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Home My WebLink About20031900 RESOLUTION RE: APPROVE TRANSFER OF OWNERSHIP REQUEST FOR 3.2% BEER LICENSE FROM EQUILON ENTERPRISES, LLC, DBA SHELL OIL PRODUCTS US (STORE #1407) TO M AND G VENTURES, LLC, DBA SHELL#7 AND AUTHORIZE CHAIR TO SIGN - EXPIRES AUGUST 3, 2004 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, M and G Ventures, LLC, dba Shell #7, has 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 Equilon Enterprises, LLC, dba Shell Oil Products US (Store #1407), 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 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 2003-05 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 August 3, 2004, 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. 2003-1900 LC0013 (C; f1PPt-, Q7 TRANSFER OWNERSHIP OF 3.2% BEER 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 23rd day of July, A.D., 2003. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ateda / % EXCUSED id E. Long, u; Clerk to the Board A- • Robert D. Masden, Pro-Tem 1861 `[•1'r to he Board EXCUSED:. William . Jerke /e C n y Att•rne Gle n Vaad Date of signature: C'--/C-n3 2003-1900 LC0013 THIS LICENSE MUST BE POSTED IN PUBLIC VIEW DR 8402(02/03) STATE OF COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division 1881 Pierce Street,Room 108 Lakewood,Colorado 80214 M & G VENTURES LLC SHELL #7 • 10963 I-25 ACCESS ROAD LONGMONT CO 80504 ALCOHOL BEVERAGE LICENSE Liability Information Account Number County City Indust. Type Liability Date LICENSE EXPIRES AT MIDNIGHT 40-79586-0007 07 040 447110 B 080403 AUG 03, 2004 Type Name and Description of License Fee 2122 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. AUG 0 5 2003 sv Division Director Executive Director } ONLY 3 .2 % B:E.:, SOLD HERE v ; •x i 4 _- IL 5 �r [ ! J, i Ai_. )".t r, fg "F'Z' i ai `ate-'L^ v * t' i ++�. :* Wig-,„ ,14.,_ ..3 t a , r LL.,Et t r J 4 . \ ...4_. i IIr�'- -ai4.. �,..F,/ a;\i.� J/ s"i��1 i4!.f�/ a.t\, -i ,/Ir'° s i\\4!7 :!%Ir t.\4 %r. . .11i � t ,, % L ,' fr t J r/I s-ir/ ., \�; ,// ak it�i^4, nr.,.a..iw >!X/%k \l.,Ciiti'4.a/ a95tieY' '�!/R s\\t .�,ss rri/r/3sS\`:; y.? .\t p e S\t, p tyl t ,r.4I a� ':I ,✓ 6,, u,;r�' i,% y A� \ _ t r d , t \ ,.�`L' 4 tI i\ Y / k l I// t`d ... .°� \ t i.. ..r t r/ L xt,,,4 O:tI/ \\x 6 N/,t\a ,, ,✓, \, •t /2, ,,, i.` {'E xr j<=\\> r- \ j ti .R '{ zpr�. #ti tin*:- 7€''r j - \ a\t s s. t ` t a 6. :t s' 1 r t p icy 'Co \ .M N 4 4 p (° J/ p NF \ W �'( WI a .P, i� f 5ra Fi 'lilt ..,Y3..-:..:4', 7 k OY. r J r pr !n _.♦ � p I♦ '3J r x -Wsc r�ear'� 1" �` eAr0 J - `� t- y V < Y' ti r STATE OF W♦ .,yto gat ' COLORADO ��3# eZ� ? a. I, t J' COUNTY OF WELD l (fi t'' I z • BY AUTHORITY OF THE BOARD OF COUNTY COMMISSIONERS ;, L Fermented Malt Beverage License r• " ...1'..,*:,.."1.7..... a •. , y'`„• > RETAIL ` Milts tg tp Terttfg, That M & G Ventures LLCM dba. Shell 1/7 • >" ' of the State of Colorado, having applied for a License to sell FERMENTED MALT BEVERAGES at retail and having C, 1, paid to the Treasurer of Weld County, the sum of-fitty-seven-.and__50/100---Dollars therefor, the above applicant is hereby licensed to sell FERMENTED MALT BEVERAGES containing not more than 3.2% of Alcohol by weight at rc s 10963 I-25.-[ Sgss--liaat3..--Snngm°nt-,--Lnloradv-,--Rn.5O& , `_ ,ir. in the County of Weld, Colorado, for one year from the 4th day of---August ,N2003 , ♦ I to the 3rd day of.--A ust W'nni unless this License be sooner revoked ; <as provided by law. vamL k .M 1 .., ... , �: \ 3 3 L of the State of Colorado, and especiallyunder the ro- ,, This License is issued subject to the LawsC p > { s a ,� visions of Article 46 of Title 12, Colorado Revised Statutes, as amended. e� IN TESTIMONY WHEREOF, The Board of County Commissioners has hereunto subscribed its '2 ie,s �e r: ` 1 A�u • r,----4,-t , name b 'ts o e a thorized,this 2 rd- day of July , 1 2.093, t A €i a-.; x c -a-i-n-€'-i;-n�$ %rv`-x l .1,• 4 . '.cr a .x2' .7' 3-' 4a§tea e s -, r.h. l itt:,:-'k ra -2,-i;;;;112.7. g F '-,. , 1. 4,4=P" :,,;,*:,:, 4-4;,-4,-- 4; s; r -t.-p a-2 ',.<1 ° 1•2112,317.;amt '7,-- .,e 'f �. ::,.3.-,,, 3 :4 r t 55 ,,%3 fi { m- rt . t ,.1-x r t a 1 ,r U',9,%\., r# tit-- -§.r� ., , ., i o'{7"' - .Pia'Y' targi //r r `J�\c/� m\ r1 i\ /� \c rip .;, \'<, '•• r 'r.( ,•/ w F\ 1/, ,+, ri .: £�Ji\ ?I; ,tt < 'v-' ' t1 t ,,,Sr-, #tvt f Iii yttt /0,1 i;, /11 Ott I/a a l f.,%fI(/ (.•1 v,•'''''',10. 4";;'"' att a, ;',,,t'.:',••:•. ; tt _:dr parr s. t FILED ON BEHALF OF THE APPLICANT BY DILL DILL CARR STONBRAKER&HUTCHINGS'P.C. 21 DR 8404(06/02) Page 1 (303)777-3777 L COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION COLORADO LIQUOR DENVER CO NEC OR 3.2% FERMENTED MALT BEVERAGE I RETAIL LICENSE APPLICATION • 0 NEW LICENSE ®(TRANSFER OF OWNERSHIP 0 LICENSE RENEWAL • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN • APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL LICENSE FEE S • APPUCANT SHOULD OBTAIN A COPY OF THE COLORADO UOUOR AND BEER CODE(Call 303.321.4164) DO NOT WRITE IN THIS SPACE 1. Applicant is applying as a 0 Individual o Corporation United Liability Company ❑ Partnership(includes Limited Liability and Husband and Wife Partnerships) 0 Association or Other 2. Name of Applicant(s) If partnership,list partners'names(at least two):if corporation.name of corporation Fein Number M & G VENTURES, LLC 84-1597937 2a.Trade Name of Establishment(DBA) State Sales Tax No. Business Telephone SHELL #7 40-79586-0007 303-530-0244 3. Address of Premises(specify exact location of premises) 10963 I-25 ACCESS ROAD City County State ZIP Code LONGMONT WELD CO 80504 4. Mailing Address (Number and Street) City or Town State ZIP Code 10963 I-25 ACCESS ROAD LONGMONT CO 80504 5. If the premises currently have a liquor or beer license,you MUST answer the following questions: Present Trade Name of Establishment(DBA) Present State License No. Present Class of License Present Expiration Date Shell Oil Products US (Store 111407) 12-42601-030 3.2% BEER 07/15/03 LIAR SECTION A Nonrefundable .APPLICATIONFEES IJAB ` - :SECTION LIQUOR LICENSE FEES 2300 0 Application Fee for New License 900.00 1940 O Retail Liquor Store License(city) $227.50 .2306 ❑ Application Fee-New License Concurrent Review..1000.00 1940 0 Retail Liquor Store License(county) 312.50 2310 X2i Application Fee for Transfer of Ownership 900.00 1'950 O Liquor Licensed Drugstore (city) 227.50 SECTIONS' 3.2%BEER LICENSE FEES t950 0 Liquor Licensed Drugstore (county) 312.50 2121 O Retail 3.2%Beer On Premises-(city) $96.25 1960. O Beer&Wine License (city) 351.25 2121 ❑ Retail 3.2%Beer On Premises-(county) 117.50 ,1960 ❑Beer&Wine License (county) 436.25 2122 O Retail 3.2%Beer Off Premises-(city)........................96.25 ,;4970 ❑H&R License❑city❑county 500.00 2122 ){ Retail 3.2%Beer Off Premises-(county) 117.50 ,.1980 ❑H&R License w/opt Prom❑city O county 500.00 ... .... 2123 0 Retail 3.2%Beer ONOff Premises-(city) 96.25 1'990 ❑Club License❑city❑county 308.75 . 2123 O Retail 3.2%Beer On/Off Premises-(county) 117.50 :2010 0 Tavern License O city❑county 500.00 .2020 O Arts License O city❑county 308.75 SECTION:C RELATEOFEES AND PERMITS 2030 O Racetrack License❑city❑county 500.00 1965-100(999)❑Addition of related Facility Permits to existing 2040 O Optional Premises License❑city❑county 500.00 Resort Complex license 1905 O Retail Gaming Tavern Lic❑city 0 county 500.00 $50.00 x Total Fee 2210.100(999)❑Retail Warehouse Storage Permit $100.00 !'1975 0 Brew-Pub License 750.00 2220-100(999)❑Addition of Optional Premises to existing hotel/restaurant 1.985 0 Resort Complex License 500.00 575.00x Total Fee (3 Retail Liquor Store Delivery Permit O H/R•Tavern Managers Registration $75.00 ' NO FEE DO NOT WRITE IN THIS SPACE-FOR DEPARTMENT OF REVENUE USE ONLY LIABiLRY INFORMATION ugh County City industry Typo Lkanea (Expinti„Account Number - Liability Lkenw Data lamed M PROM - TO Stets City County Waggery Rag -750(999) 21801D0(999) 2190-100(999) -750(999) , A Cash Fun.Mew Limnos .Guth wnaTinder unto. TOTAL 2300-100 2310-100 (999) (999) 2003-1900 1.1.-00 13 DR 8404(06/02)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 ❑" A. Applicant/Ucensee identified. ❑ B. State sales tax license number listed or applied for at time of application. ❑ C. License type or other transaction identified. ❑ U. 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'. ❑ B. Dimensions included(doesn't have to be to scale).Exterior areas should show control(fences,walls,etc.). 0 C. Separate diagram for each floor(if multiple levels). ❑ 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. 0 D. Other Agreement if not deed or lease. IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS ❑ A. Individual History Record(s)(Form DR 8404-I). ❑ 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) 0 A. Certificate of Incorporation(and/or) ❑ 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. O 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. ❑ B. Individual History Record(DR 8404-I). DR 8404(08/02)Page a 19. If applicant is a corporation,partnership,association or a limited liability company,it is requited to Ilst by position all officers and directors, general partners, managing members,all stockholders,partners(including limited partners)and members who have a 10%or greater financial interest in the applicant Alt persons listed here or by attachment must submit and attach a OR 84041(Individual History Record) and provide fingerprint cards to their local licensing authority. NAME HOME ADDRESS,CITY&STATE DATE OF POSITION IL OWNED BIRTH 5441 S. RICHFIELD WAY EUGENE PEPPIN CENTENNIAL, CO 80015 V.P. 40% 20. Has the Applicant provided,or does the applicant Intend to provide their staff with server training. Yes No Additional Documents to be submitted by type of entity ❑ CORPORATION O Cert.of Incorp. O Cert.of Good Standing(If more than 2 yrs.old) O Cert.of Auth.(if a foreign corp.) O PARTNERSHIP O Partnership Agreement(General or Limited) O Husband and Wife partnership(no Xw7rrri7ieatten agreement) pgLIMITED LIABILITY COMPANY Articles of Organization ❑ Cert.of Authority(If foreign company) Ll Operating Agrrm O ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties Registered Agent(if applicable) Address for Service ADAM P. STAPEN 455 SHERMAN ST #300, DENVER, CO 80203 OATIf.OF APPLICANT . I declare under penally of perjury In the secant!degreethat this application and all attachments are true,correct and complete to the best of my knowledge. f also acknowledge that itis my responsibility and the spons my ants and employees to comply with the provisieoris ofthe Colorado Liquor or Beer Code which affect my license G hodzed SI elure The Date MEMBER V/013 REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITYICITYItOUNTY) Date application filed with local authority Date of local authority hearing(for new license applicants;cannot be less /�_6 ,�-; (-) /Ow a.m. m than 30 days from date of application 1247-311 (1))C.R.S. Each parson required to file DR 84041: Yes No a.Has been fingerprinted ❑ ❑ b.Background investigation and NCIC and CCIC check for outstanding warrants conducted c.The local authority has already conducted,or intends to conduct,a premise Inspection to insure that the applicant is ❑ 0 in compliance with,and aware of,liquor code pmrobns affecting their class of license. If not,does the authority went the stale to conduct such an Inspection. lase a inq»Cbn) 0 ❑ 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 O TOWN,CITY el County. Cora. ,7 '-.. (970)356-4000 X4200 ® COUNTY Signature s'Or' '; ,ejt<•_ D. Masety,Chair, Weld Date Gvun, • .9a=rd of..4ppmissioners, Protem07/23/2003 Signature(alt // 41'61 ' (7It ° .-- -- ..t' L Date • , ; ��l y Clerk to the Board 07/23/2003 B premises are located within a tow�v \appr• dl should be signed by the mayor and clerk,it in a county,then by the chairman of the board of county commissioners. •*a• -IR`tir .:: d. If,by ordinance or otherwise,the local licensing authority is some other official, then such approval should be given by su DR 8404(06102)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 No holders or directors if a corporation)or manager under the age of twenty-one years? ❑ FI 7. Has the applicant(Including any of the partners,if a partnership;members or manager if limited liability company;or officers, stockholders or directors if a corporation)or manager ever(in Colorado or any other state); (a) been denied an alcoholic beverage license? ❑ Ca (b) had an alcoholic beverage license suspended or revoked? ❑ (c) had interest in another entity that had an alcoholic beverage license suspended or revoked? ❑ Ea If you answered yes to 7a,b or c,explain in detail on a separate sheet 8a. Has a liquor license application(same license class),that was located within 500 feet of the proposed premises,been denied within the • preceding two years?If"yes,"explain in detail. ❑ n 8b. Has a 3.2 beer license for the premises to be licensed been denied within the preceding one year?If yes,"explain In detail. ❑ g 9. Are the premises to be licensed within EGO feet of any public or private school that meets compulsory education requirements of ❑ Eli Colorado law,or the principal campus of any college,university or seminary? 