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Home My WebLink About20163093.tiffRESOLUTION RE: APPROVE ESTABLISHING THE NEIGHBORHOOD TO BE SERVED, DESIGNATING A COMMISSIONER TO MAKE ON -SITE INSPECTION AND SETTING THE HEARING DATE CONCERNING THE APPLICATION OF TAPPIST MUNKS, LLC, DBA OUTWORLD BREWING, FOR A BREW PUB LICENSE 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, at a public meeting on September 12, 2016, the Board was presented with the request to establish the neighborhood to be served, designate the Commissioner to make the on -site inspection, and set the hearing date concerning the application of Tappist Munks, LLC, dba Outworld Brewing, 1725 Vista View Drive, Units B, C, and D, Longmont, Colorado 80504, for a Brew Pub License, and WHEREAS, at said meeting, staff advised the Board that the submitted plans contained in the Liquor application differ from the Site Plan Review plans on file in the Department of Planning Services, and WHEREAS, after review, the Board deemed it advisable to continue said matter to October 3, 2016, to allow the applicant adequate time to meet with Planning Services staff to resolve the site layout plans, and WHEREAS, on October 3, 2016, and at the request of the applicant due to a scheduling conflict, the Board deemed it advisable to continue said matter to October 17, 2016, and WHEREAS, on October 5, 2016, and at the request of the applicant due to a scheduling conflict, the Board deemed it advisable to reconsider the matter and reschedule the continuance to October 10, 2016, and WHEREAS, on October 10, 2016, the Board did determine that the following described area should comprise the neighborhood to be served concerning said application, to -wit: Sections 4, 5, 6, 7, 8, 9, 16, 17, and 18 all in Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado WHEREAS, the Board further determined that Commissioner Julie Cozad should be designated to make the on -site inspection concerning said application, and WHEREAS, the Board further determined that the hearing to consider said application shall be scheduled for November 28, 2016, at the hour of 9:00 a.m. c.c.,: co. CFH) tt / 1 / I Co 2016-3093 LC0053 ESTABLISHING THE NEIGHBORHOOD FOR BREW PUB LICENSE - TAPPIST MUNKS, LLC, DBA OUTWORLD BREWING PAGE 2 NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the above described area be, and hereby is, established as the neighborhood to be served concerning the application of Tappist Munks, LLC, dba Outworld Brewing, for a Brew Pub License. BE IT FURTHER RESOLVED by the Board that Commissioner Julie Cozad be, and hereby is, designated to make the on -site inspection concerning said application. BE IT FURTHER RESOLVED by the Board that the hearing date concerning said application be, and hereby is, scheduled for November 28, 2016, at the hour of 9:00 a.m. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 10th day of October, A.D., 2016. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: dittoti ;(1 Weld County Clerk to the Board ounty Attorney Date of signature: ( l ( "l t ( (o Mike Freeman, Chair Sean P. Conway, Pro-Tem Steve Moreno 2016-3093 LC0053 RESOLUTION RE: ACTION OF BOARD CONCERNING ESTABLISHING THE NEIGHBORHOOD TO BE SERVED, DESIGNATING A COMMISSIONER TO MAKE ON -SITE INSPECTION AND SETTING THE HEARING DATE CONCERNING THE APPLICATION OF TAPPIST MUNKS, LLC, DBA OUTWORLD BREWING, FOR A BREW PUB LICENSE 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, at a public meeting on September 12, 2016, the Board was presented with the request to establish the neighborhood to be served, designate the Commissioner to make the on -site inspection, and set the hearing date concerning the application of Tappist Munks, LLC, dba Outworld Brewing, 1725 Vista View Drive, Units B, C, and D, Longmont, Colorado 80504, for a Brew Pub License, and WHEREAS, at said meeting, staff advised the Board that the submitted plans contained in the Liquor application differ from the Site Plan Review plans on file in the Department of Planning Services, and WHEREAS, after review, the Board deemed it advisable to continue said matter to October 3, 2016, to allow the applicant adequate time to meet with Planning Services staff to resolve the site layout plans, and WHEREAS, on October 3, 2016, and at the request of the applicant due to a scheduling conflict, the Board deemed it advisable to continue said matter to October 10, 2016, and NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the abovementioned matter be, and hereby is, continued to October 10, 2016, at 9:00 a.m. CC,: GZ.PPL Ca.CFH) it! -I/CC. 2016-3093 LC0053 CONTINUANCE OF ESTABLISHING THE NEIGHBORHOOD FOR BREW PUB LICENSE - TAPPIST MUNKS, LLC, DBA OUTWORLD BREWING PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 3rd day of October, A.D., 2016. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: di:mg, ;,,k Weld County Clerk to the Board ounty A ttorney Date of signature: O%1O5/ I'7 Mike Freeman, Chair Steve Moreno 2016-3093 LC0053 MEMORANDUM DATE: September 9, 2016 TO: Board of County Commissioners FROM: Chloe A. Rempel, Deputy Clerk to the Board SUBJECT: Brew Pub Liquor License Application - Tappist Munks, LLC, dba Outworld Brewing Our office has received an application for a Brew Pub Liquor License from Tappist Munks, LLC, dba Outworld Brewing, 1725 Vista View Drive, Units B, C, and D, Longmont, CO 80504. All application requirements have been met and all fees have been paid. Due to publication and posting requirements, I recommend the hearing be set for -October 10-, 2016, at 9:00 a.m. NouR✓vihv 28 The neighborhood to be served for this license is as follows: Sections 4, 5, 6, 7, 8, 9, 16, 17, and 18 all in Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado. Cheryl Hoffman From: Sent: To: Cc: Subject: Esther Gesick Friday, September 30, 2016 2:44 PM Brian Fuller Stephanie Frederick; Cheryl Hoffman Re: NEW Liquor License - Tappist Munks - Outworld Brewing Cheryl - Please scan behind continuance request. Thanks Brian! Esther Gesick Clerk to the Board Sent from my iPhone On Sep 30, 2016, at 1:27 PM, Brian Fuller <bgfuller.outworld@gmail.com<mailto:bgfuller.outworld@gmail.com>> wrote: Hi Ester, A colleague who I thought might have been able to cover my absence from work for the hearing, has informed me that they cannot. Thus I enquired wether the hearing could be changed to a day when I am scheduled to be off work (10/10). Please let me know if this is an adequate explanation. Sincerely, Brian Sent from my iPhone On Sep 30, 2016, at 11:46 AM, Esther Gesick <egesick@co.weld.co.us <mailto:egesick@co.weld.co.us> > wrote: Hi Brian, We received Chloe's expressing your request for a continuance. Since you can't be present, please respond to this email explaining the need to postpone and your concurrence with the new date of October 10th. Thank you, Esther E. Gesick 1 Chloe Rempel From: Sent: To: Cc: Subject: Hi Brian, Esther Gesick Friday, September 30, 2016 11:47 AM Brian Fuller Chloe Rempel; Nicole Elgh FW: NEW Liquor License - Tappist Munks - Outworld Brewing We received Chloe's expressing your request for a continuance. Since you can't be present, please respond to this email explaining the need to postpone and your concurrence with the new date of October 10th. Thank you, Esther E. Gesick Clerk to the Board 1150 O Street P.O. Box 758/Greeley, CO 80632 tel: (970) 400-4226 861 •elf. Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Esther Gesick Sent: Thursday, September 29, 2016 8:41 AM To: Chloe Rempel <crempel@co.weld.co.us>; CTB <CTB@co.weld.co.us> Subject: RE: NEW Liquor License - Tappist Munks - Outworld Brewing I'll make note of it on Monday's Agenda. Esther E. Gesick Clerk to the Board 1150 O Street/P.O. Box 758JGreeley, CO 80632 tel: (970) 400-4226 1861 . brr0 U S X Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Chloe Rempel Sent: Wednesday, September 28, 2016 9:25 AM 1 To: CTB <CTB@co.weld.co.us> Subject: NEW Liquor License - Tappist Munks - Outworld Brewing Ladies, This had originally been continued to Monday, October 3, 2016, but the applicant cannot attend that meeting. Can we please continue it to Monday, October 10, 2016? Gracias, Chloe A. Rempel Deputy Clerk to the Board of Commissioners 1150 O Street Greeley, CO 80631 / PO Box 758 tel: 970-400-4225 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 Chloe Rempel From: Sent: To: Subject: Hello, Chloe Rempel Thursday, August 18, 2016 3:21 PM 'bgfuller.outworld@gmail.com' New Liquor License Application I have two date options for the Establishment of Neighborhood Weld County Board of Commissioner hearing. In this hearing, they will establish the neighborhood to be served, designate a commissioner to make an on -site inspection, and set the official hearing date concerning your application. You are not required to be there, but in case you wanted to attend, I selected two options for you to choose from. Does Wednesday, August 24th, 2016 or Monday, August 29th, 2016 work better for you? I am still awaiting your Sales Tax License/Number and need that in order to move forward. Also, I have good news and bad news. I contacted the State liquor office and reviewed their State Liquor Code, and learned that with a Brew Pub license, you can brew beer and serve it, and you can also serve other alcohol (wine, liquor, other brands of beer, etc) on the premises as long as you also serve food and your food sales make up at least 15% of overall sales. What is interesting is that you can also sell Growlers to -go as long as you brewed the beer, they are sealed, and they are labeled. In other words, you couldn't sell a Coors Growler to -go. The bad news is that you will not be able to sell or serve any alcohol at beer festivals. Breweries that sell at beer festivals have a manufacturing license (they only make and sell the beer -they do not serve beer or any food). I have included the State Liquor Code on Brew Pubs below. It can also be found on the State website. A brew pub license may be issued to any person operating a brew pub and also selling alcohol beverages for consumption on the premises. A brew pub licensed pursuant to this section to manufacture malt liquors or fermented malt beverages upon its licensed premises may, upon approval of the state licensing authority, manufacture malt liquors or fermented malt beverages upon alternating proprietor