HomeMy WebLinkAbout20051893.tiff RESOLUTION
RE: APPROVE TRANSFER OF OWNERSHIP REQUEST FOR 3.2 BEER LICENSE FROM
M AND G VENTURES, LLC, DBA SHELL #7, TO FIRST HAND MANAGEMENT, LLC,
DBA SHELL#7, AND AUTHORIZE CHAIR TO SIGN - EXPIRES SEPTEMBER 15, 2006
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, First Hand Management, LLC,dba Shell#7, presented to the Board of County
Commissioners of Weld County, Colorado, an application for a Transfer of Ownership of a County
Retail License for the sale of fermented malt beverages, containing not more than 3.2% of alcohol
by weight, said license previously held by M and G Ventures, LLC, dba Shell #7, and
WHEREAS, pursuant to Exhibit 5-H of the Weld County Code, said applicant has paid the
required fees to the County of Weld for a Transfer of Ownership of the existing license, and
WHEREAS, said applicant has exhibited a State Liquor License for the sale of 3.2%
fermented malt beverages in sealed containers not for consumption at the place where sold,
outside the corporate limits of any town or city in the County of Weld at the location described as
follows:
10963 1-25 Access Road, Longmont, Colorado 80504
NOW,THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Weld
County, Colorado, having examined said application and the other qualifications of the applicant,
does hereby grant License Number 2005-04 to said applicant to sell 3.2% fermented malt
beverages in sealed containers not for consumption at the place where sold, only at retail at said
location and does hereby authorize and direct the issuance of said license by the Chair of the
Board of County Commissioners, attested to by the Clerk to the Board of Weld County, Colorado,
which license shall be in effect until September 15, 2006, providing that said place where the
licensee is authorized to sell 3.2% fermented malt beverages in sealed containers not for
consumption at the place where sold,shall be conducted in strict conformity to all of the laws of the
State of Colorado and the rules and regulations relating thereto, heretofore passed by the Board
of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for
revocation of the license.
2005-1893
LC0013
(C i A7°PL /O=OS -cam
TRANSFER OWNERSHIP OF LIQUOR LICENSE - SHELL #7
PAGE 2
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said application.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 29th day of June, A.D., 2005.
BOARD OF COUNTY COMMISSIONERS
't A 2,.rr WELD COUNTY, COLORADO
ATTEST: '' /
�' = �� William H rke, Chair
Weld County Clerk to v . .rIC?
BY: �/ r.J �1.`,�,..1:r (Th
De.4 y Cler o the Boar.I
D vid E. Long
�,PROyE AS-TO-,F0 •
Robe D. Masd n
County A orney AAA 64
Glenn Vaa
Date of signature: 9/245
2005-1893
LC0013
THIS LICENSE MUST BE POSTED IN PUBLIC VIEW
DR 8402(02/03/04)
STATE OF COLORADO
DEPARTMENT OF REVENUE
Liquor Enforcement Division
1881 Pierce Street.Suite 108
Lakewood,Colorado 80214
FIRST HAND
MANAGEMENT LLC
SHELL #7
10963 I-25 ACCESS RD
LONGMONT CO 80504
ALCOHOLIC BEVERAGE LICENSE
Liability Information
Account Number County city Indust. Type Liability Date LICENSE EXPIRES AT MIDNIGHT
41-09681-0027 03 206 447110 B 091605 SEP 15, 2006
Type Name and Description of License Fee
2125 3.2 PERCENT BEER RETAIL $ 75.00
LICENSE (OFF PREMISES)
2190 COUNTY 85 PERCENT OAP FEE $ 42.50
TOTAL FEEIS) $ 117.50
This license is issued subject to the laws of the State of Colorado and especially under the
provision of Title 12, Articles 46 or 47, CRS 1973, as amended. This license is
nontransferable and shall be conspicuously posted in the place above described.This license is
only valid through the expiration date shown above.Questions concerning this license should
be addressed to the Department of Revenue,Liquor Enforcement Division, 1375 Sherman
Street,Denver,CO 80261.
In testimony whereof,I have hereunto set my hand.
- 7wrZ? d-s-t SEP 1 9 2005 (t eQCn-L
sin
Division Director Executive Director
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LIQUOR
COLORADO DEPARTMENT OF REVENUE 11 LIQUOR ENFORCEMENT DIVISION
1375 SHERMAN STREET
DENVER CO 80261 COLORADO FERMENTED MALT BEVERAGE
(3.2% EER) LICENSE APPLICATION
NEW LICENSE LITRANSFER OF OWNERSHIP O LICENSE RENEWAL
• ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN
• APPLICANT MUST CHECK THE APPROPRIATE BOX(ES)
• LOCAL LICENSE FEE $
• APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE(Call 303.370.2165) DO NOT WRITE INTHISSF A'w_
1. Applicant is applying as a
❑ Corporation ❑ Partnership(includes Limited Liability and Husband and Wife Partnerships)
❑ Individual `fl Limited Liability Company ❑ Association or Other
2. Applic nt(s)If an LLC,name of LLC;if partnership,at least 2 partners'names;if corporation,name of corporation Fein Number
�t(" ctv a ( vt<,�tw,.4-, t �c._ Q k-OR-Zt04 7
2a.Trade Name of Establishb nt(DBA) State Sales Tax No. Business Telephone
S he t\ r C Hi -09O%1 ^COoo 303 '441 GO )
3. Address of Premises(specify exact location of premises) /
\CQt,,'3 Tr25 A-cotsc ilell
City tW.
County \� State ZIP Code S
�O� 1t1d1+1 . (.� Cc25,0nJsO`I
4. Mailing Address (Number and Street) City r Town State ZIP Code
4400C) 6 U I S.-J -Cf Skip 11\6 L\.�1ll),.cc✓ (-0 2 31
5. If the premises currently have a liquor or beer license,you MUST answer the following questions:
Present Tra a Name of Establishment(DBA) Present State License No. Present Class of License Present Expiration Date
S IN('LI (A `1— Li® — 15%(7 -Oaf) 3 . 22/, Rao 4457 3 2wc
LIAB - SECTION A NONREFUNDABLE APPLICATION FEES LIMB SECTION B 3.2%BEER LICENSE FEES.
2300 9 Application Fee for New License $825.00 2121 9 Retail 3.2%Beer On-Premises(City) $ 96.25
2302 9 Application Fee for New License- 2124 O Retail 3.2%Beer On-Premises(County) $117.50
w/Concurrent Review $925.00
r--�� 2122 9 Retail 3.2%Beer Off-Premises(City) $ 96.25
2310 Ll� Application Fee for Transfer $825.00 2125 IVRetail 3.2%Beer Off-Premises(County) $117.50
2312 9 Application Fee for Transfer- 2123 9 Retail 3.2%Beer On/Off Premises(City) $ 96.25
w/Concurrent Review $925.00
2126 9 Retail 3.2%Beer On/Off Premises(County) $117.50
DO NOT WRITE IN THIS SPACE-FOR DEPARTMENT OF REVENUE USE ONLY
LIABILITY INFORMATION
County City Industry Type License Account Number Liability Date License Issued Through
(Expiration Date)
FROM TO
State City County
-750(999) 2180-100(999) 2190-100(999)
Cash Fund N..License Cash Rend Transfer Lions TOTAL
2300-100 2310-100
(999) (999)
ZC ere)/J
"DR 3403(10/13/04)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. Application fees are nonrefundable.
ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED
I. APPLICANT INFORMATION
E'A. Applicant/Licensee identified.
❑ B. State sales tax license number listed or applied for at time of application.
4O-C. License type or other transaction identified.
❑ D. Return originals to local authority.
❑ E. Additional information may be required by the local licensing authority.
II. DIAGRAM OF THE PREMISES
A. No larger than 8 1/2"X 11".
,DB. Dimensions included(doesn't have to be to scale). Exterior areas should show control (fences,walls,etc.).
,O C. Separate diagram for each floor(if multiple levels).
m4
1O D. Kitchen-identified if Hotel and Restaurant.
III. PROOF OF PROPERTY POSSESSION
❑ A. Deed in name of the Applicant ONLY(or)
❑ B. Lease in the name of the Applicant ONLY.
❑ C. Lease Assignment in the name of the Applicant(ONLY)with proper consent from the Landlord and acceptance by the Applicant.
❑ D. Other Agreement if not deed or lease.
IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS
)2/A. Individual History Record(s) (Form DR 8404-I).
EI 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)
4 A. Certificate of Incorporation(and/or)
O 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)
❑ A. Partnership Agreement(general or limited). Not needed if husband and wife.
VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION(If Applicable)
,; A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office).
B. Copy of operating agreement.
❑ C. Certificate of Authority(if foreign company).
VIII. MANAGER REGISTRATION FOR HOTEL AND RESTAURANT,TAVERN LICENSES WHEN INCLUDED WITH THIS
APPLICATION
❑ A. $75.00 fee.
O B. Individual History Record (DR 8404-I).
•
OR 8403(10/13/04)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- Yes FNo
holders or directors if a corporation)or manager under the age of twenty-one years? ❑ Y r(
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); Yes No
(a) been denied an alcohol beverage license?
(b) had an alcohol beverage license suspended or revoked? ❑❑ Z
(c) had interest in another entity that had an alcohol beverage license suspended or revoked? ❑ 1-
If you answered yes to 7a,b or c,explain in detail on a separate sheet. 7`'
8. Has a 3.2 beer license for the premises to be licensed been denied within the preceding one year?If"yes,"explain in detail. Yes ,N_o/
❑ ICJ
i9. 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
iir
limited liability company;or officers,stockholders or directors if a corporation)?If yes,identify the name of the business and list any Yes No
current or former financial interest in said business including any loans to or from a licensee. (Ye' IS
10. 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 Zes No
this license will be�is,sued by virtue of ownership,lease or other arrangement? IDElk Ownership �I 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 Tenant Expirep
S ‘k 1
Attach a diagram and outline or designate 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 diagram should be no larger than 8 1/2"X 11".(Doesn't have
to be to scale)
11. Who,besides the owners listed in this application(including persons,firms,partnerships,corporations,limited liability companies),
will loan or give money,inventory,furniture or equipment to or for use in this business;or who will receive money from this business.
Attach a separate sheet if necessary.
Name Date of Birth FEIN or SSN Interest
SLR\\ G ;1 co ,o, -(1O,12 rehbv/f
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.
IJV±s-1. n<l y,tu" s Date of Birth
12. Name of Manager for all on and on/off applicants. , /g��� a -i it 6
s-2S-T(
13. Does this manager act as the manager of,or have a financial interest in,any other liquor Yes tlo
licensed establishment in the State of Colorado? If yes,provide name,type of license and account number. O Illi
14. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners,officers,
directors,stockholders,members(LLC)or managing members(LLC)and any other persons with a 10%or greater financial interest in Yes No
the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? ❑ 11
If yes,provide an explanation and include copies of any payment agreements.
*IFOlF CULA h3=� R. Cv . r? A /1- <c`ccr-rsL E"
r
aalo(1W1aerlhm4
15. If applicant is a corporation.partnership,association or a limited liability company,applicant must list ALL OFFICERS.DIRECTORS.
GENERAL PARTNERS.AND MANAGING MEMBERS.In addition applicant must Nat any stockholders,partners.or members with OWNER-
SHIP OF 10%OR MORE IN THE APPLICANT.ALL PERSONS LISTED BELOW must also attach form DR 84044(Individual History
Record),and submit finger print cads to their Weal licensing authority.
Name Home Address,City&State Date of Birth Position %Owned'
2i�,Yd eifLes\icy 493 3 . �.�t<.y�4( k yhu,t4lc
C00 sc'ir
❑'t total ownership percentage disclosed here does not total 100%,applicant must check this box
Applicant affirms that no NdvCual,other than those disclosed herein,owns 10%or more of the applicant
Additional Documents to be submitted by type of entity
❑CORPORATION 0 Cert.of Ircorp. 0 Cert.of Good Standing(if more than 2 yrs.old) 0 Gen.of Auth.(If a foreign corp.)
❑PARTNERSHIP 0 Paruersh' /graanert(General or Umted) ❑Husband and Wile partnership(no mitten agreement)
LIMITED LIABILITY COMPANY l)rUCWs of Organization r�a pert.of Authority(If foreign company) Ea Operating Agmn.
LJ ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties
7aoh erect Agent(t applcaW) Addees for Swim
III,,iACISAG / 4(w0 S. ()lay ≤+ , CLi 1 i (ISO ONAJJ C(,' W)A
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 whh the provisions of the Colorado Liquor or Beer Code which affect my license.
Authth Signature Title Date
�Lu�v'j C.Z-C) €j -IS, 20or
REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY(CITY/COUNTY)
Date application tied with local authority Date of local authority hearing(for new license applicans;cannot be less
than 30 days from data of application 12.17411(1))C.R.S.
S �— os
THE LOCAL LICENSING AUT110NRY HEREBY AFFIRMS:
That each person required to file DR 84044(Individual History Record)has: Yes No
I9eenfinpaprinted $1 ❑
CA en subject to background Investigation,r dng NCIC/CCIC thick for outstandhq warrants.. ❑
That the local authority has conducted,or Intends to conduct,an Inspection of the proposed premises to ensure That the applicant Is in
compliance with,and aware of,liquor code provisions affecting their class of license O O
(Chair One)
Dale of Inspection or Mtdpaed Date
Upon approval of state licensing autcrlty
F i♦
The foregoing application has beans • 1�,ey � 'twining to be conducted,and character of the applicant are satisfagory.
We do report that such lkense,I ran• why " ukemenbdtha g ( . �.,•:. _ neighborhood desires of inhabitants,
and seal comply with the provisions. - a'r.• S. THEREFORE,THIS APPLICATION IS APPROVED.
