursuant to C.R.S. 7-3-101.5, except as provided in paragraph (d) of this Article, this Corporation shall indemnify against liability incurred in any proceeding an individual made a party to such proceeding because he is or was a director of this Corporation, if: (a) He conducted himself in good faith; Page 4 (b) He reasonably believed (i) in the case of conduct in his official capacity with the Corporation, that his conduct was in the corporation's best interests; or (ii) on all other cases, that his conduct was at least not opposed to the corporation's best interests; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. (c) The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not of itself determinative that the individual did not meet the standard of conduct set forth in subparagraph (a) hereinabove. ARTICLE XI DIRECTOR CONFLICTS U INTEREST Pursuant to C.R.S. 7-5-114.5, no contract or transaction between the corporation and one or more of its directors, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorized, approves, or ratifies the contract or transaction or solely because his or their votes are counted for such purpose if: (a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors of the committee, and the board of committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or (b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically authorized, approved, or ratified in good faith by vote of the shareholders; or (c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the shareholders. ARTICLE XII Page 5 Pursuant to C.R.S. 7-2-106, this corporation may amend its articles of incorporation, from time to time, to add or change a provision which is required to be set forth in the articles of incorporation, or to add, change or delete a provision which is permitted to be set forth in its articles of incorporation. Whether a provision is required or permitted to be set forth in the articles of incorporation shall be determined as of the effective date of the amendment. ARTICLE XIII Pursuant to the requirements of C.R.S. 7-3-110, as amended, the Corporation shall have and continuously maintain in this state a registered office which may be, but need not be, the same as its place of business, and a registered agent, who may be either an individual resident in this state who business office is identical with the registered office, or a domestic or foreign corporation authorized to transact business in this state which has a business office identical with the registered office. The initial registered office of this Corporation in the State of Colorado shall be at Suite 250, 41184 U. S. Highway 6, P. O. Box 5780, Avon, Colorado 81620, and the name of the initial registered agent upon whom process may be served in this state is Brian E. O'Reilly, of the same address. ARTICLE XIV The name and address of the Incorporator hereof is Brian E. O'Reilly, P. O. Box 5780, 41184 U. S. Highway 6, Avon, Colorado 81620. IN WITNESS WHEREOF, the above-named Incorporator signed these Articles of Incorporation this 14th )4y of May, 1994. OA-Z Brian E. O''pt lly Page 6 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) Before me, a Notary Public in and for the County of Eagle, Colorado, personally appeared Brian E. O'Reilly, known to me, who being first duly sworn, declared that he is the person who signed the foregoing document as Incorporator on the date and year above set forth. IN WITNESS WHE EOF, I have hereunto set my hand and official seal this day of May, 1994. pu. ?'?}•"'.?, • ? °.??'? N t y Public F -7•vivS:, 8 i1;3:?:i:V'?? • Page 7 Bache or ' Gulch s lch nes & Inc. " - Consent in Writing of the Shareholders and Directors in Lieu of Meeting July 1, 1994 Pursuant to the provisions of Sections 7-4-122 and 7-5-108 of the Colorado Revised Statutes, the undersigned, being all of the shareholders and directors of Bachelor's Gulch Wines & Spirits, Inc., a Colorado corporation, hereby consent to the adoption of the following resolution without a meeting: RESOLVED, that the By-laws of Bachelor's Gulch Wines & Spirits, Inc., a Colorado corporation, be amended such that the provisions of Article V, section 1, read as follows: 1.0 GENERAL. The officers of the corporation shall be a president, a secretary, and a treasurer, each of whom shall be elected by the board of directors. The board of directors may appoint such other officers and agents, including a vice- president and a chairman of the board of directors, as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the board of directors. Pursuant to the provisions of C.R.S. 7-108-301, the same individual may simultaneously hold more than one office in the corporation. In all cases where the duties of any officer, agent or employee are not prescribed by the By-Laws or by the board of directors, such officer, agent or employee shall follow the instruction of the president of the corporation. IN WITNESS WHEREOF, the undersigned have signed and executed this consent the 1st day of July, 1994. SH H ERS J. Michael Collins DIRECj-RS' U - J. Michael Collins Spits, h , ARTICLES OF AMENDMEPT THE ARTICLES OF INCORPORATION.OF BACHELOR'S WINES & SPIRITS, INC. jFIL]&D COPY Pursuant to the provisions of Article 7-107-104 of the Colorado business Corporation Act, the undersigned corporation, adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is Bachelor's Wines & Spirits, Inc. SECOND: The following Amendment to the Articles of Incorporation was adopted on June 1, 1997, in the manner prescribed by.the Colorado Business Corporation Act. Such amendment was adopted.by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval. Article IV of the Articles of Incorporation is hereby, amended to read as follows: ARTICLE IV 19971095183 M CAPITAL STOCK $ '?• 00 SECRETARY OF STATE The Corporation shall have the authority to issue a total ofO&wtt&ZusJW jj shares, which shares shall be designated no. par value common stock. . THIRD: The manner, if not set forth in such amendment,' in which any exchange, . ,reclassification, or cancellation of issued shares. provided for in the amendment shall be. effected, is as follows: not applicable. Bachelor's Wines & Spirits, Inc., a Colorado Corporation By: " Presi' ent MUST BE TYPEWRITTEN FILING FEE: $25.00 SUBMIT DUPLICATE ORIGINAL COPIES INCLUDE TYPED SELF-ADDRESSED ENVELOPE r N tchelor Gulch Wines & Spirts, Inc. Consent in Writing of the Board of Directors In Lieu of Meeting Pursuant to the provisions of Section 7-5-108 (3) of the Colorado Corporation Code, as amended, the undersigned, being all of the members of the Board of Directors of this corporation hereby consent to the adoption of the following resolutions by unanimous consent as if such action had been taken at a meeting of the directors of the corporation. RESOLVED, that the Articles of Incorporation of the corporation as filed in the Office of the Secretary of the State of Colorado be and the same hereby are adopted and approved as the Articles of Incorporation of this corporation, and that the secretary of the corporation be and hereby is instructed to cause the certified copy of the same to be inserted in the minute book of the corporation immediately following the copy of the Certificate of Incorporation; and further RESOLVED, that the By-Laws in the Consent, be and they hereby are adopted as the corporation and that the secretary of hereby is instructed to cause the same minute book of the corporation immediately the Articles of Incorporation; and further form attached to this and for the By-Laws of the corporation be and to be inserted in the following the copy of RESOLVED, that the following officers are elected to hold office as provided in the By-Laws of the corporation, until their successors are elected and qualified: President . . . . . . . . . . . . J. Michael Collins Vice-President. . . . . . . . . . none Secretary . . . . . . . . . . . . Brian E. O'Reilly Treasurer . . . . . . . . . . . . J. Michael Collins; and further RESOLVED, that all actions of the Incorporator to date, including the preparation and filing of the Articles of Incorporation be and they hereby are ratified, confirmed and approved; and further RESOLVED, that the Articles of Incorporation correctly state the principal office of the corporation and the person named therein as registered agent, until subsequently changed by a resolution of the Board of Directors; RESOLVED, that the corporate seal, an impression of which is affixed in the margin hereof, be and the same hereby is adopted as the corporate seal of the corporation, and that the form of stock certificate attached hereto is approved as the form of stock certificate for shares of common stock of the corporation; and further RESOLVED, that pursuant to C.R.S. 7-4-104 (2), the directors be and are hereby authorized to issue the unsubscribed capital stock of the corporation at such times and in such amounts as they shall determine, and to accept in payment thereof cash, labor done, personal property, real property or leases thereof, or such other property as the Board of Directors may deem necessary for the business of the corporation; and further RESOLVED, that such shares will not be registered under the Securities Act of 1933; that such shares may be offered, sold or otherwise transferred only after the presentation to the corporation of an opinion of counsel, satisfactory to the corporation, that the transfer is either registered or exempt from registration under the Securities Act of 1933 and any applicable state laws; and that stock certificates for shares of common stock of the corporation may bear a legend setting forth the restriction on transfer of stock set forth above; and further RESOLVED, that the treasurer of the corporation be and hereby is authorized and empowered to procure the necessary corporate books and records and to open and maintain stock transfer books in accordance with the laws of the State of Colorado as well as any other applicable laws; and further RESOLVED, that the president or such other officer as he may designate, be and is hereby directed to execute such documents as may be required to acquire a federal employer identification number for the use and benefit of the corporation; and further RESOLVED, that the president, any vice-president, the treasurer and the secretary of the corporation be, and each of them hereby is, authorized and empowered to sign for and on behalf of the corporation and in its corporate name all documents necessary to be signed by the corporation in the ordinary course of its business, except as otherwise provided by the Board of Directors of the corporation; and that the secretary or any assistant secretary of the corporation be, and each of them hereby is, authorized and empowered to affix the corporate seal of the corporation to any such document when so signed, to sign in attestation of such seal on all documents to which such seal is affixed, and to certify under such seal and issue copies of this or any other resolution adopted by the Board of Directors or stockholders of the corporation; and further RESOLVED, that for the purpose of authorizing the corporation to do business in any state, territory or dependency Page 2 of the United qtates or any foreign country in which it is necessary or expedient to transact any