licensed premises within the restrictions specified in section 12-47-103 (4). Except as provided in paragraph (b) of this subsection (2), during the hours established in section 12-47-901 (5)(b), malt liquors or fermented malt beverages manufactured by a brew pub licensee on the licensed premises or alternating proprietor licensed premises may be: (I) Furnished for consumption on the premises; (II) Sold to independent wholesalers for distribution to licensed retailers; (III) Sold to the public in sealed containers for off -premises consumption. Only malt liquors or fermented malt beverages manufactured and packaged on the licensed premises or alternating proprietor licensed premises by the licensee shall be sold in sealed containers. (IV) Sold at wholesale to licensed retailers in an amount up to three hundred thousand gallons per calendar year. (b) A brew pub authorized to manufacture malt liquors or fermented malt beverages upon alternating proprietor licensed premises shall not conduct retail sales of malt liquors or fermented malt beverages from an area licensed or defined as an alternating proprietor licensed premises. (3)(a) Every person selling alcohol beverages pursuant to this section shall purchase alcohol beverages, other than those that are manufactured at the licensed brew pub, from a wholesaler licensed pursuant to this article or article 46 of this title; except that, during a calendar year, a person selling alcohol beverages as provided in this section may purchase not more than two thousand dollars' worth of: 1 (I) Malt, vinous, and spirituous liquors from a retailer licensed pursuant to section 12-47-407 or 12-47-408; (II) Fermented malt beverages from a retailer licensed pursuant to section 12-46-104 (1)(c). (b) The brew pub licensee shall retain evidence of each purchase of malt, vinous, and spirituous liquors from a retailer licensed pursuant to section 12-47-407 or 12-47-408 and each purchase of fermented malt beverages from a retailer licensed pursuant to section 12-46-104 (1)(c), in the form of a purchase receipt showing the name of the licensed retailer, the date of purchase, a description of the alcohol beverages purchased, and the price paid for the alcohol beverages. The licensee shall retain the receipt and make it available to state and local licensing authorities at all times during business hours. (4) A brew pub licensee shall sell alcohol beverages for on -premises consumption only if at least fifteen percent of the gross on -premises food and drink income of the business of the licensed premises is from the sale of food. For purposes of this subsection (4), "food" means a quantity of foodstuffs of such nature as is ordinarily consumed by an individual at regular intervals for the purpose of sustenance. (5)(a) It is unlawful for any owner, part owner, shareholder, or person interested directly or indirectly in a brew pub license to conduct, own either in whole or in part, or be directly or indirectly interested in any other business licensed pursuant to this article or article 46 of this title. (b) Notwithstanding paragraph (a) of this subsection (5), a person interested directly or indirectly in a brew pub license may conduct, own either in whole or in part, or be directly or indirectly interested in a license described in section 12- 46-104 (1)(c), 12-47-401 (1)(j) to (1)(t), 12-47-401 (1)(v), or 12-47-410 (1) or in a financial institution referred to in section 12-47-308 (4). If you have any further questions or concerns, please do not hesitate to contact me. Sincere regards, Chloe A. Rempel Deputy Clerk to the Board of Commissioners 1150 O Street Greeley, CO 80631 / PO Box 758 tel: 970-400-4225 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 DR 8404 (04/27/15) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Colorado Liquor Retail License Application 0 New License p New -Concurrent 0 Transfer of Ownership • AU answers must be printed in black ink or typewritten • Applicant must check the appropriate box(es) • Applicant should obtain a copy of the Colorado Liquor and Beer Code: www.colorado.gov/enforcementniquor • Local License Fee S 1. Applicant is applying as a/an ❑ Corporation ❑ Partnership (includes Limited Liability and Husband and Wife Partnerships) 2. Applicant If an LLC, name of LLC; if partnership, at least 2 partner's names; if corporation, name of corporation Tappist Munks, LLC 2a.Trade Name of Establishment (DBA) Outworld Brewing 3. Address of Premises (specify exact location of premises, include suite/unit numbers) 1725 Vista View Dr. B, C, D D Individual ❑✓ Limited Liability Company 0 Association or Other FEIN Number 47-3943503 State Sales Tax Number 3O 183 5(,'1-0o Business Telephone 301-529-7222 City Longmont 4. Mailing Address (Number and Street) 1725 Vista View Dr. B, C, D County Weld State CO ZIP Code 80504 City or Town Longmont State CO ZIP Code 80504 5. Email Address bgfuller.outworld@gmail.com 6. If the premises currently has a liquor or beer license, you must answer the following questions Present Trade Name of Establishment (DBA) Present State License Number Present Class of License Present Expiration Date Section A Nonrefundable Application Fees Section B (Cont) Liquor License Fees ❑ Application Fee for New License $ 600.00 0 Application Fee for New License w/Concurrent Review$ 700.00 ❑ Application Fee for Transfer $ 600.00 Section B Liquor License Fees ❑ Add Optional Premises to H & R $100.00 X Total 0 Add Related Facility to Resort Complex $ 75.00 X Total ❑ Arts License (City) $308.75 ❑ Arts License (County) $308.75 ❑ Beer and Wine License (City) $351.25 ❑ Beer and Wine License (County) $436.25 ❑ Brew Pub License (City) $750.00 0 Brew Pub License (County) $750.00 ❑ Club License (City) $308.75 ❑ Club License (County) $308.75 ❑ Distillery Pub License (City) $750.00 ❑ Distillery Pub License (County) $750.00 ❑ Hotel and Restaurant License (City $500.00 ❑ Hotel and Restaurant License (County) $500.00 ❑ Hotel and Restaurant License w/one opt premises (City) $600.00 ❑ Hotel and Restaurant License w/one opt premises(County) $600.00 0 Liquor Licensed Drugstore (City) $227.50 ❑ Liquor Licensed Drugstore (County) $312.50 ❑ Manager Registration - H& R $ 75.00 ❑ Manager Registration - Tavern $ 75.00 ❑ Master File Location Fee $ 25.00 X Total ❑ Master File Background $250.00 X Total ❑ Optional Premises License (City) $500.00 ❑ Optional Premises License (County) $500.00 ❑ Racetrack License (City) $500.00 ❑ Racetrack License (County) $500.00 ❑ Resat Complex License (City) $500.00 ❑ Resort Complex License (County) $500.00 ❑ Retail Gaming Tavern License (City) $500.00 ❑ Retail Gaming Tavern License (County) $500.00 ❑ Retail Liquor Store License (City) $227.50 0 Retail Liquor Store License (County) $312.50 ❑ Tavern License (City) $500.00 ❑ Tavern License (County) $500.00 ❑ Vintners Restaurant License (City) $750.00 ❑ Vintners Restaurant License (County) $750.00 Questions? Visit: www.colorado.gov/enforcement/liquorfor more information Do not write in this space - For Department of Revenue use only Liability Information License Account Number Liability Date License Issued Through (Expiration Date) Total 1 2016-3093 Application Documents Checklist and Worksheet Instructions: This checklist should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. Questions? Visit: www.colorado.gov/enforcementArquor for more information Items submitted, please check all appropriate boxes completed or documents submitted I. Applicant information A. Applicant/Licensee identified B. State sales tax license number listed or applied for at time of application C. License type or other transaction identified D. Return 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" iI B. Dimensions included (does not have to be to scale). Exterior areas should show type of control (fences, walls, entry/exit points, etc.) C. Separate diagram for each floor (if multiple levels) • D. Kitchen - identified if Hotel and Restaurant E. Bold/Outlined Licensed Premises III. Proof of property possession (One Year Needed) ■ A. Deed in name of the Applicant (or) (matching question #2) date stamped / filed with County Clerk ® B. Lease in the name of the Applicant (or) (matching question #2) • C. Lease Assignment in the name of the Applicant with proper consent from the Landlord and acceptance by the Applicant ■ D. Other Agreement if not deed or lease. (matching question #2) (Attach prior lease to show right to assumption) IV Background information and financial documents A. Individual History Records(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 (Copies to also be attached) V. Sole proprietor / husband and wife partnership • A. Form DR4679 • B. Copy of State issued Driver's License or Colorado Identification Card for each applicant VI. Corporate applicant information (if applicable) • A. Certificate of Incorporation dated stamped by the Secretary of State • B. Certificate of Good Standing • C. Certificate of Authorization if foreign corporation • D. List of officers, directors and stockholders of Applying Corporation (If wholly owned, designate a minimum of one person as Principal Officer of Parent) VII. Partnership applicant information (if applicable) • A. Partnership Agreement (general or limited). Not needed if husband and wife ■ B. Certificate of Good Standing (tf formed after 2009) VIII. Limited Liability Company applicant information (if applicable) ® A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office) B. Certificate of Good Standing C. Copy of operating agreement ■ D. Certificate of Authority if foreign company IX. Manager registration for hotel and restaurant, tavern licenses when included with this application • A. $75.00 fee ■ B. Individual History Record (DR 8404-I) • C. If owner is managing, no fee required 2 7. Is the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation) or manager under the age of twenty-one years? Yes No ■ 12 8. Has the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stockholders or directors if a corporation) or manager ever (in Colorado or any other state): (a) Been denied an alcohol beverage license? (b) Had an alcohol beverage license suspended or revoked? (c) Had interest in another entity that had an alcohol beverage license suspended or revoked? If you answered yes to 8a, b or c, explain in detail on a separate sheet. ■ 12 ■ 0 ■ 0 9. 