Local Licensing Authority for k r �.,:;y / Telephone Number O TOWN,CITY
Weld County, Colora,.e�4, 1/ (970)356-4000 X4200 ® COUNTY
Signature � a�tF , Board of Weld County Dale
A
\) F L /d l�a'3 uaissioners 6/29/2005
Signature anew) �. T' Clerk to the Board Data
By: ng ' '•'.sty Clerk to the Board 6/29/2005
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DR 8904.1 (06/02)
COLORADO DEPARTMENT OF REVENUE
LIQUOR ENFORCEMENT DMSION
1881 PIERCE STREET RM 108A
DENVER CO 80281
INDIVIDUAL HISTORY RECORD
To be completed by each Individual applicant, all general partners of a partnership,all limited partners owning 10% (or more)
of a partnership; all officers and directors of a corporation,all stockholders of a corporation owning 10% (or more)of the stock
of such corporation; all limited liability company MANAGING members, Officers or other limited liability company members
with a 10%(or more)ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License.
NOTICE:This individual history record provides basic information which is necessary for the licensing authority investigation.
All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give
will be checked for its truthfulness.A deliberate falsehood or omission will Jeopardize the application as such falsehood
within itself constitutes evidence regarding the character of the applicant.
1.Name of Business
F11.5 -I/lwvlJ M fit hI...e. VLe-/+ , Li—L
2.Your Full Name(last,first,middle)
Qe s`a 3.List any other names you have used.
n4.Mailing address(R afferent from residence)
L(% Home Telephone
in3} S l t1/4L1.1k1-c Si- Gvr„e l-i1ll, (All,. 303 ri-5S9 rf—ti
6.List all residence addresses below.Include current and previous addresses for the past five years.
STREET AND NUMBER CITY.STATE, ZIP
Current FROM TO
y'l-Sri- s cat 44'51 akyl N'"l, tit ►te,y , to wu? 9/q c8 P.rs..,,I.
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6.Dale of Birth Social Security Number(SSN) Place of Birth
-�y 7.U.S.Citizen?
UIet; ley [ 'Yes O N
If Naturalized,state where When
Name of District Court
N(I A/(4- N�rinT
Naturalization Certificate Number Date of Certification If an Alien,Give Alien's Registration Card Number Permanent Residence Card Number
AI - N(4 All AO
8.Height Weight Hair Color Eye Color Sex Race 9.Do you have a current Driver's License?If so,give number&state
l9 3t/ aI0 t3✓- (\2I M C °Yes ONo
NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD
NAME OF EMPLOYER
U//r
O4
41(k
NM-
11.Have you ever applied for,held,or had an interest in a State of Colo a Liquor or Beer License,or loaned money,furniture or fixtures,equipment or
of to any liquor or beer licensee?If yes,answer In detail.Yes (]NO
&3T"kt 1 (tint 6LI- ktay.- - (C1,-kWV, CO
0 to-ix (.i L M &Ai<v'W L Cos- ) .L'1 c.
12.Have you ever been convicted of a crime,or received a suspended sentence,deferred se once,or forfeited bail for any offense in criminal or military
court or do you have any charges pending?(If yes,explain in detail.) Fl Yes
13.Have you ever received a violation notice,suspension or revocation,for a liquor law violation,or have you applied for or been denied a liquor or beer
license anywhere in the U.S.?If yes,explain in detail. ❑Yes E No
14.List all current and former employers or businesses engaged in within the last five years(Attach separate sheet if necessary)
NAME OF EMPLOYER l ADDRESS(STREET, NUMBER,CITY,STATE,ZIP) POSITION HELD FROM TO
ytobS. U Is 5><. ls2) NE,t.�c,(Q. ? c . 6C (c;7—
Q« .1 GLr �w1S�.s.� Ltc `-( g6 17 s , pz.Loz fi-S•erriff (((
1 .
15.Financial Information.
Total purchase price$ (if buying an existing business)OR list the total amount of your investment in the new business,
including notes,loans,cash,services or equipment,and operating capital $
Provide details of Investment. You must account for the sources of ALL cash(how acquired).Attach a separate sheet if needed.
Type:Cash,Services or Equipment Where Obtained(Savings,Checking,Account,etc.) Amount
F � �- SCE
Loan Information(attach copies of all notes or loans)
Name of Lender Address Term Security Amount
16.Give name of bank where business account will be maintained;name the account will be maintained under;and the name or names of persons
authorized to draw thereon.
Oath of Applicant
I declare under penalty of perjury in the second degree that this application and all attachments are true,correct,and complete to the best of
my knowledge.
Auth ize Signature Title Date
•
}T:1a •
.1; firsttland
L MANAGEMENT
A Lletsed Ltaf ty Calmly
05/23/05
To Whom It May Concern:
I would like to personally recommend Richard Onealeger to be approved fora 3.2 liquor
license in Weld County. I have worked for Richard for a number of years and believe
him to be a man of high integrity and values.
Sincerely,
1
Gary Morisson
207 Yuma Street Deaver,CO 80223
1673 SW River Soars Pattea4 OR 97201
rt
Eyam! il pip,
MANAGEMENT
•tried Liability Company
05/23/05
To Whom It May Concern:
I would like to personally recommend Richard Oneslager to be approved fora 3.2 liquor
license in Weld County. I have worked for Richard for a number of years and believe
him to be a man of high integrity and values.
Sincerely,
�j�_
IZ eO ,>t�C�G� r
Judy Sturges
207 Yuma Suea Damn CO 80223
1873 SW River Squue Po(dad.OR 97201
•
MANAGEMENT
A Lint.. Liability company
05/23/05
To Whom It May Concern:
I would Mce to personally recommend Richard Oneslager to be approved fora 3.2 liquor
license in Weld County. I have worked for Richard for a number of years and believe
him to be a man of high integrity and values.
Sincerely,
CthitaarcL—
Canty S
nrr
207 Ymn sass Denver,CO 80223
1879 9W Rivc Swain Poi-Wind.OR 97201
DR 84044 (06/02)
COLORADO DEPARTMENT OF REVENUE
LIQUOR ENrORCEMENT DIVISION
1851 PIERCE STREET RM 108A
DENVER CO 80261 •
INDIVIDUAL HISTORY RECORD
To be completed by each individual applicant, all general partners of a partnership, all limited partners owning 10%(or more)
of a partnership;all officers and directors of a corporation,all stockholders of a corporation owning 10% (or more)of the stock
of such corporation;all limited liability company MANAGING members,Officers or other limited liability company members
with a 10% (or more)ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License.
NOTICE:This individual history record provides basic Information which is necessary for the licensing authority investigation.
All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give
will be checked for Its truthfulness.A deliberate falsehood or omission will Jeopardize the application as such falsehood
within itself constitutes evidence regarding the character of the applicant.
1.Name of Business rS+ N4J MS.r ,
L
2.Your Full Name(last,first,middle) / 3.List any other mes you have used.
LA-P-03 /`t T fA1 >4
4.Mailing address(If dfferent from residence) en. Home Telephon
�•,�,LsLler,.E. (4. Ca. 483'{
5.List all residence addresses below.Include current and previous addresses for the past five years.
STREET AND NUMBER CITY,STATE, ZIP FROM TO
Current
/.3,231/ c , L F L ., 6 . B6(3t( 631F.).
Previous
6.Date 9f
��Si(rt1h Social Security Number(SSN) Place Birth 7.U.S.Citizen?
No
If where When�Ur t�� Name of D[] Court
P� k
Naturalization Certificate Number Date of ification If an Allen,Give en's Registration Card Number Permanen Residence Card Number
Pit P rk ask
8.Height Weight Hair Color Eye Color Sex Race 9.Do you have a current Driver's License?If so,give number&state
(J' 2(s JDL Batt ft C te‘ QNo ( ?
10.List the name(s)of relatives working In or holding a financial Interest in the Colorado alcohol beverage Industry.
NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF EMPLOYER A
g
aA
11.Have you ever applied for,held,or had an interest in a State of Colorado Liquor or Beer License,or loaned money,furniture or fixtures,equipment or
Inventory,to any liquor or beer licensee?If yes,answer In detail. re0 Yes NO
12.Have you ever been convicted of a crime,or received a suspended sentence,deferred ce,or forfeited bail for any offense in criminal or military
court or do you have any charges pending?(If yes,explain in detail.) D Yes 0
19.Have you ever received a violation notice,suspension or revocation,for a liquor law violation,or have you applied for or been denied a liquor or beer
license anywhere In the U.S.?If yes,explain M detail. El Y86 O No
14.List all current and former employers or businesses engaged In within the last five years(Attach separate sheet If necessary)
NAME OF EMPLOYER ADDRESS(STREET,NUMBER,CITY,STATE,ZIP) POSITION HELD FROM TO
RLsh' tMf i Zit yc� S di I.4t 51-. '1& A. ,(a. Pis-s. a 161— 'ppu.
(kM F...154.‘4, ILL k •-c )ls'f Ms. QLIo9_ /2t.
15.Financial Information. �
Total purchase price$ T=J (if buying an existing business)OR list the total amount of your investment in the new business,
including notes,loans,cash,services or equipment,and operating capital $
Provide details of Investment You must account for the sources of ALL cash(how acquired).Attach a separate sheet if needed.
Type:Cash,Services or Equipment Where Obtained(Savings,Checking.Account,etc.) Amount
p7,—C t d —sl9 573 19
Loan Information(attach copies of all notes or loans)
Name of Lender Address Term Security Amount
16.Give name of bank where business account wilt be maintained;name the account will be maintained under,and the name or names of persons
authorized to draw thereon.
&)4scoo ---- t- o fP`14 ' '
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.
AuthpS Signature Title ?..) Date
46.-12 22,
b: 7u6 LL 4 111
MANAGEMENT
A Unitas Liability Company
05/23/05
To Whom It May Concern:
I would like to personally recommend Mike Lamb to be approved for a 3.2 liquor license
in Weld County. I have worked for Mike for a number of years and believe him to be a
man of high integrity and values.
Sincerely,
N/ylJ li0 waif
Gary Morisson
207 Yuma Street Denver,CO 80223
1873 SW River Square Penland,OR 97201
' h I
d
MANAGEMENT
A u.rt•a uSMtllty CA.ii.Y
05/23/05
To Whom It May Concern:
I would like to personally recommend Mike Lamb to be approved for a 3.2 liquor license
in Weld County. I have worked for Mike for a number of years and believe him to be a
man of high integrity and values.
Sincerely,,CialJudy Sturges
207 Yuma Street Denver.CO 80223
1873 SW River Smmm Portland.OR 97201
ft
r MANAGEMENT
A L1 altaa 058111 s CasflUy
05@3/05
To Whom It May Concern:
I would like to personally recommend Mike Lamb to be approved for a 3.2 liquor license
in Weld County. I have worked for Mike for a number of years and believe him to be a
men of high integrity and values.
Sincerely,
Si-�``
V 0
Cathy Schurr
207 Yuma woes Dcw%CO 80223
1873 9W nine 3qure ro,Wnd,OR 97201
00/18/2002 11:20 FAX 9092929152 IRWL 1@002
•
fir — :c:_:rcc ry
ARTICLES OF ORGANIZATION Form 031 po,N,erA of riDSC!e
LTIDFiling fee:350.00 revised 12131/01 '� srct� vo= alt
Deliver 2 copies to: Colorado Secretary of State 20021165532 C
Business Division, $ 100.00
1560 Broadway,Suite 200 SECRETARY OF STATE
Denva,CO 80202-5169 06-18-20012 10:26:49
This document must be typed or machine printed
Please include a self-addressed envelope • SPACE FO! OFFICE O!s 011LT
The undersigned,a natural person eighteen years of age or older,intending to organize a limited
liability company pursuant to §7-80-203,Colorado Revised Statutes(C.R.S.),delivers these
Articles of Organization to the Colorado Secretary of State for filing,and states as follows:
1. The name of the limited liability company is: FIRST HAND MANAGEMENT LLC
The ran ofa Beata HobeSty aogmayawn emawla the swag mewed liability company,'het liability easepai .•,
shwa'liability co.',or led 11ablIty co.'or the abbreviation'TLC'or'LLC'57-90401(3)lfc,C.R.S.
2. nal,The principal place of business of the limited liability company is:
4737 So.Lafayette Street.Englewood,Colorado 80110
3. The name,and the business address,of the registered agent for service of process on the limited
liability company are:Name RICHARD 1).ONESLAGER,
Business Address(matt be a street or other physical address in Colorado)
4737 So.Lafayette Strfjnelewood,Colorado 80110
Ifm all is undeliverable to this address.ALSO include a post office box address:
4. a.'the management ofthe limited liability company is vested in managers, mark the box
X`The managematt of the limited liability company is vested in managers rather than members."
The name(s)and business address(ea)of the initial managers)is(are):
Name(s) Business Address(es)
Richard D.Oneslager,Jr. 4737 So.Lafayette Street,Englewood,Colorado 80110
or
b.;management of the limited liability company lax vested in managers rather than members.
The names)and business address(es)of the initial members)is(are):
Names) _ Business Address(es)
•
S. The address to which the Secretary of State may send a copy of this document upon completion
of filing(or to which the Secretary of State may return this document if filing is refused)is:
Isaacson,Rosenbaum,Woods&Levy,P.C.,633 17*Street,Suite 2200,Denver,CO 80202 Attn:
Kristin Long,
Organizer Signer's Name-printed Samuel L.Levy
dada dears 1 ..