10. Has a liquor or beer license ever been issued to the applicant(including any of the partners,If a partnership;members or manager if a limited liability company;or officers,stockholders or directors if a corporation)?If yes,Identify the name of the business and list any g ❑ current financial Interest in said business including any loans to or from a licensee. PLEASE SEE ATTACHED 11. Does the Applicant as listed on line 2 of this application,have legal possession of the premises for at least 1 year from the date that this license will be issued by virtue of ownership,lease or other arrangement? ❑ ❑ Ownership ® Lease 0 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 Expires SHELL OIL PRODUCTS U.S. M & G VENTURES, LLC 06/06 Attach a diagram and outline the area to be licensed(Including dimensions)which shows the bars,brewery,walls,partitions,entrances,exits and what each room shall be utilized for in this business.This diagram should be no larger than 8 1/2'X 11'.(Doesn't have to be to scale) 12. Who,besides the owners listed In this application(including persons,firms,partnerships,corporations,limited liability companies), will loan or give money,inventory,furniture or equipment to or for use In this business;or who will receive money from this business. Attach a separate.sheet if necessary. NAME DATE OF BIRTH FEIN OR SSN INTEREST NONE Attach copies of all notes and security instruments,and any written agreement,or details of any oral agreement,by which any person(including partnerships,corporations,limited liability companies,etc.)will share in the profit or gross proceeds of this establishment,and any agreement relating to the business which is contingent or conditional in any way by volume, profit,sales,giving of advice or consultation. 13. Optional Premises or Hotel and Restaurant Licenses with Optional Premises N/A Yes No A local ordinance or resolution authorizing optional premises has been adopted. 0 0 Number of separate Optional Premises areas requested. 14. Liquor Licensed Drug Store applicants,answer the following: (a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of Yes No Pharmacy?COPY MUST BE ATTACHED. N/A 0 0 15. Club Liquor License applicants answer the following and attach: (a) Is the applicant organization operated solely for a national,social,fraternal,patriotic,political or athletic purpose and 0 0 not for pecuniary gain? (b) Is the applicant organization a regularly chartered branch,lodge or chapter of a national organization which is N/A ❑ ❑ operated solely for the object of a patriotic or fraternal organization or society,but not for pecuniary gain? (c) How long has the club been incorporated? (d) How long has applicant occupied the premises (Three years required) to be licensed as a club?(Three years required) 16. Brew-Pub License Applicants answer the following: (a) Has the applicant received or applied fora Federal Brewers Notice? N/A 0 0 (Copy of notice or application must be attached) 17a. Name of Manager Mat thew Penp in (If this is an application for a Hotel, Date of Birth Restaurant or Tavern License,the manager must also submit an Individual History Record(DR 8404•I). 17b. Does this manager act as the manager of,or have a financial interest in,any other liquor (PLEASE SEE ATTACHED.) Yes No licensed establishment In the State of Colorado? If yes,provide name,type of license and account number. ® 0 18. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners,officers, Yes No directors,stockholders,members(LLC)or managing members(LLC)and any other persons with a 10%or greater financial interest ❑ in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? If yes,provide an explanation and include copies of any payment agreements. Attachment to Colorado Liquor or 3.2%Fermented Malt Beverage Retail License Application M&G Ventures,LLC d/b/a Shell#7 Question 10: Eugene Peppin is the currently President, Secretary,Treasurer,Director and Sole Sharehold of North Federal Heights Texaco, Inc. d/b/a North Federal Heights Texaco which holds a Retail 3.2%Beer Off Premises License. M&G Ventures,LLC in also an applicant in another pending Retail 3.2%Beer Off Premises License in Thornton,Colorado for which Eugene Peppin is a Member. Question 17b: M&G Ventures,LLC in also an applicant in another pending Retail 3.2%Beer Off Premises License in Thornton,Colorado for which Matthew Peppin is a Member. Attachment to Colorado Liquor or 3.2%Fermented Malt Beverage Retail License Application M&G Ventures,LLC d/b/a Shell#7 Question 10: Eugene Peppin is the currently President, Secretary, Treasurer,Director and Sole Sharehold of North Federal Heights Texaco, Inc. d/b/a North Federal Heights Texaco which holds a Retail 3.2% Beer Off Premises License. M&G Ventures,LLC in also an applicant in another pending Retail 3.2% Beer Off Premises License in Thornton, Colorado for which Eugene Peppin is a Member. Question 17b: M&G Ventures,LLC in also an applicant in another pending Retail 3.2% Beer Off Premises License in Thornton, Colorado for which Matthew Peppin is a Member. /'/to,O r Doo.t 96 /t1 N N /ESri2oOrf • e oar-44/ Des/c y9 N a � .. \ S pu 7710604/ ( ,(S13;4E, mmwer rep T-i / S3 , /.. � V Ot 7Th i4 / se-ir. /O Pig%/n A/o WE M&G Ventures, LLC d/b/a Shell #7 10963 L-25 Access Road Longmont, CO 80501 LOC/a" ('oo.O73- DR 8404-I (06/02) FILED ON BEHALF OF THE APPLICANT COLORADO DEPARTMENT OF REVENUE BY DILL DILL CARR STONBRAKER&HUTCHINGS.P.C LIQUOR ENFORCEMENT DIVISION (303)777-3737 1881 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 M & G VENTURES, LLC 2.Your Full Name(last,first,middle) 3.List any other names you have used. PEPPIN, EUGENE F. GENE 4.Mailing address(if different from residence) Home Telephone P.O. BOX 460250 CENTENNIAL, CO 80041-0250 303-699-8210 5.List all residence addresses below.Include current and previous addresses for the past five years. STREET AND NUMBER CITY,STATE, 2IP FROM P TO Current 5441 S. RICHFIELD WAY CENTENNIAL, CO 80015 02/83 PRESENT Previous 6.Dale of Birth Social Security Number(SSN) Place of Birth 7.U.S.Citizen? MUSKEGON, MI Yes El No • If Naturalized,state where When Name of District Court N/A N/A N/A Naturalization Certificate Number Date of Certification If an Alien,Give Alien's Registration Card Number Permanent Residence Card Number N/A N/A N/A N/A 8.Height Weight Hair Color Eye Color Sex Race 9.Do you have a current Driver's License?If so,give number&state 5'1O" 175 BROWN HAZEL M C Yes No 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 MATTHEW PEPPIN SON MEMBER M & C VENTURES, LLC • 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 yei,answer in detail. ®Yes D No I AM THE PRES, SEC, TREAS, DIRECTOR AND SOLE SHARE HOLDER OF NORTH FEDERAL HEIGHTS TEXACO, INC. d/b/a NORTH FEDERAL HEIGHTS TEXACO WHICH HOLDS A RETAIL 3.2% BEER OFF PREMISES LICENiE. T AM eLSO a MPMRPR M nP F, C yFNTl1RFS TLC WHICH IS THE ENTITY IN THIS APPLICATION AND HAS A RETAIL 3.2% BEER LICENSE APPLICATION PENDING WITH THE CITY OF THORNTON AND WHICH APPLIED FOR, BUT WITHDREW LL . DECIDED NOT TO SELL 3.2% BEER AT THIS LOCATION. a 12.Have you ever been convicted of a crime,or received a suspended sentence,deferred sentence,or forfeited bail for any offense in criminal or military court or do you have any charges pending?(If yes,explain in detail,) Yes ®No 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 O No 1998, FEDERAL HEIGHTS, CO POLICE STING, SELLING TO A MINOR WITHOUT A VALID I.D. ; FINE IN LIEU OF SUSPENSION. 10.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 9590 FEDERAL BLVD. NORTH FEDERAL HEIGHTS TEXACO DENVER, CO 80260 OWNER 1997 PRESENT M & G VENTURES, LLC 5441 S. RICHFIELD WAY CENTENNIAL, CO 80015 MEMBER 08/01 PRESENT 15.Financial Information. _0— 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 $ —0— 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 N/A — NO INDIVIDUAL INVESTMENT N/A N/A Loan Information(attach copies of all notes or loans) Name of Lender Address _ Term Security Amount NONE 16.Give name of bank where business account will be maintained;name the account ill be maintained under,and the name or names of persons authorized to draw thereon. 1ST BANK; M & G VENTURES, LLC; EUGENE PEPPIN & MATTHEW PEPPIN (ANN PEPPIN & AMY PEPPIN, SPOUSES OF EUGENE PEPPIN & MATTHEW PEPPIN RESPECTFULLY, STRICTLY ON ACCOUNTS FOR THE CONVENIENCE WHEN EUGENE AND MATTHEW ARE OUT OF TOWN, AND THEY HAVE NO FINANCIAL INTEREST IN THE LIQUOR LICENSE. ) 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. Out prized S(gnatu .Title Date MEMBER 0.5117/03 1 • TO WHOM IT MAY CONCERcN-:� I have known C 7 p one e Fief ,u for 1 years and find him/her to be a person of honest and sound character and has the background to maintain a professional approach to the liquor business. It is my opinion that he/she is the type individual who has the maturity and judgment to responsibly handle a liquor license. Signed, Signature Print Name f-L.A eta C7Le�� Address : G I1- h1;c,ye,d-q Ct Cede."...„ 1 Co %fO II ) Occupation: RA-Ire j er rI,A° t[ Phone Number: 303, 7) 1 . 17elS Date : GAC/03 TO WHOM IT MAY CONCERN: I have known al Ne. .IP 1 ^I for i l years and find him/her to be a person of honest and sound character and has the background to maintain a professional approach to the liquor business . - It is my opinion that he/she is the type individual who has the maturity and judgment to responsibly handle a liquor license. Sign d, Mk" . ktttlAeq Signatur Print Name: S 2k ti{j �'n,, i"h20S1/4 Address : (C2.1 S , 4IUUt`r)t C]iz Occupation: P--- 1,1110t41--7 7 —47-244 21( _ Phone Number: fZ -� ',^ ,3S-27 /� Date : 4 ) FtJJ(h • TO WHOM IT MAY CONCERN: I have known (1/2 p- FC IN for Za years and find hi her to be a person of honest and sound character and has the background to maintain a professional approach to the liquor business . It is my opinion that h- she is the type individual who has the maturity and judgment to responsibly handle a liquor license. Signed, biTINM/Lei 1 Signature Print Name: 50 !O N&& )4 Address : 3"I a 5 S . X. , I sp i 1 5t PildworA 10.A) 5121.3 Occupation: Ph,v4j: 5k,cp rowii e. Phone Number: 30-2) - (p1 3 -735 Date: DR 8404-I (06/02) PILED ON BEHALF OF THE APPLICANT COLORADO DEPARTMENT OF REVENUE BY DILL DILL CARR STONBRAKER&HUTCHINGS.P.C. LIQUOR ENFORCEMENT DIVISION (303)777.3737 1881 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 M & G VENTURES, LLC 2.Your Full Name(last,first,middle) 3.List any other names you have used. PEPPIN, MATTHEW JAMES MATT 4.Mailing address(if different from residence) Home Telephone SAME 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 19835 E. PROGRESS LANE CENTENNIAL, CO 80015 04/01 PRESENT Previous • 1531 S. PITKIN CIRCLE AURORA, CO 80017 02/98 04/01 6.Date of Birth Social Security Number(SSN) Place of Birth 7.U.S.Citizen? CINCINNATI, OH J1 Yes ❑No If Naturalized,slate where When Name of District Court N/A N/A N/A Naturalization Certificate Number Date of Certification If an Alien,Give Alien's Registration Card Number Permanent Residence Card Number N/A N/A N/A N/A 8.Height Weight Hair Color Eye Color Sex Race 9.Do you have a current Driver's License?If so,give number&state 6'2" 250 BROWN GREEN M C rgYes No 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 EUGENE F. PEPPIN FATHER MEMBER M & G VENTURES, LLC 11.Have you ever applied for,held,or had an interest in a State of Colorado Liquor or Beer License,or loaned money,fumiture or fixtures,equipment or Inventory,to any liquor or beer licensee?If yea,answer in detail. ®Yes No I AM 40% OWNER AND MEMBER OF M & G VENTURES, LLC WHICH IS THE ENTITY IN THIS APPLICATION, HAS A RETAIL 3.2% BEER LICENSE PENDING WITH THE CITY OF THORNTON, AND APPLIED FOR AND WITHDREW APPLICATION FOR A RETAIL 3.2% BEER OFF PREMISES AT 8815 FEDERAL BLVD. DECIDED NOT TO SELL BEER AT THAT LOCATION. 12.Have you ever been convicted of a crime,or received a suspended sentence,deferred sentence,or forfeited bail for any offense in criminal or military court or do you have any charges pending?(If yes,explain In detail.) ❑Yes ®No • 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. D Yes ❑X 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 LUBE CENTER CONCEPTS 9480 FEDERAL BLVD. DENVER, CO 80260 V.P. 02/02 PRESENT M & G VENTURES, LLC 5441 S. RICHFIELD WAY CENTENNIAL CO 80019 MEMBER 08/01 PRESENT 9590 IEDERAL NORTH FEDERAL HGTS. TEXA;O DENVER, CO 80260 5 GEN. MGR. 09/97 PRESENT 15.Financial Information. Total purchase price$ —0— (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 $ —0— 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 N/A — NO INDIVIDUAL INVESTMENT N/A N/A Loan Information(attach copies of all notes or loans) Name of Lender Address Term Security Amount NONE 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. 1ST BANK; M & G VENTURES, LLC; EUGENE PEPPIN & MATTHEW PEPPIN (ANN PEPPIN & AMY PEPPIN, SPOUSES OF EUGENE PEPPIN & MATTHEW PEPPIN RESPECTFULLY, STRICTLY ON ACCOUNTS FOR THE CONVENIENCE WHEN EUGENE AND MATTHEW ARE OUT OF TOWN, AND THEY HAVE NO FINANCIAL INTEREST IN THE LIQUOR LICENSE. ) 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. Authoriz- i ture ._Title Date XMEMBER 06/17/03 • • TO WHOM IT MAY CONCERN: I have known MFrtc RcWW for 5 years and find him/her to be a person of honest and sound character and has the background to maintain a professional approach to the liquor business . It is my opinion that he/she is the type individual who has the maturity and judgment to responsibly handle a liquor license. Sign , Signature Print Name: ;WM. FOSrEe Address : 1475 6kWdo,J RAM i4/64 U.4005 Rtaaca,Co 8o►zy Occupation: MUM nalcitige Phone Number: 303, 3116. 