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. 10. Are the premises to be licensed within 500 feet of any public or private school that meets compulsory education requirements law, or the principal campus of any college, university or seminary? Waiver Other: of Colorado by local ordinance? ■ GI or ■ ■ 11. Has a liquor or beer license ever been issued to the Limited Liability Company; or officers, stockholders current financial interest in said business including applicant (including any of the partners, if a partnership; members or manager if a or directors if a corporation)? If yes, identify the name of the business and list any any loans to or from a licensee. • SI 12. Does the Applicant, as listed on line 2 of this application, arrangement? have legal possession of the premises by virtue of ownership, lease or other Detail) 0 ■ ■ Ownership ❑ Lease ■ Other (Explain in a. If leased, list name of landlord and tenant, and date of expiration, exactly as they appear on the lease: Landlord Outworld Property Investments, LLC Tenant Tappist Munks, LLC Expires 5/30/2023 b. Is a percentage of alcohol sales included as compensation to the landlord? If yes complete question 13. ■ 12 c. Attach a diagram and outline or designate the area to be licensed (including dimensions) which shows the bars, brewery, walls, partitions, entrances, exits and what each mom shall be utilized for in this business. This diagram should be no larger than 8 1/2" X 11'. 13. 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. Last Name First Name Date of Birth FEIN or SSN Interest/Percentage Last Name First Name Date of Birth FEIN or SSN Interest/Percentage 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. 14. Optional Premises or Hotel and Restaurant Licenses with Optional Premises: Has a local ordinance or resolution authorizing optional premises been adopted? Number of additional Optional Premise areas requested. (See license fee chart) 15. 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 Pharmacy? If "yes" a copy of license must be attached. O ■ 16. Club Liquor License applicants answer the following: Attach a copy of applicable documentation (a) Is the applicant organization operated solely for a national, social, fraternal, patriotic, political or athletic purpose and not for pecuniary gain? (b) Is the applicant organization a regularly chartered branch, lodge or chapter of a national organization which is operated solely for the object of a patriotic or fraternal organization or society, but not for pecuniary gain? (c) How long has the club been incorporated? (d) Has applicant occupied an establishment for three years (three years required) that was operated solely for the reasons stated above? a a • • 17. Brew -Pub License or Vintner Restaurant Applicants answer the following: (a) Has the applicant received or applied for a Federal Permit? (Copy of permit or application must be attached) 0 ■ 18a. For all on -premises applicants. (If this is an application for a Hotel, Restaurant or Tavern License, the manager must also submit an individual History Record - DR 84041) Last Name of Manager Fuller First Name of Manager Brian Date of Birth 18b. Does this manager act as the manager of, or have a financial interest in, any other liquor licensed establishment in the State of Colorado? If yes, provide name, type of license and account number. Name Type of License Account Number 19. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners, officers, directors, stockholders, members (LLC) or managing members (LLC) and any other persons with a 10% or greater financial interest in 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. ■ 3 20. If applicant is a corporation, partnership, association or limited liability company, applicant must list all Officers, Directors, General Partners, and Managing Members. In addition, applicant must list any stockholders, partners, or members with ownership of 10% or more in the Applicant. All persons listed below must also attach form DR 8404-I (Individual History Record), and submit fingerprint cards to the local licensing authority. Name Brian G Fuller Home Address, City & State 8215 Cattail Dr. Niwot, CO 80503 DOB Position Owner %Owned 100 Name Home Address, City & State DOB Position % Owned Name Home Address, City & State DOB Position % Owned Name Home Address, City & State DOB Position % Owned Name Home Address, City & State DOB Position % Owned "" If Applicant is owned 100% by a parent company, *" Corporations - The President, Vice -President, *" If total ownership percentage disclosed here please list the designated principal officer on question #20 Secretary and Treasurer must be accounted for on question #20 (Include ownership percentage if applicable) does not total 100%, applicant must check this box: these disclosed herein, owns 10% or more of the applicant, and does not have ownership in a prohibited El Applicant affirms that no individual other than liquor license pursuant to Title 47 or 48, C.R.S. Oath Of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. I also acknowledge that it is my responsibility and the responsibility of my agents and employees to co ply with the provisions of the Colorado Liquor or Beer Code which affect my license. Authorized Sig n e n � Printed Name and Title Brian G Fuller Date 8-2-2016 Report and Approval of Local Licensing Authority (City/County) Date application filed with local authority Date of local authority hearing (for new license applicants; cannot be less than 30 days from date of application 12-47-311 (1) C.R.S.) The Local Licensing Authority Hereby Affirms that each person required to file including NCIC/CCIC check for to conduct, an inspection of affecting their class of DR 8404-I (Individual History Record) has: outstanding warrants the proposed premises to ensure that the applicant is in license • Been fingerprinted ■ Been subject to background investigation, That the local authority has conducted, or intends compliance with, and aware of, liquor code provisions (Check One) • Date of inspection or anticipated date • Will conduct inspection upon approval of state licensing authority The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 12, Article 46 or 47, C.R.S. Therefore, this application is approved. Local Licensing Authority for Telephone Number ■ Town, City ■ County Signature Print Title Date Signature (attest) Print Title Date 4 TT Online. Permits Online- Welcome to Permits Online https://www.ttbonline.gov/permitsonline/ I ALCOHOL AND TOBACCO TAX.1) U.S. Department al the Trw*a; Logged in as:B,is, filler 1 Collections (0; I Repons(16)+ I Account Management I Lcpout Home Alcohol Permits & Registrations Tobacco Permits & Firearms Registration Create a New Application I Scant, Von a AcRhcaions Record 20168RE-00811-0: Application for Brewery, Micro Brewery, or Brewpub Record Status: Review to Process Premise Location: 1725 Vista View DR UNIT BC,D Longmont Weld CO 00504 I o Record/Application Details Business Name: 473443503 / Tappist Monks, LLC "More Details (Click arrow to view details) @Other Contacts @ Record Detail information @ Record Information Table f Cash Bond Payments Upcoming You have not added any ,nspeaions. Click. the Link above to schedule or request one Completed ( > Status (Click arrow to view details) 1. Supporting Documents and Attachments (Click arrow to view details) t' Related Records/Applications (Click arrow to view details) Valuation Calculator Trust Account Information DEP_%RI?NEET or rim TREASURY Add to election e It you have difficulty accessing any Information in the site due to a dlsabWty, please contact us via email (Permits.OnheeOttb.por) end we will do our best to make the information aval4bk to you. To contact TfB for more Information or support in using the Penney Online system, please call 1-BSS-TTB-PONL (1-e$5-662-7065) or visit the Penmen Online Customer Support see for online resources and information. WARNING! THIS SYSTEM IS THE PROPERTY OF THE UNITED STATES DEPARTMENTOF TREASURY. UNAUTHORIZED USE OF THIS States IS STRICTLY PROHIBITED AND SUBJECT TO CRIMINAL AND CIVIL FINALITIES. THE DEPARTMENT MAY MONITOR, RECORD, AND AUDIT ANY ACTIVITY ON THE Pre tent AND SEARCH AND RETRIEVE ANY INFORMATION STORED WITHIN THE SYSTEM. BY ACCESSING AND USING THIS COMPUTER YOU ARE AGREEING TO ABIDE BY THE TIE RULES OF BEHAVIOR, AND ARE CONSENTING TO SUCH MONITORING, RECORDING, AND INFORMATION RETRIEVAL FOR LAW ENFORCEMENT AND OTHER PURPOSES USERS SHOULD NAVE NO EYPECTATION OF PRIVACY WHILE USING THIS Sr>, FM. 1 of 1 8/3/16, 2:06 AM TT}3 Onlihe-r Permits Online- Welcome to Permits Online https://www.ttbonline.gov/permitsonline/ Logged m asides Fuller I gonedmns :U I Reverts (16: v I Account Manaaema t I L000ul Home Alcohol Permits & Registrations Tobacco Permits & Firearms Registration Create a New Application j Search Your Applications Record 201&BRE-00B11-O: Application for Brewery. Micro Brewery, or Brewpub Record Status; Review in Process + Premise Location: 1725 Vista View DR Longmont Weld CO 00504 Record/Application Details Business Name: 47-3943503 f Tapp:st Monks, LLC +More Details (Click arrow to view details) °Other Contacts Business Headquarters information Tappist Hunks, LLC 1725 Vista See Gr unit R Longmont, CO, 80504 United States Primary Phone:720-545-2337 Alternate Phone:301-52a 7222 Cmail: bgfoiler.outworldt t}nail.cem Application Contact information Brian Gild. Fuller $215 Cattail Dr ti; w.