business, the proper officers of the corporation are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices, and, under the corporate seal, to make and file all necessary certificates, reports, powers of attorney and other instruments which may be required by the laws of any such state, territory, dependency or country to authorize the corporation to transact business therein; and further RESOLVED, that the fiscal year of the corporation shall be as determined by the accountants of the corporation; and further RESOLVED, that the corporation hereby its organization expenditures, as defined by the Internal Revenue Code of 1954, over a months, commencing with the month in which and that it's accountant shall be directed to on behalf of the corporation; and further elects to amortize Section 248(b) of 4eriod of sixty (60) it begins business, file said election RESOLVED, that the proper officers of the corporation are authorized to sell and issue common shares in an aggregate amount of money and other property (as a contribution to capital and as paid in surplus), which together with the aggregate amount of common shares outstanding at the time of issuance, does not exceed $1,000,000.00; and further RESOLVED, that the sale and issuance of shares shall be conducted in compliance with IRS Section 1244, so that the corporation and its shareholders may obtain the benefits of IRS Section 1244; and further RESOLVED, that Brian E. O'Reilly is hereby appointed to act as attorney for the corporation, and that he be paid the ordinary professional fees for his services; and further RESOLVED, that the proper officers of the corporation are directed to maintain such accounting records as are necessary so that any shareholder that experiences a loss on the transfer of common shares of the corporation may determine whether they qualify for "ordinary loss" deduction treatment on their personal income tax returns; and further RESOLVED, that the president and treasurer be and they hereby are authorized to establish a bank account to deposit therein funds of the corporation and to draw upon such funds, and to authorize other officers, employees, and agents of the corporation to make such deposits and to draw upon such funds subject to such limitations as the officers may designate. WHEREAS, the corporation qualifies corporation", as defined by Section 1361 Code of 1954, as amended, in that it corporation and in that it does not as a "small business of the Internal Revenue is not an ineligible Page 3 i (a) hal? more than 35 shareholders (b) have as a shareholder a person (other than an estate and other than a trust described in subsection (c)(2) of Section 1361) who is not an individual; (c) have a non-resident alien as a shareholder; (d) have more than one (1) class of stock; and RESOLVED, that the directors and officers be and they hereby are authorized and directed to do any and all acts and to execute any and all documents necessary or appropriate to carry out fully the foregoing Resolutions; and further RESOLVED, that the corporation proceed to carry on the business for which it was incorporated. IN WITNESS WHEREOF, the undersigned have approved and signed this Consent as of June 1, 1994. Brian O Reilly J. Mi.chae Collins Secret y Director Page 4 • Brun E. O'Reilly Attorney at Law Brian E. 01R611y Bachelor Gulch Wines & Spirits, Inc. c/o Collins P. O. Box 1524 Avon, Colorado 81620 July 1, 1994 Dear Sirs: Please be advised that the undersigned hereby resigns as secretary of Bachelor Gulch Wines & Spirits, Inc. effective this date. Ver truly yours, Brian E 'Reilly P.O. Box Drawer 5780 • Avon, Colorado • (303) 949-1636 • Fax (303) 949-9044 •chelor Gulch Wines & Spirts, Inc. Consent in Writing of the Directors In Lieu of Special Meeting Pursuant to the provisions of Colorado Revised Statutes, as amended, sole member of the Board of Directors Spirits, Inc., a Colorado corporatio adoptions of the following resolutions taken at a meeting of the directors of held on July 29, 1994: Section 7-5-108 of the the undersigned, being the of Bachelor Gulch Wines & n, hereby consent to the as if such action had been the corporation called and RESOLVED, that the following person be elected to the offices set forth hereinbelow opposite his name, to serve in accordance with and to have the powers and duties as described in the By-Laws of the corporation, until his successor is duly elected and qualified: J. Michael Collins Secretary. IN WITNESS WHEREOF, the undersigned have approved and signed this Consent as of the 29th day of J ly 1994. J. M chael Coll ns Director Bachelor's Wines & Spirits, Inc Consent in Writing of the Shareholders and Directors In Lieu of Meeting Pursuant to the provisions of Sections 7-4-122, 7-5-108 and 7-108-202 of the Colorado Revised Statutes, as amended, the undersigned, being all of the shareholders and directors of Bachelor's Wines & Spirits, Inc., a Colorado corporation, hereby consents to the adoption of the following resoutions by unanimous consent, as if such action had been taken at a special joint meeting of the shareholders and directors of the corporation called and held on July 8, 1997: RESOLVED, that the following persons be elected to the offices set forth hereinbelow opposite - their respective names, each to serve in accordance with and to have the powers and duties as described in the By-Laws of the corporation, until their successors are duly elected and qualified, subject only to his approval by applicable state and local liquor licensing authorities: David Rovelstad Director; and RESOLVED, that the following officers are elected to hold office as provided in the By-Laws of the corporation until their successors are elected and qualified: David Rovelstad vice president. IN WITNESS WHEREOF, the undersigned has approved this Consent as of the 8th day of July, 1997. is ae o ins shareholder and director ACCEPTED AND AGREED TO: avi ove sta All l7y ?1 ?,`, f4?'??? c>` 0 C 0 i t^i? 3 2?. ?a? ? i ` ,w` .:fF •tGti-d?'?i,F f (? _^ ' I' I? . r?, tY, t \"? T; (D r s a y z a 1. ea O ,• esx? , t ?,rt r tr G 14 Ya 1r Z. ?1iiY V - a - FJ- a4 91 c F 4 IF _ FA. 0 Fl ffj r Nv n t? "v r , 01 3: ksl r w o cnj X, lp c' rt -,M: x? '10 o m . v, o C'I?? al m, CL C) Cam, o o.. S" ri v ; d • A` \ O G m t2l `u h Cn z o' rC a n C`m DD v ?s kt o ?. ?. r -Z 1 bGt' V ?.! , !t ?rY ` FIf . r r f V k4''h.? [' ,??r,.. 1 c 1 f l ?J rN?l'x 8a.. 1..'t{. , 14;z r' -t.? ?? '?2'ar..?+?i'.`:`y?2+"?,F.- -?.. y. '.^1+ ??A. ^X?'Y.Jit????! y I yM "N A P?V? y _ 1 .? 1 ;? _: 4 ?2 ATP Uc i? m o f(D I "pti ,;lino zz- I , 0. V, H ifl A :4I I ? n, \r c \'? m Sn 17 is 01 .?y \ \ 1 ''ii L t q S .. 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OI3 `Q'Nosuoud SdI:LIums d. ns Axv -imcN i vo-, `(r4dmd? sv `06, ' T - d ?r ?t ?4• ?nnr . ?y A Y?[ AMENDED STO 'K PUKUJASE AGREEMENT THIS STOCK PURCHASE AGF EEMENT is made effective as of the 16th clay of December; 1997, at Avon, Colorado, by and between David Rovelstad, whose legal address ,J 921 Red Sandstone Road, Vail, Colorado 81657 ("Rovelstad"), James Michael Collins, whose legal address is P. O. Box 1524, Avon, Colorado 81620 ("Stockholder" or "Collins"), and Bachelor's Wines & Spirits, Inc., a Colorado corporation ("Bachelor's"). Collins and Bachelor's are hereinafter collectively referred to as "Sellers". RECITALS Collins has represented that he owns 100% of the outstanding stock of Bachelor's, which corporation owns and operates Bachelor's Wines & Spirits liquor store located in Avon, Colorado. Rovelstad desires to purchase nine hundred shares of the $10.00 par value common shares of Bachelors (the "Shares"), and Collins and Bachelors desire that this transaction be consummated. In consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties agree as follows: 10 PURCHASE AND SALE OF SHARES. A. Sale of Shares. At the Closing, as hereinafter defined, Bachelor's will sell and convey the Shares to Rovelstad by delivering to him a stock certificate representing the Shares and Rovelstad will pay to Bachelor's the purchase price for the Shares in accordance with this Agreement. B. Purchase Price. The purchase price for the Shares shall be ONE HUNDRED FIVE THOUSAND DOLLARS ($105,000.00), and the purchase price for a certain Non-Competition Covenant to be executed by Collins shall be THIRTY THOUSAND DOLLARS ($30,000.00), payable as hereinafter agreed. 2.0 REPRESENTATIONS AND WARRANTIES OF SELLERS. A. Warranties. Sellers represent and warrant to Rovelstad the following with respect to Bacliclor's: (i) Organization and Good Standin . Bachelor's is a corporation duly organized, valid y existinK and in good standing under the laws of the State of Colorado. Bachelor's has the power and authority to carry on its business as the same is presently conducted and to own and operate it's assets where such are now owned or leased. (ii) capital. As of the date and time of Closing, the authorized capital stock of the Bachelor's will consist of two thousand (2,000) shares of common stock, each having no par value; one thousand (1,000) shares are currently issued and outstanding. All of the Shares are duly authorized, validly issued and outstanding, fully paid, and nonassessable. There are, and, at the time of Closing will be, no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Bachelor's to issue or to transfer from treasury any additional shares of its capital stock of any class. (iii) Title to Shares. The Shares are free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions, that Sellers have full right and authority to enter into and to perform this Agreement and to transfer said Shares pursuant hereto. No action is pending and Collins has no knowledge of any threatened action which would contest Collins 's ownership of or right to transfer the Shares. (iv) Subsidiaries. Bachelor's does not own, directly or indirectly, any interest or investment, whether equity or debt, in any subsidiary. (v) Partnerships or joint Ventures. Bachelor's is not a partner nor a participant in any partnership or joint venture, or a participant, directly or indirectly, in any business other than the operation of a retail liquor store. (vi) Financial Statements and Outstanding Obligations to Collins. The most recent available financial statements for Bachelor's have or will be made available to Rovelstad prior to Closing; these financial statements have been prepared in accordance with generafly accepted accounting principals consistently followed by Bachelor's throughout the periods indicated, and fairly present the financial position of Bachelor's as Qf the dates indicated, including the fact that as of the date of Closing, Bachelor's will be indebted to Collins in the approximate amount of $88,000.00, together with the agreed upon amount of $12,000.00 interest, and the parties agree that upon Closing of the purchase and sale of the Shares, Bachelor's shall repay this obligation in full. At Closin&, Collins will also receive a shareholder's distribution in the amount of $35,000.00; it is the further agreement of the parties that Collins shall receive an employment bonus in the gross amount of $15,000.00 payable by Bachelor's on or before December 31, 1997 in addition to all additional amounts payable hereunder. (vii) Absence of Changes. Since the dates of