65ti/) Date : 6,. 14.03 TO WHOM IT MAY CONCERN: I have known //? # fl-411 for years and find him/her to be a person of honest and sound character and has the background to maintain a professional approach to the liquor business . It is my opinion that he/she is the type individual who has the maturity and judgment to responsibly handle a liquor license . Signed, ( :f: Signature Print Name: (ex ti 1 J7L0Git Address : 7)0/ 6 Orchr) 6.ua ie.-fa v 4 CO W'// Occupation: / O,4d'y CoAs1if&, 4- Phone Number: 303- ') 7c— OSO). Date : 0/4/03 • TO WHOM IT MAY CONCERN: I have known !- I& \ Pepp i for Z years and find hi her to be a person of honest and sound character and has the background to maintain a professional approach to the liquor business . It is my opinion that he she is the type individual who has the maturity and judgment to responsibly handle a liquor license. Signed, Fgna4bUIL ture Print Name : ?f4-2lg. k � LCZ ojra-p py Address : I9 83 Co L . Proaj ress Lanr QKroro. (V Bono/ Pi S1 Occupation: / i 101 / Untied AA Lines Phone Number: 3 03 LIDO (, OS 3 Date : / j /013 • • 0 Payer ft.299744 Ma n-SITE NON-PETROLEUM FACILITY I.Fecg • THIS LEASE effective June 19, 2003 ("Effective Date") is entered into between Shell Oil Products US ("Company"),5441 ad whose address is 12700 Nordsboro M&ugh Drive,Houston,TX 77067,and G VENTURES("Lessee'), whose address CENTENNIAL CO 80015. AN I. PURPOSE OF LEASE AND COVERED LOCATIONS. t R (a) This Lease sets forth the terms and conditions under which Lessee will lease from and operate Lessee's business(es)at each and all of the retail oultis located ar the addresses listed on Exhibit A.which is attached y hereto and made a part hereof. • . (b) Upon notice to Lessee,Company may add or delete tend]outlet locations to or from Yxhibu A,et any time during the term of this Lease,to reflect any addition ot deletion of locations under the terms of the MSCORO Agreement between the parties(deemed hereinaf mr). The provisions of this Lease do not apply prospectively to any deleted location as of the effective date of deletion. With regard to any location added to Exhibit A,the provisions ot'this Lease prospectively apply filly to any such location as ' of the data of addition, • • 2. DEFINITIONS. As used in this Lease: lmiiati (a) A isibmi_rm�mama say legal entity that is not an individual or sole on,a parmership,corpotatnon,limited liability company,limited liability psimership,Cr associa i ding, without on. (b) Car Wag means portion of a Location, consisting of a car wash building and e«stet �d � used as an aurarated car wash,if any. (e) CrailLei means any consumer credit card, debit cud, prepaid/stored value card, and card accepted by Company, • commercial credit • (d) Credit (ant G.,;t. mesas Company's requirements for d requirements may be conveyed by Company to Operator by bard copy oraccepting and handling Credit Cards. These be made accessible to Operator via the Internet.I(a) - tto f a tt�tt beer wine,means s non-motor fuel produces sold at the C-Store/Matt including,but not-limited to: food enacts and beverages, liquor. automotive supplies lottery ticket and troceeies but specdscalty excluding any Other Business products. (f) C-StoreiMut penes than portion of a Location • ad na a convenience store or marl (g) LIE means any applicable statute, constitution, ordinance, regulation, rule. administrative order, consent decree or other ngttirement of any federal,stare,or local goven%mem agency or authority in effect at the that of execution or during the xrm of this Agreement. • • 0-1) Lea*ed- jlj means the buildings and other improvements any,at each and all Locations idenri$ed in Fx11t'bitA used as a C-SfireMfsrt and Cur Wash, if l • Rev 2003/O4/22(Retl62) MS Non-Petroleum Lease • Id l4 6£:60 ZBOZ 9T •urur . ON XbJ T 1JVC: i.rwJ • (i) Location means each and any of the premises identified on Exhibit A, ac 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-Store/Mart,Car Wash,if any,and any Other Business. Title to each location remains in Company. (1) 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 Agre=ent means the Multi-Site Contactor Operated Retail Outlet Agreement earned into by the patties 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 that a Mot%Fuel Faci ity, CStore/Man or 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 Dam and expires on lune 30,2004 unless terminated earlier pursuant to Article 23 or otherwise under the terms of this Lease, 4. J•recg .• (a) General. Company hereby leases and permits Lessee to enter upon,use and occupy the Leased Facilities,for the purposes and on the terns 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 MS CORO Agreement The Leased Facilities include Company's EPOS equipment, cash register and telecopier,and all other Compenyeawned equipment and fixtures situated within the C-Store/Mart 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 LS", and are reflected on the asset verification lists for each Location, the content of which lists will be established by agreement of the parties as of the date Lessee occupies a Location and reviewed by the parties annually thereaftc. 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 items 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 grays to Lessee reasonable right 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,J-nee-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) jteservationa. Company reserves the right to use Company's EPOS equipment,cash register,telccopler,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 its operator, to conduct normal motor fuel dispensing operations at each Location. Company shall further have the free use of any restrooms on any of the Leased Facilities for Company's employees,agents, contractors,customers and business invitees in correction with Company's operations at the Locations. J nee* in turn,shall have the free use of any resnooms on the Motor Fuel Facility of any Location for Lessee and Lessee's employees, agents, contactors, customers and business invitees in connection with Lessee's operations on the Leased Facilities hereunder. • 5. RELATIONSHIP OF PARTIES. • (a) Individual andjoint Lesseey. 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 are 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 Lessee 2' Rev 2003/04/22(Keil 62) MS Non-Petroleum Lease Zd WCGE:60 Z00Z 9T "-ITT : 'ON XtlS s rams: kale-1 e • • (b) Business Entity Lessees. If Lessee is a partnership, all patters shall execute this Least,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 patter 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'Principafl 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 I'scee pursuant to the terms of this Lease or any other agreement between Company and Lessee. The Principal£briber 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 Lesser,c)between the panics any relationship km. It is expressly understood and agreed by the parties that this Lease does not establish venture; employment panics at or agencyhip pa than that of landlord-tenant,specifically including,but not limited to,any partnership or joint Marketing Practices Act or state relationship; or any franchise or business opportnnity relationship under the Federal� P Petroleum any franchise or other laws. Company shall exercise no control over the day-to-day operations of Lessee. Lessee is and shall at all times be an ' ess n its employees,set its own selling independent o s entity free business select its own determines,customers and o llmg prices and terms of main,control its operations and generally conduct as it the terms of this Lease. Lessee is specifically responsible for the safety of its employees and no control l over e business operations of Lessee in this.regard. Neither Lessee nor any Person acting for or on C o Company is ens hoe Mae on Company any obligations or liability whatsoever except as expressly provided under this Lease. 6, RENT, (a) ens. Lessee shall pay Company, as rent for each ratMrl.,r month for the Leased Facilities, without deduction,setog notice or demand,the sum specified for each Location on Exhibit A. The total rental payment rentals for the Leased Facilities at all Locations) shall be due in advance, no later than the first day of the calendar month coveredhe tura of byby the payment. Rent for any period less than a calendar month shall be prorated. Improvements or Lessee are not Considered a substitute for rem. equipment constructed or installed by (b) Modification of Rent on Location Alteration. IC 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 cosy of$100,000 or more(which amount may be amended by Company from time to time upon w itten Location Utica to Lessee), upon completion of such alteration and notification to Lessee, the rent for the Leased Facilities at the affected determind byed 11 Co many.difi d and adjusted by Company to reflect Company's additional investment in the Location, as reasonably (c) Method of Pavmes t'Ofpart Payment of rental amounts or other amounts h Company's offsetting amounts owed by Leecre�this Lease against any amounts due Lessee from Companyraawill be the terms of e MSCORO Agreement The difference between these amotmts shall be under the terms ed the Company from Lessee's bank account deposited by Company into eh bank bli hat or drafted by batik account with a bank approved by Company as the case may be. To enable this method of PgY�t,Lessee shall establish and maintain a aymatcnwth established nk may be Co any and ensure that said account is capable of being drafted by Company. The method of y Company,in its sole discretion,at any time upon notice to Lessee. (d) . Lessee shall provide to tax purposes under this Lease. Company Lessee's Federal Identification Number for 7. USE OF LEASED FACILITIES, (a) Q . Except with the prior written consent of only for operation of a convenience store or mart for the retail sale of merchandise ndcommonlympany,the ed sold Facilities su at teachore Location shall be used operation of a car wash business None of the Leased Facilities shall be used orfor by Other the sous,and, o ping for =less expressly authorized by Company in writing. Lessee shall not install any signs or operated h advertising d any g Business or other propose, exterior of any Leased Facilities without Company's riot Ens or other a display s aior offer devices the or eis Leased from the video or other P approval Lessee shall not install,or or offer on itas ul to ities gams machines, or merchandise or paraphernalia which features nudity or is morally general public. Lessee shall not commit or permit any waste or nuisance on the Leased Facilities. offensive or distasteful the • 3 Rev 2003/04/22 (Ret162) MS Non.Pebokum Lease • Ed Wti0b:60 ZBBZ 91 'unr : '(N XGd I iaiS: 1J021d • • • (b) Cokorgaggnignutprx. On or before the Effective Date,Lessee shall purchase the resalable C-S Inventory and related consumables at each Location from Company at normal retail price less thetgeegross profit of the C-Store l4 or,if the CStore/Ajart Inventory is nor owned by CoCompany'sprevious I2-month aat a agreed to between theaverage gross parties. Company warrants that the title to any C.Store/Matt�from Compy Co pany Lessee t a eicellbmalle and clear of all liens and encumbrances. Upon expiration or termination of thisemery shall Company to will be free the sale of Lessee's resalable C-Store/Marr Inventory at each Location tosucceeding e,Company use reasonable efforts to berw rte Lessee and the succeeding lesserany lessee,at a price mutually agreed to betmvcen (c) Lt{t�utive lame,, Lessee shall stock in its C-Smre/Mart Inventory at Location proprietary passenger car motor oils or other automotive products,if Lessee chooses to make such cate onlyCable a at ts C-Store/Marts. gales ofprodixts available its (d) floes °—`oI. Lessee shall keep the C-Store/Mart 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) man Lessee safety of persons and property at the Location and shall not cooperate its er fee with)at any operation with reasonable care for the s employees to maintain a professional shall require its s to use the employee demeanor anappearance� at all times area at each Lnably ocation designated by Company Motor Lessee shaII require Lessee (f) irse of Qed»r. to accept Company's p In operating the CStore/Mart or Car Wash at any and Lessee's proprietary credit cards in connection with sales made therefrom .In=I Location, hLesee credit d be cards,Lessee e to thereof's employees es shall comply with Company's procedures as set forth in the sales on these to Le Lessee for and will not be paid c by Company,from time to time and in its sole discretion,and flimishcd to Lessess provided shall be responsible� in any card ntransactions wille }tor r a�nsnl� backs resulting from a failure to comply with such procedures and for any other • which has resulted 'the negligence, misconduct or willful act or omission of