^,; CC/, ACSUJ United Skates Primary Phone:301-529-7222 E-mail: hgfuller.ouxworld@gmail.tern © Record Detail information REASON FOR THE APPLICATION New Business: Change of Proprietorship - Ownership: Change of General Partner(s): APPUCATION INFORMATION Type of Organization: State Where Incorporated: Start Dab for New Business Upon Approval by TTB: Mailing Address information Brian hides Fuller 1725 Vista Urns Dr. Unit Longmont, CO, 80504 United States Primary Phone:720-545-2337 Alternate Phc.e:305-529-7222 E-mail .bgfu ner.outworld pg m ail. nom Yes No No Limited Lability Company CO Yes BREWERY OPERATION INFO Our brewery is a Brewery/Nicrobrewery: No Brewpub (Tanks): Yes Brewpnb (Bottles/Kegs): Yes Does the applicant own the land or building Yes comprising the brewery?: If yes, please provide us with the name and address of any mortgagee, or other person who hes a claim on the land or buildings comprising the brewery. If there is no mortgagee, or other claim on the land or buildings, please enter filet Applicable?, Bank of Estes Park 255 Park Lane P. 0. Box 2390 Estes Park, CO 80517 (970) 586-4485 Does the applicant own the equipment that Yes will be used in the operation?: Enter the Start Time of your 24 hour brewers 12:00 am business day if difersat than 12:00 API through 11;59 PM: BREWPUB STATEMENT We must separate the brewery operations (non -Dubuc area) from public area of the brewery premises by an adequate partition. Access to the brewery operations must be restricted to authorized visitors and employees only: The serving tanks as noted on our attached diagram are our tax -determined beer tanks: These tanks have a working capacity of approximately how many barrels/kegs: Capacity measured in: These tanks are accurately calibrated with appropriate measuring devices: We most transfer beer ready for consumption or sale from our femanters into en empty tax -determination tank for meesnrement by the approved measuring device: We will make prompt and accurate records of these transactions to determine tax due: Does the applicant plan to sell retail liquors outer then hoer?: Yes Yes 20 Barrels Yes Yes Yes Yes BREWERY INFORMATION Are yes a member of a controlled group?: No What is your estimated production in barrels Less than 60,000 per year?.: Provide a description of each tract of land that comprises the brewery by distance and directions. (LAND ONLY): Add to cotedion 2 of 3 8/2/16, 9:56 PM TTB Online -Permits Online- Welcome to Permits Online https://www.ttbonline.gov/permitsonline/ rxT. oEpART ul r wa• 9 It You haw difficulty accessing any Information in the sae due to a disability, please contact us via email tanondLp0Nne0th nor) and we will do our hest to make the mformltkm modish* to you. To contact T 8 for more Information or support In using the Permits Online system, please call 1-855-TTB-PONL (1-855-882-7865) or visit the Permits Online Customer support site for online resources and Information. WARNING) THIS SYSTEM I5 THE PROPERTY OF THE UNITED STATES DEPARTMENT OF TREASURY. UNAUTHORIZED USE OF THIS SYSTEM IS STRICTLY PROHIBITED AND SUBJECT TO CRIMINAL AND CIVIL PENALITIES THE DEPARTMENT MAY MONITOR. RECORD, AND AUDIT ANY ACTIVITY ON THE SroreM AND SEARCH AND RETRIEVE ANY INFORMATION STORED WITHIN THE Snr0M. BY ACCESSING AND USING THIS COMPUTER YOU ARE AGREEING TO ABIDE BY THE TM RULES OF BEHAVIOR, AND ARE CONSENTING TO SIGH MONITORING, RECORDING. AND INFORMATION RETRIEVAL FOR LAW ENFORCEMENT AND OTHER PURPOSES. USERS SHOULD HAVE NO EXPECTATION OF PRIVACY WHILE USING THIS SYSTEM. 3 of 3 8/2/16, 9:56 PM 08/03/2016 Weld County/Colorado Liquor License Application Packet - Brian G Fuller Tappist Munks, LLC Enclosed items: I. Applicant information a. Applicant identification - copy of Colorado DL b. DR 8404 - Colorado Liquor Retail License Application - Brew Pub c. CR0100 State sales tax license application d. Additional information i. 3 Letters of Reference ii. Copy of TTB application II. Diagram of the premises a. Licensed premises shown in red b. Licensed premises outlined in yellow c. Licensed premises outlined in yellow - access in red i. Floorplan of licensed premises with dimensions -1St floor ii. Entry/exit/access shown iii. Floorplan of licensed premises with dimensions - 2nd floor iv. Entry/exit/access points shown v. Licensed area - brewhouse and public/personnel access area -1St floor vi. Liquor/beer storage - 1st floor d. Access plan e. Security plan III. Proof of property possession a. Commercial Lease Agreement in the name of the Applicant - 7 year IV. Background information and financial documents a. DR 8404-I i. Explanation of Item 10 b. Fingerprints c. Personal investments i. Operating cash - Chase checking statements ii. Real estate equity 1. Property Bill of Sale d. List of notes and loans i. Copies of notes and loans V. n/a VI. n/a VII. n/a VIII. Limited Liability Company applicant information a. Copy of articles of organization b. Certificate of Good Standing c. Copy of operating agreement IX. n/a X. Check for fees (combined) a. For State and County Liquor License & Application fees b. For Sales Tax License Esther Gesick From: Nicole Elgh <nicole.outworld@gmail.com> Sent: Wednesday, August 03, 2016 7:47 AM To: Esther Gesick Cc: Brian Fuller Subject: Re: Weld County Liquor License Application Materials Attachments: Colorado Liquor License list of enclosed items.pdf Hi Esther, I believe that Brian may drop off the application packet to you today; I have attached a list of items that are included in the application. Thanks again, Nicole On Mon, Aug 1, 2016 at 11:59 AM, Esther Gesick <egesick@co.weld.co.us> wrote: Hi Nicole, Tomorrow at 11:00 will be fine. We'll look forward to seeing you then. Regards, Esther E. Gesick Clerk to the Board 1150 O StreetiP.O. Box 758IGreeley, CO 80632 tel: (970) 400-4226 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action 1 concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Nicole Elgh [mailto:nicole.outworld@gmail.com] Sent: Monday, August 01, 2016 11:32 AM To: Esther Gesick <egesick@co.weld.co.us> Subject: Re: Weld County Liquor License Application Materials Hi Esther, How would tomorrow (Tuesday) at 11 work for you? If that's too short a notice, Wednesday afternoon works fine. Thanks, Nicole On Fri, Jul 29, 2016 at 2:17 PM, Esther Gesick <egesick@co.weld.co.us> wrote: Additionally, I am available Monday afternoon, anytime Tuesday, and Wednesday afternoon, or I also have time the following week. Esther E. Gesick Clerk to the Board 1150 O StreetI P.O. Box 7581 Greeley, CO 80632 tel: (970) 400-4226 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 From: Esther Gesick Sent: Friday, July 29, 2016 2:16 PM To: 'Nicole Elgh' <nicole.outworld@gmail.com> Subject: RE: Weld County Liquor License Application Materials Thanks Nicole. Just one note - Weld County does not require a petition of the neighborhood, so you do not need to acquire the services of a consultant unless that is your business preference. Esther E. Gesick Clerk to the Board 1150 O StreetIP.O. Box 758IGreeley, CO 80632 tel: (970) 400-4226 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Nicole Elgh[mailto:nicole.outworld@gmail.com] Sent: Friday, July 29, 2016 1:44 PM To: Esther Gesick <egesick@co.weld.co.us> Subject: Fwd: Weld County Liquor License Application Materials Hi Esther, 3 Thank you for your assistance back in May. It has taken us a couple of months to move forward with our State and County liquor license applications. We submitted our TTB application in June, and would like to submit our State and County applications in August. To answer your questions, yes we'd like to pay the extra $100 for a concurrent review; and yes, we will be hosting events with dancing, but are not sure what qualifies as hosting a dance. We have not gotten the neighborhood liquor license petition yet, but plan to contract consultants to do that for us as soon as possible. Otherwise, have most of our materials prepared and would like to schedule an application review with you. We look forward to meeting with you to get the ball rolling once again. Regards, Nicole Elgh Project Manager, Tappist Munks, LLC Forwarded message From: Brian Fuller <bgfuller.outworld@gmail.com> Date: Tue, May 10, 2016 at 6:08 AM Subject: Fwd: Weld County Liquor License Application Materials To: Nicole Elgh <nicole.outworld@gmail.com> Sent from my iPhone Begin forwarded message: From: Esther Gesick <egesick@co.weld.co.us> Date: May 9, 2016 at 10:44:28 PM MDT To: "bgfuller.outworld@gmail.com" <bgfuller. outworld@gmail. corn> 4 Cc: Esther Gesick <egesick@co.weld.co.us> Subject: Weld County Liquor License Application Materials Hi Brian, First, let me apologize for a short staffing situation which prevented me from being able to send these documents to you sooner. I have prepared a printed set of the attachments and the fingerprint card which will be available for pickup if your schedule allows tomorrow. Please note: the fees will need to be made out on three separate checks: Colorado Department of Revenue, Weld County, and Colorado Bureau of Investigations (fingerprints). I will need to find out if you wish to pay an additional $100 for a concurrent review of your application at the State level to expedite the final approval, as well as if you intend to host any dances which is a $25 fee for an annual permit. Please review all of the attached items and let me know if you have any questions. For additional information, the link to the State website is: https://www. Colorado. gov/pacific/enforcement/apply-license-or- permit-liquor-enforcement-division I will be leaving at Noon tomorrow and will be back in the office on Thursday. When you are ready to submit, please contact me and we'll schedule a time to meet and review. Additionally, I did visit with your Attorney, Michael Carcaise, this afternoon and answered a few questions for his benefit. I look forward to working with you. Regards, Esther E. Gesick Clerk to the Board 1150 O StreetIP.O. Box 758IGreeley, CO 80632 tel: (970) 400-4226 5 DR 8404-I (03/13/15) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant or Tavern class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1. Name of Business Tappist Munks, LLC Home Phone Number 303-827-3770 Cellular Number 301-529-7222 2. Your Full Name (last, first, middle) Brian Gildas Fuller 3. List any other names you have used 4. Mailing address (if different from residence) 1725 Vista View Dr. Ste. B, C, D Email Address bgfuller.outworld@gmail.com 5. List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 8215 Cattail Dr. Niwot, CO 80503 10/28/13 Previous 2038 Shoreline Ct. Windsor, CO 80550 12/15/10 12/15/13 6. List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Banner Health Group 1801 16th Street, Greeley, CO 80631 Medical Director 11/12/10 7. 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 Licensee 8. Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,• furniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Yes No 9. 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 United States? (If yes, explain in detail.) Yes ►:4 No 10. 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 see attached explanation 11. Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (If yes, explain in detail.) Yes © No 12. Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.) ❑ Yes No Personal and Financial Information Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information required in question #13 is solely for identification purposes. 13a. Date of Birth b. Social Security Number c. Place of Birth Los Angeles, CA d. U.S. Citizen ► I Yes ❑ No e. If Naturalized, state where f. When g. Name of District Court h. Naturalization Certificate Number i. Date of Certification j. tf an Alien, Give Alien's Registration Card Number k. Permanent Residence Card Number I. Height 5'5" m. Weight 210 n. Hair Color Black o. Eye Color Black p. Gender Male q. Race Black r. Do you have a current Driver's License/ID? If so, give number and state. Yes ❑ No # 14. Financial Information. a. Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other. $ 1,526,000 b. List the total amount of the personal investment , made by the person listed on question #2, in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases or fees paid. $ 586,000 * If corporate investment only please skip to and complete section (d) ** Section b should reflect the total of sections c and e c. Provide details of the personal investment described in 14b. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Operating capital - cash Checking/Savings Chase Bank $286,000 Real estate down payment $275,000 Equipment $25,000 d. Provide details of the corporate investment described in 14 b. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Services or Equipment Loans Account Type Bank Name Amount e. Loan Information (Attach copies of all notes or loans) Name of Lender Address Term Security Amount JP Morgan Chase 200 E 7th St. Loveland CO 7 years Brewing equip. $109,000 Bank of Estes Park 255 Park Ln. Estes Park CO 10 years Real Estate $825,000 Chase INK Credit Line 200 E 7th St. Loveland CO Rev. credit line $6,000 Oath of Applicant I declare under pen fly of eri that this ap lication and all attachments are true, correct, and complete to the best of my knowledge. Authori Sign Print Signature Brian G Fuller Title 0 w VII r Date 08/02/16 In response to DR 840411 will attempt be as disclosing as possible. In 1980, at age 19, I was arrested at a rock concert in Los Angeles for possession of 0.1 gram of marijuana. Actual court documents from 1980 are not available. In 1983, I was convicted of driving under the influence of alcohol after leaving a laboratory party at the end of my third year in college. There were no further episodes for the next 20 years until approximately 10:30 pm on Friday November 14, 2003. After a long day at work, I was driving to Maryland with my family, moving with the flow of traffic, when an officer in rural Green County Virginia pulled over two cars, mine and the car traveling in the left lane next to me. The other driver was given a ticket and let go. I was not intoxicated and there were no accidents or injuries of any type. However, I was asked to perform a field sobriety test, which I passed. I was then asked to provide a field breath sample, which I did. I was asked to repeat the sample multiple times. After each sample the officer asked me to repeat the test. Eventually, I began to feel threatened and I refused to take any further tests because it appeared that the apparatus was defective. I was then arrested for driving under the influence of alcohol, charged with speeding (80mph in a 55mph zone), and refusal to provide a sample. At court on March 11, 2004, the DUI and refusal charges were dropped, and I was convicted of reckless driving. I paid a fine, had time served, and completed an ASAP program. I received a restricted license for a 6 -month period, which allowed me to drive to and from work. Since the November 2003 incident I have NOT been arrested or convicted of ANY crime other than traffic violations, nor am I under indictment or investigation of any type. A recent online background check revealed the following traffic related items that I include in the interest of disclosure. Driving on suspended license (7/21/2004): As described above, a charge of Reckless Driving in 2003 resulted in restrictions of my driving privileges for 6 months, commencing on March 10, 2004. I asked for a restricted license privilege to drive to and from my place of employment. Not being familiar with the Driving Order documentation, I did not notice that the court clerk mistakenly issued a "suspension" order rather than the court ordered "driving restriction" (see document 3/11/2004). On 7/21/2004, en route to my Maryland home during this period of restriction, I was stopped for exceeding the speed limit in rural Green county Virginia. The officer's routine check of my license showed that I had a suspended license. During the resulting court hearing (8/3/2004), the judge issued an Amended Order, dated August 4, 2004 to clarify that my license was "restricted" (as opposed to "suspended"). The judge chose to add an additional 10 days to my restriction citing the moving violation, and my failure to take earlier steps to clarify the status of my driver's license. On this occasion, my attorney accompanied me during the hearing for the amended order to ensure that the amended order (driving restriction rather than suspension) was indeed entered properly. It should be pointed out that in this instance, and in 2006 (below) when I was charged with driving with a suspended license, the "suspended" status resulted from clerical oversights, and I truly was unaware that my license status was in question. Let me make this clear - I would never knowingly operate a vehicle with a suspended license. Reckless Driving (2/27/2003): I was given a summons for the charge that I was driving 85 miles per hour in a 55 miles per hour zone along U.S. Rt. 66, a 6 lane major highway that passes though Fairfax County Virginia outside of Washington DC. There were several cars traveling at my rate of speed, some even exceeding it. However, I was pulled over and given a summons. I hired an attorney to contest these charges but on my day in court the officer who issued the summons did not appear. The charge of reckless driving (85 mph in a 55mph zone) was not prosecuted (Nolle Prosequi). Driving under suspension (1/1/2006): This charge of driving under revocation/suspension from 1/9/2006 was an erroneous charge resulting from an officer mistaking me for a different individual whose license was suspended. The judge signed an order dismissing the charge of "Driving Under Suspended License" on February 28, 2006. There are several individuals by the name of "Brian Fuller" living in and around the Charlottesville Virginia area and the officer issuing the speeding ticket was under the mistaken impression that my license status was "suspended." The judge simply ordered the charge "DISMISSED" after receiving confirmation that my license had not been suspended at the time I was stopped by the officer. Reckless Driving (3/7/2008): On March 7, 2008 I received a summons for the charge that I was driving 67 miles per hour in a 45 miles per hour zone along U.S. Rt. 29, a major north -south rural freeway in Virginia. There are several speed limit changes along this route, with speed limit zones alternating between 45 mph to 6o mph. In Virginia, anyone cited for driving more than 20 miles above the speed limit is charged with Reckless Driving (misdemeanor). The Reckless Driving citation that I received was paid by online on March 12, 2008 without a hearing. The payment comprised a fine of $110 (statutory payment of $5 per mph over speed limit) and fee to the court of $71 (which is for a court processing costs and miscellaneous local fees). COLORADO Bureau of Investigation Department of Public Safety Identification 690 Kipling Street, Suite 3000 Lakewood, CO 80215 303-239-4208 DATE 09/02/2016 SO WELD COUNTY RECORDS GREELEY 1950 "O" STREET GREELEY, CO 80631 RE: FULLER,BRIAN GILDAS DATE OF BIRTH: SOC: XXX-XX- No Colorado record of arrest has been located based on above name and date of birth or through a search of our fingerprint files. The Colorado Bureau of Investigation's database contains detailed information of arrest records based upon fingerprints provided by Colorado law enforcement agencies. Arrests which are not supported by fingerprints will not be included in this database. On occasion the Colorado criminal history will contain disposition information provided by the Colorado Judicial system. Additionally, warrant information, sealed records, and juvenile records are not available to the public. Since a record may be established after the time a report was requested, the data is only valid as of the date issued. Therefore, if there is a subsequent need for the record, it Is recommended another check be made. Falsifying or altering this document with the intent to misrepresent the contents of the record Is prohibited by law and may be punishable as a felony when done with intent to Injure or defraud any person. Sincerely, Michael S. Rankin, Director Colorado Bureau of Investigation 700 Kipling Street Suite 1000, Lakewood, CO 80215 cdpsweb.state.co.us John W, Hickenlooper, Governor I Stan Hilkey, Executive Director Page 1 of 1 Page 1 of 5 UNITED STATES DEPARTMENT OF JUSTICE FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES DIVISION CLARKSBURG, WV 26306 COCBI0000 ICN E2016246000000242005 TCN 014C0000447708 THE ENCLOSED RECORD DATED 2016/09/02, WITH THE FBI NO. 152475LC3 AND NGI CONTROL NUMBER (NCN) E20 16246000000242005 IS BEING PROVIDED AS THE RESULT OF CIVIL RETAIN IDENT TEN -PRINT SUBMISSION. A CRIMINAL HISTORY REQUEST NOTIFICATION(S) WAS SENT BY THE FBI TO THE FOLLOWING ORGANIZATIONS, EXCEPT FOR THOSE INDICATING THAT THE REFERENCED SUBJECT IS DECEASED. VIRGINIA - FBI - FBI/152475LC3 SINCE THIS RESPONSE CONTAINS NATIONAL FINGERPRINT FILE (NFF) AND/OR III PARTICIPANT STATE(S) REGULATED DATA THE RESPONSE MAY NOT BE COMPLETE. HOWEVER THE FBI MAINTAINED DATA FROM THE NON -RESPONDING III PARTICIPANT STATE(S) IS INCLUDED IN THE RESPONSE. COCBI0000 CO BUREAU OF INVEST COLORADO B OF I STE 3000 690 KIPLING ST DENVER,CO 80215-8001 UNITED STATES DEPARTMENT OF JUSTICE FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES DIVISION Page 2 of 5 CLARKSBURG, WV 26306 COCBI0000 ICN E2016246000000242005 THE FOLLOWING FBI IDENTIFICATION RECORD FOR 152475LC3 IS FURNISHED FOR OFFICIAL USE ONLY. THE TEN PRINT BIOGRAPHICS AS