OPTIONAL The electronic mail and/or Internet address for this entity is/are: amid
Web site
The Colorado Secretary of State may contact the following authorized person regarding this document
name address
voice fax _c-mail
531445.1
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CO 39Vd01113-S CP10LL5E0E EE:11 S00L/61/90
05/19/2005 11:33 3035770143 ShELL10 PAGE 04
THIS LICENSE MUST BE POSTED IN PUBLIC VIEW
DR ICD21a21e2/04)
STATE OF COLORADO
DEPARTMENT OF REVENUE
Liquor Enforcement Division
1881 Pierce Street Suite 108
la
Lakewood Colorado 80214
M & 0 VENTURES LLC
SHELL #7
10963 1-25 ACCESS ROAD
LONGNONT CO 80504
•
ALCOHOLIC BEVERAGE LICENSE
Liability Inlormn ion
Aceoum Hunter ;County Dig Indust. Type Liability Dete LICENSE EXPIRES AT MIDNIGHT
40-79586-0007 07 040 447110 B 080403 AUG 03, 2005
Type Name bid Description ca License Fee
2122 3.2 PERCENT BEER RETAIL $ 75.00
LICENSE (OFF PREMISES)
2190 COUNTY 85 PERCENT OAP FEE $ 42.50
TOTAL FEEISI $ 117.50
This license is issued subject to the laws of the State of Colorado and especially under the
provision of Title 12, Articles 45 or 47. CRS 1973. as amended. This license is
nontransferable and shall be conspicuously posted in the place above described.This license is
only valid through the expiration date shown above.Questions concerning this license should
be addressed to the Department of Revenue.Liquor Enforcement Division. 1375 Sherman
Street,Denver.CO 80261.
In testimony whereof,I have hereunto set my hand.
‘----itirar
12 erti
JUL 2 9 200I },_ 7>iosntoeaTt-t4
Division remoter [nadir.Director
Paver#: 400534
MULTI-SITE NON-PETROLEUM FACILITY LEASE
THIS LEASE effective June 30, 2003 ("Effective Date") is entered into between Shell Oil Products US
("Company"), whose address is 12700 Northborough Drive. Houston, DC 77067. and FIRST HAND MANAGEMENT LLC
("Lessee"),whose address is 5271 S YAMPA ST.CENTENNIAL CO 80015.
1. PURPOSE OF I-EASE AND COVERED LOCATIONS.
(a) This Lease sets forth the terms and conditions under which lessee will lease from Company and operate
Lessee's business(es)at each and all of the retail outlets located at the addresses listed on Exhibit A,which is attached hereto and made
a part hereof.
(b) Upon notice to Lessee,Company may add or delete retail outlet locations to or from Exhibit A,at any time
during the term of this Lease,to reflect any addition or deletion of locations under the terms of the MSCORO Agreement between the
parties(defined hereinafter). The provisions of this Lease do nut apply prospectively to any deleted location as of the effective date of
deletion. With regard to any location added to Exhibit A.the provisions of this Lease prospectively apply fully to any such location as
of the date of addition,
2- DEFINITIONS As used in this Lease:
(a) Business Entity means any legal entity that is not an individual or sole proprietorship including, without
limitation,a partnership,corporation,limited liability company,limited liability partnership,or association.
(b) Car Wash means that portion of a Location, consisting of a car wash building and associated equipment.
used as an automated car wash, if any.
(c) Credit Card means any consumer credit card,debit card,prepaid/stored value card,and commercial credit
card accepted by Company.
(d) Credit Card Guide means Company's requirements for accepting and handling Credit Cards. These
requirements may he conveyed by Company to Operator by hard copy or be made accessible to Operator via the Internet.
(e) C-Store/Mart jriventory means non-motor fuel products sold at the C-Store/Mart including, but not limited
to: food snacks and beverages, cigarettes,beer, wine, and liquor, automotive supplies, lottery tickets and groceries,but specifically
excluding any Other Business products.
(f) C-Store/Mart means that portion of a Location used as a convenience store or mart.
(g) Law tnearn any applicable statute, constitution, ordinance, regulation, rule, administrative order, consent
decree or other requirement of any federal,state,or local government agency or authority in effect at the time of execution or during
the term of this Agreement
(h) Leaved Facilities means the buildings and other improvements used as a C-Store/Mart and Car Wash. if
any,at each and ail Locations identified in Exhibit A.
1 Rev 2003/04/22(Ret162)
MS Non-Petroleum Lease
(i) Location means each and any of the premises identified on Exhibit A.as it may be amended from time to
time during the term of this Lease. A Location may be owned by Company or leased by Company from a third party and includes the
Motor Fuel Facility.C-StoreiMart.Car Wash,if any,and any Other Business. Title to each Location remains in Company.
(j) Motor Fuel Facility means that portion of a Location pertaining to the operation of a motor fuel station for
the resale of Motor Fuel Products and includes,but is not limited to,the underground storage tanks and lines,islands,canopies.air and
water operations,dispensers and related equipment.
(k) MSCORO AgryurAnt means the Multi-Site Contractor Operated Retail Outlet Agreement entered into by
the parties concurrently with this Lease, covering operation by Lessee as Operator for Company of the Motor Fuel Facility at each
Location_
(1) Other Business means that portion of a Location used for conducting any business,other than a Motor Fuel
Facility. C-Store/Mart ur Car Wash, specifically including, but not limited to, automotive repair facilities, quick service restaurants,
ATM's,vacuum operations,pay telephones,and propane and kerosene sales.
3. TERM. This Lease begins on the Effective Date and expires on June 30.2006,unless terminated earlier pursuant to
Article 23 or otherwise under the terra of this Lease.
4. LEASE.
(a) General. Company hereby leases and permits Lessee to enter upon,use and occupy the Leased Facilities,for
the purposes and on the term and conditions set forth herein_ The Leased Facilities at each Location occupy a portion of the property
owned or leased by Company at that Location for the operation of a Motor Fuel Facility,which Motor Fuel Facility at each Location is
to be operated for Company by Lessee pursuant to the MSCORO Agreement. The Leased Facilities include Company's EPOS
equipment, cash register and telecopier, and all other Company-owned equipment and fixtures situated within the C-StorelMan and
Car Wash and the coin operation equipment for the Car Wash,if any. The equipment and fixtures leased hereunder are leased"AS IS,
WHERE IS", and are reflected on the asset verification lists fur each Location, the contents of which lists will be established by
agam.w.en of the parties as of the date Lessee occupies a location and reviewed by the parties annually thereafter. Lessee shall not
remove. retire or replace any such items or install any additional equipment or fixtures on the Leased Facilities without Company's
prior Written consent. Any such items removed,retired or replaced by Lessee. with Company consent, shall cease to be included as
Leased Facilities hereunder as of the date of any such removal,retirement or replacement. Any additional or replacement item must
meet Company's then-current image and engineering standards. Lessee acknowledges that the Leased Facilities are in good and safe
condition and repair. For the benefit of the Leased Facilities, Lessee, and Lessee's employees, agents. contractors, customers and
business invitees.Company grants to Lessee reasonable rights of ingress and egress over and across the driveways and parking areas of
the Motor Fuel Facility at each Location as necessary or convenient to the conduct of normal convenience store or mart or car wash
operations. Upon any termination or expiration of this Lease.Lessee shall peaceably surrender possession of the Leased Facilities to
Company in as good order and condition as when delivered to Lessee.excepting ordinary wear and tear,acts of God and maintenance
for which Company is responsible.
(b) Reservations. Company reserves the right to use Company's EROS equipment.cash register,telccopier,safe
and other equipment leased to Lessee,as well as associated counter and floor space.on the Leased Facilities at each Location,as shall
be necessary or convenient for Company. or Lessee as is operator, to conduct normal motor fuel dispensing operations at each
Location. Company shall further have the free use of any restroonts on any of the Leased Facilities for Company's employees, agents,
contractors,customers and business invitees in connection with Company's operations at the Locations. Lessee, in turn,shall have the
free use of any restrooms on the Motor Fuel Facility of any location for lessee and Lessee's employees, agents, contractors,
customers and business invitees in connection with Lessee's operations on the Leased Facilities hereunder.
5. RELATIONSHIP OF PARTIES.
(a) Individual and Joint Lessees. If Lessee is an individual,this Lease is personal as to Lessee, and this Lease
is entered into in reliance upon and in consideration of the personal qualifications of Lessee and representations made with respect
thereto. If one or more persons jointly comprise Lessee,each such person shall sign this Lease,and the obligations imposed hereunder
arc joint and several as to each person and all of the terms apply to each person with the same effect as though that person were the
sole Lcssec.
2- Rev 2003/04/22(Retl62)
MS Non-Petroleum Lease
(b) Business Entity Lessees. If Lessee is a partnership,all partners shall execute this Lease,and all obligations
imposed hereunder are joint and several as to each partner and all of the terms apply to each partner with the same effect as though
that partner were the sole Lessee. If Lessee is a Business Entity other than a partnership, Lessee shall designate a person,subject to
the prior approval of Company,who,by executing this Lease,hereby agrees to guarantee personally the performance of this Lease by
Lessee(the"Principal"). The Principal agrees to guarantee, without limitation, the timely payment of any and all sums which may
from time to time become payable to Company by Lessee pursuant to the terms of this lease or any other agreement between
Company and Lessee. 11w Principal further agrees to be personally bound by.and personally liable for the breach by Lessee of.each
and every provision of this Lease. If Lessee is a corporation or limited liability company. the Principal shall be a person who is both
(a)a director or officer of Lessee and(b)a shareholder or interest holder of a controlling interest in Lessee.
(c) Rclatiogship. It is expressly understood and agreed by the parties that this Lease does not establish
between the parties any relationship other than that of landlord-tenant,specifically including,but not limited to,any partnership or joint
venture; employment or agency relationship; or any franchise or business opportunity relationship under the Federal Petroleum
Marketing Practices Act or any state franchise or other laws. Company shall exercise no control over the day-to-day business
operations of Lessee. Lessee is and shall at all times be an independent business entity free to select its own customers and its
employees,set its own selling prices and tents of sale,control its operations and generally conduct business as it determines,subject to
the terms of this Lease. Lessee is specifically responsible for the safety of its employees and Company exercises no control over the
business operations of Lessee in this regard. Neither Lessee nor any person acting for or on behalf of Lessee is authorized to impose on
Company any obligations or liability whatsoever except as expressly provided under this Lease.
6. RENT.
(a) Rent Lessee shall pay Company, as rent for each calendar month for the Leased Facilities, without
deduction setoff.notice or demand.the sum specified for each Location on Exhibit A. The total rental payment(the sum of the rentals
for the Leased Facilities at all Locations) shall be due in advance, no later than the first day of the calendar month covered by the
payment. Rent for any period less than a calendar month shall be prorated. Improvements or equipment constructed or installed by
Lessee arc not considered a substitute for rent
(b) Modification of Rem on Location Alteration. If, during the term of this Lease. Company makes an
alteration, improvement or change to the Leased Facilities pursuant to Article 10(whether a single alteration or several alterations as
part of a single project)at a cost of SL00,000 or more(which amount may be amended by Company from time to time upon written
notice to Lessee), upon completion of such alteration and notification to Lessee, the rent for the Leased Facilities at the affected
Location will be modified and adjusted by Company to reflect Company's additional investment in the Location, as reasonably
determined by Company.
(c) Method of Payment/Offset. Payment of rental amounts or other amounts hereunder will be accomplished by
Company's offsetting amounts owed by Lessee under this Lease against any amounts due Lessee from Company under the terns of the
MSCORO Agreement. The difference between these amounts shall be deposited by Company into Lessee's bank account or drafted by
Company from Lessee's bank account, as the case may be. To enable this method of payment, Lessee shall establish and maintain a
bank account with a bank approved by Company and ensure that said account is capable of being drafted by Company. The method of
payment established herein may be changed by Company,in its sole discretion.at any time upon notice to Lessee.
(d) Federal ldcntification Number. Lessee shall provide to Company Lessee's Federal Identification Number for
tax purposes under this Lease.
7. LSE OF LEASED FACILITIES.
(a) C. Except with the prior written consent of Company,the Leased Facilities at each Location shall he used
only for operation of a convenience store or mart for the retail sale of merchandise commonly sold by such stores,and, if applicable,for
operation of a car wash business. None of the I eaced Facilities shall be used or operated for any Other Business or other purpose,
unless expressly authorized by Company in writing. Lessee shall not install any signs or other advertising devices on or visible from the
exterior of any Leased Facilities without Company's prior approval. Lessee shall not install, display or offer on the Leased Facilities
video or other game machines. or merchandise or paraphernalia which features nudity or is morally offensive or distasteful to the
general public. Lessee shall not commit or permit any waste or nuisance on the Leased Facilities.
-3- Rev 20031'0•/22(Ret 162)
MS Non-Petroleum Lease
(b) C-StorerMart Inventor. On or before the Effective Date,Lessee shall purchase the resalable C-Sine/Stan
Inventory and related consumables at each Location from Company at normal retail price less the previous 12-month average gross
profit of the C-Store/Mart or.if the C-Store/Man Inventory is not owned by Company, from Company's designee at a price mutually
agreed to between the parties. Company warrants that the title to any C-Store/Mart Inventory sold by Company to Lessee will be free
and clear of all liens and encumbrances. Upon expiration or termination of this Lease,Company shall use reasonable efforts to facilitate
the sale of Lessee's resalable C-Store.Mart Inventory at each Location to any succeeding lessee,at a price mutually agreed to between
Lessee and the succeeding lessee.
(c) Automotive Products. Lessee shall stock in its C-Store.,Mart Inventory at any Location only Company's
proprietary passenger car motor oils or other automotive products,if Lessee chooses to make such categories of products available at its
C-Store/Marts.
(d) Hours of Operation. Lessee shall keep the C-StorelMart and Car Wash at each Location open and fully
operational during such hours each day and days each week as the Motor Fuel Facility at the Location is operated.
(e) Operation of Businesses. Lessee shall operate its business(es)at any Location with reasonable care for the
safety of persons and property at the Location and shall not unreasonably interfere with operation of the Motor Fuel Facility. Lessee
shall require its employees to use the employee parking area at each Location designated by Company. Lessee shall require its
employees to maintain a professional demeanor and appearance at all times.