the financial statement, there have not been any (a) transactions by Bachelor's except in the ordinary course of business; (b) material adverse change in the financial condition, liabilities, assets, business or prospects of Bachelor's; (c) destruction of, damage to, or loss of any assets of Bachelor's, unless covered by insurance, which materially and adversely affect the financial condition, business or prospects of Bachelor's; (d) declaration, setting aside, or payment of a dividend or other distribution in respect to the capital stock of Bachelor's, or Mi direct or indirect redemption, purchase or other acquisition by Bachelor's of any of it's shares of capital stock; (e) any undisclosed increase in the salary or other compensation payable or to become payable by Bachelor's to any of it's officers, directors or shareholders, or the declaration, payment or commitment or obligation of any kind for the payment by Bachelor's of a bonus or other additional salary or compensation to any such persons, except that Bachelor's may make distributions to Collins in any amount not in excess of the amount of distributions paid to him during the Corporation's last fiscal year. B. Absence of Undisclosed Liabilities. Bachelor's has no debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in Bachelor's financial statements, except those which have been incurred after the date of the financial statements, or which are not required by generally accepted accounting principals to be included in the financial statements. All debts, liabilities and obligations incurred after that date were incurred in the ordinary course of business. C. Tax Returns. Bachelor's has filed and paid all federal and state tax returns which are required to be filed by it, or will file all such required tax returns any pay any amounts so owed in a timely manner. D. Title to Assets. Bachelor's has good and sufficient title to all of it's assets free and clear of all undisclosed liens, claims, encumbrances and/or equities of others of any nature whatsoever; notwithstanding the foregoing, the parties acknowledge that Collins has entered into a certain agreement granting to Collins the option to purchase the condominium which is presently leased to Bachelor's by Elk Meadow, Inc. and that Collins has exercised his option to purchase the space individually and not on behalf of Bachelor's Wines & Spirits, Inc. E. Em to ment Contracts. The existing employment contract between Bachelor's and Rovelstad-will e terminated as of the date of Collins' acquisition of the real property referred to hereinabove at subparagraph D. This is the only written employment agreement to which Bachelor's is a party. F. Compliance with Other Instruments and Laws. Bachelor's is not, and the execution, delivery and performance of this Agreement by it and by Collins, will not result in the violation of any provision of the Articles of Incorporation or By-Laws of Bachelor's, or the violation or acceleration of any obligation under any provision of any mortgage, lien, lease, agreement, indenture, instrument, order, arbitration award, judgment or decree to which Bachelor's or Collins is a party or by which either is bound, and will not violate any other restriction of any kind or character to which theeyy are subject. Bachelor's has materially complied with, and is not in violation of, applicable federal, state or local statutes, laws and regulations and orders of governmental regulatory agencies with authority over the business of Bachelor's. G. Litigation. There is no suit, action, arbitration, or legal, administrative or other proceeding or governmental investigation pending, or to the best of Sellers's knowledge, threatened against or affecting Bachelor's, against it's businesses, assets or financial condition, or against its officers or directors in their capacities as such. Bachelor's is not presently engaged in any legal action to recover moneys due to it or damages sustained by it. H. Authority. This Agreement has been duly authorized, executed and delivered by Bachelor's and Collins, and is the valid, binding and enforceable obligation of each of them in accordance with it's terms, Collins has the right, power and authority to enter into and F erform this Agreement, and to sell, assign and deliver the Shares, and delivery of certificates or such Shares pursuant hereto will pass valid and marketable title thereto. 1. Licenses. The Sellers warrant that Bachelor's has all necessary licenses, permits, Certificates, consents, authorities and approvals to operate the business of Bachelor's as now carried on, all of the licenses, permits, certificates, consents, authorities and approvals of Bachelor's are valid, in good standing and under no jeopardy, and there are no actions pending or threatened against any of said licenses, permits, certificates, authorities and approvals of Bachelor's. J. Corporate Documents. Collins and Bachelor's have or will, prior to Closing, make available to Rovelstad for his examination: (i) copies of the Articles of Incorporation and By-laws of Bachelor's; (it copies of the minute books of Bachelor's; (iii) copies of the stock transfer books of Bachelor's. The copies of the Articles of Incorporation and By-Laws of Bachelor's which have or will be made available to Rovelstad are complete and correct as of the date of this Agreement, and such Articles of Inco oration and By-Laws will not be amended or changed in any respect between the date hereooand the Closing. K. Emplo, ee Benefit and Retirement Plans. Bachelor's does not now and never has adopted any type of pension, profit-sharing or other type of retirement plan, and there are no undisclosed obligations under any union contract or employee benefit plan. L. Full Disclosure. None of the representations and warranties made by Sellers, or made in any certificate or memorandum furnished or to be furnished by them, or on their behalf, contains or will contain any untrue statement of material fact, or omit any material fact the omission of which would be misleading. M. Brokerage. The parties warrant that they have had no dealings with any real estate broker or agent in connection with this agreement. 0 ROVELSTAD'S REPRESENTATIONS AND WARRANTIES A. Warranties. 'Rovelstad represents and warrants to the Sellers as follows: (i) Authority. That Rovelstad has the right, power, legal capacity and authority to enter into and perform his obligations under this Stock Purchase Agreement. This Stock Purchase Agreement, upon its execution, will constitute the binding and valid obligation of Rovelstad, enforceable according to it's terms and conditions. (ii) Consents. That Rovelstad need not obtain any consent, approval, authorization or any other action of any governmental authority or of any third party in order to execute and perform this Agreement. (iii) Brokerage. That he has had no dealings with any real estate broker or agent in connection with this Agreement. (iv) Additional Warranties. That in acquiring the Shares he is acquiring them for investment, and not with a view to the resale or distribution. Prior to acquiring the Shares, Rovelstad will have made an investigation of Bachelor's and it's business and will have had made available to him all information which he needed to make an informed decision to acquire the Shares. Rovelstad possesses experience and sophistication as an investor which is adequate for the evaluation of the merits and risks of the Shares; Rovelstad understands that they have not been registered under the Securities Act of 1933 or any state securities law; that he must bear the economic risk of this investment for an indefinite period of time because the shares have not been registered under the Securities Act of 1933 or any state securities laws, and, therefore, cannot be sold unless they are subsequently registered or unless exemptions from such re&istration requirements are available; and that any share certificate may bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES PROVISIONS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL (INCLUDING, AT THE COMPANY'S OPTION, AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER A THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULES OR REGULATIONS PROMULGATED THEREUNDER. 4.0 SELLERS' OBLIGATIONS BEFORE CLOSING. A. Sellers' Covenants. Sellers covenant that from the date of this Agreement until the Closing, they will not: (i) Change o Business Operations. Make any substantial alteration in the methods of o eration o Bachelor's, or take any action which will, or which may, materially and adversely affect the value of any of it's assets. Sellers shall, however, take any necessary or advisable action to protect the business of Bachelor's and its goodwill. (ii) Dividends and Salaries. Declare any dividends or take any action which might result in the payment of any dividends to the stockholders of Bachelor's, or make any payments or distributions to any officers, directors, stockholders or employees, save and except in the ordinary course of business; notwithstanding the foregoing, Seller may cause the distribution of any amount of shareholder distributions to himself not in excess of the amount of shareholder distributions, if any, taken during the preceding fiscal year. . (iii) Indebtedness. Incur any indebtedness other than in the ordinary course of business except as herein provided. (iv) Liens. Create, agree to, or participate in the creation of any liens or encumbrances upon Bachelor's property, except in the ordinary course of business. (v) Contracts. Enter into any material contract, or substantially amend or alter any existing contract to which Bachelor's may be a party, except in the ordinary course of business. (vi) Transfer O Assets. Sell or transfer any of Bachelor's assets, except in the ordinary course of business as heretofore conducted, save such items as have become no longer useful, obsolete or worn out, unless replaced by items of the same value and utility as the items transferred. (vii) Issuance of Capital Stock, Etc. Lease, sell or contract to sell, or grant options or other rights with respect to any capital stock or equity or debt securities in Bachelor's to any person or entity. 5.0 ROVELSTAD'S OBLIGATIONS BEFORE CLOSING A. Confidentiality. Rovelstad agrees that unless and until the Closing has occurred, Rovelstad and his representatives will hold in strict confidence, and will not use to the detriment of Collins or Bachelor's, all information obtained in connection with this Agreement. If the transactions contemplated by this Agreement are not consummated, Rovelstad will return to Sellers all data and information which Sellers may reasonably request. B. Due Diligence. Prior to acquiring the Shares, Rovelstad agrees to make such investi ation of Bachelor's and it's business and to review all such information as may be needeYto make an informed decision to acquire the Shares. 