Lessee or lessee's employees, on e ,credit Lessee from a criminal or fraudulent ace by of another participated in or aided by an employee or ex.employee If Lessee. Li shall or responsible for any losses or shortages proceeds or credit card invoices Lases. modify its consent to Lessee to accept Company's credit cards given hereunder,at�,�s to nooCompany.written to a MAINTENANCE,REPAIRS AND UTILITIES. indicates, (a) L The term "maintenance" or "maintain" as used in this Lease, unless the c Article �jj�ive maintenance, repairs, replacement, repainting end leaning. Subject to the following context otherwise this own le 2,Lessee and equipment maintain the Leased Facilities(including adjacent sidewalks and other associated and Lessee's quipment thereon in good condition and repair,and keep the same neat,clean,safe and orderly. To those ends always promptly as needed,Lessee shall perform the maintettattce to Company's property(or any of Lessee's property)as a Exhibit 8, which is attached hereto and made a part hereof,including and shall perform all other maintenance to o any such deems necessary as may be regard specified to d e remaining term of this Lease and Company's Company's property which Company necessary or desirable i by Law. Company written statement of s ease L r4ee deems plans for the Leased Facilities),provided that Lessee (having due m a the written or as to any such other anteL maintenance ems necessary. As to any maintenancepromptly which gives Lessee Company a which is necessitated. concerning which I ecsee fads to give company specified in Ex re statement,, to red,either partly or solely,by any negligent or otherwise wrongfhl act the above-requiredfLesseor written mplo or s, agents or contactors' Company may charge Lessee its actual cost of na ce, e,in lieu ee ofperforming r formic same, may charge Lessee what would have been the reasonable cost thereofo��such maintenance,as, ci s atatyi time the Purposes of inspecting the same,performing maintenance andtions may rm a the Leased Facilities at relieve Lessee of any obligation for me . a1teradoas. The termination or e for the maintenance theretofore accrued. xpiratioa of this Lease does not Location, (b) �. Within ten (10) days after the date Operator occupies • Lessee may provide Company a written statement of any maintenance for which P the previous Leased Facilities atthan a Article or any third parry through whom Lessee claims an interest hereunder)may be respenat je,and ig lessee(other applies to such maintenance Lessee is responsible for any maintenance required on such date of occupation provisions an of 4 Rev 2003/04/22(Ret162) MS Non-Petroleum Lease Pd WUT6:66 Z00Z 9T 'unt 'ON Xtl.i I Ia'1S: WT.Td I • • Facilities regarding which Lessee fails to give Company notice as provided herein, and Company is released of all responsibility therefor. (c) Tkflitiq. Utility services at each Location for electricity, natural gas, water, sewer, telephone (including services related to op cation 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 Jaecaa shall make no claim for reimbursement from Company for any actual or perceived amount by which actual usage of utilities at the Leased Facilities tweeds or is less than amounts for such charges allocated in any rental calculation. Lessee shall pay and bear full respombtlity for any other utility=vices or charges which Lessee may incur at the Leased Facilities. 9. TAXES AND BUSINESS CHARCES. 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 I&Ksr,. Lessee shall also pay all taxes on Lessee's personal property,fixtures,equipment and inventory located on or associated with the Leased Facilities. Company shall be responsible for all real estate ad vat shall be responsible for all such taxes on its own personalore.taxes Lesseeon its real stoand any xi taxes,char and fees which Lessee is responsible hereunder,Company P property and inventory. Ifthe fls pay any them may(but shall not be required to)pay the same and charges or fees for charge them to Lessee. 10. ALTERATIONS. Company may,from time to time,without liability to Lessee,make alterations,improvhmcut• s 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 alteration, 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,purposes specified in Article 7 are not thereby diminished equipment Propen that the for theof the Leased operation Facilities for theStore/Mart or Car Washy if any,is promptly replaced any item of needed for proper operation of the G 11. 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 ocewrii>g at any Location and all persons are adequately protected from injury,harm 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 systems deemed necessary by Lessee to meet Lessee's obligationsglass, mirrors, locks, alarm camera at Lessee's sole discretion and expense,subject to Company's under this nutted shall ab o,. of a such installed items and maintained to the provisions of Article 10. prior approval. Approved installation of any is an exception to 12. HEALTH AND SAFETY INFORMATION. (a) Pursuant to the osxm Hazard Communication Standard ("HC S"), 29 CFR 1910.1200, Lessee and its employees are advised of the Material Safety Data Sheets("MSDS")for each Location and the Location's Hazard Comm ("Plan"),copies of whichwill be provided to Lessee by Company. Lessee shall develop a Plan for each Location upon com me ce Plea of Lesser's occupancy the Leased Facilities. ueement limited to,the flammability of Company products,and the eye or skin imitation which may be associated with various products in use at a Location;(11)how to protect from these potential hazards during normal operating conditions and in foreseeable emergencies;and(iii) bow the Location labels containers containing hazardous chemicals which do not ditplay a rnamtfaeerr's labeL (c) Lessee shall provide to Company and make available at the • hazardous cbomical(s)it brings onto any Location Location a current and complete bfSD3 for any• • Lessee shall bear full imponsthility lot its employees Location and taking)any necessary precautionary measures. Such measures may and agents b are aware of all the us of zarpr at any personal protective equipment Y include,but are not limited to,the use appropriate -J- Rev 2003/04/12(Ret162) MS Non-Petroleum Lease Set waw:60 Z00? 91 ''+f : 'pH Xtlj i tatS: Kai • FROM :Stiell FAX NO. J . 16 2002 09:42AM P6 • 13. SUBSTANCE ABUSE. Lessee shall have in effect at all times during the'tern 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; (ir) to preemployment 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,state sole cost and expense: (r)obtain' and maintain in full force and effect all necessary licenses,•permits and/or other: authorizations (including' those related.to eavimnnteatal,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)hilly 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 Company,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 bisabtlities'Act,the regulations thereunder and similar state Ian 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 well-being of persons visiting the Location Lessee shall,pursuant to the terms of Article 15,indemnity Company for any fines,penalties or assessments incurred by Company as a result of any violation of Law, license or permit due to any set,omission or fault of Lessee or Lessee's employees,agents.or contractors. TS. INDEMNITY. • (a) TO THE EXTENT PERMITTED BY LAW,LESSEE.'SRAt.r, INDEMNIFY AND DEFEND COMPANY, ITS MEMBERS, SUBSIDIARIES, AFF'ILLaTES AND JOINT VENTURE PARTNERS, AND THEIR RESPECTIVE DIRECTORS, OFFICs'ues EMPLOYEES, AND AGENTS ("INDEMNIFIED PARTIES") AGAINST ALL CLAIMS,DEMANDS,CAUSES OF ACTION,SUITS,DAMAGES,JUDGMENTS,LIENS,PENALTIES,AND EXPENSES, INCLUDING,WITHOUT LIMITATION,ATTORNEYS'FEES AND LITIGATION COSTS,WHETHER INCURRED FOR AN 1NDEM1L\'IFIED 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)LEe.gerg PERFORMANCE OR NONPERFORMANCE UNDER THIS LEASE; (Ii) ANY ACT OR OMISSION OF LESSEE, LESSEE'S EMPLOYEES,AGENTS, CONTRACTORS,ASSIGNS OR THIRD PARTIES; OR(lit) THE OPERATION OF' LESSEE'S BUSINESS(ES). LESSEE'S OBLIGATION TO INDEMNIFY AND DEFEND EXTENDS TO ANY CLAIM CAUSED BY TEE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OR FAULT OF AN INDEMNIFIED PARTY BUT NOT TO ANY CLAIM SHOWN BY FINAL NONAPPEALABLE JUDGMENT TO HAVE BEEN CAUSED BY THE INDEMNIFIED PARTY'S SOLE NEGLIGENCE. " WITHIN 4 HOURS ;OF ANY.INCIDENT OR I'VENT WATCH MAY•RESLI,T SLY A CLAIM, LESSEE SHALL REPORT THE SAME TOOCCURRENCE COMPANY BY TELEPHONE AND SHALL PROMPTLY THEREAFTER CONFIRM THE SAME BY WRITTEN NOTICE,INCLUDING ALL CIRCUMSTANCES THEREOF KNOWN TO LFARFF OR LESSEE'S EMPLOYEES. • • • • • • (c)• : COMPANY SHALL HAVE THE RIGHT,RUT NOT THE DUTY, TO PARTICIPATE IN THE DEFENSE AND SETTLEMENT OF ANY SUCH CLAIM OR LITIGATION WITH ATTORNEYS OF COMPANY'S SELECTION WITHOUT RELIEVING LFtsTle OF ANY OBLIGATIONS UNDER THIS AGREEMENT.•LESSEE SHALL COOPERATE WITH COMPANY IN.COMPANY'S INVESTIGATION AND DEFENSE OF ANY CLAIM ORSUIT. (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• SISVIVE TERMINATION OR EXPIRATION OF THIS LEASE. . • 6 . . Rev 2003/04!22(Ret162) MS Non:Petroleumm Lease • FR0M :Shell FiX N0. Jun. 16 2022 03:43Rti P7 • the Identifications as part of Lessee's Business Entity name or any trade name or trade style used by Lessee. Lessee shall identify it 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 store or car wash buildings or otherwise at any Location. Any signs or interior graphics which Lessee 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 inure, 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, UNDERLYING ESTATES;CONDEMNATION;DAMAGE AND CASUALTY. (a) Underlying Estates, If Company does not own a Location, this Lease (i)is subject to all conditions or restrictions affecting the lease under which Company is now entitled to possession of the Location and(u)shall terminate automatically, as to the affected Location only,upon expiation 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) Condemnation. Ira or any part of any Location is condemned for public or quasi-public use or is(as it may be) voluntarily conveyed by Company to any party having and Intending to exercise the power so to condemn. either Company or Lessee may 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) Daman 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 make 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 losses or damages not recovered(including taxes and the costs of collection)up to the first 3300 per incident,or Sr the full uncovered amount if Lessee fails to follow Company's standards and procedures. (d) Fire and Casualty. 14 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 tmtil the Leased Facilities arc restored to substantially the sane condition as immediately before the casualty. In such an event, Company may elect,at it 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. It;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 ro rebuild or restore the Leased Facilities,Company may terminate this Lease,as to the affected Location only,by giving Lessee notice. 19. ASSIGNMENT;SUBLEASING;ENCUMBRANCE. (a) moray This Lease is personal to Lessee. Lessee may not sell,transfer,encumber, or assign its interest under this Lease or m any Location,in whole or in part,or sublease any portion of any Location,or permit any other pe son 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 annals and encumbrances arising front 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) Attainment 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. • -8- Rev 2003/0422(Ret162) • MS Non-Petroleum Lease ••• FROM :Shell FAX NO. : Jun. 16 2202 09:44AM FE • • (c) Alcoholic Bevenue Licenses. If this Lease is terminated or not renewed,Lessee shall transfer;at so 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,gall reasonable times,to inspect • the Leased Facilities and to observe Lessee's operations thereon and to rrxn;n.Lessee's.books.and records pertaining to Lessee's business in order to determine Lessee's compliance with the terms of this Lease. 21. CONFIDENTIALITY. Lase 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 Lane,any attached exhibits and the Credit Card Guide. Lessee shall not disclose any mchinformatlon without the pilot written content of Company. . . 22: EXCUSES FOR NONPERFORMANCE. Both patties will be excrosed'from the obligations under dill 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 shutdoiw,riot; or other civil disnabances;or voluntary or involuntary compliance with any Law or request of any governmental authority. . . • . . • 7. 