(f) Use of Credit Cards. In operating the C-Store/Mart or Car Wash at any Location, Lessee shall be permitted
to accept Company's proprietary credit cards in connection with sales made therefrom. In making salts on these credit cards, I.essee
and Lessee's employees shall comply with Company's procedures as sex forth in the Credit Card Guide provided to Lessee,or in any
revision thereof made by Company, from time to time and in its sole discretion,and furnished to Lessee. Lessee shall be responsible
for and will not be paid for any chargebacks resulting from a failure to comply with such procedures and for any other loss on credit
card transactions which has resulted from the negligence,misconduct or willful act or omission of Lessee or Lessee's employees,or
which has resulted from a criminal or fraudulent act by another participated in or aided by an employee or ex-employee of Lessee.
Lessee shall be responsible for any losses or shortages of proceeds or credit card invoices belonging to Company. Company may
withdraw or modify its consent to Lessee to accept Company's credit cards given hereunder,at any time upon giving written notice to
Lessee.
& MAINTENANCE,REPAIRS AND UTILITIES.
(a) General. The term "maintenance" or "maintain" as used in this Lease, unless the context otherwise
indicates, means preventive maintenance, repairs, replacement repainting and cleaning. Subject to the following provisions of this
Article 8.Lessee shall at all times maintain the Leased Facilities(including adjacent sidewalks and other associated areas)and Lessee's
own property and equipment thereon in good condition and repair,and keep the same neat.clean safe and orderly. To those ends and
always promptly ptly as needed, Lessee shall perform the maintenance to Company's property(or any of Lessee's property)as specified in
Exhibit B. which is attached hereto and made a part hereof, including any such maintenance as may be required by Law. Company
shall perform all other maintenance to Company's property which Company deems necessary or desirable (having due regard to the
retraining tens of this Lease and Company's future plans for the Leased Facilities), provided that Lessee promptly gives Company a
written statement of the maintenance Lessee deers necessary. As to any maintenance specified in Exhibit B which Lessee fails to
pva taut,or as to any such other maintenance concerning which Lessee fails to give Company the above-required written statement,or
which is necessitated,either partly or solely, by any negligent or otherwise wrongful act or omission of Lessee or Lessee's employees,
agents or contractors: Company may charge Lessee its actual cost of performing such maintenance,or. in lieu of performing the same.
may charge Lessee what would have been the reasonable cost thereof. Company may enter the Leased Facilities at any time for the
purposes of inspecting the same,performing maintenance and making alterations. The termination or expiration of this Lease does not
relieve Lessee of any obligation for maintenance theretofore accrued
(b) Initial Maintenance. Within ten (I0) days after the date Operator occupies the Leased Facilities at a
Location,Lessee may provide Company a written statement of any maintenance for which Company or any previous lessee(other than
Lessee or any third party through whom Lessee claims an interest hereunder)may be responsible,and the preceding provisions of this
Article 8 applies to such maintenance. Lessee is responsible for any maintenance required on such date of occupation of any Leased
-4- Rev 2002/04/22(Ret162)
MS Non-Petroleum Lease
Facilities regarding which Lessee fails to give Company notice as provided herein, and Company is released of all responsibility
therefor.
(c) Utilities. Utility services at each Location for electricity. natural gas, water. sewer, telephone (including
services related to operation of any EPOS terminal, telecopier or associated equipment) and trash removal will not be separately
metered at a Location between the Leased Facilities and Company's Motor Fuel Facility and any Other Business. Lessee shall pay all
charges for these services,unless Company directly pays,which charges so paid are as listed in Exhibit C. If Company directly pays
such charges, the rent for the Leased Facilities to be paid by Lessee under this Lease will cover such expenses,and Lessee shall make
no claim for reimbursement from Company for any actual or perceived amount by which actual usage of utilities at the Leased Facilities
exceeds or is less than amounts for such charges allocated in any rental calculation. Lessee shall pay and bear full responsibility for any
other utility services or charges which Lessee may incur at the Leased Facilities.
9. TAXES AND BUSINESS CHARGES. Except as provided in this Article 9, Lessee shall timely pay or cause to be
paid all taxes, including but not limited to sales taxes.business charges and fees incident to Lessee's rental, possession or use of the
Leased Facilities and tangible personal property included in this Lease and the business(es) conducted on the Leased Facilities by
Lessee. Lessee shall also pay all taxes on Lessee's personal ptopnty, fixtures, equipment and inventory located on or associated with
the Leased Facilities. Company shall be responsible for all real estate ad valorem taxes on its real and personal property, and Lessee
shall be responsible fot all such taxes on its own personal property and inventory. If Lessee tails to pay any taxes.charges or fees for
which Lessee is responsible hereunder,Company may(but shall not be required to)pay the same and charge them to Lessee.
10. ALTERATIONS, Company may.from time to time, without liability to Lessee,make alterations, improvements or
changes to the Leased Facilities at any Location provided that such work does not unreasonably interfere with or restrict the use for
which the Leased Facilities are herein leased. With the exception of Lessee's maintenance obligations hereunder,lessee shall not make
any alterations, improvements or changes to the Leased Facilities at any Location. Lessee may remove and replace any personal
property or equipment installed or placed by Lessee on the Leased Facilities, provided that the use of the Leased Facilities for the
purposes specified in Ankle 7 are not thereby diminished and any item of equipment needed for the proper operation of the C-
Store:'Mart or Car Wash,if any,is promptly replaced
II. SECURITY. Lessee shall be solely responsible for the security at the Leased Facilities and shall operate and
maintain the Leased Facilities in a secure manner so that criminal activity is adequately deterred from occurring at any Location and all
persons are adequately protected from injury,hami or loss. Any security measures and devices not existing on the Leased Facilities as
of the Effective Date of this Lease, including, but not limited to bullet resistant glass, mirrors, locks, alarm systems, and camera
systems deemed necessary by Lessee to meet Lessee's obligations under this article shall be purchased, installed and maintained at
Lessee's sole discretion and expense,subject to Company's prior approval. Approved installation of any such items is an exception to
the provisions of Article 10.
12. HEALTH AND SAFETY INFORMATION.
(a) Pursuant to the OSHA Hazard Communication Standard ("HCS"), 29 CFR 1910.1200. Lessee and its
employees arc advised of the Material Safety Data Sheets("MSDS")for each Location and the Location's I lazard Communication Plan
('Plan"),copies of which will be provided to Lessee by Company. Lessee shall develop a Plan for each Location upon commencement
of Lessee's occupancy of the Leased Facilities.
(b) The MSDS's and Plan advise Lessee of(i)the hazards which may be present at a Location,including but not
limited to.the flammability of Company products,and the eye or skin irritation which may be associated with various products in use at
a Location;(ii)how to protect from these potential hazards during normal operating conditions and in foreseeable emergencies;and(iiij
how the Location labels containers containing hazardous chemicals which do not display a manufacturer's label.
(c) Lessee shall provide to Company and make available at the Location a current and complete MSDS for any
hazardous chemicals)it brings onto any Location.
(d) Lessee shall bear full responsibility for its employees and agents being aware of all potential hazards at any
Location and taking any necessary precautionary measures. Such measures may include,but arc not limited to.the use of appropriate
personal protective equipment.
- - Rcv 2003/04/22(ketIG2)
MS Non-Petroleum Lease
i
13. SUBSTANCE ABUSE. Lessee shall have in effect at all times during the term of this Lease a comprehensive
substance abuse program for Lessee's employees working on the Leased Facilities at any Location. Such substance abuse program
shall, consistent with Law, subject Lessee's employees (i) to rules of conduct relating to substance abuse: (ii) to pre-employment
screening and to substance abuse search and drug alcohol testing procedures;and(iii)to removal from the Leased Facilities upon failure
to comply with Lessee's substance abuse program.
14. LICENSES AND PERMITS;COMPLIANCE WITH LAW. Lessee shall,at its sole cost and expense: (i)obtain
and maintain in full force and effect all necessary licenses, permits and'or other authorizations (including those related to
environmental, health or safety matters or the sale of alcoholic beverages,tobacco,and lottery tickets)required for Lessee's permitted
use,occupancy and operation of the Leased Facilities at each Location, during the term of this Lease and any extensions or renewals
hereof:and(ii)fully comply with,or cause to be complied with,all Laws applicable to Lessee. its use,occupancy or operations of the
Leased Facilities at each Location, or any of its other operations.during the term of this Lease and any extensions or renewals hereof.
Lessee shall provide Cri open,promptly following receipt,copies of any notices of violation, citations or similar process Lessee may
receive for violation or alleged violation of any Law. As between Company and Lessee, with respect to the Leased Facilities at each
Location, Lessee shall be responsible for compliance with the Americans with Disabilities Act, the regulations thereunder and similar
state laws. Lessee shall not commit or permit any fraudulent or illegal act or activity or the consumption of alcoholic beverages or use
of illegal drugs on or adjacent to any Location nor shall Lessee maintain or permit any animal or condition on or adjacent to any
Location which may endanger the health,safety or wall-being of persons visiting the Location. Lessee shall.pursuant to the terms of
Article IS,indemnify Company for any fines,penalties or assessments incurred by Company as a result of any violation of Law.
license or perms due to any act,omission or fault of Lessee or Lessee's employees,agents or contractors.
15. INDEMNITY.
(a) TO THE EXTENT PERMITTED BY LAW, LESSEE SHALL INDEMNIFY AND DEFEND
COMPANY, ITS MEMBERS, SUBSIDIARIES, AFFILIATES AND JOINT VENTURE PARTNERS, AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS ("INDEMNIFIED PARTIES") AGAINST ALL
CLAIMS,DEMANDS,CAUSES OF ACTION,SUITS, DAMAGES,JUDGMENTS.LIENS.PENALTIES,AND EXPENSES.
LNCLUDLNG,WITHOUT LIMITATION,ATTORNEYS'FEES AND LITIGATION COSTS,WHETHER INCURRED FOR
AN INDEMNIFIED PARTY'S PRIMARY DEFENSE OR FOR ENFORCEMENT OF ITS INDEMNIFICATION RIGHTS
(COLLECTIVELY. "CLAIM"), INCLUDING. WITHOUT LIMITATION, ANY CLAIM FOR HARM, INJURY, OR
DEATH TO ANY PERSON,OR DAMAGE TO PROPERTY OR TO THE ENVIRONMENT,OR FOR LIENS ON ANY OF
THE LEASED FACILITIES ARISING OUT OF OR IN CONNECTION WITH ANY OF THE FOLLOWING:(I)LESSEE'S
PERFORMANCE OR NONPERFORMANCE UNDER THIS LEASE; (ii) AM' ACT OR OMISSION OF LESSEE.
LESSEE'S EMPLOYEES,AGENTS,CONTRACTORS, ASSIGNS OR THIRD PARTIES; OR(iii) THE OPERATION OF
LESSEE'S BUSINESS(ES). LESSEE'S OBLIGATION TO INDEMNIFY AND DEFEND EXTENDS TO ANY CL AIM
CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OR FAULT OF AN INDEMNIFIED PARTY
BUT NOT TO ANY CLAIM SHOWN BY FINAL NONAPPEAI.ABLE JUDGMENT TO HAVE BEEN CAUSED BY THE
INDEMNIFIED PARTY'S SOIL NEGLIGENCE.
(b) WITHIN 24 HOURS AFTER THE OCCURRENCE OF ANY INCIDENT OR EVENT WHICH
MAY RESULT IN A CLAIM, LESSEE SHALL REPORT THE SAME TO COMPANY BY TELEPHONE AND SHALL
PROMPTLY THEREAFTER CONFIRM THE SAME BY WRITTEN NOTICE, INCLUDING ALL CIRCUMSTANCES
THEREOF KNOWN TO LESSEE OR LESSEE'S EMPLOYEES.
(e) COMPANY SHALL HAVE THE RIGHT. BUT NOT THE DUTY, TO PARTICIPATE LN THE
DEFENSE AND SETTLEMENT OF ANY SUCH CLAIM OR LITIGATION WITH ATTORNEYS OF COMPANY'S
SELECTION wrfuOtrr RELIEVING LESSEE OF ANY OBLIGATIONS UNDER THIS AGREEMENT- LESSEE SHALL.
COOPERATE WITH COMPANY LN COMPANY'S LNVESIIGA'nON AND DEFENSE OF ANY CLAIM OR SUIT.
(d) THE INSURANCE REQUIREMENTS IN THIS LEASE DO NOT LIMIT OR RESTRICT IN ANY
WAY LESSEE'S OBLIGATIONS UNDER THIS ARTICLE.
(e) LESSEE'S OBLIGATIONS UNDER THIS ARTICLE SURVIVE TERMINATION OR
EXPIRATION OF THIS I.EASE.
6- Rev 2003/04/22(Ret 162)
MS Non-Petrolcwn lease
16. INSURANCE.
(a) Lessee shall maintain, at its sole cost, at all times while performing under this Lease, the following
insurance coverage with providers satisfactory to Company with limits not less than but not limited to,those limits required below(the
'Insurance"):
(I) Commercial General Liability Insurance unamendcd or Comprehensive General Liability
Insurance with Broad Form CGL endorsement with limits of not less than 51.000.000 each occurrence and 51,000,000 general
aggregate;such policies' Firc Legal Liability limit shall be not less than 5300,000 each occurrence. Lessees leasing Leased Facilities
at up to and including 3 Locations are subject to the minimum limit above. Lessees leasing Leased Facilities at 4 up to and including
5 Locations shall amend their policy aggregate to not less than 53.000,000. Lessees leasing Leased Facilities at 6 or more Locations
shall amend their policy aggregate to not less than 55,000,000. In lieu of amending aggregate limits as described herein,endorsement
CG 2504 amending aggregate limits per Location may be utilized when applied to the above-described minimum limits. Limits in
excess of 51,000,000 may be provided by Excess Liability or Umbrella Liability coverage. As applicable, Lessee shall maintain the
following:
(i) liquor Liability Insurance if alcoholic beverages are sold at a Location, utilizing
endorsement CG 24 08 or its equivalent.