6.0 THE CLOSING. A. Time and Place. There shall occur a closing (the "Closingg") in escrow at the offices of Brian E. O'Reilly, P. C., Attorney at Law, Suite 250, 41184 U. S. Highways 6 & 24, Avon, Colorado 81620, on July 8, 1997, for the consummation of the purchase and sale of the Shares. B. Payment for Shares. Rovelstad shall pay the $105,000.00 purchase price for the shares and $30,000.00 in consideration of the execution and delivery of the non-competition covenant by Collins to Rovelstad, in the form of the attached Exhibit F, and all of the closing documents shall be placed in escrow pending the closing of the purchase and sale of the premises currently occupied by Bachelor's by Collins pursuant to the provisions of paragraph B (iii) hereinbelow, as follows: (i) $50,000.00 shall be payable on July 8, 1997; (ii) $85,000.00 shall be payable on or before October 15, 1997; C. The purchase price shall be placed in a separate interest-bearing account and the interest thereupon shall accrue to the benefit of Rovelstad. D. At or after the closing of the purchase and sale of the real property by Collins, without further instructions, the purchase price shall be disbursed to Collins, the shares shall be delivered to Rovelstad, and the closing documents shall be distributed to Collins and Rovelstad as their interests may appear. The parties hereto also expressly authorize and instruct Brian E. O'Reilly, P. C., as escrow agent, to fill in all applicable dates regarding the commencement dates of the lease agreement, the employment contract, the shareholders agreement, in all of the closing documents, and, absent fraud, such dates shall be conclusive evidence of the commencement dates of such agreements; notwithstanding the foregoing, escrow agent is authorized to correct any clerical errors with respect to such date or dates. E. Notwithstanding any other language of this Agreement, it is the agreement of the parties that Brian E. O'Reilly, P. C. may disburse all or any part of the purchase price to Elk Meadows, Inc. with an appropriate Notice of Exercise of Option executed by J. Michael Collins, as purchaser, notifying Elk Meadows, as seller, of the exercise of the option to purchase by J. Michael Collins. F. In the event of the closing documents evidencing the above referenced stock purchase and sale misstate or inaccurately reflect the true and correct terms and provisions of the sale and said misstatement or inaccuracy is due to clerical error, then, in such event, Purchaser and Seller shall in order to correct such misstatement or inaccuracy, execute such new documents or initial such corrected original documents as either party may deem necessary to remedy said inaccuracy or mistake. G. Conditions of Rovelstad's Obli ations. All obligations of Rovelstad under this Agreement are subject to the fulfillment prior to or at Closing of each of the followingg, conditions, any of which may be waived by the Rovelstad, except that the provisions of subparagraphs (iii) hereinbelow shall be complied with prior to the actual disbursement of the closing documents and the purchase price: (i) Performance. Sellers shall have performed and complied with all agreements, conditions and representations herein required to be performed or complied with prior to or at the Closing. (ii) Information Regarding Properties and Contracts. Sellers shall have furnished to Rovelstad, his agents an attorneys, information and certificates concerning the assets and business of Bachelor's, as may have been reasonably required, and all of the representations, covenants and warranties of this Agreement shall remain true and valid up to the time of Closing. (iii) Purchase of Real Property. Collins shall have purchased the premises in which the business of the Sellers is located, and shall have entered into a lease agreement with Bachelor's in the form of the attached Exhibit A. (iv) Employment Contract. Bachelor's and Rovelstad shall have entered into a Management Agreement in the form of the attached Exhibit B. H. At the Closing, the following shall occur as if simultaneously: (i) Deliveries by Seller. Seller shall deliver to Buyer: (a) stock certificates representing the Shares; (b) a general release running to the Corporation from Collins substantially in the form attached on Exhibit C hereto. (c) if so required, an instrument in writing from the Corporation's landlord in which the landlord has consented to this transfer of Shares. (d) Bachelor's shall have entered into the new Management Agreement with Rovelstad, a copy of which is attached hereto as Exhibit B. (e) Bachelor's shall pay to Rovelstad the amount of any bonus due to Rovelstad on account of that certain Management Contract by and between Rovelstad and Bachelor's dated November 1, 1996. (f) Collins shall have executed and delivered to Rovelstad his Agreement not to engage in the ownership or management of any retail liquor store within five miles from the present location of Bachelor's Wines & Spirits, Inc. for a period of three years from the date of Closing, a copy of which Covenant is attached hereto and made a part hereof by this reference as Exhibit G. This covenant not to compete shall lapse and be of no further force and effect if the closing shall not occur or if Rovelstad defaults under the terms and conditions of any agreements required to be executed for the benefit of Seller at the time of Closing. (ii) Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller: (a) the balance of the purchase price; a general release tanning to the Corporation from Collins (substantially in the form attached on Exhibit D hereto. (c) a fully executed termination of Buyer's existing employment agreement; (iii) Other actions. The parties shall enter into the Shareholders Agreement attache hereto as Exhibit E, and each party shall deliver to the other such other documents, certificates and the like as are reasonably required to perfect the transactions contemplated hereby. 7,0 COSTS. Each party shall pay all of his or it's own expenses in connection with the preparation and performance of this Stock Purchase Agreement. 8.0 NOTICES. Any notices, request, demand, consent, appproval, or other communication required or permitted hereunder shall be in writing and deemed to have been given when personally delivered, or, when delivered by United States Mail, postage prepaid, certified or registered mail, return receipt requested, in which case such nonce shall be deemed received three (3) days after mailing to the addresses hereinafter set forth, or to such other addresses as any party may hereinafter designate in writing and deliver as herein provided: Seller J Michael Collins P. O. Box 1524 Avon, Colorado 81620 with a copy at the same time to: Brian E. O'Reilly Attorney at Law P. O. Box 5780 Avon, Colorado'81620 Rovelstad: David Rovelstad 921 Red Sandstone Road, Unit Vail, Colorado 81657 with a copy at the same time to: Ross Davis, Jr. Attorney at Law P. O. Box 190 Vail, Colorado 81658 9.0 ARBITRATION. The parties hereby submit all controversies and matters of difference to arbitration in Avon, Colorado, according to the provisions of the Colorado Uniform Arbitration Act as in effect at the time of arbitration. This submission and agreement to arbitrate shall be specifically enforceable. Without limiting the generality of the foregoing, the following shall be considered controversies for this purpose: ((a all questions relating to the breach of any obligation, warranty or condition hereunder; (b3 all questions relating to representations, negotiations and other proceedings leading to the execution hereof; (c) the denial by any party of, a claim or demand of any other party; and (d) all questions as to whether the right to arbitrate any question exists. Arbitration may proceed in the absence of either party if notice of the proceedings has been given to such party. The parties agree to abide by all awards rendered in such proceedings. Such awards shall be final and binding on all parties to the extent and in the manner provided by the Colorado Uniform Arbitration Act, and may include the award of reasonable attorney's fees and costs to the prevailing party. No party shall be considered in default hereunder during the pendency of arbitration proceedings relating to such default. 10.0 ADVICE OF COUNSE This contract has been prepared by Brian E. O'Reilly, P. C. on behalf Bachelor's Wines & Spirits, Inc.; to the extent desired by each party hereto, he or it has been counseled by independent legal counsel of that party's choosing. To the extent that any party has not been represented by counsel of his choosing, he or it states that he or it is now, and has been throughout the negotiations herein, aware of his or it's right to the advice of independent counsel and that he or it has knowingly and without duress waived that right and elected to proceed without counsel. 11.0 ATTORNEY'S FEES. A. In the event that any party shall fail to keep any of the conditions or agreements contained herein, each party shall have the right at his or it's respective option either to bring an action for damages for breach of agreement or to pursue any other remedy allowable at law or in equity; should any party be required to retain an attorney or attorneys to enforce the provisions bf this Agreement, whether or not litigation is actually required, the non-breaching party shall be entitled to recover from the party breaching this Agreement those reasons le attorney's fees incurred as a result of such breach. B. If, without fault, any party is made party to any litigation instituted by or against the other, the other will indemnify the faultless one against all, loss, liability, cost and expense, including reasonable attorney's fees, incurred by it in connection with such litigation. 12.0 MISCELLA A. Paragraph Headings, The paragraph headings are inserted only for convenient reference and shall not a ct the construction or interpretation of any of its provisions. B. Modification and Waiver. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it, and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this agreement shall be binding unless executed in writing by all parties. No waiver of any of the provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. C. Rights of Parties. Nothing in this Agreement, whether express of implied, in intended to confer any rights or remedies under or by reason of this agreement on any persons other than the parties to it and their respective successors and assigns. D. Severability. In the event that any covenant, condition or provision of this Agreement shall be held invalid, the invalidity of any such provision or art thereof shall in no way effect the validity of the other provisions or parts of provisions of this Agreement. E. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties to it, and their respective heirs, legal representatives, successors and assigns, provided that Rovelstad may not assign any of his rights under it. F. Survival of Warranties. The representations, warranties and agreements of Sellers and Rovelstad hereunder shall survive the Closing hereof. G. Governine Law. This Stock Purchase Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. DATED THIS 20TH DAY OF DECE R, 1997. avi ove sta Michael a ins ` Bach lor' W' es t S irits, Inc. B resi ent LIST OF EXHIBITS Exhibit A ...... Lease Agreement Exhibit B ...... Management Agreement Exhibit C ...... Rclcasc from Collins to Bachclor's Exhibit D ...... Release from Rovelstad to Bachelor's Exhibit E ...... Shareholders Agreement Exhibit F ...... Share Certificate Exhibit G ...... Non Competition Covenant BACHELOR GULCH WINES & SPIR*, INC. CONSENT IN WRITING OF THE SHAREHOLDERS & DIRECTORS IN LIEU OF MEETING Pursuant to the provisions of Section 7-5-108 of the Colorado Revised Statutes, as amended, the undersigned, being all of the directors and shareholders of Bachelor Gulch Wines & Spirits, Inc., a Colorado corporation, hereby consent to the adoption of the following resolution by unanimous consent, as if such action had been taken at a joint special meeting of the shareholders and directors of the corporation called and held on July 29, 1994: The following shareholders authorized these Resolutions: Shareholder Number of Shares % of Outstanding Shares James Michael Collins 10,000 100% RESOLVED, that James Michael Collins be and is hereby authorized and directed to take all actions necessary on behalf of the corporation, and under its corporate seal, if required, to make execute and file all documents necessary to effectuate approval by state and local liquor licensing authorities of the issuance to the corporation of a retail liquor store liquor license for its premises located at 1060 W. Beaver Creek Blvd., Avon, Colorado. IN WITNESS WHEREOF, the undersigned has approved and signed this Consent as of the 29th day of July, 1994. *??el Collins Shareholder & Director • AFFIDAVIT REGARDING ISSUED AND OUTSTANDING SHARES I, JAMES MICHAEL COLLINS, AS PRESIDENT AND SOLE DIRECTOR OF BACHELOR GULCH WINES & SPIRITS, INC., A COLORADO CORPORATION, DO HEREBY CERTIFY THAT THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF BACHELOR GULCH WINES & SPIRITS, INC., A COLORADO CORPORATION, IS 10,000 AND THAT SUCH SHARES ARE HELD SOLELY BY JAMES MICHAEL COLLINS AND REPRESENTED BY SHARE CERTIFICATE NO. 1, DATED JUNE 1, 1994. DATED this 27th day of July, 1994. 1 _ ames Michael Collins STATE OF COLORADO ) ss. COUNTY OF EAGLE ) Subscribed and sworn to before me this 29th day of July, 1994, by James Michael Collins. it ess my hand and official seal. My commission expires: 1L-- - m- V Notary Pu c t? Address ? .. C, ? ` 4r I 1 PUBLIC NOTICE NOTICE OF PUBLIC HEARING FOR A RETAIL LIQUOR STORE LICENSE NOTICE IS HEREBY GIVEN that Bachelor's Wine and Spirits has made application on January 24, 2000 to the Avon Town Council acting as the Local Licensing Authority, for a Retail Liquor Store License at 1060 W. Beaver Creek Blvd., Town of Avon, County of Eagle, State of Colorado. Mike Collins, President, and David Rovelstad, Vice President. A hearing will be hel?t 8:00 A?1?I. on Wednesday, February 23, 2000 at the Town Council Chambers in the Municipal Building at 400 Benchmark Road, Avon, Colorado, to determine if this application should be approved. Information may be obtained up to and including the date of the hearing and all persons desiring to protest the granting of this application may file their petition or remonstrances until that time. BY ORDER OF THE AVON TOWN COUNCIL ACTING AS THE LOCAL LICENSING AUTHORITY By: Kris Nash Town Clerk Published in the Vail Valley Times on February 11, 2000 ut ( cfw NG -?e STATE OF COLORADO ) COUNTY OF EAGLE ) TOWN OF AVON ) SS: CERTIFICATE OF POSTING I, Kristen Nash, Town Clerk of the Town of Avon, Colorado, do Hereby Certify that Pursuant to the Laws of the State of Colorado and the Ordinances of the Town of Avon, Bachelor's Wine and Spirits, 1060 W. Beaver Creek Blvd., Avon, Colorado, which Business has Applied for a New Retail Liquor Store Liquor License, was Duly Posted for No Less Than Ten Continuous Days, with the First Day of Posting Occurring on February 10, 2000. In Witness, Whereof, I Have Hereunto Set My Hand and The Official Seal of the Town of Avon, Colorado, this 10'h Day of February, 2000. Town Clerk V • • Dated: February 16, 2000 LOCAL LICENSING AUTHORITY TOWN OF AVON COLORADO IN RE THE APPLICATION OF BACHELOR'S WINE AND SPIRITS REPORT OF FINDINGS FOR A RETAIL LIQUOR STORE LIQUOR LICENSE TO: The Applicant Above and Other Interested Parties PURSUANT to the Statutes of the State of Colorado, the Ordinances of the Town of Avon, and the Rules and Procedures of the Local Licensing Authority, you are hereby advised that with regard to the application for a liquor license an investigation has been made, and the Report of Findings is as follows: TRUE FALSE X (1) The State or Local Licensing Authority has not denied an application at this proposed location, for the reason that the reasonable requirements of the neighborhood and the desires of the adult inhabitants were satisfied by existing outlets, within the last two years. X (2) From evidence submitted, the applicant is entitled to possession of the premises. X (3) The sale of liquor in the proposed location is in an area permitted under the applicable zoning laws of the Town of Avon. 0 REPORT OF FINDINGS page 3 0 (9) The applicant is advised to obtain and read a copy of the State of Colorado Liquor and Beer Codes and Regulations. Lo al Licensing Authority A on Town Clerk ? n C O VON February 10, 2000 Via Federal Express Ms. Joyce Truitt Colorado Department of Revenue Liquor Enforcement Division 1881 Pierce Street Lakewood, CO 80214-1495 RE: Concurrent Review for Bachelor's Wine and Spirits Application for Retail Liquor Store License Dear Joyce, Enclosed is an application for a retail liquor store license for Bachelor's Wine and Spirits. They would like to do a concurrent review. Also enclosed is $952.50 for state fees. As you may recall, this is the applicant who let their liquor license expire past 90 days so they are reapplying. Per our conversations with Matt Cook on January 24, 2000 he said if they do a concurrent review, the State can have a license waiting for them upon approval at the local level. The Town of Avon Liquor Licensing Authority is holding their hearing on Wednesday, February 23, 2000 at 8:00 AM. Upon approval of the Avon Licensing Authority, the applicant would like to drive the approved application to Denver on that day to pick up their state license. Please let me know if that would be allowed so I can relay that information to the applicant. you for all your help. Please call me at 970-748-4035 if you need. Sincerely, ash Clerk Post Office Boa- 975 400 Benchmark Road Avon, Colorado 81620 970-748-4000 970-949-9139 Fax 970-845-7708 TTY t Avon Police Department Liquor License Applicant Name: Collins, James Michael Name of Business: Bachelor Gulch Wine & Spirits Inc. Location of Business: 1060 W. Beaver Creek Blvd. Date Received: 021000 Photographs/Fingerprints: On File Investigation by: Detective Alan C. Wilson/613 Date: 021800 Criminal Investigation: No criminal history located, per C.B.I./C.C.I.C. Local history revealed no contacts as well. Local historv revealed calls for service for 1999 at Bachelor Gulch Wine & Spirits as follows: 120699 Reporting Part y Suspicious Occurrence 120599 Reporting Part y Citizen Assist 112499 Reporting Party Burglary Alarm 083199 Reporting Part y Suspicious Occurrence 031599 Reporting Part y Structure Fire at SunRidge Comments: Background investigation conducted with no problems and or areas of concern. N.C.I.C. database not accessed on this applicant. Bachelor Gulch Wine & Spirits has an excellent reputation of reporting incidents and assisting investigations of the Avon Police Department. Investigation Time: 2 hours. Administration Time: ]hour. 1-1 LL- TO: CONCJ2771 THE CRIMINAL JUSTICE RECORD INFORMATION YOU REQUESTED FOR NAME: COLLINS, JAMES M DOB: 010848 SOC: 021364116 NO COLORADO RECORD OF ARREST HAS BEEN LOCATED BASED ON INFORMATION PROVIDED COLORADO BUREAU OF INVESTIGATION DATE: 02/17/2000 E 11 •?a Town of Avon Character Investigation Town Clerk's Office - Referral to Police Department Date: January 26, 2000 J Mi ch a P 1 Cis 1 i i n G has made application at the Town Clerk's office for: Type of license Retail Liquor Store Name of business Bachelor's Wine & g^irits - Location of business 1060 W Leaver Creek- R-14-rd., Avon The above named person is required to fill out forms for character investigatio and to be fingerprinted and photographed prior to the issuance of the license. Notice to Applicant The Town of Avon, by law, has the authority to regulate liquor and pawnbroker licenses. Pursuant to that authority, the Town conducts character investigations of owners and managers of these licensed establishments. The Character Investigation report provides basic information about the applicant which is necessary for the investigation. ALL questions must be answered in their entirety. Every answer you give will be checked for its truthfulness. A deliberate falsehood will jeopardize the application, as such falsehood within itself constitutes evidence regarding the reputation and character of the applicant. I have-read acid I-.d understaffid the above statement. pphcant's Signature Date Town CGFWss Office Character Investigation Page 1 • • I have read and I do understand the above statement. BACKGROUND INFORMATION REPORT TOWN OF AVON TOWN CLERK'S OFFICE - REFERRAL TO DEPARTMENT OF POLICE Date , Z J. Michael Collins has made application at the Town Clerk's office for: Type of license Retail Liquor Name of business Bachelor Gulch Wine & Liquors. Inc. Location of business 1060 W. Bt-aver Creek Blvd. Avon- CO 81620 The above named person is required to fill out forms for Background Investigation, and to be fingerprinted and photographed, prior to the issuance of the license. 11 , Tbwn 1Glerk's Office ********************************************************************* C 7 - -I The Town of Avon, by law, has the authority to regulate liquor licenses. Pursuant to that authority, the Town conducts background investigations of owners and managers of liquor or 3.2 beer licensed establishments. The Background Information Report provides basic information about the applicant which is necessary for the investigation. LU questions must be answered in their entirety. Every answer you give will be checked for its truthfulness. A deliberate falsehood will ieoyardize the ?- ,,,?Oplican,t?ls Signature Date Amended/93 • Background Information Report Page 2 TO BE TYPED OR PRINTED BY APPLICANT (Do not use pencil, ink only) 1. NAME Collins James Michael 2. HOME TELEPHONE 'A28-6'iiA Last First Middle 3. ALIASES Mike Collins 4. DATE OF BIRTH 118/48 5. PLACE OF BIRTH Salem, Mass, 6. SEX Male 7. HEIGHT 9'1_0!''_ WEIGHT 155 _ 8. RACE 9. HAIR COLOR Rrnwn 10. EYE COLOR Blue 11. SOCIAL SECURITY NUMBER 021-36-4116 12. DRIVER'S LICENSE NUMBER Y335146 13. STATE OF ISSUE FOR DRIVER'S LICENSE CO 14. HAS YOUR DRIVER'S LICENSE EVER BEEN SUSPENDED OR REVOKED No 15. IF YES, STATE WHERE, WHEN AND WHY 16. ARE YOU A NATURALIZED CITIZEN OF THE UNITED STATES ( ) YES (X) NO. IF YES, NATURALIZATION NUMBER 17. HOME ADDRESS • S y State zip code 18. HOW LONG AT CURRENT ADDRESS 3 Years 19. CURRENT OCCUPATION Self Employed 20. EMPLOYER 21. BUSINESS ADDRESS . 