SUBMITTED IN THE ORIGINAL TRANSACTION ARE: NAME FULLER,BRIAN GILDAS DOB 1960/08/19 DESCRIPTORS ON FILE ARE AS FOLLOWS: NAME FULLER,BRIAN GILDAS SEX RACE BIRTH DATE HEIGHT WEIGHT EYES HAIR M B 505 210 BROWN BLACK BIRTH CITY BIRTH PLACE UNREPORTED CALIFORNIA PATTERN CLASS WU RS AU RS RS LS OTHER BIRTH SOCIAL DATES SCARS -MARKS -TATTOOS SECURITY MISC NUMBERS NONE NONE NONE ALIAS NAME(S) NONE END OF COVER SHEET UNITED STATES DEPARTMENT OF JUSTICE FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES DIVISION CLARKSBURG, WV 26306 COCBI0000 ICN E20 16246000000242005 BECAUSE ADDITIONS OR DELETIONS MAY BE MADE AT ANY TIME, A NEW COPY SHOULD BE REQUESTED WHEN NEEDED FOR SUBSEQUENT USE. Page 3 of 5 THIS RECORD IS SUBJECT TO THE FOLLOWING USE AND DISSEMINATION RESTRICTIONS UNDER PROVISIONS SET FORTH IN TITLE 28, CODE OF FEDERAL REGULATIONS (CFR) SECTION 50.12, BOTH GOVERNMENTAL AND NONGOVERNMENTAL ENTITIES AUTHORIZED TO SUBMIT FINGERPRINTS AND RECEIVE FBI IDENTIFICATION RECORDS MUST NOTIFY THE INDIVIDUALS FINGERPRINTED THAT THE FINGERPRINTS WILL BE USED TO CHECK THE CRIMINAL HISTORY RECORDS OF THE FBI. IDENTIFICATION RECORDS OBTAINED FROM THE FBI MAY BE USED SOLELY FOR THE PURPOSE REQUESTED AND MAY NOT BE DISSEMINATED OUTSIDE THE RECEIVING DEPARTMENT, RELATED AGENCY OR OTHER AUTHORIZED ENTITY. IF THE INFORMATION ON THE RECORD IS USED TO DISQUALIFY AN APPLICANT THE OFFICIAL MAKING THE DETERMINATION OF SUITABILITY FOR LICENSING OR EMPLOYMENT SHALL PROVIDE THE APPLICANT THE OPPORTUNITY TO COMPLETE, OR CHALLENGE THE ACCURACY OF, THE INFORMATION CONTAINED IN THE FBI IDENTIFICATION RECORD. THE DECIDING OFFICIAL SHOULD NOT DENY THE LICENSE OR EMPLOYMENT BASED ON THE INFORMATION IN THE RECORD UNTIL THE APPLICANT HAS BEEN AFFORDED A REASONABLE TIME TO CORRECT OR COMPLETE THE INFORMATION, OR HAS DECLINED TO DO SO. AN INDIVIDUAL SHOULD BE PRESUMED NOT GUILTY OF ANY CHARGE/ARREST FOR WHICH THERE IS NO FINAL DISPOSITION STATED ON THE RECORD OR OTHERWISE DETERMINED. IF THE APPLICANT WISHES TO CORRECT THE RECORD AS IT APPEARS IN THE FBI'S CJIS DIVISION RECORDS SYSTEM, THE APPLICANT SHOULD BE ADVISED THAT THE PROCEDURES TO CHANGE, CORRECT OR UPDATE THE RECORD ARE SET FORTH IN TITLE 28, CFR, SECTION 16.34, - FBI IDENTIFICATION RECORD - WHEN EXPLANATION OF A CHARGE OR DISPOSITION IS NEEDED, COMMUNICATE DIRECTLY WITH THE AGENCY THAT FURNISHED THE DATA TO THE FBI. END OF PART 1 - PART 2 TO FOLLOW UNITED STATES DEPARTMENT OF JUSTICE FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES DIVISION CLARKSBURG, WV 26306 COCBI0000 ICN E2016246000000242005 PART 2 - FBI IDENTIFICATION RECORD - FBI NO.-152475LC3 NAME FBI NO, DATE REQUESTED FULLER,BRIAN GILDAS 152475LC3 2016/09/02 SEX RACE BIRTH DATE HEIGHT WEIGHT EYES HAIR M B 1960/08/19 510 185 BRO BLK BIRTH PLACE Page 4 of 5 CALIFORNIA PATTERN CLASS CITIZENSHIP WU RS AU RS RS LS UNITED STATES RECORD UPDATED 2016/09/02 ALL ARREST ENTRIES CONTAINED IN THIS FBI RECORD ARE BASED ON FINGERPRINT COMPARISONS AND PERTAIN TO THE SAME INDIVIDUAL. THE USE OF THIS RECORD IS REGULATED BY LAW. IT IS PROVIDED FOR OFFICIAL USE ONLY AND MAY BE USED ONLY FOR THE PURPOSE REQUESTED. THE FOLLOWING RECORD PERTAINS TO SID/VA1665314] VIRGINIA CRIMINAL RECORD 09/02/2016 PART 1 SID: 152475LC3 NAMES RECORDED IN VIRGINIA FILES: SEX RACE DATE OF BIRTH FULLER BRIAN GILDAS M B 08/ WEIGHT EYES HAIR SCARS/MARKS/TATTOOS 5'10" 185 BRO BLK LAST REPORTED ADDRESS: 144 MIMOSA CT CHARLOTTESVILLE, VA 22902 PLACE OF BIRTH: CALIFORNIA SOCIAL SECURITY NO(S): 564- CASE DATE CHARGE/DISPOSITION PD CHARLOTTESVILLE 01/27/2006 FINGERPRINTED ORI:VA1020000 CHARGED WITH #001 MSDMNR 19.2-128 FTA-5020-M1 OTN:540GT0600031001 FAIL TO APPEAR ON MISDEMEANOR CHARGE CHARLOTTESVILLE 01/24/2006 CHARLTSVLE GEN DIST 02/28/2006 GUILTY ORI:VA102011J 19.2-128 FTA-5020-M1 CCN:540GT0600031001* FAIL TO APPEAR ON MISDEMEANOR CHARGE WAIVED ATTORNEY DCN:045818S *DISPOSITION ELECTRONICALLY TRANSFERRED BY COURT OF JURISDICTION Page 5 of 5 RECORD AUTOMATED: 01/27/2006 LAST RECORD UPDATE: 04/10/2006 ALL ARREST ENTRIES CONTAINED IN THIS RECORD ARE BASED ON FINGERPRINT COMPARISON AND PERTAIN TO THE SAME INDIVIDUAL. *** CAUTION *** THIS RESPONSE IS BASED ON COMPARISON OF REQUESTOR FURNISHED INFORMATION AGAINST DATA CONTAINED IN THE FILES OF THE VIRGINIA STATE POLICE CRIMINAL RECORDS EXCHANGE ONLY AND DOES NOT PRECLUDE THE EXISTENCE OF OTHER CRIMINAL HISTORY INFORMATION WHICH MAY BE CONTAINED IN THE REPOSITORY OF OTHER LOCAL, STATE OR FEDERAL CRIMINAL JUSTICE AGENCIES. CHANGES TO THIS RECORD MAY BE IN PROCESS. A NEW INQUIRY SHOULD BE MADE FOR SUBSEQUENT USE. THE RECIPIENT(S) IS RESPONSIBLE FOR MAINTAINING AN AUDIT TRAIL OF ALL SECONDARY DISSEMINATION OF ANY OF THIS INFORMATION. THIS RESPONSE MAY ONLY BE USED FOR PURPOSES OF THE HOUSING OPPORTUNITY PROGRAM EXTENSION ACT OF 1996 PUBLIC LAW 104-120. *** UNAUTHORIZED DISSEMINATION WILL SUBJECT THE DISSEMINATOR TO CRIMINAL AND CIVIL PENALTIES. *** THIS IS A SINGLE -SOURCE RECORD. NO ADDITIONAL CRIMINAL HISTORY INFORMATION IS INDEXED IN NCIC-III FOR OTHER STATE OR FEDERAL OFFENSES. BASED ON FBI NUMBER ONLY END OF RECORD Paul Ramirez 6426 S. Halm Avenue Los Angeles, CA 90056-2230 Cell: (310) 417-4060 May 28,2016 Julie Kozad Commissioner District 2 Weld County Board of Commissioners 1150 O Street P.O. Box 758 Greeley, CO 80632 Phone: (970) 336-7204 Fax: (970) 336-7233 x4021 Email: jkozad@weldgov.com Dear Commissioner Kozad, I am writing this character reference for Brian Fuller who is applying for a Beer and Liquor License in Weld County so that he can open a brewpub at 1725 Vista View Dr. B, C, D, Longmont, CO 80504. I am a retired aerospace engineer and a longtime friend of Brian's parents and family. I have known Brian for his entire life, and I am happy to provide this reference letter on his behalf. I have known Brian to be a warm and conscientious person of good character. He is aware of the moral and legal obligations that come with owning an establishment that makes and serves alcoholic beverages. He is a considerate, respectful and careful individual whom I believe will responsibly and conscientiously follow all local, state and federal liquor -related laws and regulations required of individuals issued a Beer and Liquor License in Weld County, and will make an excellent owner and manager of the brewpub he is looking to open. Thank you for your consideration, Paul Ramirez Rick Koentopp Remax/Alliance 4703A Boardwalk Dr. Fort Collins, CO 80525 C: (970) 222-4841 Email: rkoentopp@remax.net May 13, 2016 Julie Kozad Commissioner District 2 Weld County Board of Commissioners 1150 O Street P.Q. Box 758 Greeley, CO 80632 Phone: (970) 336-7204 Fax: (970) 336-7233 x 4021 Email: ikozad@weldgov.com Dear Commissioner Kozad, I am writing this character reference for Brian Fuller who is applying for a Beer and Liquor License in Weld County so that he can open a brewpub at 1725 Vista View Dr. B, C, D, Longmont, CO 80504. I am Brian's home traitor and a family friend. Brian has been my client for over five years and I am happy to provide this reference letter on his behalf: I have known Brian to be a warm and conscientious person of good character. He is aware of the moral and legal obligations that come with owning an establishment that makes and serves alcoholic beverages. He is a considerate and respectful individual whom I believe will responsibly and conscientiously follow all local, state and federal liquor -related laws and regulations required of individuals issued a Beer and Liquor License in Weld County, and will make an excellent owner and manager of the brewpub he is looking to open. Thank you fofyour «+ nsideration, Ric Koentopp Remax/Alliance Fort Collins, Colorado Scott Rodgers 1011 Pratt Street Longmont, Colorado 80501 (303) 408-2942 May 20, 2016 Julie Kozad Commissioner District 2 Weld County Board of Commissioners 1150 O Street P.O. Box 758 Greeley, CO 80632 Phone: (970) 336-7204 Fax: (970) 336-7233 x 4021 Email: ikozad(a,weldgov.com Dear Commissioner Kozad, I am writing this letter of support for Brian Fuller who is applying for a Beer and Liquor License in Weld County so that he can open a brewpub at 1725 Vista View Dr. B, C, D, Longmont, CO 80504. I am the owner of a custom stonework company in Longmont and I am happy to provide this character reference on Brian Fuller's behalf. I have known Brian for over two years and I know him to be a responsible person who is disciplined in his ways. He is aware of the moral and legal obligations that come with owning a brewpub. I believe he will be conscientious in following the laws related to making and serving beer and alcohol. I am confident that he will make an excellent owner and manager of a brewpub'in the Longmont establishment he is looking to open. Thank you/or your consideration, • Scott Rodgers is uctr415P Ppets4 isms ?au Mc&rceD pKtayrs€; 3lcd. T-IJX4C ticv%v 411S- d fit5 Lis wirLever 1,Kzmto Iv krits3 �- UctNcO -Mass Pct - U4UOiS ict-l'�Lix. 7rMC &S4 ?&4n g - ctwti—rq p&MaJ I z l (4) 'Q (d) 'flab - 2S4 (eta) VISOS 03 cnol4 e 203 311f1S MAW ► IVI$ 1 6O( B26 lace roil rod; iLJ c- Li ..fs i r k {•1•-Z *vTh:5� '• r_?3L1 aL •\t T 221 C'� ALf s. TIN Sir C .C .. .. - 3aS I Is a tn z 5 O O U 0 Lai Li .a. a La 41- at ~OZCe 4 2 P +J F- k-2 V tr Y Ili --0-± x o fl 4 rn Z {+s C., 4 C x ih lv �xMF'N Cc aat- 0 O tabor- rat t,, ti vl la in 3 LW16211'6 a oo 14. SL ilea Y {} vt ▪ 1-itaO Q - UM J � LEGAL DESCRIPTION: OWNER'S CERTIFICATE: Y. 40, • :AI tits 4Y. a ` — ct: b --cu, a ci §tiVi l5' • o i? x 53etk,it 4,60111: omin Aa <oi n V'1 9 Q x a a z COLORADO LIMITED LIABIUT' COMPMIYf die i ACKNOWLEDGMENT: z * 2 {A J m r �- lz 4 tR ig O, !ceR tit a a ; jet gctfl A t 3 t�J1jp�{J� L , U V . li¢tx1*-f !FP Ka O w v -yC� Let OX ov Vet" !I1 5 7G Q GG4��,U _c a ` }i OX ti 2 6 4- WOfr L.; J r W toQ - twin a, fi z oymt g ti okz 0 COMMON ELEMENTS A r SURVEYOR'S CERTIFICATE: <i 3c 9 ct W Xte yptyyL.. v S � o Ci a,t on C t2 lgig trtr n ` C. ire.; 44I-.Att .146 ess 4t" 3 at th U 1 T { _ artt: c2 fa r • 1 I I I I p t lor • / s g J .. I I I / I I4 LOT 3, BLOCK �1- a Cat rj Z F - Q d 175 .1 Q to CC 0 (n/ate V Q T O CC M , O tl 3 c C' C, U UU4 U U stake 4 L0'0S1 t� mama oft•mw M ,TO -OS l U N F Ofqceg q r�aU w t ;� ii W 8 O t • I O M I (oo11SMYl8 �O 3SYA1 3,t4 Cf.t I LOT 5, BLOCK 1 45 lv St� *zanF. (•,LAsrr. CAP Ls 134.6 Y. • REGO ALUM CAP 1O' 'NC LS 13446 2 O I I I { l I I I 1 8 S • w rR w • wrs • Ct f N • • Z-1 i 1 • • • J E —3. I • -+ o -.n .o-.sz G I Ltr b OUTWORLD 9 0 I I . 