(ii) Marine Terminal or Wharfingers Liability insurance if Lessee operates a marine facility.
If Lessee supplies the marine facility via watercraft the watercraft exclusion must be deleted or equivalent coverage purchased.
(2) Business Automobile Liability Insurance covering ail vehicles used in the operations of Lessee with
limits not less than $1,000,000 each accident such policy to be endorsed with MCS-90 when hazardous material transportation is
involved.
(3) Workers' Compensation Insurance and/or Longshorcmens and ilarborworkers' Compensation
insurance as required by Law applicable to and covering employees of Lessee performing under this Lease.
(4) Employers' Liability Insurance protecting Lessee against commmn law liability, in the absence of
statutory liability,fir employee bodily injury arising out of the master-servant relationship with a limit of not less than S500,000 Each
Accident,5500,000 Disease-Policy Limit: 5500,000 Disease-Each Employee.
(b) Lessee shall assure that the Insurance policies; (I)provide a waiver of subrogation in favor of Company
where permissible by Law. (2)allow for the separation of insureds, and (3) provide for written notice of cancellation or material
change. Notice of'cancellation or change will not affect the Insurance until 30 days after Company receives written notice. Any
deductible or retention of insurable risks will be for the Lessee's account
(c) Lessee shall assure the insurance required in this article and each certificate evidencing the Insurance
issued to Lessee names Company and its members,subsidiaries,affiliates and joint venture partners,to the extent of their interest,as
additional insureds(Article 16(a)(I)only). without regard to the allocation of liability provisions contained in this Lease,to the extent
of any claim, loss or liability within the scope of the required Insurance. The parties intend that, to the extent of their interest, the
status of Company and its members, subsidiaries, affiliates and joint venture partners as additional insureds will not be limited.
Lessee shall secure from its insurance companies and provide to Company, for all required Insurance (Article 16(a)(I) only), an
additional insured endorsement with terms equivalent to ISO Form CG 20 26 1185.
(d) At the time of execution of this Lease and annually thereafter. Lessee shall provide Company with a
Certificate of Insurance evidencing Lessee's compliance with Company's Insurance requirements. Lessee's failure to provide
certificates evidencing the requirements, or purchase Insurance coverage in compliance with this article, will not relieve Lessee of its
obligations under this article.
17. COMPANY'S IDENTIFICATIONS. No provision under this Lease grants to Lessee any right or license to use
trademarks, brand names, service marks or color schemes owned by, or licensed to, Company("Identifications•"), except that Lessee
may use the Identifications on such signage or promotional materials for a Location as Company may approve in writing prior to use.
Company reserves the right to affix and display the Identifications on the exterior of the Leased Facilities. Lessee shall not use any of
-7- Rev 2003/04/22(Retl62)
MS Non-Petroleum Lease
i
the Identifications as part of Lessee's Business Entity name or any trade name or trade style used by Lessee. Lessee shall identify its
operations at each Location as a business which is separate and independent of the motor fuel dispensing business conducted at the
Location under the Identifications. Such identifications of Lessee will consist principally of a sign or signs placed conspicuously within
or near the display window(s),the size.type and placement of which shall be subject to the approval of Company. No such signs may
be installed on the exterior of the convenience stare or car wash buildings or otherwise at any Location. Any signs or interior graphics
which I.essee may utilize at the Leased Facilities shall be subject to the approval of Company. Company may change the Identifications
used by Company at any Location. Lessee acknowledges that any goodwill, past. present or future, related to operation of any
business(es)at the Leased Facilities shall accrue to and be the property of Company,and Company shall have no liability to Lessee for
any claim of loss thereof upon any expiration or termination of this Lease.
18. I;NDERLYING ESTATES;CONDEMNATION;DAMAGE AND CASUALTY.
(a) Undal u* Estates. If Company does not own a Location, this I.ease (i) is subject to all conditions or
restrictions affecting the lease under which Company is nowentitled to possession of the Location and(ii)shall terminate automatically,
as to the affected Location only.upon expiration or any sooner termination(by Company or otherwise)of such lease;and Lessee shall
not commit or permit any act or omission which would impair or jeopardize Company's interest under its lease of any Location.
(b) Coi.dvn nation. If all or any part of any Location is condemned for public or quasi-public use or is(as it may
Sc)voluntarily conveyed by Company to any party having and intending to exercise the power so to condemn either Company or
Lessee nay terminate this Lease, as to the affected Location only, by giving the other party notice. Whether or not this Lease is so
terminated as to any Location, Lessee assigns to Company all of Lessee's rights to or interest in any award or settlement for such
condemnation or conveyance in lieu thereof as it relates to the Location.
(c) Damage to Leased Facilities. Lessee is responsible for all damage to or loss of the leased Facilities,
including but not limited to any equipment leased hereunder.resulting from the negligence, misconduct or willful act or omission of
Lessee or Lessee's employees, agents or contractors, and Lessee shall rake any repairs or replacements necessary, at Lessee's sole
expense,as a result of such damage or loss. If Lessee fails to make any repair or replacement,Company may do so and will charge
Lessee for the full repair or replacement costs of same. Lessee shall follow Company's standards and procedures, as they may be
amended from time to time,for reporting and investigating any casualty losses or damages to the Leased Facilities resulting from any
act or omission of any third party or an act of God,cooperate with Company in its reasonable efforts to recover any such losses or
damages and reimburse Company for any such lasses or damages not recovered(including taxes and the costs of collection)up to the
first 5500 per incident,or for the full unrecovered amount if lessee fails to follow Company's standards and procedures.
(d) Fire and Casualty. If,as the result of any fire or other casualty not caused by the negligence of Lessee,the
Leased Facilities at any Location are rendered substantially unfit for use and occupation,the rent due hereunder for that Location will be
abated until the Leased Facilities are restored to substantially the same condition as immediately before the casualty. In such an event,
Company may elect,at its sole option and at its own expense,to rebuild or restore the Leased Facilities;upon completion of restoration,
any rent abatement will cease and the terms and conditions of'this Lease shall continue to apply to the Location. If,as the result of any
fire or other casualty.all or any part of any Location is damaged to the extent that Company,in its sole discretion elects not to rebuild
or restore the Leased Facilities,Company may terminate this Lease,as to the affected Location only,by giving Lessee notice.
19. ASSIGNMENT;SUBLEASLNG;ENCClIBRANCF,.
(a) GeraxaL This Lease is personal to Lessee. Lessee may not sell, transfer, encumber, or assign its interest
under this Lease or in any Location,in whole or in part,or sublease any portion of any Location or permit any other person to occupy
or use all or any part of any Location, whether voluntarily, involuntarily, or by operation of Law. Lessee shall keep the Leased
Facilities at each Location free from all liens and encumbrances arising from or growing out of Lessee's use and occupancy thereof.
If Lessee is a Business Entity,any change in interest of the Principal in the Lessee shall be deemed an assignment or transfer subject
to this article. Any assignment by Lessee is void.
(b) Assignment by Company. Company may. without the prior consent of Lessee,sell, transfer,encumber,or
assign its interest,in whole or in part,in this Lease.
-S- Rev 2003/04/22(Ret 1 tit)
MS Non-Petroleum Lease
(c) Alcoholic Beverage Licenses. If this Lease is terminated or not renewed Lessee shall transfer,at no cost,
any beer and wine or other alcoholic beverage license(s)at each Location to Company or such third party as designated by Company,
subject to applicable Law.
20. INSPECtION. Company, its agents,and representatives may enter any Location,at all reasonable times,to inspect
the (.eased Facilities and to observe Lessee's operations thereon and to examine Lessee's books and records pertaining to Lessee's
business in order to determine Lessee's compliance with the terms of this Lease.
21. CONFIDE'.cTLILITY. Lessee acknowledges that during the term of this Lease and any extension thereafter,
Lessee will receive information and documents that are proprietary or confidential in nature including,but not limited to,the
terms of this Lease,any attached exhibits and the Credit Card Guide. Lessee shall not disclose any such information without
the prior written consent of Company.
22. EXCUSES FOR NONPERFORMANCE. Both parties will be excused from their obligations under this Lease
(except financial)to the extent that performance is delayed or prevented by any circumstances reasonably beyond such party's control
including,but not limited to. fire, explosion, flood, ice storm, snowstorm, or earthquake; delay or loss of transportation or delivery
equipment; mechanical breakdown; strikes or other labor trouble, plant shutdown, riots, or other civil disturbances; or voluntary or
involuntary compliance with any Law or request of any governmental authority.
23. TERMINATION;RENEWAL/NONRENEWAL.
(a) Immediate Termination for Cause.
(1) Lease as a Whole. Company may terminate this Lease effective immediately without prejudice to
any other rights or remedies Company may have hereunder or by Law if
(A) Lessee fails to pay any rental amount or other indebtedness as duc under this Lease;
(B) Lessee fails to comply with any provision of this Lease, and fails to cure any such
noncompliance within ten(10)days,or such shorter period as may be reasonable under the circumstances,of Company's giving Lessee
notice of any such noncompliance at the Leased Facilities at any Location;provided that no opportunity to cure need he provided upon
or after the third occurrence of any noncompliance,whether or not previous noncompliances have been cured:
(C) Lessee abandons the Leased Facilities at any Location, which shall be deemed to have
occurred if Lessee fails to keep the Leased Facilities at a Location open for customer business for a period of twelve(32)hours or more,
without prior written consent from Company;
(D) Lessee or any of its officers,directors,owners,employees,agents or affiliates is convicted
of or pleads nob contendere(no contest)to,a felony or a crime of moral turpitude,or performs any act or engages in any activity or
behavior that Company believes is likely to have an adverse effect on Company's image or goodwill;
(E) Lessee fails to secure and maintain insurance coverage required under this Lease:
(F) Lessee refuses to allow Company to perform an inspection at the Leased Facilities at any
Location;
(G) Lessee uses the Leased Facilities at any Location for any purpose other than as expressly
authorized in this Lease or by Company:
(II) Lessee, through the fault or negligence of Lessee or its officers, directors, owners,
employees,agents or affiliates,has revoked,suspended for a period of ten(10)or more days or otherwise loses any license or permit,
the revocation, suspension or loss of which decreases the business value of the Leased Facilities at any Location (e.g., alcoholic
beverage license):
1l- Rev 2003/04/22(Ret162)
MS Non-Petroleum Lease
(I) Lessee sells or offers for sale at the Leased Facilities at any Location any illegal drugs or
drug paraphernalia;
(J) Lessee,or the Principal if Lessee is a Business Entity,dies;
(K) Company receives numerous customer complaints concerning Lessee's activities at the
Leased Facilities at any Location(s);or
(L) The MSCORO Agreement between the parties expires or is terminated,for any reason.
(2) Individual Location. As an alternative to termination of this Lease in its entirety for any reason
specified in Amick 23(axl)above, Company may. in its sole discretion, terminate only as ro the Leased Facilities at the Location at
which any cause has arisen. In the event of such termination,the terms and conditions of this Lease will continue in full force and effect
as to the remaining Leased Facilities hereunder.
(b) Termination by Lessee without Cause. Lessee may terminate this Lease, for any reason or no reason at all,
at any time during its term upon written notice to Company. Termination will be effective on the earlier of(1)the date six(6) months
after such notice is given or(2)Company's approval and scheduled installation of a new lessee at the Leased Facilities, which date
shall be communicated to Lessee by Company in writing. As Company will be seeking a new lessee in reliance on Lessee's termination
notice,once notice of termination is given by Lessee hereunder it cannot be withdrawn or revoked,except by mutual agmement of the
parties.
(c) Renewablcomenewal. Upon expiration of the term, this Lease may be renewed by the parties or either
Company or Lessee may refuse renewal for any reason or no reason. If the parties agree to renew the relationship,they shall execute a
new lease in the form then regularly used by Company for lease of the type of facilities covered hereunder. 'the new lease shall
supersede this Lease and may include significant changes from this Lease.
24. SURRENDER OF POSSESSION_ Upon the expiration, termination or nonrenewal of this Lease. Lessee may
remove its equipment,signage and trade materials from each Location. In the event such items arc not removed within ten(10)days of
the end of this Lease,Company may remove and dispose of such items and charge Lessee for any expenses not recovered in the course
of such removal or disposition. Upon the expiration, termination or nonrenewal of this Lease, Lessee shall, at its option. either (i)
remove any fixtures or improvements made by Lessee at any Location at Lessee's own expense. or (ii) allow the fixtures or
improvements to remain on the Leased Facilities,whereupon such fixtures and improvements shall become the property of Company at
no cost. In either event,Lessee shall peaceably surrender the Leased Facilities to Company in good condition,ordinary wear and tear
excepted.
25. HOLDING OVER. Any holdover by Lessee after the expiration,termination or nonrenewal of this Lease shall not,
in the absence of a written agreement to the contrary.create a tenancy for a term in excess of month-to-month. This provision shall not
give Lessee any right to holdover. Any holdover shall be subject to all other terms and conditions of this Lease.
26. NOTICES.
(a) Except as otherwise specified in this Lease, all notices must be in writing and in compliance with
applicable Law. Subject to any requirements of Law,any notice may be given to Lessee by personal service or by electronic mail or
to either party by certified mail, regular mail, telegram, facsimile. mailgram, or overnight or local courier. Notice will be deemed
given when: (i)deposited in the U.S- Mail,postage or charges pre-paid and directed to the party for whom intended at the address in
this Lease or such other address as directed by the party upon written notice to the other if given by certified mail or regular mail;(ii)
deposited with the dispatching agency,postage or charges pre-paid and directed to the party for whom intended at the address in this
Lease or such other address as directed by the party upon written notice to the other if given by telegram,mailgram or overnight or
local courier;(iii)confirmation is received by the sending party if given by facsimile•,or(iv)Company is electronically notified by its
electronic mail provider or program of delivery to Lessee if given by electronic mail.