1060 West Beaver Creek Blvd., Avon, CO 816LEPHON9_r0/845=7333 Street city state zip code 23. STARTING WITH CURRENT EMPLOYMENT, LIST ALL FOR PAST TEN (10) YEARS NAME ADDRESS POSITION FROM-TO Rnrk3 Mmintai Prn Snnrtc P.O. Box 1524, Avon, C0 President 1991-Present North American Pro Ski Corti 122 Front Strept- Rat , ME Vice President 1976-41 Current.President Bachelor Wine & Spirits 11 Background Information Report Page 3 24. IF EVER DISCHARGED FROM A POSITION, STATE WHERE, WHEN AND REASON 25. IS YOUR RESIDENCE OWNED OR RENTED Owned IF RENTED, FROM WHOM 26. TELEPHONE 303/328-6338 27. HAVE YOU EVER BEEN INVOLVED IN ANY CIVIL ACTION No 28. SPOUSE'S NAME N/A Last First Middle 29. SPOUSE'S ALIASES 30. SPOUSE'S DATE OF BIRTH 31. SPOUSE'S PLACE OF BIRTH 32. SPOUSE'S SOCIAL SECURITY NUMBER 33. SPOUSE'S HEIGHT WEIGHT HAIR COLOR EYE COLOR 34. SPOUSE'S PLACE OF EMPLOYMENT 35. LIST NAME, PLACE, DATE OF BIRTH AND ADDRESS OF ALL CHILDREN FULL NAME PLACE AND DATE OF BIRTH ADDRESS N/A 36. NUMBER OF YEARS OF SCHOOL ATTENDANCE 13 yrB7. DIPLOMA OR DEGREE ATTAINED P-L 38. DATE GRADUATED FROM HIGH SCHOOL 1965 39. NAME OF SCHOOL FROM WHICH GRADUATED OR LAST ATTENDED Salem State College 40. ADDRESS OF SAME Salem MA Background Information Report Page 5 52. DESCRIBE IN DETAIL THE BUILDING CONTAINING THE PREMISES TO BE LICENSED: A. TYPE OF CONSTRUCTION Steel Frame Construction B. FOR WHAT PURPOSE USED Retail & offirP C. SPECIFY THE FLOORS AND ROOMS (OR AREAS) WHERE ALCOHOLIC BEVERAGES WILL BE SOLD, SERVED, AND STORED 1,218 Sq. ft. IST Lp-ort_ 53. WHO OWNS THE LAND UPON WHICH THE LICENSED PREMISES ARE SITUATED? PROVIDE FULL NAME, RESIDENCE ADDRESS, AND DATE OF BIRTH Elk Meadows, Inc., P_n_ Rox 728, FZwar-ds,C,C R1632 54. WILL THE APPLICANT, OR ANYONE ELSE, CONDUCT ANY BUSINESS OTHER THAN THE SALE OF ALCOHOLIC BEVERAGES ON THE LICENSED PREMISES NO IF SO, STATE THE BUSINESS, INCLUDING THE FULL NAME, RESIDENCE ADDRESS, AND DATE OF BIRTH OF THE PERSON WHO IS TO OPERATE IT ----* 55. IF THE APPLICANT DOES NOT RESIDE IN COLORADO, PROVIDE THE NAME, RESIDENCE ADDRESS, AND DATE OF BIRTH OF YOUR AUTHORIZED AGENT IN COLORADO UPON WHOM SERVICE OF PROCESS CAN BE MADE IN ANY PROCEEDINGS AGAINST THE APPLICANT PURSUANT TO ANY STATUTE, ORDINANCE, OR REGULATION APPLICABLE TO THE CONDUCT OF SAID BUSINESS N/A 56. HAS THE APPLICANT AGREED TO PERMIT ANY PERSON TO RECEIVE, OR AGREED TO PAY TO ANY EMPLOYEE OR OTHER PERSON (BY WAY OF RENT, SALARY OR OTHERWISE), ALL OR ANY PORTION OR PERCENTAGE OF THE GROSS OR NET PROFITS OR INCOME DERIVED FROM THE BUSINESS TO BE CONDUCTED UNDER THE LICENSE APPLIED FOR? IF SO, STATE COMPLETE DETAILS No Background Information Report Page 6 ® 57. IDENTIFY BY NAME, ADDRESS, AND DATE OF BIRTH, THE MANAGER OF THE CONCERNED PREMISES 58. ARE THE PREMISES OWNED OR LEASED BY THE APPLICANT? IF LEASED, STATE FROM WHOM, INCLUDING FULL NAME AND RESIDENCE ADDRESS IF APPLICABLE. PROVIDE COMPLETE DETAILS REGARDING THE LEASE AGREEMENT 0255 j,arksN;? Land., . P?yfln , _CO 81620 _ 59. IF APPLICABLE, STATE IN DETAIL ANY FORM OF ENTERTAINMENT TO BE OFFERED N/A 60. DO YOU HAVE ANY DIRECT OR INDIRECT FINANCIAL INTEREST IN ANY OTHER BUSINESS, PARTNERSHIP ASSOCIATION, ORGANIZATION OR CORPORATION, WHICH HAS A RETAIL LIQUOR LICENSE OR ANY FINANCIAL INTEREST IN A RETAIL ® LIQUOR LICENSE IN THE STATE OF COLORADO? YES NO xx IF ANSWER IS YES, LIST FULL DETAILS OF ANY SUCH INTEREST(S) 61. IF APPLICANT IS A-CORPORATION, ANSWER THE FOLLOWING: NAME HOME ADDRESS CITY DATE OF BIRTH (MONTH,DAY,YEAR) Mike Co11inA PRES._,_0255 arkspur Dane, Avon, CO 8162n 118149 Da v? V. PRES. (z'3 J. Michael Collins TREAS. 0255 Larkspur Lane,Avon, Co aLE2D 1/8/48 J. Michael Collins SECRE. 055 Larkspur Lane, Avon, CO 616,20 118/48 MGR. ?3 ?_1?E!?gv?E?L? _?L__ i'-GQIt'm4RlIJS ?°t? ?I(?3? EXCLUDING THE ABOVE LISTED CORPORATE OFFICERS AND/OR MANAGER OF THE LICENSED PREMISES, I HEREBY CERTIFY, UNDER PENALTY OF LAW, THAT NO OTHER PERSON(S) HAS ANY DIRECT OR INDIRECT FINANCIAL INTEREST IN THE BUSINESS TO BE CONDUCTED UNDER THE LICENSE HEREIN APPLIED FOR. ® I HEREBY ACKNOWLEDGE THAT I HAVE OBTAINED AND EXAMINED A COPY OF THE COLORADO BEER & LIQUOR CODE (TITLE 12, COLORADO REVISED STATUTES, 1973, AS AMENDED. (NOTE: COPIES OF THE CODE ARE AVAILABLE FROM THE COLORADO DEPARTMENT OF REVENUE). 48. List bank and credit references of applicant and spouse (if different) Name Address Telephone Type of Account/Number E 49. List three (3) personal references Name Address Telephone Time Known 50. List three (3) professional references Name Address Telephone Time Known 51 a. List all arrests, including traffic (use additional paper if necessary) 51 b. List all convictions, including traffic (use additional paper if necessary List when, where and the final disposition for all convictions. 52. Describe in detail the building containing the premises to be licensed: A. Type of construction B. For what purpose used C. Liquor applicants only, specify the floors and rooms (or areas) where alcoholic beverages will be sold, served, and stored 53. Who owns the land upon which the licensed premises are situated? Proved full name, residence address, and date of birth c: Character Investigation Page 4 • Background Information Report Page 7 0 I HEREBY CERTIFY THE FACTS CONTAINED WITHIN THE AFOREGOING BACKGROUND INFORMATION REPORT ARE TRUE AND CORRECT AND I UNDERSTAND THAT ANY FALSIFICATION OR MISREPRESENTATION WILL RESULT IN A REJECTION OF THIS APPLICATION OR A REVOCATION OF SAID LICENSE. cant's Signature ate SWORN BEFORE ME THIS DAY OF --717!L -f , 19 ?T BY•; 11.1_ Ciu?l s MY COMMISSION EXPIRES Z?zt ??tC. -A NOTSY ?IC plicant's Signature Date F L-J 0 Background Information Report Page 2 TO BE TYPED OR PRINTED BY APPLICANT (Do not use pencil, ink only) 1. NAME Collins James. Michael 2. HOME TELEPHONE '12R-6,yis Last First Middle 3. ALIASES Mike Collins 4. DATE OF BIRTH 1/8/48 5 PLACE OF BIRTH Salem. Mass. 6. SEX Male 7. HEIGHT 'S 10Y WEIGHT 155 8. RACE 9. HAIR COLOR Rrnum 10. EYE COLOR Blue 11. SOCIAL SECURITY NUMBER 021-36-4116 12. DRIVER'S LICENSE NUMBER Y335146 13. STATE OF ISSUE FOR DRIVER'S LICENSE co 14. HAS YOUR DRIVER'S LICENSE EVER BEEN SUSPENDED OR REVOKED No 15. IF YES, STATE WHERE, WHEN AND WHY 16. ARE YOU A NATURALIZED CITIZEN OF THE UNITED STATES ( ) YES (X) NO. IF YES, NATURALIZATION NUMBER 17. HOME ADDRESS P Box 1 Si24 / Avon CO 81620 Street City State Zip Code 18. HOW LONG AT CURRENT ADDRESS 3 Years 19. CURRENT OCCUPATION Self Employed 20. EMPLOYER 21. BUSINESS ADDRESS. ?jELEPHON Street city State Zip Code 23. STARTING WITH CURRENT EMPLOYMENT, LIST ALL FOR PAST TEN (10) YEARS NAME ADDRESS POSITION FROM-TO Rnrk?4 Mnnntain Prn gnnrtc P.O. Box 1524, Avon, CO President 1991-Present North American Pro Ski Corp 122 Front Street- Rath, ME Vice President 1976-91 Background Information Report Page 6 57. IDENTIFY BY NAME, ADDRESS, AND DATE OF BIRTH, THE MANAGER OF THE CONCERNED PREMISES 11? Q!5 E 58. ARE THE PREMISES OWNED OR LEASED BY THE APPLICANT? IF LEASED, STATE FROM WHOM, INCLUDING FULL NAME AND RESIDENCE ADDRESS IF APPLICABLE. PROVIDE COMPLETE DETAILS REGARDING THE LEASE AGREEMENT 59. IF APPLICABLE, STATE IN DETAIL ANY FORM OF ENTERTAINMENT TO BE OFFERED N/A 60. DO YOU HAVE ANY DIRECT OR INDIRECT FINANCIAL INTEREST IN ANY OTHER BUSINESS, PARTNERSHIP ASSOCIATION, ORGANIZATION OR CORPORATION, WHICH HAS A RETAIL LIQUOR LICENSE OR ANY FINANCIAL INTEREST IN A RETAIL LIQUOR LICENSE IN THE STATE OF COLORADO? YES NO xx IF ANSWER IS YES, LIST FULL DETAILS OF ANY SUCH INTEREST(S) 61. IF APPLICANT IS A CORPORATION, ANSWER THE FOLLOWING: NAME HOME ADDRESS CITY DATE OF BIRTH (MONTH,DAY,YEAR) Mike CnllinS PRES. _ 1/8/48 Davy QAQi0 P. VLove. -S-TA-D V. PRES.L3 (2 LE A mfVLY -1 QAiL EAL&a &s yTt i I s-2 J. Michael Collins TREAS. 1/8/48 J. Michael Collins SECRE._ 1/8/48 NJ 0 (neY Tkf',k EXCLUDING THE ABOVE LISTED CORPORATE OFFICERS AND/OR MANAGER OF THE LICENSED PREMISES, I HEREBY CERTIFY, UNDER PENALTY OF LAW, THAT NO OTHER PERSON(S) HAS ANY DIRECT OR INDIRECT FINANCIAL INTEREST IN THE BUSINESS TO BE CONDUCTED UNDER THE LICENSE HEREIN APPLIED FOR. ® I HEREBY ACKNOWLEDGE THAT I HAVE OBTAINED AND EXAMINED A COPY OF THE COLORADO BEER & LIQUOR CODE (TITLE 12, COLORADO REVISED STATUTES, 1973, AS AMENDED. (NOTE: COPIES OF THE CODE ARE AVAILABLE FROM THE COLORADO DEPARTMENT OF REVENUE). Feb-14-00 11:22an From-TOWM OF PAIL DISPATCH T-744 P.03/18 F-374 ,214/00 HTE CAD PAGE 1 993280079 104,05:31 CAD`CALL-INFORMATION _- _- _ _ .___ .- .- - .. + Call Number: + " 993280079 ?? Call Type.: 118 BURGLARY ALARM Police . . Entry Day/Tm: 11/24/99 8:11:13 118 BURGLARY ALARM Police CmnN: BACHELOR WINE & SPIRITS Agency........ 002 AVON P. D. Location...: 1060 W BEAVER CREEK BL Apt: 21 City ...... : AVON Block#: 1000 Loc ID: Mapr: 2.1 Intersectn.: MILLIES HWY 6 Caller Name: Last: First: T Mid: Apt: Address...: OP 6399 COMM C R City/State: 800-306-2 564 Phone#: 845 - 7333 ( ) Source: Call Taker.: 9458 SORENSEN PAULETTE Dispatcher.: 1340 ANDERSON JULIE N A R R A T I V E - fir- 8:12:20 .. FRONT DOOR ? 63-3 is OUT $s19:44 CALL INSIDE AND HAVE THEM STEP OUT THE FRONT DOOR 8:19:58 CALLING INSIDE... 8:20:03 SPEAKING WITH DAVE.... EVERYTHING IS FM 8:20:45 WEARING A BLUE DENIM SHIRT, BLUE JEANS, AND A BROWN HAT 8:20:45 613 IS IN CONTACT 8:21:25 P E R S O N I N F 0 Person Type: WARR WANTS/WARRANT User ID: BDOBRANSKY Race.. Sex: Age: - Hgt: - Wgt: - Person Weapon: Build.: Hair-- Eyes: Hat... Jacket: shirt... Pants: Shoes: Facial: Glasses: SSN: 0 p " Flight Dir: CL BOTH *-Name: L: ROVELSTAD M 4-Addr: 0 4? city: I Additional: *NONE Mode: F. DAVID M: Phone#: OL#: DOB: 4111952 Apt: 11124/99 ( ) Last Changed: 8:33:59 Unit Status History Information 11/24/99 8:11:14 18 ROUTE CALL., TIME RT 613 unit Status History Information 11/24/99 8:13:46 4 DISPATCHED 11/24/99 8:13:46 11 ASSIGNED AS PRIMARY 11/24/99 8:14:07 26 ENROUTE TO SCENE 11/24/99 8:34:02 20 AVAILABLE ,r „p 0 467592251 WILSON ALAN PR E A E Fob-14-00 11:22pe Fron-TOWN OF VAIL DISPATCH T-744 P.04/18 F-3T4 2/14/00 HTE CAD PAGE 2 10:05:31 CAD CALL INFORMATION 993280079 ------------------------------------------ ---------------------------- C D I S P U S I T I O N S 1 001 Incident Report Case#(: 2 - 99-0034146 Unit: 613 1N ??1 At ? r ?M I Avon Police Department Liquor License Applicant Name: Rovelstad, David P. Name of Business: Bachelor Gulch Wine & Spirits Inc. Location of Business: 1060 W. Beaver Creek Blvd. Date Received: 021000 Photographs/Fingerprints: On File Investigation by: Detective Alan C. Wilson/613 Date: 021800 Criminal Investigation: Criminal history located, per C.B.I./C.C.I.C. as follows: 110685 Arrest by Vail Police Department on following four charges: Possession Dangerous Drugs Possession Dangerous Drugs Traffic Offense DUI Per Se 062386 Conviction by Eagle County Sheriff s Department on following two charges: Possession Dangerous Drugs DWAI 072698 Arrest by Colorado State Patrol on following three charges: DUI DUI Per Se Traffic Offense Local historv revealed calls for service for 1999 at Bachelor Gulch Wine & Spirits as follows: 120699 Reporting Part y Suspicious Occurrence 120599 Reporting Part y Citizen Assist 112499 Reporting Part y Burglary Alarm 083199 Reporting Part y Suspicious Occurrence 031599 Reporting Part y Structure Fire at SunRidge Comments: Background investigation conducted with no problems and or areas of concern with the exception of the above three incidents concerning Rovelstad personally. N.C.I.C. database not accessed on this applicant. Bachelor Gulch Wine & Spirits has an excellent reputation of reporting incidents and assisting investigations of the Avon Police Department. Investigation Time: 2 hours. Administration Time: ]hour. TO: CONCJ2771 THE CRIMINAL JUSTICE RECORD INFORMATION YOU REQUESTED FOR NAME: ROVELSTAD, DAVID P DOB: 041152 SOC: 501626261 FOLLOWS: ATTN: PAGE # 1 