23, TERMINATION;RENEWAUNONRENEWAL. • • • (a) ,immediate Termination for Cause. (1) L ,e as a Whole. Company may terminate'this Lease effective ir>mediately without prejudice to say other rights or remedies Company may have hereunder or by Law if:• (A) Lessee fails to pay any rental uniting or other indebtedness as due under this Lease; • (B) Lessee i3t7s to comply with any provision of this Lease, mud ills b care any such • noncompliance within tea(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 be provided upon or after the third occurrence of any noncompliance,whether or not previous noncompliancea have.been aced; (C) Lessee abandons the Leased Factities 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(12)horns or more, without prior written consent from Company; • • (b) Lessee or any of its officers,directors,owners,employees,agents or affiliates is convicted of,or pleads solo contendere(no contest)to,a felony or a crime of moral tuipitnde;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 lnsuranee coverage required under this Lease; (Fl ' Lessee mimes ro allow Company to perform an inspection of the Jnc.d Facilities at any 'Location; • • . . • (G) Lessee uses the Leased Facilities at any Location fgrary purpose outer rhea is expressly :authorized in thisI.ase or by Company;; . � (H) Lessee, through the fault or negligence•of Lessee or its officers, directors, owners, emu oyes,agents or affiliates,has revoked,suspended for a period often(10)ormore days or otherwise loses any license or peimit, . the revocation, suspension or loss of which decreases the business value of the Leased Facilities at any Location (e.g, alcoholic beverage license); 9- .. • Rev 2003/04,12?(Reti62) MS Non-Petroleum Lease I FROM :skell FRX NO. : Jun. 16 2002 12:06PM P2 JUN. [6. 2903 12:52PM EQU[VA NO. 8270 P. 2/2 r ., ...... FN( no. h J,.r+. ds coos c8:<..,+•, He • (a) to able Company to toad louses and wat:ieaaon ur Lessee by wIrertm do tae: (i)Lane slash hsn aeCess to the beeaaett mad(li)Leeeee doll law at all=es du tog the teem of this Lease an*eve E-aufl address and no=with:to stamp Ihatmtioom and Lessee sheepeel:apttly advise Company of smb address as ofacy ebmge thereto. r. ASTOIL' h'B'lilLES, The peevaitiag pasty well be sided to Mama hour S.other party pcw.jsdgaeat hums,. reesos able anosnere toa and toss and flu cam of oohecdan she parry Moms in order to semen,defatd or mots the rights imui g so is yaaveim pry veer die Lass et*etas the tines Shared In the event online=line=henna the pens,both par:ta bsesby waive stty slim against the other party to this Lea.kr Cotnegtteaefal,exemj lay,mod/or musithe daQ>wgn. a ratan, lmtma will accts on sweat or other=cant its Cocrymy by Lane Wes this Lest the data odds watt triggering the iodaatadgeas to Cempay sttbe rate of 18%per armami,or the=WWI lawful sots,Milawa it Ins. 29. C#NIRAL PAOYIBICife. (a) This Lase as of the Matte Dun land cwcds end ittpenodes all prior and coat anceteaut repesesentione,inducements,agreements,commitment,and with reaper,m the subject root of tea Lease, except those trite*agssensents mhtlpg to aaly irda nariiatiaq teimbarnaams ebtadmea,Oe debt eeentld*idiotic=-teamg,bar net ' limited to,ay eternity hatemmt,salty so mast,sammty,mort>ags,deed ottsaet,ptemusaeynese,s UCC me)- (bsigns!by beds pans.ihams*el et�tmry provided tadKlhie Less,this Lease easy be emendedot.amrlaaerad only In writing (a) Awymess oft*peoi@onel tie Issas wean bein wthing fom�lfallssac wjtb th cant ee partite Ott Lease or any came of MC*a tads signed a vqdm Pmate s s nidelay @' or estoppel site parry's right to esfbtee sty tuba provision of OM Lease. b14 Re41 T previaleos of this Lease ass sevaahle. .tti y Droviwlos odolds Loco is,ft any tenet iavaiid s Paint itznithat Politicsof Loose*o aHd and aahc'ahls;£tLe baaia Sem ofthp pasties set emelt cretins(11) This legal reps teitins,sspmort,I.aa s_10 MISS op=its mimes,heirs and bL a tlw passim'reOeetiw aueoaeeee,!��atomism,9 Neither la lase as mduly amhorized (i a$ve attart thnd lepba. eLhasa, asupp eguent agrees= DltmtmtlnY Ibis Lease is bhedla seaters a Saevaabd ea the due tear heists. noust M,GV,QfC( I; LLe, • . Lea pea Oil Product Cii Company fr - — c Sr . gG . Tem /t I" • s'Tile hems Comaae Ds f� ee7em_T Dare A eel 3 • • • • • u- . tee 1003/04/22(lietl52) . t Lease FROM :Shell FAX NO. : Sun. 16 2002 09:45AM P10 • • Exhibit A To Multi-Site Non-Petroleum Fatality Lease LIST OF LOCATIONS AND MONTE Y RENTAL AMOUNTS • • YR a YR3 Operator# Location# tore# Location Addrex+ Monthly Monthly Monthly Rental Rental Rental Amount Amount Amount 299781 120019 5102 4020 EAST 104TH,THORN'TON,CO $10,506.00 511,031.00 511,583.00 80233 299785 120055 2136 12801 WASHINGTON,THORNTON, $19,861.00 $20,854.00 $21,897.00 • CO 80241 299791 121945 5108 10363 NORTH rtDERAL BLVD , $11,050.00 $11,603.00 $12,183.00 WESTMINSTER,CO 80221 299792 120333 5103 7805 W 92ND AVE,BROOMFIELD, $I0,763.00 $11301.00 $11,866.00 Co 80021 299793 120395 2119 4885 KIPLING ST,WHP,AT RIDGE, 58520.00 58,946.00 $9393.00 CO 80033 299794 120282 2043 1300 W COLFAXY ,DENVER CO $15,901.00 516,696.00 $17,531.00 80204 299795 120029 1407 10963125 ACCESS RD WEST, $23,315.00 $24,481.00 $25,705.00 LONGMONT,CO 80501 299796 125129 6262 4301 HIGHWAY 66,LONGMONT,CO $5,400.00 $5,670.00 $5,954.00 80501 299797 123482 6263 1124 FRANCES ST,LONGMONT,CO $4,500.00 54,725.00 54,961.00 80501 299798 120127 2137 2265E 120TH AVE, 516,327.00 $17,143.00 518,001.00 CO 80233 299799 120151 2029 290 W 104TH AVE,NORTHGLENN, 54,560.00 $4,788.00 $5,027.00 CO 80234 299800 120354 1440 8815 FEDERAL BLVD, $9,515.00 59,991.00 $10,490.00 WESTMINSTER,CO 80260 299801 120181 1432 3600 W 38TH AVE,bENVEIt,CO 53,360.00 $3,528.00 53,704,00 _ 80211 299802 120190 2038 3805KIPLING,WHBATRIDGE,CO $9,410.00 $9,881.00 $10,375.00 80033 • • • • • -12- Rev 2003/04122(Rct162) MS Non-Peholcum Least I FROM :She11 FAX NO. : Jun. 16 2002 09:45AM P11 • • r, . . • - • Exhibit B ... • . . To Multi-Site Facility tease • .: T FClfl'S MAINTENANCE RE SSINSIBILITTE This exhibit outlines Lessee's maintenance responsibilities at each Location.All repairs and'replacements pcformed by Lessee must - meet or exceed the specifications of the existing equipment as to quality, as well as comply with Company's image standards, if ' applicable. If Lessee is unsure about.a specific standard, Lessee should.consult with;Company. Lessee may have additional ' maintenance responstbtlhQes under the terms of the MSCORO Agreement- ' • Terns useds in this exhibit Lave the same measiings in as the same termsthe Lease except wbeie the context indicates a different me aning intended.ntended. _ . A. IPlumblag • • :. . ..... 1 Promptly clear dogged toilets, sinks, building lubc bay'drains and ors-Propertyaewer,lines,,so is.to.keep'all equipment-in a clean, safe and working order. Dispose'.of cleared materials using a legally acceptable method of 2. Repair or replace as accessary,all flush mechanisms and faucets: 3. Drain water lines to+preventfreezing. • 4. Repair,as necessary,all water heaters. . ' 1 . P septic tanks as necessary and dispose of accumulated material using a legally acceptable method of • B. Beattie/Ali Conditioniao. - . .: ::. • '' • r I. . Repair or replace, as necessary, all components of the FIVAC system, excluding compressor, evaporator or " condenser coil. . 2. Repair any refrigerant leaks and recharge system if required. • C. Glasswork 1. Clean all window anddoor glass(including bullet resistant glass)daily using compatible cleaning materials- 2: Pwurpsly repair all window and door glass,whenever scratched;cracked or broken from wbatever:cause. D. Boon • . .Maintain floors in original condition,subject to normal wear and tear- E. • palntna' During the interval betweenperiodic general repainting by Company,washaad paint all Curbs 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-Sterrlfpod Mart a• nd Related Eaniuwent 1. Repair or replace, as necessary,all food service equipment, iricludiag,but not limited to, coffee makers,juice and soda dispensers, ice dispensers and ice makers, microwaves, 'gondolas and all other C-store/food mat 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. Keep all equipment drain lines clean and clear. . . 13- Rev 2003/04/22(Ret162) • . MS Non-Petioleum Lease FROM :Shel1 FAX NO. : Jun. 16 2002 09:46AM P12 • • Exhibit A To Multi-Site Contractor Operated Retail Outlet Agreement • CLUSTER LOCATIONS • CompensationExpense Operator# Location# Store# Location Address $fiecHve Date 299781 1200I9 5102 4020 EAST 104TH,THORNTON, $iL Payment CO 80233 6/19/2003 $2,000.00 51523.00 299785 120055 2136 12801 WASHINGTON, 6/20/2003 $2,00000 $500.00 THORNTON,CO 80241 299791 121945 5108 10363 NORTH FEDERAL BLVD, WESTMINSTER.CO 80221 6232003 52,000.00 52,53L00 299792 120333 5103 7805 W 92ND AVE,BROOMFIELD, CO 80021 6/21/2003 $2,000.00 $2,378.00 299793 120395 2119 4885IOPLING ST,WHEAT RIDOE, CO 80033 6/24/2003 52,000.00 32,705.00 299794 120282 2043 1300 W COLFAX AVE,DENVER 6/24/2003 CO 8020432,000.00 5500.00 299795 120029 1407 10963 I 25 ACCESS RD WEST, LONGMONT,CO 80501 X2003 $2.000.00 5500.00 299796 125129 6262 4301 HIGHWAY 66,LONOMONT, CO 80501 6/25/2003 32,000.00 $6,850.00 299797 123482 6263 1124 FRANCES SS,LONGMONT, CO 80501 6/25/2003 52 000.00 57,114.00 299798 120127 2137 2265 E 120TH AVE, 626/2003 52,000.00 $500.00 NORTHGLENN,CO 80233 299799 120151 2029 290 W 104TH AVE, 6/26/2003 $2,000.00 $6203.00 NORTHGLENN,CO 80234 299800 120354 1440 8815 FEDERAL BLVD, WESTMINSTER,CO 80260 6/272003 $2,000.00 $3,279.00 299801 120181 1432 3600 H'38TH AVE,DENVER,CO 80211 6/27/2003 52 000.00 $4987.00 299802 120190 2038 3805 KIPLING,WHEAT RIDGE, 6/27/2003 $2,000.00 $2,900.00 CO 80033 • • • • • • • • . 16. Rev 2003/04/22(Rtt161) MS CORO Agreement WHEN RECORDED RETURN TO: Stewart Title Guaranty Company 1980 Post Oak Boulevard,4610 Houston,TX. 77056 Attn: Jacquelyn Trainor MAIL TAX STATEMENTS TO: 11111II INII 10111 III Inlllll III 111111 III lit IIII VIII 2621220 M/22/IRN L2 NO Weld County CO Equilon Enterprises LLC 1 of 4 R 21.D! D •.!D JO Suitt Teukuele P.O.Box 4453 Houston,TX. 772210-0453 SPECIAL WARRANTY DEED This Indenture,made as of Iuly I, 1998 by Texaco Refining and Marketing Inc.,a Delaware corporation having an office at 10 Universal City Plaza,Universal City,California(the "Grantor")to Equilon Enterprises LLC,a Delaware limited liability company,having an office at 1100 Louisiana Avenue,Houston,Texas(the"Grantee"). WITNESSETH: In consideration of$10 and other good and valuable consideration paid in lawful money of the United States,the Grantor does hereby grant,convey and release unto Grantee,its successors and assigns forever,all those certain plots,pieces and parcels of land more particularly described in Exhibit A attached hereto and made a part hereof(the"Property"),together with the buildings,fixtures and improvements thereon erected, together with all right,title and interest,if any,of the Grantor in and to any streets and roads abutting the Property to the center lines thereof, together with the easements,appurtenances and other hereditaments appurtenant to the Property and all the estate and rights of the Grantor in and to said Property,subject to all easements,rights of way and other matters of record affecting same,but provided,that the Grantor expressly saves,retains,reserves and excepts from this conveyance unto itself and its successors and assigns,all right,title and interest in and to any oil, gas,and other minerals(including,without limitation,helium,lignite,sulphur,phosphate and other solid,liquid and gaseous substances),regardless of the nature thereof and whether similar or dissimilar but only to the extent any of the foregoing is in its natural state and natural location and not subject to the dominion and control of any person,and the right to explore for,develop and produce same,as well as the right to lease such portion of the Property hereby reserved for such purposes,and all mineral and royalty rights whatsoever in,on,under and pertaining to the Property;but the Grantor,its successors and assigns,shall have no right to use,or right of ingress preeo001.doe 3+95 to or egress from any part of the surface of the Property for exploration and producing purposes; and any oil and gas drilling operations,shall be conducted by means of wells,the surface locations of which are on other lands and which may be drilled into and bottomed in or under the Property. The Grantor shall exercise its rights under the foregoing mineral,oil and gas reservation so as not to disturb any improvements,installations,petroleum or other products contained in such improvements or installations or surface activities on the Property. The Grantor is to receive and retain all bonuses,rentals and royalties payable under any such mineral,oil and gas lease or leases. The Grantor may assign,transfer,sell or convey such oil,gas and mineral reservation to any person,corporation,partnership or other entity. TO HAVE AND TO HOLD the Property unto Grantee,its heirs,successors and assigns forever. The Grantor does hereby bind itself,its successors and assigns,to warrant and forever defend all and singular the Property unto Grantee against every person whomsoever lawfully claiming or to claim same by,under or through Grantor,but not otherwise. The preceding sentence is for the benefit of Grantee and the parties now or hereafter constituting Grantee and may not be relied on or enforced by any other entity,including,without limitation,any direct or remote successor in title to Grantee or any title insurer of Grantee or its direct or remote successors in title,by way of subrogation or otherwise. IN WITNESS WHEREOF,the Grantor has duly executed this Special Warranty Deed as of the day and year first above written. TEXACO REFINING AND MARKETING INC.,a Delaware corporation By: C7710.5,_ Name: C.T.Walz • •te.