(b) It'Lessee is a Business Entity.Company may give notice to the Principal or any officer, director.partner.
personal representative,agent,or employee of the Business Entity.
- 10- Rev 2003/04/22(Ret162)
MS Non-Petroleum Lease
(c) To enable Company to send notices and communication to Lessee by electronic mail: (i)Lessee shall have
access to the Internet;and(ii)Lessee shall have at all times during the term of this Lease an active E-mail address and account with no
storage limitations and Lessee shall promptly advise Company of such address and of any change thereto.
27. ATTORVEYS'FEES. The prevailing party will be entitled to recover from the other party pre judgment interest.
reasonable attorneys'fees and costs and other costs of collection the party incurs in order to secure,defend or protect the rights inuring
to the prevailing party under this Lease or to enforce the term thereof In the event of litigation between the parties, both parties
hereby waive any claim against the other party to this Lease for consequential,exemplary,and/or punitive damages.
28. INTEREST. Interest will accrue on any rent or other amount due Company by Lessee under this Lease from the
date of the event triggering the indebtedness to Company at the rate of 18%per annum,or the maximum lawful rate,whichever is less.
29. GENERAL PROVISIONS.
(a) This Lease as of the Effective Date hereof cancels and supersedes all prior and contemporaneous
representations, inducements, agreements. commitments, and undertakings with respect to the subject matter of this Lease, except
those written agreements relating to any indemnification,reimbursement,indebtedness,or debt security obligations(including,but not
limited to,any security interest security agreement,guaranty,mortgage,deed of trust,promissory note,or UCC tiling).
(b) Except as expressly provided under this Lease,this Lease may be amended or supplemented only in writing
signed by both parties.
(c) Any waiver of any provision of this Lease must be in writing signed by the parties. Either party's delay or
failure to enforce any provision of this lease or any course of dealing or trade custom or usage will not operate as a waiver of
compliance with that provision or a waiver or estoppel of the party's right to enforce any other provision of this Lease.
(d) The provisions of this Lease are severable. If any provision of this Lease is, for any reason, invalid or
unenforceable,the remaining provisions of this Lease arc valid and enforceable if the basic intent of the parties is still capable of being
achieved.
(c) This Lease is binding upon and enforceable against the parties' respective successors,permitted assignees,
legal representatives,executors,administrators.heirs,and legatees.
(f) Neither this Lease nor any subsequent agreement amending or supplementing this Lease is binding unless a
duly authorized representative of Company signs the Lease,amendment,or supplement.
Executed on the date shown below.
FIRST I(AND MANAGEMENT LLC
Lessee Shell Oil Products US
Company
s / Allen Gimd
Title: /� F�
- ...._..__ Title: Manager Contracts
Date: I:74/ .3rA Date: x/8/0 3
- II - Rev 200_'04122(Retl62)
MS Non-Petroleum Lease
-- a
Exhibit A
To Multi-Site Non-Petroleum Facility Lease
LUST OE LOCATIONS AND MONTHLY RENTAL AMOUNTS
I YRI YR2 YR3
Operator# Location# Store# Location Address I Monthly Monthly Monthly
Rental Rental Rental
_ ... Amount I Amount Amount
BROAD400555 120399 2047 9275 SOUTH NCH.CO.4Y, S22,044.00 $23,146.00 524.30400
HIGHLANDS RANCH,CO 80126
400556 117195 5475 12031 NORTH HURON STREET, S7,077.00 S7,431.00 $7,802.00
_ WESTMINSTER,CO 80234
1240 EAST 1ST AVErUE, S9,I92.00 $9,652.00 $10,134.00
400557 117942 5673 BROOMFIELD,CO 80020
400558 ' 120410 2133 15065WCOLFABXIHA0VE,GOIDE\,CO1 $15A2700 $16,198.00 517,008.00
I 9356 SOUTH COLORADO BLVD, ! ! !
400559 168305 ; 6240 HIGHLANDS RANCH,CO 80126 57,699.00 + $8,084.00 $8,488.00
400560 166183 i 6018 595 SUMMIT BLVD.BROOMFIELD. 516,311.00 $17,127.00 $17,983.00
CO 80021
! 3334 ARAPAHOE ROAD,ERIE.CO
400561 119743 I 5874 805]6 $10,856.00 511,399.00 $11,969.00
400562 123509 6264 2700 BASELINE 0305 BOULDER.CO 52,640.00 ! $2-772.00 $2.911.00
81480 CANYON BLVD.BOULDER CO
j 400563 I20072 2005 8030 $4,957.00 $5,205.00 55,465.00
400564 120148 2006 287?BASELI:N 80RD3BOCI_DFR,CO 54.448.00 ' 54,670.00 54,904.00
3040 N BROADWAY,BOULDER,CO
400565 120159 1410 50302 $4,609.00 $4,839.00 . $5,081.00
400566 120164 2002 3165 28TH ST,BOULDER,CO 80301 $7,302.00 $7,667.00 ! $8,050.00
400567 120125 . 2041 ''-25 S BOULDER ROAD. 59,286.00 59,750.00 S10,238.00
LAFAYETTE,CO 80026
-
400568 120365 1438 9207 W JEW-ELLAVEN E, 55,.00 ,I
LAKEWOOD.CO 80226 58,_ $8,981.00 59,430.00
5021 S JELLISON WAY,LITTLETON. $6,59 00 56,925.00 57 271.00
i 400569 120237 2115 c
^� CO 80123
400570 120293 2106 6796 WEST OTTAWA.LITTLETON, $7,376.00 S7,745.00 . $8,132.00
CO 80123
_._
L-
400571 120323 2110 7550SNIVERSI'1'YBLVD, 55.827.00 56,118.00 $6,424.00
LITTLETON,CO 80122 .
400572 I 119703 ! 5875 5915 SOUTH/.ANGST,LIT'TLETOX, $612 00 i $643.00 $675.00
CO 60127 -
400573 120104 2105 1897 S WADSWORTII,LAKEWOOD, - $6,633.00 56,965 00 $7,313.00
i CO 80226 ,
400574 120206 2135 425 W HIGHWAY 287,
i BROOMFIELD..CO 80020 58-41. 00 56,838.00 $9,380.00
- 12- Rev 2003;04122(Ret162)
MS Non-Petroleum Lease
Exhibit B
To Multi-Site Non-Petroleum Facility Lease
LESSEE'S MAINTENANCE RESPONSIBILITIES
This exhibit outlines Lessee's maintenance responsibilities at each Location. All repairs and replacements performed by 1 essre must
meet or exceed the specifications of the existing equipment as to quality, as well as comply with Company's imaitc standards, if
applicable. If Lessee is unsure about a specific standard, Lessee should consult with Company. Lessee may have additional
maintenance responsibilities under the terms of the MSCORO Agreement
Terms used in this exhibit have the same meanings as the same terms in the Lease except where the context indicates a different
meaning is intended.
A. Plumbint!
1. Promptly clear clogged toilets, sinks, building tube bay drains and on-property sewer lines, so as to keep all
equipment in a clean, safe and working order. Dispose of cleared materials using a legally acceptable method of
disposal.
2. Repair or replace,as necessary.all flush mechanisms and faucets.
3. Drain water lines to prevent freezing.
4. Repair,as necessary.all water heaters.
5. Pump out septic tanks as necessary and dispose of accumulated material using a legally acceptable method of
disposal.
B. HeatintJAir Conditioning
1. Repair or replace, as necessary, all components of the HVAC system, excluding compressor. evaporator or
condenser coil.
2. Repair any refrigerant leaks and recharge system if required.
C. Glasswork
1. Clean all window and door glass(including bullet resistant glass)daily using compatible cleaning materials.
2. Promptly repair all window and door glass,whenever scratched,cracked or broken from whatever cause.
D. Floors
Maintain floors in original condition,subject to normal wear and tear.
E. Painting
During the interval between periodic general repainting by Company,wash and paint all curbs(if painted),yard and building
equipment,bumper poles,parking lines, wheel stops, lifts, interior/exterior walls, doors,ceilings and shelving as necessary.
Immediately paint over any graffiti. Company shall provide specifications for paint to be used.
F. C-Store/Food Mart and Related Equipment
t. Repair or replace. as necessary. all food service equipment, including,but not limited to,coffee makers,juice and
soda dispensers, ice dispensers and ice makers, microwaves, gondolas and all other C-store?food mart related
equipment.including lamps,ballasts,fuses and glass therein.
2. Keep all food handling equipment, food service areas and food preparation areas clean, sanitary and in compliance
with applicable Laws.
3. Kelp all equipment drain lines clean and clear.
- 13- Rev 2003/04/22(RetIG2)
MS Non-Petroleum Lease
4. Inspect cooler condenser and compressor at least semiannually.
5. Keep all food service areas well stocked with food service supplies. including but not limited to cups, napkins,
utensils and condiments.
6. Repair or replace,as necessary,all components of cooler:freezer and refrigeration units(walk-in and freestanding),
excluding total system replacement.
7. Repair or replace.as necessary,all C-StoreMart doors,hinges,knobs,levers,cup dispensers,and condiment racks.
G. Car Wash
1. Implement a maintenance program, covering preventative and routine maintenance, for all Car Wash equipment,
utilizing a certified maintenance provider.
2. Daily inspect the Car Wash and take steps to assure efficient and uninterrupted operation including,but not limited
to,removing any trash or debris.
3. Clean all walls,floors,trenches and equipment on a regular basis,and power wash area annually.
4. Manually gauge the Car Wash clarifier pit as needed,but no less frequently than semi-annually,and notify Company
when the pit is filled to seventy percent(70%)capacity so that Company may remove and dispose of the sludge.
5. Ensure coin acccptorrbill validator.keypad and blowers arc operational and clear of debris.
6. Repair or replace,as necessary,ail components of the Cat Wash equipment excluding water pumps and their drive
motors,conveyor drive motors and chains-brushes and miter cloths,and any component where replacement material
costs are greater than S2,000.
7. Immediately notify Company if any water pump or its drive motor. conveyor drive motor or chain, brush or miter
cloth is inoperable.damaged or needs replacement.
H. Fire Protection
1. Furnish,as required,and maintain portable fire extinguishers.
2. Perform periodic testing and inspection of fire suppression/fire sprinkler systems, and hand held extinguishers as
required by regulating authority.
Other Equipment
1. Repair or replace, as necessary, all elements of interior and exterior video monitoring systems. Maintenance
responsibility includes. but is not limited to. cameras, monitors, recorders, switching devices, cables, wires, and
above ground conduit. Perform periodic testing amt inspection as required by any regulating authority.
2. Repair,as necessary,above ground and below ground safes and pass-through drawers.
3. Repair or replace. as neceseary, all elements of oil and tube equipment and used oil pumps, including, but not
limited to,hoses,finings,spouts,meters,pumps.above ground piping and overhead reels.
J. Miscellaneous
1. Repair or replace,as necessary,all building lucks and keys,latches,door closers and hinges for interior and exterior
doors,excluding overhead bay doors.
2. Reset circuit breakers and replace electrical fuses.
3. Keep ris rums at all times neat, clean, safe and orderly, free of offensive odors and well stocked with proper
supplies and cleaning materials.
4_ Take all necessary pest control measures to assure a pest-free environment.
5- Maintain all paths of travel on the Location free of obstruction and accessible in compliance with applicable
accessibility Law including.but not limited to,accessibility provisions of the Americans with Disabilities Act.
6. Repair or replace,as necessary,all interior non-florescent lamps.
- 14- Rev 2003/04/22(Retie.?)
MS Non-Petroleum lease
Exhibit C
To Multi-Site Non-Petroleum Facility Lease
OPERATING EXPENSES DIRECTLY PAID BY COMPANY
Operator# Location# l Store# Location Address Expense List
400555 120399 I 2047 9275 SOUTH BROADWAY,HIGHLANDS 1 CCFees,Electric,Natural Gas.Sewer,
RANCH,CO 80126 Water
-
400556 117195 5475 12051 NORTH HURON STREET, CCFccs, Electric,Natural Gas,Sewer.
WESTMINSTER.CO 80234 Water
400557 117942 5673 'I 1240 EAST 1ST AVENUE,BROOMFIEID. CCFees,Electric.Natural Gas.Sewer.
CO 80020 Water
400558 120410 2133 15065 W COLFAX AVE,GOLDEN,CO CCFees,Electric,Natural Gas,Sewer,
80401 - Water
400559 j 168305 6240 9356 SOUTH COLORADO BLVD, • CCFees,Electric,Natural Gas,Sewer,
HIGHLANDS RANCH,CO 80126 Water
400560 166183 6018 595 SUMMIT BLVD,BROOMFIELD,CO CCFccs,Electric,Natural Gas,Sewer,
80021 Water
400561 I 119745 5874 3334 ARAPAHOE ROAD.ERIE,CO 80516 CCFees,Electric,Natural Gas,Sewer.
Water
400562 123509 6264 2700 BASELINE RD,BOULDER,CC) 80305 CCFees,Electric.Natural Gas,Sewer,
Water
400563 120072 2005 1480 CANYON BLVD,BOULDER,CO CCFees,Electric,Natural Gas,Sewer,
i I 8O02 Water
400564 ' 120148 2006 12877 BASELINE RD,BOULDER,CO 80303 C'C'Fees•Electric,Natural Gas,Sewer.
Water
400565 120159 1410 3040N BROADWAY,BOULDER,CO I CCFccs,Electric, Natural Gas,Sewer,
80302 Water
400566 120164 2002 3185 28TH ST,BOULDER,CO 80301 CCFees,Electric,Natural Gas,Sewer.
Water
400567 I 120125 204) 225 S BOULDER ROAD,LAFAYETLE,CO CCFees,Electric.Natural Gas.Sewer,
80026 Water
400568 I 120365 1438 9207 W JEWELL AVENUE,LAKEWOOD, CCFees,Electric,Natural Gas,Sewer.
CO 80226 Water
400569 120237 2115 502) S JELLISON WAY,LITTLETON,CC) I CCFees,Electric,Natural Gas.Sewer,
80123 Water
400570 120293 2106 I 6798 WEST O't-CAWA, LITTLETON,CO CCFccs,Electric.Natural Gas,Sewer.