0 !"1 W J W J 0 I N M M www.rbbarchitects.com ARCHITECT • 315 East Mountain Ave PROJECT #: 1610 Fort Collins, CO 80524 T - 970.484.0117 DATE: 5/27/2016 F - 970.484.0264 m FM W cc V) U w T' ry h N F- 1 ADDITIONAL STORAGE BRITE TANK RACK LL r tx W 3. LL g ._ a ___..— 1 a is L; I I11 „Z /t L-,Zt S. 7 n gnd on o o1 -AV9 •..• i r I O D N “Zit 9-1Z • 4 8' 0" PLATFORM w N Co N 3 11 8' 0" CEILING I _ Itz/t o-az OUTWORLD .6-SZ W J M Q www.rbbarchitects.corn ARCHITECT 315 East Mountain Ave Fort Collins, CO 80524 T - 970.484.0117 F - 970.484.0264 m 0 S I ICD 1 a S Y 4 4 :fp re 1r six eifi 4d: r I Of beffiti ilissesirsr.s.sr.......eW.—.,,.-r -z —Se— ti il Nr, e 4 4Q eVn Zs N NA ii n i .,„„0„1 i' ..».. ... .. �......,.....�..- ........,...,..«.._........./......., ..Iar..w.......wW._........... rj..e....e....,i...n..w_e..c*.S...»s..:,..... _.. P I r L Wa -Acct 4 va.F.m xw+so0•00(4ti..ras.w b:r�dtiar - a • AI:Ikiv:S +,owaa It w mw.k. 'A f It L I 4 tz. Steid gal r— t .2t, (.3 I' ,r�,Apr.q..,:,..�.....,�.-,,,.-,...,.r..,,�• . n%rti' 1►pi • A +v dg p N A S 3 r• RA Ladder ID 0, -� I I'M i I I I I I HS l II / Mop sink 3 comp sink. existing Clean dish L d / existing Soiled dish Dish table L �' ti Chem cal table, w/ machine, — stor a (syncy high temp Vegetable A Clean utensil storage sink prep 111 11111111111, 1 di i11J11111IIIIIII1111 IIIIIIIIIIIIII ,L111 ILI III III III 2472 111111 1111 11111 IIII 11111111 2472 1 111111111 r 1 11 III IIIIIIIIIIIIIIIIIIIIII Ho Hu noIIIIIIIIIIIIIIIIIIIIII 111111 IIII ng I— I I Work Main fire -, wee ��I , ,,, r% Range w/ i— r��I I table I H I I kitchen - 1 � salamander IDIIIIIIII I- . .. .. I�11 I walk in I t i /` footer tent i ,r� � p � r��l�ll�ll�l I �-=J'-' i L A L J food I I Charbroier Griddle Fryers Smoker -hyerrump I I Rotisserie w/ station = Tapas :onvection prep Cold prep table i Hot food table. O O Q O Oct) 'a.Freezer oven below T -0-0sous. stew, j, 0- J �i t �1 1 t, t it 1� =N-= I l- ❑IDLO IDJ flit FijiIIDi I• nit t e —— f t tl J � U I ■ e t r t1 existing b— 4 111 IIIIIIIIII Ice .2436 machine �JIIIIIIIII_ _ _ Server pick up Y Pa"°y shelvingServer 'r Soiled dish transfer carts D N table p ii Refrigerator I� �I� II —,— �L II JJ I 6 Fr o OOOO me a to me me OOOOOO • • • 0 (21 O A) The areas off limits to public access are indicated by the black and red diagonal lines. The area to be used for Tap room/Tavern is free of diagonal lines, and is outlined in blue on Brewpub diagram -1. The Tap Room/Tavern is bounded by: the bar on its North side; the brewery on its North - East end; the East wall with its roll down doors to the back of the Tap Room; and the South wall that separates the brewpub from Unit A. The tavern tap room merges with the lobby/foyer to the West (see Brewpub diagram -1). B) The areas that are accessible to the public are the lobby/foyer, tap room/tavern and with future renovation, a first floor dining room and bar on the mezzanine level. To all other areas (i.e. those designated by diagonal lines in Brewpub diagram -1) including the kitchen, bussing and brewery premises, there will be NO public access, or limited public access via guided tours. C) Public access to the brewing areas will be prevented by walls separating the brewery from the bar and tap room areas. Key card access doorways will separate the area behind the bar (where no public is allowed) from the brewery. In addition to physical barriers, enforced "behind the bar" perimeters, and key card access, the bar and brewery will be monitored via video surveillance. External entrances to the brewery on the East end of the building will require card key access, as will entrance to the brewery from the "bussing hallway". 0) Beer for tax determination will be stored in individually numbered and labelled ("for tax determination") brite tanks (see Brewpub diagram -2). Volumetric measurement will be performed via an in line electronic flow meter during brite tank filling, and checked against an on -tank glass sight gauge. E) Flow meters and sight gauges must be accurate and within 0.5% each other and calibration standards. Flow meters and sight gauges will be calibrated weekly, and results of calibration will be cataloged. Records will include: 1) Date of test; 2) Identity of meter and measuring device, 3) results of tests, 4) corrective action taken if necessary. Tax determined beer will be stored in our production cold room (cold room 1, see Brewpub diagram -2). Daily survey of kegged or packaged beer in cold -room 1 will be compared to recorded measurements of tax determined brite tanks to insure that all TD beer will be distributed for sale (on or off -site), and to document that proper tax is being collected on beer destined for distribution. Contents of cold room 1 will be monitored via a bar code generated beer distribution log. Beer removed from cold room 1 for onsite sales will be scanned and designated or cataloged as "onsite sales", and its destination at Outworld will be further cataloged as: Tap room, Bistro, or Bar. Beer removed from cold room 1 for off -site sales will be scanned and cataloged as "offsite sale" with the precise destination of the keg (or case), beer type, and volume of beer cataloged upon removal from cold room 1. F) Beer on tap stored in cold room 2, or on tap in the Bistro or Bar areas will not be surveyed against brite tank records. Security Plan - Outworld Brewing - 1725 Vista View Drive B, C, D Tappist Munks, LLC has established the following security plan to secure the premises of Outworld Brewing brewpub at 1725 Vista View Dr. B, C, D, Longmont, CO 80504: 1. Exterior door locks - commercial deadbolt on front doors, locks on aluminum overhead loading doors - card key access 2. Exterior security cameras covering perimeter of premises and entry/access areas 3. Interior door locks - card key access 4. Interior security cameras at entrance and storage areas 5. Interior motion detectors 6. Monitored security alarm system - Metro 7. Locked cold storage for beer - card key access 8. Locked climate -controlled storage for wines - card key access 9. Locked storage for liquor - card key access 10. Locked storage for sensitive and confidential documents such as employee health records, financial records, and the like - keypad access g i vt calEft ro�' �M .,m�a� red V -O 1% "'eN 'tjthris9 kat4 409 loN 44.4d Glg Prj )0'4113 teals liocic rarer f tani 4 3I 0 L._. gar tee SINS W 11)O0 1N3WdO13A30 NDIS30 'N /...�t., I. 1 ~� S GUARORAR a 4 O W ] ... w .. I /JhWNO / t • 0 O <Nap G7 C5 < ]1 g IC OrfiggiV 'I ir gyp•.' MM'O'M) •tQ_ ; h............e I I C 11: .w a • : t,Y:.V.Vf.. ,•;, v:Y-1 101:4' :It. 1•:111]:: IIIk1I :tf: •If•i: ,: .:ii:,li:• .ter:•,.. rt.. ,•..r]. .:]1: ,:.1121l,,: . ill,. 'Iti: 1: 111 ]11: ra. Y'.w.... yw..v. �. ,vr:v1'•urJ ••'•i Nvvt',. 015:1'? 1 :till ::.,:t::: ,]t. •14.l.:A. • ]t.vf., rtvC It1/•1.: ., •111: 1111:1:•1 1111O nataxw]y : JA1at.t. 11:>]n.I>it I::,,:1:.: ]•:nt. It.: I:i1;(:..I•• 1•:11:1::. a 00000000Q FLOOR PLAN - LEGEND Y I I P0S08 O0V8O1OD /1NOWDNOl 3AIM4 M3IA VISIA SZLI DNIM3219 aiuoivano I nl vtlll thi • O N /.. en 1 t I 1 {i t3 y. lsauvw+Iaaralla1roa A G • \tom 4— N vO / — / / :I.:'Il:I.::t• :11: Stl:-Sl 1:: 41tittt*44414' :hi; IIt%:111: :%11:11?1:111: i4N414p49414 •il i lSi,,: •f 1:1h1Ia1:: 111 4•4'1' :112,1 l<Il:ill :tl:tu•:Intl: 444444S40141 •I11 it :Il111,::1(.1: r m ) a' a_ r Ivey r I I O ' ILO Ib 1 1O tD O O ,r 1O :o IO ;O ' O.' f ,O ;O II :O ' '0 ,O 1 i :O � O ./ O , 0 IQ I O i lo: -_'h I i/• I "../----"*." \\ �/ 1I 1 2 t III ,....,,,,/i IA I.,,.....„,, `tom,—/ ! I ... v. I,? I. I l' wit : ' I 1 qs I ,. - I� ; - _ • \, 1 i t ] I I ' II II 1 1: w // I %%. - • /e ,'—` II \I I I I I %i Si / , / t�.._. •�-_- I 1 f 4 .4 J uvd 1012 • Vim Et`• & stoz/ 6 ..... Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us. ABOVE SPACE FOR OFFICE USE ONLY Statement of Trade Name of a Reporting Entity filed pursuant to §7-71-103 and §7-71-107 of the Colorado Revised Statutes (C.R.S) 1. For the reporting entity delivering this statement, its ID number, true name, form of entity and the jurisdiction under the law of which it is formed are ID Number 20151199440 (Colorado Secretary of State ID number) True name Form of entity Jurisdiction Tappist Munks, LLC Limited Liability Company Colorado 2. The trade name under which such entity transacts business or conducts activities or contemplates transacting business or conducting activities in this state is Outworld Brewing 3. A brief description of the kind of business transacted or activities conducted or contemplated to be transacted or conducted in this state under such trade name is Brewpub 4. (If the following statement applies, adopt the statement by marking the box and include an attachment.) nThis document contains additional information as provided by law. 5. (Caution: Leave blank f the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document are (mm/dd/yyyy hour: minute am/pm) Noticc: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual's act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered. TRDNM RE Page 1 of 2 Rev. 12/01/2012 6. The true name and mailing address of the individual causing this document to be delivered for filing are Fuller Brian (Last) 8215 Cattail Dr. (First) (Midelle) (Sufi) (Street number and name or Post Office Box information) Niwot CO 80503 (City) (State) (Postal/Zip Code) United States . (Province — if applicable) (Country — if not US) (If the following statement applies, adopt the statement by marking the box and include an attachment.) n This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s). TRDNM RE Page 2 of 2 Rev. 12/01/2012 Operating Agreement of Tappist Munks, LLC, a Member -Managed Limited Liability Company A. PRELIMINARY PROVISIONS 1. Effective Date This Operating Agreement of Tappist Munks, LLC, effective as of the date signed by all members, is adopted by the members whose signatures appear at the end of this agreement. 2. Formation This limited liability company (LLC) was formed by filing its Articles of Organization with the Colorado Secretary of State. The legal existence of this LLC commenced on the date of such filing. A copy of this organizational document will be placed in the LLC's records book. 3. Name The formal name of this LLC is as stated above. However, this LLC may do business under a different name by complying with Colorado's fictitious or assumed business name statutes and procedures. 