• .. Title: Vice President ( pit0ryl. it SEAT -e eIsis '. By: <..y}e;;''" Name: H.7V1Villiams �,s% Title: Assistant Secretary 11111111111111111 I I I MIMEO III I 2421210 N/21/15N 12;00► Veld Canty C0 2 of 4 0 21.90 0 0.00 JA GJt5 T.ukaeeto thac001.doc 54-95 STATE OF CALIFORNIA I St COUNTY OF LOS ANGELES I On this the 16th day of June, 1998 before me, SHARI CONRAD, the undersigned Notary Public, personally appeared C.T.WALZ AND H.D. WILUAMS, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within Instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the Instrument. Witness my hand and official Seal. SHARI C0NRAD Comn sonY 1133731 ss ), Naory putt-CO1ana n'• In MAekl CamryID F My COnnI r*o Nbv .xlDl • — — Ahhi; C:mte. d Shari Conrad Commission Expires May 20, 2001 11111111111111111 I I 111111111 I I 11111111 III 111111111111 2621229 3 .f 4 R 21.00 0 1JR' County 100.00 JRSuki Trulunnto NOELS LONGMONT,CO 10963 W.125 ACCESS RDJSH 119 Property situate in Weld County,State of Colorado,described as: Lots 1 and 3 In Star Center Minor Subdivision,Weld County, Colorado,together with a sign easement over the Easterly 25 feet of the Northerly 25 feet of the Southerly 60 feet of Lot 2 in Star Center Minor Subdivision,Weld County, Colorado,and together with and subject to utility,ingress and egress sewer treatment,sew lines and snow dumping purposes as contained in Texaco-McDonald's Fuel Stop Complex Easement Grant recorded in Book 1075 at Reception No.2015796. Also known and numbered as: 1-25 and State Hwy. 119, Longmont,Colorado, 111111111111111111 111111111111111111 HIM EIRE I I 2821220 08/23/18.8 12:59 Weld County CO 4 of 4 R 21.80 D 0.08 JR &Al Tsukuato s JUN-26-2001 TUE 11 :19 AN FAX NC, F. 03 RECEIVED ,!U L 1 0 2001 Fad•CUSTOMER COPY DO`NET:A DAVISON COLORADO SECRETARY OF STATE ARTICLES Q . ORGANIZATION -nf1 , 7L5 OF4 t.. ; t`7t is M & G VENTURES, LLC ��th JJ —A47: }^ �7Ct.tlt IM .! 717: �."fe= u0-2R_—zu6 1 1i.w : , The undersigned, a natural person of at least eighteen (18) years of age, acting as Organizer, hereby forms a limited liability rompany by virtue of the Colorado Limited Liability Company Act, and adopts the following Articles of Organization'for such limited liability company. • ARTICLE I NAME The name of the limited liability company is M & G Ventures, LLC (the 'Company')_ ARTICLE H I PRINCIPAL PLACE OF BUSINESS fhr prinripal place of business of the Company is 5441 So. Richfield Way, Centennial, C:oinrado 80015. • ARTICLE HI REGISTERED AGENT The registered agent of the Company k Adam P. Stapcn. The business address of the registered agent is 155 Sherman Street, Suite 300, Denver, Colorado 80203. ARTICLE IV MANAGEMENT AND INITIAL MANAGER The management of the limited liability company is vested in its Members. Tile names and business adtLesses of the initial Members who will manage the business affairs of this limited liability company are as follows: NAME. ADDRESS Gene Peppin 5441 So. Richfield Way • - Centennial, CO 80015 Matihew J. Pe;ipirt • 5441 So. Richfield Way Centennial, CO 80015 • v-•., :.a n.n_Pc.nnnt It sin e.,.- Ta{alor:do Saerotary n Pw. run JUN-26-2001 TIDE 11; 19 All FAX NO, p, 04 • • The name and ht siness address of the initial manager(.$),who Shall serve as Managnr(s) until the first meeting the Memhers nr until any surrnsnr is elected and qualified, is as fnllnws: NAME ADDRESS Gene Peppin 5441 So. Richfield Way Centennial, Colorado 80015 ARTICLE V PURPOSES • The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Colorado Limited Liability Company Act. • IN WITNESS WI IEREOF, I have signed these Articles of O icaliuru ��6bl day of Juno, 2001, and I acknowledge the sarnc to be n1y t '.04/777:,-7 • . . l aruJtfXEdi Adam P. Stapen, Orga • r •1.55 Sherman St., 5 a 30 Denver, CO 80203 303/777-3737 STATE OF COI ORAN( ) 55. CITY AND COIJNI Y t.JI' I JhNVER The foregoing Articles of Organization were signed and sworn to by Adam P. Stapen, as Organizer, who affirmed, under penalty of perjury, that the facts stated herein are true, on this 26th day of June, 2001. Witness niy hand and official seal. (2"-Aal „ Notaby Public My Co n Expires: Address: • 455 Sherman Street, Suite 300 a, .. Denver, Colorado 80203 ,TLLIPp 2 My a.. • rum.21,2042 Race Iyed Jun-25-2001 11:30 Prat- ia-CaI anda Secretary a Page a04 TABLE OF CONTENTS OPERATING AGREEMENT T M & G Ventures, LLC • A COLORADO LIMITED LIABILITY COMPANY PAGE FORMATION OF COMPANY 1 .1 . Articles of Organization. 1 1 .2. Conflict Between Articles of Organization and This Agreement. 1 II. CAPITAL CONTRIBUTIONS 2.1 . Contributions. . 2 2.2. Additional Capital Contributions. 2 2.3. Loans. 2 III. MEMBERS' ACCOUNTS; ALLOCATION OF PROFIT AND LOSS; DISTRIBUTIONS 3.1 . Capital Accounts. 3 3.2. Income Accounts. 3 3.3. Allocations Among Members. 4 3.4. Disproportionate Capital Accounts. 4 3.5. Distribution of Assets. 4 IV. RULES RELATING TO THE MEMBERS AND MAJOR DECISIONS OF THE COMPANY 4. 1 . Admission of New Members. 4 4.2. Voting of Members. 4 4.3. Meetings of Members. 5 4.4. Quorum and Adiournment. 5 ADMIN\.001\JON\1646.1 _ r V. RULES RELATING TO MANAGERS 5.1 . General Powers. 6 5.2. Qualifications of Managers. 6 5.3. Number, Election, and Term. 6 5.4. Meeting and Voting. 6 5.5. Duties of Managers. 7 5.6. Devotion to Duty. 8 5.7. Indemnification. 8 VI. BOOKS 6.1 . Location of Records. 8 6.2. Access to Records and Accounting. 8 6.3. Accounting Rules. 9 VII. DISSOLUTION • 7.1 . Causes of Dissolution. 9 7.2. Continuation of Business. 9 7.3. Events Relating to Members. 10 VIII. EXPULSION OF A MEMBER 8.1 . Purchase of Withdrawn or Expelled Member's Membership Interest. 10 8.2. Distribution of Assets if Business Is Not Continued. 10 8.3 Causes of Expulsion. 11 8.4. Notice of Expulsion. 1 1 IX. BANKRUPTCY OF A MEMBER 9.1 . Bankruptcy Defined. 12 9.2. Effective Date for Bankruptcy. 12 X. RETIREMENT OR RESIGNATION OF A MEMBER 10.1 . • Right to Retire or Resign. 12 II ADMINt001\JON\1646.1 10.2. Consequences of Retirement or Resignation if the Business is Continued. 12 10.3 Consequences of Retirement or Resignation if the Business is Not Continued. 13 Xl. DEATH OF A MEMBER 11 .1 . Death of a Member. 13 11 .2. Consequences of Death if the Business is Continued. 13 11 .3. Insurance. 13 11 .4 Consequences of Death if the Business is Not Continued. 14 XII. SALE OF A MEMBER'S INTEREST • 12.1 . Provisions Restricting Sale of Membership Interest. 14 XIII. MEMBERS' COVENANTS 13.1 . Member's Personal Debts. 15 13.2. Alienation of Membership Interest. 15 XIV. ARBITRATION 14.1 . Arbitration. 15 XV. MISCELLANEOUS PROVISIONS 15.1 . Inurement. 15 15.2. Modification. 16 15.3. Severability. 16 15.4. Governing Law. 16 15.5. Counterparts. 16 III ADMIN\.001\JON\1646.1 OPERATING AGREEMENT M & G Ventures, LLC A COLORADO LIMITED LIABILITY COMPANY Dated: July 31, 2001 Effective: July 31 , 2001 ADMIN\.007\JON\1646.1 • OPERATING AGREEMENT M & G Ventures, LLC A COLORADO LIMITED LIABILITY COMPANY THIS AGREEMENT is made and entered into this 31st day of July, 2001 , by and between M & G Ventures, LLC, a Colorado limited liability company (the "Company") and those persons listed in Article II below, hereinafter referred to as "Members." WITNESSETH: IT IS AGREED, in consideration of the promises, covenants, performance and mutual consideration herein as follows: FORMATION OF COMPANY 1 .1 . Articles of Organization. This Company is organized pursuant to the provisions of the Limited Liability Company Laws of the State of Colorado and pursuant to Articles of Organization filed with the Secretary of State on June 26, 2001 . The rights and obligations of the Company and the Members shall be provided in the Articles of Organization and this Operating Agreement. 1 .2. Conflict Between Articles of Organization And This Agreement. If there is any conflict between the provisions of the Articles of Organization and this Operating Agreement, the terms of this Operating Agreement shall control. ADM I N\.001\JON\1646.1 II. CAPITAL CONTRIBUTIONS 2.1 . Contributions. The capital contributions to be made by the Members and with which the Company shall begin business, and the membership certificates to be issued are as follows: UNIT OR MEMBER NAME CONTRIBUTION PERCENTAGE • Gene Peppin $600.00 60% Matthew J. Peppin $400.00 40% 2.2. Additional Capital Contributions. In the event that the cash funds of the Company are insufficient to meet its operating expenses or to finance new investments deemed appropriate to the scope and purpose of the Company as determined by the Managers, the Members may make additional capital contributions, in the proportion of their capital contributions. The amount of the additional capital required by the Company and the period during which such additional capital shall be retained by the Company shall be determined by the Managers. 2.3. Loans. In lieu of voting an additional assessment of capital to meet operating expenses or to finance new investments, the Company may, as determined by the Managers, borrow money from one or any of the Managers, Members, or third persons. In the event that a loan agreement is negotiated with a Manager or Member, he or she shall be entitled to receive interest at a rate and upon such terms to be determined by the Manager, including the Manager making said loan, if applicable, and said loan shall be repaid to the Manager or Member, with all accrued interest, if any, as soon as the affairs of the Company will permit. The loan shall be evidenced by a promissory note of the Company. Such interest and repayment of the amounts so loaned are to be entitled to priority of payment over the division and distribution of capital contributions and profit among Members. 2 A DMI N\.001\JON\1646.1 m, • MEMBERS' ACCOUNTS; ALLOCATION OF PROFIT AND LOSS; DISTRIBUTIONS • 3.1 . Capital Accounts. A separate capital account shall be 'maintained for each Member. The capital accounts of each Member shall initially reflect the amounts specified in Section 2.1 ., and, if a Member has merely promised to contribute the amount specified in Section 2.1 ., the Company shall maintain a corresponding subscription receivable on behalf of that Member. No Member shall withdraw any part of his or her capital account, except upon the approval of all of the Members. If the capital account of a Member becomes impaired, or if he or she withdraws said capital account with approval of all of the Members, his or her share of subsequent Company profits shall be credited first to his or her capital account until that account has been restored, before such profits are credited to his or her income account. If, during the period when a Member's capital account is impaired or he or she has withdrawn funds therefrom as hereinbefore provided, an additional contribution is required of the Members for the purposes specified in Section 2.2., then the Member with such withdrawn or impaired capital account shall be required to contribute his or her proportionate share of the additional capital contribution and the deficiency then existing in his or her capital account, so as to return the capital account to the same proportion existing as of the date of the additional contribution. No interest shall be paid on any capital contributions to the Company. 3.2. Income Accounts. A separate income account shall be maintained for each Member. Company profits, losses, gains, deductions, and credits shall be charged or credited to the separate income accounts annually unless a Member has no credit balance in his or her income account, in which event losses shall be charged to his or her capital account, except as provided in Section 3.1 . The profits, losses, gains, deductions, and credits of the Company shall be distributed or charged to the Members as provided in Section 3.3. No interest shall be paid on any credit balance in an income account. 3 ADMIN\.001\JON\1646.7 • 3.3. Allocations Amona Members. The profits and gains of the Company shall be divided and the losses, deductions, and credits of the Company shall be borne in the following proportions: Gene Peppin 60% Matthew J. Peppin 40% 3.4. Disproportionate Capital Accounts. No interest or allocation profits, losses, gains, deductions, or credits shall inure to any Member by reason of his or her capital account being proportionately in excess of the capital accounts of the other Members. 3.5. Distribution Of Assets. A. All distributions of assets of the Company, including cash, shall be made in the same allocations among Members as described in Section 3.3. B. The Managers shall determine, in their discretion, whether distributions of assets of the Company should be made to the Members; provided, however, that no distribution of assets may be made to a Member if, after giving effect to the distribution, all liabilities of the Company, other than liabilities to Members on account of their capital and income accounts, would exceed the fair value of the Company assets. C. A Member has no right to demand or receive any distri- bution from the Company in any form other than cash. IV. RULES RELATING TO THE MEMBERS 4.1 . Admission Of New Members. Additional Members may be admitted only upon the unanimous written consent of all Members. 