I 80123 Water
400571 120323 ' 2110 7550 S UNIVERSITY BLVD,LITTLETON, CCFccs, Electric,Natural Gas.Sewer,
CO 80122 Water
400572 119703 5875
5915 SOUTH ZANG ST,LITTLETON.CO CCFees,Electric,Natural Gas.Sewer,
80127 Water
400573 - 120104 2105 1897 S WADSWORTH,LAKEWOOD,CO CCFees,Electric,Natural Gas.Sewer,
___ 80226 I Water
400574 120206 2135
425 W HIGHWAY 2877_BROOMFIELD.CC) ' CCFees,Electric, Natural Gas.Sewer.
80020 Water
- 15- Rev 2003/04/22(Rct162)
MS Non-Petroleum Lease
MAY-20-03 FRI 11 :05 AM 2.-AMCM5PS24613389P 0000000000 - P. 01
Payer Ot 400534
May 18,2005
FIRST HAND MANAt' ffiNTLLC
4600 S ULSTER SIREEf#150
DENVER,CO 80237
Re' Addition of Loentioa(s)—Amendment to Exhibits A
Dear Opendor/Lessee:
Please atfer to the Multi-Site Contractor Operated Retail Outlet Agreement and MdliSite Nowittroleam Facility
Lease(collectively,the"Agreements")entered into between Shell Oct Products US("Comp[")and FIRST HAND
MANAGEMENT LLC rOpeator "),effective June 30,2003. Company hereby notifies Operator/Lessee that
Company adds the following Five(5)location(s)to Exhibit A of each of the Agreiemeua,as indicated,effective as
of the date(s)indicated below,pursuant to Article 1(b)of each of the Agreements:
Rahiblt A
To Multi-She Cannaaor°panted Retail Outlet Agreemett
CLUSTER LOCATIONS
Iambs Store!! Location Address Expense
Date R41 bona
10963 125 ACCESS
120029 1407 RDWES>, 05/25/05 52,000.00 512,30900
LONGMONT CO,80301
123482 6263 1124 FRANCES STREET,LONGMONT,CO 05/25/06 52,000.00 37,114.00
125129 6262 4301 HJPGOWAY 66,IIONG010NT,CO
8050
06/26105 52,000.00 56,045.00
120055 2136 12001 WASHAVGfON,THORTON,CO 05/26/05 52 000.00 $50000
80241
120127 2139 2265 R 120 AVE,NORTHGLENN,CO 05/26/06 $2,000.00 5500.00
80233
1- Rev 2004/08405(Retl73)
Aaendtu g-Exhibit A
Addition of Iaqulons
MAY-20-05 FRI 11 :05 AM 2-A3GM5P024615309P 0000000000 P.92
EsIRWt A
To Multi-Site Nth-petroleum Pacility Lease
Jar OF tac*ntNS AND MONTHLY RENTAL AMOUNTS
MOW
Rental Amt Monthly Monthly
Latador q Store N I aeatioa Addl*ffi 05!2103 or ntal A�ut Berta Anil
� 11/11/03 0510V06
tarn thrr tL+u
06/30/06 04/30/06 06/30/06
120029 1407 10963125 ACCIS94 BDWYST, 519,278,00 0.00 0.00
LONGMONT CO,80501
123482 6263 1124 FRANCES STREET,LONGMONT,
CO 80501 $4,721.00 0.00 0.00
125129 6262 4]01 H1G1lVPAY 66,IANGMONT,CO 36,300.00 0.00 0.00
80501
120055 2136 12801 wAs>l�rt:To 1+T�ORTON,CO 811,635.00 27,148.00 11,6.%00
80241
120127 2139 2265E 120"`A p�BTHGLENN,CO 59,870.00 523,031.00 59,870.00
The ons of the Agreements prospectively apply fully to the location(s)holed above as of the effective dates)
of
If you should have any questions Ieprdhm the foregoing,please contact your Aemrmt Manager without deity.
Stay truly yaw,
• Shell Oil Products US
fi
James K.Eaves
Supervisor Retail Contracts
ACKNOWLEDGED AND ACCEPTED:
FIRST HAND MANAGEMENT LLC
BeafA•1
Title
Date 5-- �S-df
-2- Rev 2004/08M(Ret173)
Ameat latent-Exhibit A
Addition of Locations
OPERATING AGREEMENT OF
FIRST HAND MANAGEMENT, LLC
THIS OPERATING AGREEMENT is made and entered into as of the 14th day of June,
2002, between FIRST HAND MANAGEMENT, LLC, a Colorado limited liability company,
which is the subject hereof(the"Company"),and RICHARD D.ONESLAGER,JR.,sole member
of the Company(the"Member")and designated herein as manager of the Company(the"Manager"),
under the following facts:
RECITALS
1 . On the date hereinabove set forth, the Member caused
Articles of Organization reflecting the formation of the
Company to be filed with the Secretary of State of the
State of Colorado.
2 . The parties have determined to enter into this Operating
Agreement ( "Agreement" ) to memorialize the relationship
with the Company and with one another with respect to the
Company' s activities.
NOW, THEREFORE, in consideration of the mutual promises herein
set forth, it is agreed as follows :
ARTICLE 1
LIMITED LIABILITY COMPANY
1. 1 Formation. The Company was formed on or about the date
hereof upon the filing of its Articles of Organization with the
Secretary of State of Colorado pursuant to the provisions of the
Colorado Limited Liability Company Act ( "Act") . The name of this
limited liability company as set forth in its Articles of
Organization is FIRST HAND MANAGEMENT, LLC.
1 .2 Business and Purpose. The purpose of the Company is (i)
to own and/or operate existing service stations or other commercial
properties; (ii) to invest in other entities engaged in such
activities; (iii) to lease such properties to other parties; (iv)
to undertake such other businesses as the Company may lawfully be
engaged in; and (v) to do everything necessary or desirable for the
accomplishment of the purposes of the Company or the furtherance of
any of the powers herein set forth, and to do every other act and
thing incident thereto or connection therewith, all as are
permitted under the Act.
JMC 424781 5/23/05
1 . 3 Registered Office. The registered office of the Company
in the State of Colorado shall be at 9171 East Arapahoe Road,
Englewood, Colorado 80112, and the registered agent for service of
process at such address shall be Richard D. Oneslager, Jr. . The
Company may also maintain such other registered offices and
registered agents outside the State of Colorado as are necessary
for the implementation of its purposes.
ARTICLE 1
CAPITAL CONTRIBUTIONS AND MEMBERSHIP
Richard D. Oneslager, Jr. is the sole Member of the Company.
The Member shall make an initial capital contribution of $100 to
the Company, and shall make such additional contributions to the
capital of the Company as he shall determine, in his discretion, to
be required for the pursuit of his and the Company' s purposes .
Such Member may make withdrawals from the Company from time to
time consistent with the Act .
ARTICLE 2
ALLOCATION OF PROFITS AND LOSSES
All profits and losses of the Company shall be determined and
allocated with respect to each fiscal year of the Company as of the
end of such year, and shall be determined in accordance with the
accounting methods described in Treasury Regulation 1 . 704-1, et
seq.
ARTICLE 2
MANAGEMENT
2 . 1 Manager. The Member shall designate from time to time a
manager which shall manage the business of the Company. Until
further action by the Member, Richard D. Oneslager, Jr. is
designated as the Manager.
2 .2 Authority of Manager. The Manager shall have all rights
and powers that may be possessed by a manager under the Act on
behalf of and in the name of the Company, or any other entity
formed in pursuance of the purposes described in Section 1 .2, to
perform all acts which it may deem necessary or desirable
including, without limitation, the power to do the following:
1MC 424781 523/05
_2_
(1) acquire, develop, construct, improve, maintain, own,
hold, lend, operate, manage, lease, finance, refinance,
mortgage, pledge, divide, combine, sell, transfer, convey,
assign, grant options with respect to, dispose of or otherwise
deal in and transact business with respect to any real and
personal property of the Company or any such entity;
(2) borrow money, issue (or guarantee) evidences of
indebtedness, give indemnities, and obtain lines of credit,
loan commitments and letters of credit for the account of the
Company or any party in which the Company has a direct or
indirect ownership interest and secure the same by mortgage,
pledge or other lien on the assets of the Company or any such
entity;
(3) prepay in whole or in part, refinance, recast,
increase, modify or extend any liabilities affecting the
property of the Company or any such entity and, in connection
therewith, execute any extensions or renewals or encumbrances
on any such property;
(4) negotiate and execute any deed, lease, easement,
mortgage, deed of trust, mortgage note, promissory note, bill
of sale, contract, certificate or other instrument in
connection with the acquisition, holding, financing,
development, construction, management, maintenance, operation,
lease, pledge or sale or other disposition of any Company
property or the property of any such entity.
(5) cause the Company or any such entity to organize,
form, establish or acquire an interest in a joint venture,
partnership, limited liability company or other business
entity with any other party in pursuit of its purposes;
(6) engage and dismiss any and all persons or parties
necessary to further the purposes of the Company or any such
entity, including those providing legal, accounting,
engineering, brokerage, consulting, appraisal, management,
leasing, development, repair or custodian services to the
Company or any such entity, or such other persons or parties
as Manager deems necessary or desirable for the management and
operation of the Company or any such entity and its
properties, including persons or parties related to the
Manager or to persons or parties in control thereof, provided
that the terms of such an arrangement are no less favorable to
the Company or such entity than would be available from
unaffiliated persons or parties;
PAC 424781 5/23/05
-3-
(7) incur and pay all expenses and obligations incident
to the operation and management of the Company or any such
entity, including the cost of the above-described services,
taxes, interest, travel expenses, insurance premiums, and
similar items;
(8) make interim investments (which may be made through
an agent) or cash reserves and other liquid assets of the
Company or any such entity prior to their use for the entity's
purposes or distribution to the owners thereof;
(9) acquire and enter into any contract of insurance
deemed necessary or desirable for the protection or
conservation of the Company or any such entity, its
properties, and the Manager or otherwise in the interest of
the Company as the Manager shall determine;
(10) open accounts and deposit, maintain and withdraw
funds in the name of the Company or any such entity in banks,
savings and loan associates, brokerage firms or other
financial institutions;
(11) establish reserves for normal repairs, replacements
and contingencies and for any other proper entity purpose;
(12) distribute funds to the Members of the Company or to
the owners of any such entity by way of cash or otherwise, all
in accordance with the provisions of this Agreement or the
governing instrument of such entity, as appropriate;
(13) bring and defend actions and proceedings at law or
equity before any court or governmental, administrative or
other regulatory agency, body or commission or otherwise;
(14) prepare and file all necessary returns and
statements and pay all taxes, assessments and other
impositions applicable to the assets of the Company or any
such entity;
(15) grant third parties an interest in the properties of
the Company or any such entity;
(16) dispose of some, all or substantially all of the
assets of any such entity;
(17) by written instrument, appoint agents or authorized
signatories to execute contracts, leases, conveyances or other
documents of any sort, and/or to receive payments, on behalf
of the Company or any entity for which the Company exercises
JMC 424781 5/23/05 -4-
managerial control, on whom third parties may rely as fully as
if dealing with the Manager if the acts performed are within
the scope of the authority granted in the instrument of
appointment and the third party has no actual knowledge of a
revocation of such authority; and
(18) act for and on behalf of the Company and any such
entity in all matters pertinent to the entity.
2 . 3 Compensation and Reimbursement of Manager. The Manager
shall serve in such capacity without compensation. Nevertheless,
by reason of arrangements between the Company and entities in which
it is interested and affiliates of the Manager, such affiliates
shall be compensated for services rendered the Company and any such
entity on competitive terms .
2 .4 Other Business Interests. Other than as provided in
other arrangements entered into by the parties, the Manager and its
affiliates may engage, independently, or with others, in other
business ventures of every nature and description, including,
without limitation, the ownership of real properties and the making
or management of other real estate investments. The Company shall
not have the right by virtue of this Agreement or the relationship
created hereby in or to such other ventures or activities or to the
income or proceeds derived therefrom, and the pursuit of such
ventures, even if competitive with the business of the Company or
any entity in which it is interested, shall not be deemed wrongful
or improper unless such activities are otherwise specifically
restricted by the governing instruments thereof .
2 . 5 Exculpation and Indemnification. Except as provided in
the Act, neither the Manager hereof nor its members, partners,
officers, employees, or agents (collectively the "Indemnified
Parties") shall be liable, responsible or accountable in damages or
otherwise to the Company for any act or omission performed or
omitted by them in good faith pursuant to the authority granted in
this Agreement in a manner reasonably believed by them to be within
the scope of the authority granted hereunder and not opposed to the
best interests of the Company or the Member. To the greatest
extent permitted under the Act, the Company shall indemnify, defend
and hold harmless each of the Indemnified Parties against any loss
or damage incurred by such Indemnified Party and against expenses
(including attorneys ' fees to be paid as incurred) actually and
reasonably incurred by such Indemnified Parties in connection with
the defense or settlement of any threatened, pending or completed
action or suit by any party in connection with any such act or
omission. The satisfaction of any obligation to indemnify and hold
the Indemnified Parties harmless shall be from and limited to
Company assets, and the Member shall not have any personal
MC 424781 5/23/05 -5-
liability on account thereof except as provided in other
arrangements between the parties or their affiliates .
ARTICLE 3
TERM
2 . 6 Events of Dissolution. The Company shall commence with
the filing of its Articles of Organization, and shall continue
until the determination of the Member to dissolve the same.