COLORADO BUREAU OF INVESTIGATION - CRIME INFORMATION CENTER 690 KIPLING STREET, #3000, DENVER, COLORADO 80215 303/239-4208 THIS IDENTIFICATION RECORD, FOR LAWFUL USE ONLY, SUMMARIZES INFORMATION SENT TO THE CBI BY FINGERPRINT CONTRIBUTORS IN COLORADO. WHERE THE DISPOSITION IS NOT SHOWN OR FURTHER EXPLANATION OF A CHARGE OR DISPOSITION IS DESIRED, CONTACT THE AGENCY THAT FURNISHED THE FINGERPRINTS. ONLY THE COURT OR DISTRICT ATTORNEY IN WHOSE OFFICE A FINAL DISPOSITION OCCURRED CAN PROVIDE A CERTIFIED COPY OF THAT DISPOSITION. STATE LAW GOVERNS ACCESS TO SEALED RECORDS. UNLESS FINGERPRINTS ACCOMPANIED YOUR INQUIRY, WE CANNOT GUARANTEE THIS RECORD RELATES TO THE PERSON IN WHOM YOU HAVE AN INTEREST. BECAUSE ADDITIONS AND DELETIONS MAY BE MADE AT ANY TIME, A NEW COPY SHOULD BE REQUESTED WHEN NEEDED FOR SUBSEQUENT USE. NAME(S) USED: ROVELSTAD, DAVID PHILLIP PHYSICAL: W M 510 150 BRO/BLU SKIN: DATE(S) OF BIRTH: 041152 PLACE (S) OF BIRTH: ND v ----------------- CONTRIBUTOR / -------------------- NAME / ----------------------------------------- CHARGE / ARREST# -------- --------- DATE -------------------- DISPOSITION ----------------------------------------- PD VAIL ROVELSTAD, DANGEROUS DRUGS ARREST # B1316 DAVID PHILLIP POSS DATE - 11/06/85 OFFENSE DATE: 11/06/85 DISPO: RELEASED ON BAIL ITEM #001/009 PD VAIL ROVELSTAD, DANGEROUS DRUGS ARREST # B1316 DAVID PHILLIP POSS DATE - 11/06/85 OFFENSE DATE: 11/06/85 DISPO: RELEASED ON BAIL ITEM #002/009 PD VAIL ROVELSTAD, TRAFFIC OFFENSE ARREST # B1316 DAVID PHILLIP OFFENSE DATE: 11/06/85 DATE - 11/06/85 DISPO: RELEASED ON BAIL ITEM #003/009 PD VAIL ROVELSTAD, DRIVING UNDER INFLUENCE LIQUOR ARREST # B1316 DAVID PHILLIP PER SE DATE - 11/06/85 OFFENSE DATE: 11/06/85 DISPO: RELEASED ON BAIL ITEM #004/009 w . e --- END OF PAGE # 1 --- PAGE # 2 ------------------------------------------------------------------------------ CONTRIBUTOR / NAME / CHARGE / ARREST# DATE DISPOSITION ------------------------------------------------------------------------------ EAGLE COUNTY SHERIF ROVELSTAD, DANGEROUS DRUGS F - EAGLE DAVID PHILLIP POSS ARREST # P-6506 DATE - 06/23/86 DISPO: GUILTY AT TRIAL 2 1/2 DAYS ITEM #005/009 EAGLE COUNTY SHERIF ROVELSTAD, F - EAGLE DAVID PHILLIP ARREST # P-6506 DATE - 06/23/86 CSP (TROOP 4C) EAGL ROVELSTAD, E DAVID PHILLIP ARREST # 98-1199 DATE - 07/26/98 MNU:OA-86654 CSP (TROOP 4C) EAGL ROVELSTAD, E DAVID PHILLIP ARREST # 98-1199 DATE - 07/26/98 MNU:OA-86654 CSP (TROOP 4C) EAGL ROVELSTAD, E DAVID PHILLIP ARREST # 98-1199 DATE - 07/26/98 MNU:OA-86654 DRIVING UNDER INFLUENCE LIQUOR DWAI DISPO: GUILTY AT TRIAL 2 1/2 DAYS ITEM #006/009 DRIVING UNDER INFLUENCE LIQUOR MISDEMEANOR ITEM #007/009 DRIVING UNDER INFLUENCE LIQUOR PER SE MISDEMEANOR ITEM #008/009 TRAFFIC OFFENSE MISDEMEANOR ITEM #009/009 --- END OF PAGE # 2 --- ---- END OF RECORD MEETING DISSEMINATION CRITERIA ---- ------- 02/17/00 ------ 1921MT----- *** CRIMINAL JUSTICE AGENCIES MAY NOT HAVE PROVIDED ALL ARRESTS, *** *** CHARGES OR DISPOSITIONS TO THE CBI. THIS RECORD SHOWS ALL *** *** ARRESTS, CHARGES & DISPOSITIONS THAT WERE PROVIDED, UNLESS *** *** ACCESS TO THEM HAS BEEN LIMITED BY COURT ORDER. *** Town of Avon Character Investigation Town Clerk's Office - Referral to Police Department Date: Tannary 96, 9000 David R n V e l -st. a r3 has made application at the Town Clerk's office for: Type of license Name of business Location of business RAnhP1nr1c WinPg and R irifis The above named person is required to fill out forms for character photographed prior to the issuance of the license. e 5 0 Notice to Applicant Avon igation, and to be fingerprinted and s Office The Town of Avon, by law, has the authority to regulate liquor and pawnbroker licenses. Pursuant to that authority, the Town conducts character investigations of owners and managers of these licensed establishments. The Character Investigation report provides basic information about the applicant which is necessary for the investigation. ALL questions must be answered in their entirety. Every answer you give will be checked for its truthfulness. A deliberate falsehood will jeopardize the application, as such falsehood within itself constitutes evidence regarding the reputation and character of the applicant. I have read and I do understand the above statement. ??c QPCW Jj 2-L- Applicant's Signature Date Character Investigation Page I BACKGROUND INFORMATION REPORT TOWN OF AVON TOWN CLERK'S OFFICE - REFERRAL TO DEPARTMENT OF POLICE Date -Z-//O- 1?g ' f ?t ?J Q has made application at the Town Clerk's office for: Type of license ?.. l Q u, c2VL . / ? I- "-M I ?-- -n? r Name of business \J cz-C k-e C)K-3 UJ i ?& -t- 'k' S P (9- .1 T Location of business to co o W , byaa VC4L O Mpz?ke-- !3L Vb The above named person is required to fill out forms for Background Investigation, and to be fingerprinted and photographed, prior to the issuan "of the lice e. )471' Town Clerk's Office NOTICE TO APPLICANT The Town of Avon, by law, has the authority to regulate liquor and Pawnbroker licenses. Pursuant to that authority, the Town conducts background investigations of owners and managers of these licensed establishments. The Background Information Report provides basic information about the applicant which is necessary for the investigation. All questions must be answered in their entirety. Eve answer you give will be checked for its truthfulness. A deliberate falsehood will jeopardize the application, as?such falsehood within itself constitutes evidence regarding the reputation and character of the applicant I have read and I do understand the above statement. Applicant's Signature 2/cP/Q? Date Amended/97 • i Background Information Report Page 2 TO BE TYPED OR PRINTED BY APPLICANT (Do not use pencil, ink only) 1. NAME ?,bV E'L-SiAn CAA I) r 2. Last First Middle 3. ALIASES 0 4. 5. PLACE OF BIRTH??p-f,pQKS ,?1 MFj<_ 6. u HOME TELEPHONE DATE OF BIRTH SEX 7. HEIGHT _'?JQ WEIGHT J(S2_ 8. RACECJ.c.t?. 9. HAIR COLOR ?3r2n 10. EYE COLOR U 11. SOCIAL SECURITY NUMBER _SZ ( -(m2 ?'LG 12. DRIVER'S LICENSE NUMBER 'A?,- jq j - (Q(o2'Z- 13. STATE OF ISSUE &0 FOR DRIVER'S LICENSE Q('). 14. HAS YOUR DRIVER'S LICENSE EVER BEEN SUSPENDED OR REVOKED Kh 15. IF YES, STATE WHERE, WHEN AND WHY 16. ARE YOU A NATURALIZED CITIZEN OFTyH?E? UNITED STATES ( ) YES W) NO C9Z ?RN ?0 1 `?t? ll lt?DS EIG 3 17. HOME ADDRESS ?' Street City State Zip Code 18 HOW LONG AT,CURRENT ADDRESS (?? S 19. CURRENT OCCUPATION ry P_ 2 0. EMPLOYER L s w (?? Sp??[ 1) O 21. BUSINESS ADDRESS J() a ra?ct?,(?nl?fl(xxl SJ(°?. TELEPHONE ?4 - 333 Street City State Zip 23. STARTING WITH CURRENT EMPLOYMENT, LIST ALL FOR PAST TEN (10) YEARS NAME ADDRESS POSITION FROM-TO W YIXITS 1N? - 1290 W , L)t4u(W- Y1. D rn(,12_ °Cy 9 R? ? W S ?'- ? ? 1 L Y1J W (Z Y11 G-?2 ? ? - ?t N-&MO 61PLALL (??nn? aj-o? o ftn Background Information Report Page 3 • 24. IF EVER DISCHARGED FROM A POSITION, STATE WHERE, WHEN AND REASON 6 ,AMO 61Zi Lt, M?r?n?aPo?i IY?n I 1Z 1 SiA ?? rL?? rYv g- ' h y? g „ -, Vy D LL) n ?.iQ-S f V1? 4- 25. IS YOUR RESIDENCE OWNED OR RENTED -0UJ 4F RENTED, FROM WHOM 26. TELEPHONE '47b- &7D1 27. HAVE YOU EVER BEEN INVOLVED IN ANY CIVIL ACTION 28. SPOUSE' S NAME A Las First Middle 29. SPOUSE' S ALIASES 30. SPOUSE' S DATE OF BIRTH 31. SPOUSE' S PLACE OF BIRTH 32. SPOUSE' S SOCIAL SECURITY.NUMBER 33. SPOUSE' S HEIGHT WEIGHT HAIR COLOR EYE COLOR 34. SPOUSE' S PLACE OF EMPLOYMENT 35. LIST NAME , PLACE, DATE OF BIRTH AND ADDRESS OF ALL CHILDREN FULL NAME PLACE AND` DATE OF BIRTH ADDRESS r Background Information Report Page 4 36. NUMBER OF YEARS OF SCHOOL ATTENDANCE 37. DIPLOMA OR DEGREE ATTAINED 38. DATE GRADUATED FROM HIGH SCHOOL ITIC? 39. NAME OF SCHOOL FROM ^WHICH GRADUATED OR LAST ATTENDED 40. ADDRESS OF SAME 41. APPLICANT'S BRANCH OF'MILITARY SERVICE (IF APPLICABLE) 42. TERM OF SERVICE 43. TYPE OF DISCHARGE 44. DATE OF SEPARATION OF DISCHARGE 45. WHERE 46. SERVICE NUMBER 47. LIST ALL PREVIOUS STATES RESIDED WITHIN (INCLUDING MILITARY SERVICE) 48. LIST BANK AND CREDIT REFERENCES OF APPLICANT AND SPOUSE (IF DIFFERENT) NAME ADDRESS TELEPHONE TYPE OF ACCOUNT/NUMBER 3?n a? 1164 IL C? ?ck?'naS 32yZ 49. LIST THREE (3) PERSONAL REFERENCES NAME ADDRESS TELEPHONE TIME KNOWN Ti (Z 2 c e ?f n An AS 6 -3008 r a u S Kas?tc? n? ry, n -t c c,?2r? 82?- - S? 1"4 L 048. List bank and credit references of applicant and spouse (if different) Name Address Telephone Type of Account/Number 49. List three (3) personal references Name Address Telephone 50. List three (3) professional references Name Address Telephone Time Known Time Known 51 a. List all arrests, including traffic (use additional paper if necessary) DW A 1 Pe) S Se s to ? 51 b. List all convictions, including traffic (use additional paper if necessary) -"R A M ? List when, where and the final disposition for all convictions. 'F?lq 6-Le, 52. Describe in detail the building containing the premises to be licensed: A. Type of construction B. For what purpose used C. Liquor applicants only, specify the floors and rooms (or areas) where alcoholic beverages will be sold, served, and stored 53. Who owns the land upon which the licensed premises are situated? Proved full name, residence address, and date of birth Character Investigation Page 4 Background Information Report Page 5 50. LIST THREE (3) PROFESSIONAL REFERENCES NAME ADDRESS TELEPHONE TIME KNOWN LAgky AllW95bl\ U1AI L , Ii?(a-2--1? 1 P) yP--s yao 's ?? t S U Eli `?? co ??-?+ y 15 k RS 5 'e-ve ?(M P? VN d? w A&t's q-L&- I o 93 q 4 ? tLc 51. LIST ALL ARRESTS AND CONVICTIONS, INCLUDINGFTRAFFIC ( USE ADDITIONAL PAPER IF NECESSARY) wAl 'S P_ S ('o v? 0 7" C°.e) opt( ag LIST WHEN, WHERE AND THE FINAL DISPOSITION M54? (.0y a.8 Do 52. DESCRIBE IN DETAIL THE BUILDING CONTAINING THE PREMISES TO BE LICENSED: A. TYPE OF CONSTRUCTION B. FOR WHAT PURPOSE USED C. LIQUOR APPLICANTS ONLY, SPECIFY THE FLOORS AND ROOMS (OR AREAS) WHERE ALCOHOLIC BEVERAGES WILL BE SOLD, SERVED, AND STORED 53. WHO OWNS THE LAND UPON WHICH THE LICENSED PREMISES ARE SITUATED? PROVIDE FULL NAME, RESIDENCE ADDRESS, AND DATE OF BIRTH E 1. Background Information Report Page 6 ' 54. LIQUOR APPLICANTS ONLY; WILL THE APPLICANT, OR ANYONE ELSE, CONDUCT ANY BUSINESS OTHER THAN THE SALE OF ALCOHOLIC BEVERAGES ON THE LICENSED PREMISES D IF SO, STATE THE BUSINESS, INCLUDING THE FULL NAME, RESIDENCE ADDRESS, AND DATE OF BIRTH OF THE PERSON WHO IS TO OPERATE IT 55. IF THE APPLICANT DOES NOT RESIDE IN COLORADO, PROVIDE THE NAME, RESIDENCE ADDRESS, AND DATE OF BIRTH OF YOUR AUTHORIZED AGENT IN COLORADO UPON WHOM SERVICE OF PROCESS CAN BE MADE IN ANY PROCEEDINGS AGAINST THE APPLICANT PURSUANT TO ANY STATUTE, ORDINANCE, OR EGULATION APPLICABLE TO THE CONDUCT OF SAID BUSINESS R 56. HAS THE APPLICANT AGREED TO PERMIT ANY PERSON TO RECEIVE, OR AGREED TO PAY TO ANY EMPLOYEE OR OTHER PERSON (BY WAY OF RENT, SALARY OR OTHERWISE), ALL OR ANY PERSON OR PERCENTAGE OF THE GROSS OR NET PROFITS OR INCOME DERIVED FROM THE BUSINESS TO BE CONDUCTED UNDER THE LICENSE APPLIED FOR? IF SO, STATE COMPLETE DETAILS 57. IDENTIFY BY NAME., ADDRESS, AND DATE OF BIRTH, THE MANAGER OF? I THE CONCERNED PREMISES IAOUCS ?dV??