4.2. Voting Of Members. Members shall have the number of votes based on their relative ownership in the Company. By way of illustration, if a Member owns 33% of the outstanding membership interest, he shall be entitled 4 ADMIM.001\JON\1646.1 to 33% of the votes on any issue. A Member may vote in person or by proxy at any meeting of Members. All decisions of the Members shall be made by a majority vote of the Members at a properly called meeting of the Members at - which a quorum is present, or by unanimous written consent of the Members. 4.3. Meetings Of Members. A. Meetings of Members may be held at such time and place, either within or without the State of Colorado, as may be determined by the Managers or the person or persons calling the meeting. B. An annual meeting of the Members shall be held at such time and place as shall be determined by a resolution of the Managers during each fiscal year of the Company. C. A special meeting of the Members may be called by the Managers and by at least one-third (1/3) of all the Members entitled to vote at the meeting. D. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the Managers or any other person calling the meeting, to each Member of record entitled to vote at such meeting. A waiver of notice in writing, signed by the Member before, at, or after the time of the meeting stated in the notice shall be equivalent to the giving of such notice. E. By attending a meeting, a Member waives objection to the lack of notice or defective notice unless the Member, at the beginning of the meeting, objects to the holding of the meeting or the transacting of business at the meeting. A Member who attends a meeting also waives objection to consideration at such meeting of a particular matter not within the purpose described in the notice unless the Member objects to considering the matter when it is presented. 4.4. Quorum And Adiournment. A majority of the Members entitled to vote shall constitute a quorum at a meeting of Members. If a quorum is not represented at any meeting of the Members, such meeting may 5 ADMiN\.001\JON\1646.1 be adjourned for a period not to exceed sixty (60) days at any one adjournment; provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. V. RULES RELATING TO MANAGERS 5.1 . General Powers. Management and the conduct of the business of the Company shall be vested in the Managers. The Managers may adopt resolutions to govern their activities and the manner in which they shall perform their duties to the Company. 5.2. Qualifications of Managers. Managers shall be natural persons eighteen (18) years of age or older. 5.3. Number, Election, And Term. A. The number of Managers shall be one (1). The number of Managers shall be increased or decreased by the vote or consent of the Members. B. The initial Managers shall hold office until the first annual meeting of Members and until their successors have been elected and qualified. Thereafter, each Manager elected by the Members shall hold office for a one (1 ) year term or until his or her successor has been elected and qualified. C. Managers shall be elected by a vote or consent of the Members at an annual meeting or at a special meeting called for that purpose. 5.4. Meetings And Voting. A. Meetings of the Managers may be held at such time and place as the Managers by resolution shall determine. B. Written notice of meetings of the Managers shall be delivered at least twenty-four (24) hours before the meeting personally, by 6 ADMI Nt001\JON\1646.1 telecopier, or by mail actually delivered to the Manager within the twenty-four (24) hour period. A waiver of notice in writing, signed by the Manager before, at, or after the time of the meeting stated in the notice, shall be equivalent to - the giving of such notice. C. By attending a meeting, a Manager waives objection to the lack of notice or defective notice unless, at the beginning of the meeting, the Manager objects to the holding of the meeting or the transacting of business at the meeting. D. A majority of the Managers entitled to vote shall constitute a quorum at the meetings of Managers. E. All decisions of the Managers shall be made by a unanimous vote of the Managers at a properly called meeting of the Managers at which a quorum is present, or by unanimous written consent of the Managers. 5.5. Duties of Managers. A. The Managers shall have the duties and responsibilities as described in the Colorado Limited Liability Company Act, as amended from time to time. B. The Managers, or any one of the Managers as designated by resolution of the Managers, shall execute any instruments or documents providing for the acquisition, mortgage, or disposition of the property of the Company. C. Any debt contracted for or liability incurred by the Company shall be authorized only by a resolution or consent of the Members, and any instruments or documents, required to be executed by the Company shall be signed by the Managers or any one of the Managers as designated by resolution of the Members. D. The Managers may designate any one of the Managers or delegate an employee or agent to be responsible for the daily and continuing operations of the business affairs of the Company. All decisions affecting the policy and management of the Company, including the control, employment, 7 ADMIN\.0o 1\ION\1646.1 • compensation, and discharge of employees; the employment of contractors and subcontractors; and the control and operation of the premises and property, including the improvement, rental, lease, maintenance, and all other matters pertaining to the operation of the property of the business shall be made by the Managers. E. Any Manager may draw checks upon the bank accounts of the Company and may make, deliver, accept, or endorse any commercial paper in connection with the business affairs of the Company. 5.6. Devotion To Duty. At all times during the term of a Manager, the Manager shall give reasonable time, attention, and attendance to, and use reasonable efforts in the business of the said Company; and shall, with reasonable skill and power, exert himself or herself for the joint interest, benefit, and advantage of said Company; and shall truly and diligently pursue the Company objectives. 5.7. Indemnification. Managers, employees, and agents of the Company shall be entitled to be indemnified by the Company to the extent provided in the Colorado Limited Liability Company Act, as amended from time to time, and shall be entitled to the advance of expenses, including attorneys' fees, in the defense or prosecution of a claim against him or her in the capacity of Manager, employee, or agent. VI. BOOKS 6.1 . Location Of Records. The books of the Company shall be maintained at the principal office of the Company or at such other place as the Managers by vote or consent shall designate. 6.2. Access To Records And Accounting. Each Member shall at all times have access to the books and records of the Company for inspection and copying. Each Member shall also be entitled: A. To obtain from the Managers upon reasonable demand for any purpose such information reasonably related to any Member's membership interest in the Company; 8 ADMIN\.o01\JON\1646.1 B. To have true and full information regarding the state of the business and financial condition and any other information regarding the " affairs of the Company; C. To have a copy of the Company's federal, state, and local income tax returns for each year promptly after they are available to the Company; and D. To have a formal accounting of the Company's affairs whenever circumstances render an accounting just and reasonable. 6.3. Accounting Rules. The books shall be maintained on a cash basis. The fiscal year of the Company shall be the calendar year. Distributions to income accounts shall be made annually. The books shall be closed and balanced at the end of each calendar year and, if an audit is determined to be necessary by vote or consent of the Managers, it shall be made as of the closing date. The Managers may authorize the preparation of year-end profit- and-loss statements, balance sheet, and tax returns by a public accountant. VII. DISSOLUTION 7.1 . Causes Of Dissolution. The Company shall be dissolved upon the occurrence of any of the following events: A. At any time by unanimous agreement of the Members; or B. Upon the occurrence of events or time specified for dissolution in the Articles of Organization, if any. 7.2. Continuation Of Business. Notwithstanding a dissolution of the Company under Section 7.1 the Members may elect to continue the business of the Company, so long as there are at least two (2) Members remaining who then consent to do so, by purchasing the Member's ("Withdrawn Member") membership interest, who will not continue in business. 9 ADMIN\.001\JON\1646.1 7.3 Events Relating to Members. The withdrawal, death, expulsion, bankruptcy, retirement or resignation of a Member shall not automatically cause a dissolution of the Company, and notwithstanding any such event, the remaining Members may purchase the deceased, retired, resigned, expelled or bankrupt Members' membership interest pursuant to the terms of this Agreement. VIII. WITHDRAWAL OR EXPULSION OF A MEMBER 8.1 . Purchase Of Withdrawn or Expelled Member's membership interest. A. The purchase price of the Withdrawn Member's membership interest shall be equal to the Withdrawn Member's capital account as of the Effective Date as otherwise defined herein, plus his or her income account as of the end of the prior fiscal year, decreased by his or her share of the Company losses, deductions, and credits computed to the Effective Date; and decreased by withdrawals such as would have been charged to his or her income. account during the present year to the Effective Date. The purchase price is subject to setoff for any damages incurred as the result of the Withdrawn Member's actions. B. The purchase price determined under Article VIII shall - be paid to the Withdrawn Member by a downpayment of twenty percent (20%) of the price, the remaining eighty (80%) to be amortized over four (4) years at ten percent (10%) simple interest, with equal quarterly payments throughout the term thereof. 8.2. Distribution Of Assets If Business Is Not Continued. In the event of dissolution of the Company and if the Members do not elect to or are unable to continue the business of the Company, the Managers shall proceed with reasonable promptness to sell the real and personal property owned by the Company and to liquidate the business of the Company. Upon dissolution, the assets of the Company business shall be used and distributed in the following order: 1 0 ADMIN\.001\JON\1646.1 A. Any liabilities and liquidating expenses of the Company will first be paid, including loans from Members; B. The reasonable compensation and expenses of the Managers in liquidation shall be paid; and C. The amount then remaining shall be paid to and divided among the Members in accordance with the statutory scheme for distribution and liquidation of the Company under the Colorado Limited Liability Company Act, as amended from time to time. 8.3. Causes Of Expulsion. A Member shall be expelled from the Company upon the occurrence of any of the following events: A. If a Member shall violate any of the provisions of this Agreement; B. If a Member's membership interest shall be subject to a charging order or tax lien, which is not dismissed or resolved to the satisfaction of the Manager of the Company within (30) days after assessment or attachment; or C. A Member's failure to be licensable pursuant to the State of Colorado Liquor Code or the ordinances of any local jurisdiction. 8.4. Notice Of Expulsion. Upon the occurrence of an event described above, written notice of expulsion shall be given to the violating Member either by serving the same by personal delivery or by mailing the same by certified mail to his or her last known place of residence, as shown on the books of said Company. Upon the receipt of personal notice, or the date of the postmark for certified mail, the violating Member shall be considered expelled, and shall have no further rights as a Member of the Company, except to receive the amounts to which he or she is entitled as otherwise set forth herein. 1 1 ADMIN\.0O1\JON\1646.1 I Ix. BANKRUPTCY OF A MEMBER 9.1 . Bankruptcy Defined. A Member shall be considered bankrupt if the Member files a petition in bankruptcy (or an involuntary petition in bankruptcy is filed against the Member and the petition is not dismissed within ninety [90] days) or makes an assignment for the benefit of creditors or otherwise takes any proceeding or enters into any agreement for compounding his or her debts other than by the payment of them in full amount thereof, or is otherwise regarded as insolvent under any Colorado insolvency act. 9.2. Effective Date For Bankruptcy. The Effective Date of a Member's bankruptcy shall be the date that a Manager, having learned of the Member's bankruptcy, gives notice in writing stating that the Member is regarded as bankrupt under this Agreement, such notice to be served personally or by leaving the same at the place of business of the Company. As of the Effective Date, the bankrupt Member shall be subject to expulsion as set forth herein above. X. RETIREMENT OR RESIGNATION OF A MEMBER 10.1 . Right To Retire Or Resign. A Member shall have the right, at any time, to retire or resign as a Member of the Company by giving three (3) month's written notice to the Company at the Company's place of business. 