2 . 7 winding Up. In the event of the termination of the
Company, the Company shall immediately commence to wind up its
affairs. The proceeds from liquidation of Company assets shall be
applied in the following order:
(1) Payment to the creditors of the Company, other than
the Member and other than creditors whose obligations are
undertaken by other parties in connection with the
liquidation, in the order of priority provided by law;
(2) Payment to the Member for loan(s) made by him to the
Company, if any; and
(3) Distribution of the remaining proceeds to the
Member.
ARTICLE 4
OTHER PROVISIONS
2 . 8 Amendments. This Agreement may be amended by the written
consent of all parties hereto.
2 . 9 Binding Provisions. The covenants and agreements
contained herein shall be binding upon, and inure to the benefit
of, the heirs, executors, administrators, personal representatives,
successors and permitted assigns of the respective parties hereto.
2 . 10 Applicable Law. This Agreement shall be construed and
enforced in accordance with the Act and other laws of the State of
Colorado.
2 . 11 Entire Agreement. This Agreement constitutes the entire
agreement of the parties as to the subject matter hereof and
supersedes any and all prior agreements, understandings and
negotiations relating to such subject matter.
]MC 424781 5/23/05
-6•
2 . 12 No Third-Party Beneficiary Rights. Nothing contained in
this Agreement is intended, and nothing contained herein shall be
interpreted, to confer on any party not a party hereto the rights
of a third-party beneficiary, and, except as provided in Section
3 . 5, this Agreement shall be for the sole benefit of the parties
hereto.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
COMPANY:
FIRST HAND MANAGEMENT, LLC,
an Colorado limited liability company
By:
Richard D. Oneslager, Jr. , Manager
SOLE MEMBER AND MANAGER:
Richard D. Oneslager, Jr.
JMC 424781 5/23/05
EXHIBIT A
TO THE OPERATING AGREEMENT OF
FIRST HAND MANAGEMENT, LLC
Initial Capital Contribution
$100
1MC 424781 5/23/05
-8-
Exhibit B
Firsthand Management LLC hereby amends the operating agreement to
add Mike Lamb as an additional member, as of July 1, 2003 .
Contribution $100
Membership Interest 50%
1MC 424781 5/23/05
-9-
08/18/2002 11:20 FAX 3032923152 _ IRWI, 1®003
i
ita
! Zvi afIO
STATE 1� • tie
7
DEPARTMENT OF
STATE
CERITICATE
r, DONETTA DAVIDSON, SECRETARY OF STATE OF THE STATE OF
COLORADO HEREBY CERTIFY THAT
ACCORDING TO THE PSCORDS OF THIS OFFICE
FIRST HAND MANAGEMENT LLC
(COLORADO LIMITED LIABILITY COMPANY)
FILE # 20021165532 WAS PILED IN THIS OFFICE ON June 18, 2002
AND HAS COMPLIED WITH THE APPLIfAAT,E PROVISIONS OP THE
LAWS OP 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.
Dated: June 18, 2002
Ala LeDia>4)
SECRETARY OF STATE
MEMORANDUM
87f,“‘o
TO: DEPUTY CLERK TO THE BOARD
IFROM: LORI SIEDELMAN
WI C
DATE:CT:LIQ3 OR LICENSE INQUIRY
5
COLORADO CC: CINDY SALAZAR,
ENVIRONMENTAL HEALTH SERVICES
In response to your request, Environmental Health Services has reviewed the Retail Food
Service Establishment file for Shell #7, located at 10963 I-25 Access Road, Longmont,
Colorado. At this time, the new owners are in the process of applying for a Retail Food
Establishment License. Paperwork and payment have been received. The license
application process has been completed. At this time, there are no problems or concerns
regarding this establishment.
Should you have any questions regarding this matter, please contact me at extension 2222
or via e-mail at lsiedelman@co.weld.co.us.
Thank you.
M\ENVIRONMENTAL HEALTH SERVICESIYOODN1emos\Liquor License Inquiry Shell..doc
MEMORANDUM
# a To: Donna Bechler, Clerk to the Board M
♦ rt From: Bethany Salzman, Zoning Compliance Officer
c �
hiDe. Date: May 26, 2005
COLORADO
Subject: Liquor License Referral ((LC0013))
Review of the following liquor license renewal by the Department of Planning Services shows the following:
40-79586-0007
Firsthand Management, LLC
dba: Shell#7
10963 1-25 Access Road
Longmont, CO 80504
Zone District: C-3
This use is allowed through the zone district and the Site Plan Review (SPR-241) Permit.
No violations are occurring on the property at this time.
SERVICE,TEAMWORK,INTEGRITY,QUALITY
May 23 05 11 : 07a SHELL OIL 3036701946 p. 1
•
AFFIDAVIT OF TRANSFER
AND STATEMENT OF COMPLIANCE
Pursuant to the requirements of 12-47-303(3)(b), Colorado Revised Statutes,
•
Licensee hereby states that all accounts for alcohol beverages sold to the
Applicant are:
_Paid in full.There are no outstanding accounts with any Colorado
Wholesalers. •
Licensee hereby certifies that the following is a complete list of accounts
for alcohol beverages that are unpaid:
Licensee and Applicant agree that all accounts will be paid for from the
proceeds at closing by the: _Licensee Applicant •
Applicant will assume full responsibility for payment of the outstanding
accounts as listed above.
Licensee hereby authorizes the transfer of its Colorado Retail Liquor License to
the Applicant, its agent, or a company, corporation, partnership or other business
• entity to be formed by the Applicant. •
•
Dated this Z day day of /14-Y ,200r.
ar— �cstr� ,S-t({vl
Licen r) Date Applicant(Buyer) / Date
•
LIQUOR/BEER RENEWAL REVIEW FORM
Date: May 31, 2005
TO: (DEPUTY)
FROM: Deputy William (Bill)Wagner
SUBJECT: Liquor License Check-Transfer of Ownership
In accordance with the new procedure for Liquor and/or beer license checks, please review all
records on the following establishment for any associated reports during the last year and return
your report to the Weld County Clerk to the Board's Office within two weeks. Your report will
be used by the Board of County Commissioners In considering renewal of the liquor and/or beer
license.
PLEASE RESPOND NO LATER THAN: June 8,2005,
FIRSTHAND MANAGEMENT, LLC FORMERLY:
DBA SHELL#7 M AND G VENTURES, LLC
10963 1-25 ACCESS ROAD DBA SHELL#7
LONGMONT, CO 80504
Current license expires: AUGUST 3, 2005
No concerns ( mat
Deputy's Initials
The Sheriffs Office had a concern and the deputy has mutually
worked with the licensee to correct the concern.
(Complete Attached Worksheet)
Unresolved concerns exist requiring a Probable Cause Hearing
scheduled by the Board of County Commissioners.
(Complete Attached Worksheet)
Please notify at Extension of the date and time of the
Board of Commissioner's renewal hearing.
bit 84031(10/13.04)Pap 4
15. If applicant is a corporation,partnership,association or a limited liability company,applicant must list AU.OFFICERS,DIRECTORS.
GENERAL PARTNERS,AND MANAGING MEMBERS.In addition applicant must list any stockholders,partners,or members with OWNER-
SHIP OF 10%OR MORE IN THE APPLICANT.ALL PERSONS LISTED BELOW must also attach form DR 8404-I(Individual History
Record),and submit finger print cards to their local licensing authority.
Name Home Address,City&State Date of Birth Position %Owned'
R:C/tAILYrd (its\ry R'1-3'1- .5 . Lh Lt Lk &f C- H Us UIL '-4--I(-bM, C r.c S0`'?-
('&i ,U ek-2}'t CfytitlCA‘3.._ L-, Pam (A) S-&-‘25CCC', SCl"i/r
0'If total ownership percentage disclosed here does not total 100%,applicant must check this box
Applicant affirms that no Individual,other than those disclosed herein,owns 10%or more of the applicant
Additional Documents to be submitted by type of entity
❑ CORPORATION 0 Cert.of incorp. ❑ Cert.of Good Standing(If more than 2 yrs.old) 0 Cert.of Auth.(If a foreign corp.)
❑PARTNERSHIP 0 Partnershig Agreement(General or Limited) 0 Husband and Wife partnership(no written agreement)
LOWED LIABILITY COMPANY 'iP6J"',ides of Organization Limited)
of Authority(if foreign company) ®'Operating Agrmt.
Reg o ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties
Ci^u C St(y. 46o for Service /�
Agent( applicable) Addres UkL44 St' C4-1(14 ce pAdv C.<3 6024
,OATH OFAPPLICANT
i declare under penalty of perjury in the second degree that this application and all attachments am 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.
7.7 Signature Title Cy Date p .REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY(CITY/COUNTY)
Date application flied with local authority Date of local authority hearing(tor new license applicants;cannot be lass
then 30 days from date of application 1247411(1))C.R.S.
— D.S"
THE LOCAL LICENSING AUTHORITY HEREBY AFFIRMS:
That each person required to file DR 8404-I(Individual History Record)has: Yes No
❑ Been fingerprinted 0 ❑
❑ Been subject to background Investigation,Including NCIC/CCIC check for outstanding warrants 0 0
That the local authority has conducted,or Intends to conduct an inspection of the proposed premises to ensure that the applicant is in
compliance with,and aware of,liquor code provisions affecting their Class of license ❑ ❑
(Check One)
❑ Date of Inspection or Anticipated Date
❑ Upon approval of state licensing authority.
The foregoing application has been examined;and the premises,business to be conducted,and character of the applicant are satisfactory.
We do report that such license,if granted,will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants,
and will comply with the provisions of Title 12,Article 46 or 47,C.R.S. THEREFORE,THIS APPLICATION IS APPROVED.
Local Licensing Authority for Telephone Number ❑ TOWN,CITY
0 COUNTY
Signature
Titre Date
Signature(attest) Title Date
a WELD COUNTY ATTORNEY'S OFFICE
915 TENTH STREET
P.O. BOX 758
GREELEY, CO 80632
C
WEBSITE: www.co.weld.co.us PHONE: (970) 336-7235
FAX: (970) 352-0242
COLORADO
August 30, 2005
Mike T. Lamb
First Hand Management LLC
4600 S. Ulster Street, Suite 1150
Denver, CO 80237
Re: Requirements for 3.2% Beer License
Dear Mr. Lamb:
As of this date, I have not spoken with you about the questions and additional requirements
posed by the State of Colorado, Department of Revenue, Liquor Enforcement Division("the
State"), regarding issuance of the 3.2% Beer license for the Shell#7 at 10963 I-25 Access Road,
Longmont, Colorado. The requirements are set forth in my July 26, 2005, letter to you on this
subject, a copy of which is enclosed. I suggest that at this point, you contact the State directly at
(303) 205-2300.
Be advised that the temporary permit issued to First Hand Management LLC by Resolution of the
Board of County Commissioners of Weld County, Colorado, on May 25, 2005, extends for a
period of 120 days from the date, ending September 22, 2005. A copy of the Board's Resolution
is enclosed.
Please feel free to call me at (970) 356-4000, ext. 4390 if you questions.
Sim y,
ce T. Barker
Weld County Attorney
Enc.
pc: Clerk to the Board
CLERK TO THE BOARD
PHONE (970) 336-7215, Ext. 4227
FAX: (970) 352-0242
WI lig P. O. BOX 758
C• GREELEY, COLORADO 80632
COLORADO
September 7, 2005
COLORADO DEPARTMENT OF REVENUE
LIQUOR ENFORCEMENT DIVISION
1375 SHERMAN STREET
DENVER, CO 80261
RE: First Hand Management, LLC
Dear Sabrina:
You notified us that additional requirements were needed before you could process the 3.2% Beer
license application for First Hand Management,LLC,#40-79586-0007. Our County Attorney,Bruce
Barker, sent two letters, one dated July 26, 2005, and the other dated August 30, 2005, to Mike
Lamb, regarding the information needed, and we have not received a response from him at this
time.
I am enclosing a copy of the letters that we sent to Mr. Lamb, so you also have a copy of the
information that we sent to him.
If you have questions or need additional information, please do not hesitate to contact me at(970)
336-7215, Extension 4227.
Very truly yours,
Donna J. Bechler
Deputy Clerk to the Board
Enc.
pc: County Attorney
•
WELD COUNTY ATTORNEY'S OFFICE
915 TENTH STREET
P.O. BOX 758
GREELEY, CO 80632
IWEBSITE: www.coweld.co.us
CPHONE:FAX: (970) 352-0242
COLORADO
July 26, 2005
Mike T. Lamb
First Hand Management LLC
4600 S. Ulster Street, Suite 1150
Denver, CO 80237
Re: Requirements for 3.2%Beer License
Dear Mr. Lamb:
As I stated in my voice-mail message to you this morning, the State of Colorado, Department of
Revenue, Liquor Enforcement Division ("the State"), has some requirements before issuance of
the 3.2%Beer license for the Shell #7 at 10963 I-25 Access Road, Longmont, Colorado. The
requirements are the following:
a. Both you and Richard Oneslager must complete item 15 on your Individual
History Records. The State is not accepting your statements that the purchase
price for the business was $0. Copies of the Individual History Records are
enclosed. Please make the appropriate change to item 15 on each and send them
back to me at: P.O. Box 758, 915 10th Street, Greeley, CO 80632.
b. On your Individual History Record, you must mark either"Yes"or"No"on item
13. Please make the appropriate change on the enclosed.
c. The Multi-Site Non-Petroleum Facility Lease between Shell Oil Products US and
First Hand Managment LLC only extends until June 30, 2006. It must extend
beyond one year from the date of issuance of the 3.2%Beer license by the State.
Therefore, I suggest providing an amendment to the least to extend the
termination date to at least September 30, 2006, to be safe.
Obviously, I would like to receive these documents from you as soon as possible in order to
finalize this matter. Please feel free to call me at (970) 356-4000, ext. 4390 if you have any
questions.
/-Si' rely
race T. Barker
Weld County Attorney
Enc.
pc: Clerk to the Board
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