^Srt p <-Z t L IS -e 6 Background Information Report Page 7 58. ARE THE PREMISES OWNED OR LEASED BY THE APPLICANT? IF LEASED, STATE FROM WHOM, INCLUDING FULL NAME AND RESIDENCE ADDRESS IF APPLICABLE. PROVIDE COMPLETE DETAILS REGARDING THE LEASE AGREEMENT ?f 0.Sf-?) !L"SY i r\ 59. LIQUOR APPLICANTS ONLY; IF APPLICABLE, STATE IN DETAIL ANY FROM OF ENTERTAINMENT TO BE OFFERED 4d 60. DO YOU HAVE ANY DIRECT OR INDIRECT FINANCIAL INTEREST IN ANY OTHER BUSINESS, PARTNERSHIP ASSOCIATION, ORGANIZATION OR CORPORATION, WHICH HAS A RETAIL LIQUOR LICENSE OR PAWNBROKER LICENSE OR ANY FINANCIAL INTEREST IN A RETAIL LIQUOR LICENSE OR PAWNBROKERS LICENSE IN THE STATE OF COLORADO? YES NO IF ANSWER IS YES, LIST FULL DETAILS OF ANY SUCH INTEREST(S) 61. IF APPLICANT IS A CORPORATION, ANSWER THE FOLLOWING: NAME HOME ADDRESS CITY DATE OF BIRTH (MONTH,DAY,YEAR) J . rt ! RzL ???PRES. &v/0 c. icOl R? V. PRES. yZ / 47 rki Ong .L?n /? `? '??L `J-_1 tC ?/-? TREAS . ZyL /alt cEL (bWrSSECRE. r0-Am/"s- E Background Information Report Page 8 EXCLUDING THE ABOVE LISTED CORPORATE OFFICERS AND/OR MANAGER OF THE LICENSED PREMISES, I HEREBY CERTIFY, UNDER PENALTY OF LAW, THAT NO OTHER PERSON(S) HAS.ANY DIRECT OR INDIRECT FINANCIAL INTEREST IN THE BUSINESS TO BE CONDUCTED UNDER THE LICENSE HEREIN APPLIED FOR. I HEREBY ACKNOWLEDGE THAT I HAVE OBTAINED AND EXAMINED A COPY OF THE COLORADO BEER & LIQUOR CODE (TITLE 12, COLORADO REVISED STATUTES, 1973, tAS AMENDED). (NOTE: COPIES OF THE CODE ARE AVAILABLE FROM THE COLORADO DEPARTMENT OF REVENUE). SIGNATURE 46 I HEREBY ACKNOWLEDGE THAT I HAVE OBTAINED AND EXAMINED A COPY OF THE AVON MUNICIPAL CODE, CHAPTER 5.28 PAWNBROKERS SIGNATURE i I HEREBY CERTIFY THE FACTS CONTAINED WITHIN THE AFOREGOING BACKGROUND INFORMATION REPORT ARE TRUE AND CORRECT AND I UNDERSTAND THAT ANY FALSIFICATION OR MISREPRESENTATION WILL RESULT IN A REJECTION OF THIS APPLICATION OR A REVOCATION OF SAID LICENSE. ??. P. k"tJ- -Lh Olg6 Applicant's Signature Date 2 C3 Applicant's Signature bat SWORN 6EFPRE? E HIS ?? DAY OF ?j 19?j BYE ?l A?Vt?-1T?1 MY CO I S,S MIA I RE n I H: O'REILLY q?F OF O??Q? NOTIQ?Y ?PUBL C t R I FA-14-00 11:26pm Frw-TOWN OF PAIL DISPATCH T-T44 P.14/10 F-ST4 2/14/00 HTE CAD PAGE 1 --^^-ww- aw`_-- _993400236- 10:06:05 ----------------- CAD- CALL -INFORMATION Call Number: 993400236 Call Type.: 080 SUSPICIOUS OCCURRENCE Police Entry Day/Tm: 12106/99 15:19:06 080 SUSPICIOUS OCCURRENCE Police CmnN: BACHELOR WINE AND SPIRITS Agency.......: 002 AVON P.D. ,Location...: 1060 W BEAVER CREEK 1000 Loc ID: CLMap t: 2Z1 -1-City ...... : AVON ;ntersectn.: MILLIES HWY 6 $Caller Name: Last:ROVELSTAD First:DAVE Mid: * Address.... Apt: City/State: Phone#: 845 7333 t ) Source: Call Taker.: 7192 COMROR REBECCA Dispatcher.: 1340 ANDERSON JULIE N A R R A T I V E SUSPECT BOUGHT ALCOHOL FOR A ZCVI AND THE RP HAS THE 15:20:09 ALCOHOL BACK, THE SUSPECT AND KID ARE BOTH GONE AND 15:20:09 HAS TUEM BOTH ON TAPE 16:20:09 THEY LIVE IN THE ASPENS TRAILED. PARK 15:20:17 *,rTONE °"1:2/06/99 15:19:07 606 .12/06/99 15:21:48 12/06/99 15:21:48 12/06/99 15:21:50 12/06/99 15:38:53 12/06/99 15:41:00 Unit status History Information 18 ROUTE CALL TIME RT Unit Status History Information 4 DISPATCHED D 11 ASSIGNED AS PRIMARY PR 26 ENROUTE TO SCENE E 6 ON SCENE 0 20 AVAILABLE A D Z S P O S I T 1 o N S 1 001. Incident Report Case# 2 - 99-003561 Unit: 606 ?r M' ,M M Y1 Nf k Fob-14-00 11:28pa Fron-TOWN OF PAIL DISPATCH T-744 P.15/18 F-374 244/00 HTE CAD PAGE I vo o6:15 w CAD-CALLwINFORMATTONwaw__aaaaa__- 992780245^ a wwd.w4 _aMaa.. .. .. .. www Police ,oball`Number- 992780245 call Type.: 137 CITIZEN ASSIST tpEntry Day/Tm: 10/05/99 15:47:07 137 CITIZEN ASSIS'I' Police CmnN: BACHELOR WINE & SPIRITS Agency.......: 002 AVON P.D. Location...: 1060 W BEAVER CREEK SL Apt: Z1 City......: AVON Block#: 1000 Loc ID: C Mapr: 2.1 intersectn.: MILILIES HWY 6 Caller Name: Last:ROVELSTAD First:DAVE Mid: Address.. Apt' City/State: Phone#: 845 - 7333 { ) Source: Call Taker.: 2907 WESSELS SHONNA -Dispatcher.: 2907 WESSELS SHONNA N A R R A T I V E M WOULD LIKE TO GET A RESTRAINING ORDER AGAINST A PARTY BY THE 15:54:10 •_ NAME OF JACK GRIMES 15:57:01 h PERSON INFO Person Type: SuSP SUSPECT User ID: SWESSELS Race.: Sex: Age: - Hgt: - Wgt: - Person #: 1 Weapon: Build.: Hair.... Eyes: Hat... Jacket: Shirt... Pants: Shoes: Facial: Glasses: SSN: 0 Flight Dir: Name : L : GRIMES Addr: 0 City: Additional: 4 *?NONE 0/05/99 15.47.08 r w 806 10/05/99 16:02:39 10/05/99 16:02:39 10/05/99 16:19:13 10/05/99 16:25:05 10/05/99 16:26:16 Mode: F: JACK M: Phone#: OL#: DOB: 0 Apt: 10/05/99 ) Lasst Changed: 15:57:08 Unit Status History Information 18 ROUTE CALL TIME RT Unit Status History Informations 4 DISPATCHED D 11 ASSIGNED AS PRIMARY PR 16 RESET UNIT TIME CHEC RS 29 ENROUTE TO THE JAIL EJ 20 AVAILABLE A D I S P O S I T I O N S I oo9 No Report ?r r p. .. ik case# 2 - oo-000000 Unit: 606 r k Fob-14-00 11:26pn FrwTOWN OF PAIL DISPATCH T-744 P.16/18 F-374 2114/00 HTE CAI) PAGE l 10:06:21 CAD CALL INFORMATION a----------wM1a_-_-_992430197` ya w a?wawwwwww--aww w wwwww wl. /y .yaawwwwl. aawwwr 0080 STISMIOUS OCCURRENCE Police 80 SUSPICIOUS OCCURRENCE Police .Entry D?eTm-958/31/99 12:04:44 Call Type.: ,Cann: BACHELOR WINE & SPIRITS Agency ....... 002 AVON P.D. cation...: 1060 W BEAVER. CREEK : BL Apt: Z1 "City......: AVOID Block#: 1000 Loc ID: C Mapr: 2.1 " ?ntersectn.: MILLIES HWY 6 h 0 *Caller Name: LasC:ROVELSTAD First-.DAVE Mid: Address...: Apt: City/State: Phone#: 845 - 7333 l ) Source: Call Taker-: 7192 COMROB REBECCA Dispatcher.: 4679 BARREN PAUL N A R R A T I V E FIRED AN EMPLOYEE AND HE MADE SOME THREATS TO HIM 608 WAS ADVISED HE WAS ON CODR SAID HE WOULD TAKE IT AFTER T_ -8/31/99 12:04:45 N? 6'08 Unit Status History Information 18 ROUTE CALL TIME RT i unit status History Information 8/31199 12:18:00 4 DISPATCHED D 6/31/99 12:18:04 11 ASSIGNED AS PRIMARY PR 8/31/99 12:18:02 6 ON SCM O B/31/99 12:38:57 20 AVAILABLE A .Y. M W if w 8964 PEREZ 12:06:17 12:09:19 12:oa:45 SANTI D I S P O S I T 1 0 N 3 1 001 Incident Report Case# 2 - 99-002551 Unit: 608 1 µ [Ib-14-00 11:25pn Frm-TOWN OF VAIL DISPATCH T-744 P.11/10 F-ST4 ?2 X4/00 F`TE CAD PAGE 1 990740190 10% 05:59 wRCAD-CALL -INFORMATION ---_.._ ___..___...._,._ + _ ..Call Number: _?___w 990740190 w^ Call Type.: 182 STRUCTURE FIRE Fire Fire .Entry Day/Tm: 3/15/99 13:38:36 182 STRUCTURE FIRE CmnN: SUNRIDGE P11 11 Agency .......: 002 AVON FI RE DEPART14 Location...: 1050 W BEAVER CREEK Block#: 1000 Loc BL Apt: ID: C Mapr: 2.1 City....... AVON HWY 6 Interseetn.: MILLIES Caller Name: Last:ROVELSPAD First:DAVID Mich: Apt: Address...: City/State: Phone#: 845 - 7333 ( ) Source: .Call Taker.: 3258 UHLRICH BETH ANN 4Dispatcher.: 5071 MCINTYRE JENNIFER N A R R A T I V E F " ROOF ON FIRE BY BACHELOR GULCH WINE AND SPIRITS IS PR ` RP, HE IS GOING OUTSIDa TO CHRCK BLDG G JUST SEE'S SMOKE TONES GIVEN SECOND CALL RECEIVED BLUE ADVISED CONFIRMED SECOND FLOOR ROOF STRUCTURE FIRE GENERAL ALM, STATION TWO GENERAL TONES GIVEN ALARM FROM COMPANY FROM F, G OR H .. 4FT SQUARE AREA, INITIATING ATTACK JUST ON THE ROOF AT THIS TIME M GENERAL TONES FOR VAIL FIRE AND ECAD SETTING UP COMMAND POST AT 127 OUTSIDE OF THE FIRE NO FIRE INSIDE, ON SHAKE ROOF TONE OUT CANCEL OF GENERAL ALM AND STAND DOWN DOWN ANY FURTHER RESPONSE STAND DOWN TONES GIVEN TERMINATING INCIDENT *NONE Unit Status History Information 3/15/99 13:38:36 18 ROUTE CALL TIME RT ?A Unit status History information •w .M 1 W 1 T 13:38:42 13:39:03 13:39:04 13:39:12 13:39:18 13:39:28 13:40:17 13:40:24 13:41:11 13:41:41 13:4,3:43 13:43:47 13:44:38 13:44:54 13:45:15 13:46:10 13:51:09 13:52:08 13:52:15 13:54:15 14:23:05 . 'Feb-14-00 11:25po Frae- 2/14/00 10:05:59 3115/99 13:39:31 3/15/99 13:39:31 3/15/99 13:41:29 3115199 13:44:16 3/15/99 13:51:19 3/15/99 14:23:11 u3/15/99 13:40:05 "3/15/99 13:40:07 3/15/99 13:40:29 3/15/99 13:41:19 3/15/99 13:41:20 3/15/99 13:45:08 3/15/99 14:23:11 SOWN OF VAIL DISPATCH T-T44 P.12/10 F-374 HTS CAD PAGE 2 CAD CALL INFORMATION -- --------990740190 4 DISPATCHED D 11 ASSIGNED AS PRIMARY PR 26 ENROUTE TO SCENE R 6 ON SCENE O 37 FIRE OUT PO 20 AVAILABLE A Unit Status History Information 4 DISPATCHED D 26 ENROUTS TO SCENE R 20 AVAILABLE A 4 DISPATCHED D 26 ENROOTE TO SCENE E 6 ON SCENE Q 20 AVAILABLE A 127 Unit status wistory information 3/15/99 13:42:11 3/15f99 13:42:33 3/15/99 13:44:19 .3/15/99 14:23:11 63/15/99 13:41:57 3/15/99 13:42:00 3/15/99 13:45:00 3/15/99 14:03:40 170 4 DISPATCHED D 26 ENROUTR TO SCENE $ 6 ON SCENE 0 20 AVAILABLE A Unit Status History Information 4 DISPATCHED D 26 ENROUTE TO SCENE $ 6 ON SCM O 20 AVAILABLE A Unit Status History information 3/15/99 13:40:53 4 DISPATCHED D 3/15/99 13:40:54 6 ON SCENE O 3/15/99 14:23:11 20 AVAILABLE A 606 3/15/99 13:44:53 3/15/99 13:44:56 -s t--3/15/99 13:47:53 3/15/99 13:55:14 W. µ 512 IR 3115/99 13:44:13 3/15/99 13:44:14 3/15/99 13:47:09 Unit Status History Information 4 DISPATCHED D 26 ENROUTE TO SCENE E 6 ON SCENE O 20 AVAIIaA13L8 A Unit status History Information 4 DISPATCHED D 1093 MCKOWN 7ASON 26 ENROUTE TO SCENE E 6 ON SCENE O y F' Feb-14-00 11:25pm Fron-TOWN OF VAIL DISPATCH T-744 P.13/18 F-374 243.4100 HTE CAD PAGE 3 990740190 1,0TOS:59 --- -- CAD CALL INFORMATIONw-^^---__-a------------------ /IS/99 14 :10:44 2 0 AVAILABLE A 7$0 Unit Status History information 3/15/99 13:45:36 4 DISPATCHED D 3/15/99 13:45:43 26 ENROUTE TO SCENT E 3/15/99 13:52:36 6 ON SCENE 3/15/99 14:14:05 20 AVAILABLE A n ?F w v ?r .A M W YM ?A ?I _w. -r. r. M. q. fl r11 D I S P 0 9 I T I 0 N S 1 024 911 Call. 2 001 Incident Report Cape# 2 - 00-000000 un-;.t- 110 Case# 2 - 99-000737 Unit: 612 MINUTES OF THE LOCAL LIQUOR LICENSING AUTHORITY MEETING HELD FEBRUARY 8, 2000 The Avon Town Council acting as the Local Liquor Licensing Authority for the Town of Avon, Colorado, convened at 5:23 PM in the Municipal Building, 400 Benchmark Road, Avon, Colorado. Boardmembers of the Authority present were Vice-Chairman Bob McIlveen, Boardmembers Jim Benson, Debbie Buckley, Rick Cuny, Mac McDevitt, and Buz Reynolds. Chairwoman Judy Yoder was absent. Also present were Town Manager Bill Efting, Town Attorney Burt Levin, Assistant Town Manager Larry Brooks, Town Clerk Kris Nash, Police Detective Alan Wilson, Community Development Director Mike Matzko, Transportation Director Harry Taylor, Town Engineer Norm Wood, Public Works Director Bob Reed, Fire Chief Charlie Moore, Executive Assistant Jacquie Halburnt as well as members of the press and public. Application for Renewal Hotel and Restaurant Liquor License for Masato's Inc. dba Masato's Restaurant. There was no one present to represent the applicant. Town Clerk Nash stated everything in order. Town Attorney Levin stated everything is in order. Police Detective Wilson stated they have no concerns. Boardmember Benson motioned approval of the Renewal Hotel and Restaurant Liquor License for Masato's Inc. dba Masato's Restaurant. Boardmember Buckley seconded the motion. The motion carried unanimously. Approval of the Local Liquor License Authority Minutes. Boardmember Buckley motioned approval of the January 25, 2000 meeting minutes. Boardmember Reynolds seconded the motion. The motion carried unanimously. There being no further business to come before the Authority, Boardmember Reynolds motioned to adjourn. Boardmember Benson seconded the motion. The motion carried unanimously, and the meeting adjourned at 5:25 p.m. PECTFULLY SUBMITTED: Secretary for the Local Liquor Licensing Authority APPROVED: Jim Benson Debbie Buckley Rick Cuny Mac McDevitt Bob McIlveen Buz Reynolds Judy Yoder