10.2. Consequences Of Retirement Or Resignation If The Business Is Continued. Upon giving notice of any intention to retire or resign, the Withdrawn Member shall be entitled to have his or her membership interest purchased as provided in Article VIII if the remaining Members elect to continue the business of the Company under Section 7.1. Upon the receipt of notice of the remaining Members' election to continue the business, the membership interest of the Withdrawn Member in the Company shall cease and terminate, and the Withdrawn Member shall only be entitled to the payments provided in Section 8.1 ., but only to the extent the Company has such funds available. 12 ADMI N\.001\JON\1646.1 1 10.3. Consequences Of Retirement Or Resianation If The Business Is Not Continued. If the remaining Members elect not to continue the business upon retirement or resignation of a Member, or are unable to do so by law, the - Withdrawn Member shall only be entitled to his or her interest in liquidation, as stated in this Agreement, subject to any setoff for damages caused by the Member's retirement or resignation. XI. DEATH OF A MEMBER • 11 .1 . Death Of A Member. Upon the death of a Member, the deceased Member's rights as Member of the Company shall cease and terminate except as provided in this Article XI. 11 .2. Consequences Of Death If Business Is Continued. If the surviving Members elect to continue the business, the Managers shall serve notice in writing of such election, within three (3) months after the death of the deceasedMember, upon the executor or administrator of the deceased Member, or, if at the time of such election no legal representative has been appointed, upon any one of the known legal heirs of the deceased Member at the last known address of such heir. The Company shall purchase the membership interest of the deceased Member as provided in Article VIII, and the closing of such purchase shall be within thirty (30) days of the notice of such election, except in the event the Company has life insurance on the deceased Member, in which event the amount and method of payment for the membership interest of the deceased Member will be as provided in Section 11 .3. 11 .3. Insurance. The Company may contract for life insurance on the lives of each of the Members, in any amount not disproportionate to the value of each Member's membership interest. In the event of death of a Member, insurance proceeds paid to the Company will be used to purchase the membership interest of the deceased Member. The purchase price shall be the greater of the amount determined under Article VIII or the amount of insurance proceeds received by the Company. The payment of the purchase price to the decedent's representatives or heirs shall be made within thirty (30) days following receipt of the insurance proceeds by the Company. If the surviving Members do not elect to continue the business of the Company, or are unable 13 ADMIN\.001\JON\'646.1 ( to do so by law, the proceeds of any life insurance shall be treated as an asset of the Company for liquidation. 11 .4. Conseouences Of Death If The Business Is Not Continued. If the surviving Members do not elect to continue the business, or are unable to do so by law, the deceased Member shall only be entitled to his or her interest in liquidation as stated in hereinabove. XII. SALE OF A MEMBER'S INTEREST 12.1 . Provisions Restricting Sale of membership interests. In the event that a Member desires to sell, assign, or otherwise transfer his or her membership interest in the Company and has obtained a bona fide offer for the sale thereof made by some person not a member of this Company, he or she shall first offer to sell, assign, or otherwise transfer the membership interest to the other Members at the price and on the same terms as previously offered hire or her, arid each of the other Members shall have the right to purchase his or her proportionate share of the selling Member's membership interest. If any Member does not desire to purchase the membership interest on such terms or at such price and the entire membership interest is not purchased by the other Members, any other Member may purchase all or any part of the membership interest, and the selling Member may only then sell, assign, or otherwise transfer his or her entire membership interest in the Company to the person • making the said offer at the price offered. The intent of this provision is to require that the entire membership interest of a Member to be held by original Members, to the extent possible. A purchaser of a membership interest of the Company shall not become a Member without the unanimous consent of the non-selling Members, but shall be entitled only to receive the share of profits, gains, losses, deductions, credits, and distributions to which the Selling Member would be entitled. In this event, the purchaser of the membership interest shall not be entitled to participate in voting or any other management function reserved to the Members of the Company. 1 4 ADMIN\.001\JON\1646.1 XIII. MEMBERS' COVENANTS 13.1 . Member's Personal Debts. In order to protect the property and assets of the Company from any claim against any Member for personal debts owed by such Member, each Member shall promptly pay all debts owing by him or her and shall indemnify the Company from any claim that might be made to the detriment of the Company by any personal creditor of such Member. 13.2. Alienation Of Membership Interest. No Member shall, except as provided in Article XII, sell, assign, mortgage, or otherwise encumber his or her membership interest in the Company or in its capital assets or property; or enter into any agreement of any kind that will result in any person, firm, or other organization becoming interested with him or her in the Company; or do any act detrimental to the best interests of the Company. XIV. ARBITRATION . 14.1 . Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in accordance with the rules then in effect of the American Arbitration Associa- tion. Judgment upon the award rendered by said arbitration may be entered in any court having jurisdiction thereof. Costs of arbitration, including attorneys' fees, shall be paid by the loser. If one Member notifies the other Member in writing of a dispute, claim, or controversy and requests that the same be arbitrated, no legal action may then be commenced thereon, except to obtain judgment on the arbitration award. XV. MISCELLANEOUS PROVISIONS 15.1 . Inurement. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns, and each person entering into this Agreement acknowledges that this 15 ADMIN\.001\iON\1646.1 Agreement constitutes the sole and complete representation made to him or her regarding the Company, its purpose and business, and that no oral or written representations or warranties of any kind or nature have been made regarding the proposed investments, nor any promises, guarantees, or representations regarding income or profit to be derived from any future investment. 15.2. Modification. This Agreement may be modified from time to time as necessary only by the written agreement of the Company, acting . through the unanimous vote or consent of its Managers, and the Members. 15.3. Severability. The provisions of this Agreement are severable and separate, and if one or more is voidable or void by statute or rule of law, the remaining provisions shall be severed therefrom and shall remain in full force and effect. 15.4. Governing Law. This Agreement and its terms are to be construed according to the laws of the State of Colorado. 15.5. Counterparts. This Agreement may be executed in counterparts and each such counterpart shall be deemed an original of the Agreement for all purposes. IN WITNESS WHEREOF, we have hereunto set our hands and seals on the day first written above. MEMBERS: "2,97774.14) /CE��,✓ M & G Ventures, LLC, A Colorado Limited Liability Company • By: Name: ''‘.ecA/ °;/ Title: -/?etS Date: 7/21/C, 16 ADMIN\.001\JON\1646.1 of C°lo ,r- • STATE RADO 1$ DEPARTMENT OF STATE CERTIFICATE I, DONETTA DAVIDSON, Secretary of State of the State of Colorado, hereby certify that,according to the records of this office, M&G VENTURES,LLC (Colorado LIMITED LIABILITY COMPANY ) File#20011127490 was filed in this office on June 26,2001 and has complied with the applicable provisions of the laws of the State of Colorado and on this date is in good standing and authorized and competent to transact business or to conduct its affairs within this state. Dated:June 9,2003 For Validation: Certificate;1D 673654 €To validate this certificate Visit the following •web site,enter this certificate ID,then follow the instructions displayed. . www sos.state.c4 us/ValldateCertificate /9O--)ez...Z‘t_ SECRETARY F STATE Colorado Secretary of State Page 1 of 1 aOap Colorado Secretary of S yv'•F� _ .__ Budness Center Certificate Valid Search Business - + Entities A Certificate of Good Standing was issued by the Colorado Secretary of S E-File Periodic Reports bearing Certificate ID 673654,having a Certificate Date of June 9,2003, Registered Agent pertaining to the business entity NI& G VENTURES, LLC, identified by Search business entity File#20011127490. Obtain Certificate of Good Standin Flertfons I Business I Information I Bingo I ifmnsa I contart us I Home Search Our Site .../fortecgi?serviceName=corporationProdAccess&sos_www=www.sos.state.co.us&TemplateM/16/2003 DILL DILL CARR STONBRAKER & HUTCHINGS A PROFESSIONAL CORPORATION ATTORNEYS AT LAW Daniel W Carr John J.Coates Fay M.RossMats ge•• Kevin M.Coates Felicity Rossi Adam H.Alan Dill P.Stapes Jon Sron Robert A Dill Stoner Thomas M.Dunn Craig A Stoner Patrick D.4gky John A.Hutchings Ste hen M.Lee Leslie Block Ka DIRECT DIAL: NCu meI K' (307)282-4127 •vim Keened Anaona and New rwk ••Also IKwnad in Nevada June 18,2003 Esther Gesick, Clerk to the Board VIA FEDERAL EXPRESS Weld County Commissioner's Office 915 10th Street Greeley, CO 80632 ' RE: Transfer of Ownership Application/Retail 3.2%Beer Off Premises M&G Ventures d/b/a Shell#7, 10963 I-25 Access Road, Longmont, CO 80501 Dear Esther: _. ;? We are the law firm representing M&G Ventures,LLC with respect to this liquor licensing matter. Enclosed please find the original and one copy of a Transfer of Ownership License Application for the above- referenced establishment. Also enclosed please find one check to the"Colorado Department of Revenue", two checks to the"Colorado Bureau of Investigation",and two checks to"Weld County"with the following breakdown: Colorado Department of Revenue: $900.00 Transfer application fee 117.50 License fee Weld County: $500.00 Transfer application fee 7.50 License fee 100.00 Temporary permit fee Colorado Bureau of Investigation: $ 38.50 Two (2)checks for background investigations Please let this letter serve as a request for a temporary permit. Please review the application and let me know if there are deficiencies so they maybe corrected as our client's lease effective date is June 25,2003 and they would like to receive the temporary permit on that day. Thank you for offering your prompt assistance with this application. Should you have any questions,please feel free to call me at 303-282-4127. Ve trul yeit Cathy . H• . ion Paralegal f r i. Alan Dill CRH Encl./cc: our file ODMA'PCD0CS`DOCS`83ae8`,I 455 SHERMAN STREET,SUITE 300/DENVER,COLORADO 80203/FAX(303)777-3823/(303)777-3737 E-mail:dillndill@aol.com 1.COO/3 LIQUOR/BEER REVIEW FORM Date: 7/(O/�3 TO: C_Le/Lic_ n l-rm IBOAR-(D FROM: ICJ� LCD W"En^ S SUBJECT: L1uO _ .1 ,-c nvtJ Please submit a report to the Clerk to the Board, which will be used by the Board of County Commissioners in considering the applicant's request to modify the restrictions on the license. If you have any questions,please contact Bruce Barker, County Attorney, at Ext. 4390. PLEASE RESPOND NO LATER THAN: ESTABLISHMENT: SI1aL # , N1 + U V l&Tru .€s , L L c Current license expires: The following concerns are noted: C - P_ _ . ` R� C JO vacON -7 f( o 1o3 . ND CAC�+ n) LNS w&ILL-- Well evi 'v2(N(, 'Z7f-E JCZ.TI O/J , . I (C_C OMM C,J3 47))�V A tr O f A t Co o az. Cs:mSC . MEMORANDUM far;; To: Esther Gesick, Clerk to the Board yolk From: Bethany Salzman,Zoning Compliance Officer Date: July 1, 2003 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 M and G Ventures, 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 a Site Plan Review(SPR-241). No violations are occurring on the property at this time. SERVICE,TEAMWORK INTEGRITY,QUALITY MEMORANDUM rict TO: ESTHER GESICK,DEPUTY CLERK TO THE BOARD ' FROM: CHARLOTTE DAVIS,ENVIRONMENTAL HEALTH SUBJECT:L�Y R 14,2 O3NSE INQUIRY 0 DATE: COLORADO CC: CINDY SALAZAR, ENVIRONMENTAL HEALTH SERVICES In response to your request, Environmental Health Services has reviewed the Retail Food Service Establishment file for Equilon Enterprises, LLC, dba Shell Oil Product located at 10963 I-25 Access Road, Longmont, Colorado. 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 2208 or via e-mail at Cdavis(a,co.weld.co.us Thank you. M:lENVIRONMENTAL HEALTH SERVICES\FOODUtenn\Lbunr Leave Inryvy Shell.doc Hello