4. Registered Office and Registered Agent The registered agent and/or office of this LLC may be changed from time to time as the members may see fit, by filing a change of registered agent or office statement with the Colorado Secretary of State. S. Business Purpose The specific business purposes and activities contemplated by the founders of this LLC at the time of initial signing of this agreement consist of the following: This LLC is a beer producer and brewpub operator focusing on craft beer production and promotion It is understood that the foregoing statement of powers shall not serve as a limitation on the powers or abilities of this LLC, which shall be permitted to engage in any and all lawful business LLC Operating Agreement — Page 1 activities. If this LLC intends to engage in business activities outside the state of its formation that require the qualification of the LLC in other states, it shall obtain such qualification before engaging in such out-of-state activities. 6. Duration of LLC The duration of this LLC shall be perpetual. However, this LLC shall terminate when a proposal to dissolve the LLC is adopted by the membership of this LLC or when this LLC is otherwise terminated in accordance with law. B. MEMBERSHIP PROVISIONS 1. Nonliability of Members No member of this LLC shall be personally liable for the expenses, debts, obligations, or liabilities of the LLC, or for claims made against it. 2. Reimbursement for Organizational Costs Members shall be reimbursed by the LLC for organizational expenses paid by the members. The LLC shall be authorized to elect to deduct organizational expenses and start-up expenditures ratably over a period of time as permitted by the Internal Revenue Code and as may be advised by the LLC's tax advisor. 3. Management This LLC shall be managed exclusively by all of its members. 4. Members' Capital Interests A member's capital interest in this LLC shall be computed as a fraction, the numerator of which is the total of a member's capital account and the denominator of which is the total of all capital accounts of all members. 5. Membership Voting Except as otherwise may be required by the Articles of Organization, other provisions of this Operating Agreement, or under the laws of this state, each member shall vote on any matter submitted to the membership for approval by the managers of this LLC in proportion to the member's capital interest in this LLC. Further, unless otherwise stated in another provision of this Operating Agreement, the phrase "majority of members" means a majority of members whose combined capital interests in this LLC represent more than 50% of the capital interests of all members in this LLC, and a majority of members, so defined, may approve any item of business brought before the membership for a vote unless a different vote is required under this LLC Operating Agreement — Page 2 Operating Agreement or under state law. 6. Compensation Members shall not be paid as members of the LLC for performing any duties associated with such membership. Members may be paid, however, for any services rendered in any other capacity for the LLC, whether as officers, employees, independent contractors, or otherwise. 7. Members' Meetings The LLC shall not provide for regular members' meetings. However, any member may call a meeting by communicating his or her wish to schedule a meeting to all other members. Such notification may be in person or in writing, or by telephone, facsimile machine, or other form of electronic communications reasonably expected to be received by a member, and the other members shall then agree, either personally, in writing, or by telephone, facsimile machine, or other form of electronics communication to the member calling the meeting, to meet at a mutually acceptable time and place. Notice of the business to be transacted at the meeting need not be given to members by the member calling the meeting, and any business may be discussed and conducted at the meeting. If all members cannot attend a meeting, it shall be postponed to a date and time when all members can attend, unless all members who do not attend have agreed in writing to the holding of the meeting without them. If a meeting is postponed, and the postponed meeting cannot be held either because all members do not attend the postponed meeting or the nonattending members have not signed a written consent to allow the postponed meeting to be held without them, a second postponed meeting may be held at a date and time announced at the first postponed meeting. The date and time of the second postponed meeting shall also be communicated to any members not attending the first postponed meeting. The second postponed meeting may be held without the attendance of all members as long as a majority of the capital interests of the membership of this LLC is in attendance at the second postponed meeting. Written notice of the decisions or approvals made at this second postponed meeting shall be mailed or delivered to each nonattending member promptly after the holding of the second postponed meeting. Written minutes of the discussions and proposals presented at a members' meeting, and the votes taken and matters approved at such meeting, shall be taken by one of the members or a person designated at the meeting. A copy of the minutes of the meeting shall be placed in the LLC's records book after the meeting. LLC Operating Agreement — Page 3 8. Membership Certificates This LLC shall be authorized to obtain and issue certificates representing or certifying membership interests in this LLC. Each certificate shall show the name of the LLC and the name of the member, and shall state that the person named is a member of the LLC. The certificate shall entitle the member to all the rights granted members of the LLC under the Articles of Organization, this Operating Agreement, and provisions of law. Each membership certificate shall be consecutively numbered and shall include any additional information considered appropriate for inclusion by the members on membership certificates. In addition to the above information, all membership certificates shall bear a prominent legend on their face or reverse side stating that there are transfer restrictions that apply to memberships in this LLC under this Operating Agreement and shall give instructions for obtaining a copy of these restrictions upon request from this LLC. The records book of this LLC shall contain a list of the names and addresses of all persons to whom certificates have been issued, show the date of issuance of each certificate, and record the date of all cancellations or transfers of membership certificates by members or the LLC. 9. Other Business by Members Fah member shall agree not to own an interest in, manage, or work for another business, enterprise, or endeavor, if such ownership or activities would compete with this LLC's business goals, mission, profitability, or productivity or would diminish or impair the member's ability to provide maximum effort and performance in managing the business of this LLC. 10. Admission of New Members Except as otherwise provided in this agreement, a person or entity shall not be admitted into membership in this LLC unless each member consents in writing to the admission of the new member. The admission of new members into this LLC who have been transferred or wish to be transferred, a membership interest in this LLC by an existing member of this LLC is covered by separate provisions in this Operating Agreement. C. TAX AND FINANCIAL PROVISIONS 1. Tax Classification of LLC The members of this LLC intend that this LLC be initially classified as a corporation for federal and, if applicable, state income tax purposes. It is understood that all members may agree to change the tax treatment of this LLC by signing, or authorizing the signature of, IRS Form 8832, Entity Classification Election, and filing it with the IRS and, if applicable, the state tax LLC Operating Agreement — Page 4 department within the prescribed time limits. 2. Tax Year and Accounting Method The tax year of this LLC shall end on the last day of the month of December. The LLC shall use the cash method of accounting. Both the tax year and the accounting period of the LLC may be changed with the consent of all members if the LLC qualifies for such change, and may be effected by the filing of appropriate forms with the IRS and state tax offices. 3. Tax Matters Partner If required under Internal Revenue Code provisions or regulations, this LLC shall designate from among its members a "tax matters partner" in accordance with Internal Revenue Code Section 6231(ax7) and corresponding regulations, who will fulfill this role by being the spokesperson for the LLC in dealings with the IRS as required under the Internal Revenue Code and Regulations, and who will report to the members on the progress and outcome of these dealings. 4. Annual Income Tax Returns and Reports The following section applies only if this LLC is classified as a partnership for income tax purposes. Within 60 days after the end of each tax year of the LLC, a copy of the LLC's state and federal income tax returns for the preceding tax year shall be mailed or otherwise provided to each member of the LLC, together with any additional information and forms necessary for each member to complete his or her individual state and federal income tax returns. This additional information shall include a federal (and, if applicable, state) Form K-1 (Form 1065 -Partner's Share of Income, Credits, Deductions) or equivalent income tax reporting form, as well as a financial report, which shall include a balance sheet and profit and loss statement for the prior tax year of the LLC. 5. Bank Accounts The LLC shall designate one or more banks or other institutions for the deposit of the funds of the LLC, and shall establish savings, checking, investment and other such accounts as are reasonable and necessary for its business and investments. One or more members of the LLC shall be designated with the consent of all members to deposit and withdraw funds of the LLC, and to direct the investment of funds from, into, and among such accounts. The funds of the LLC, however and wherever deposited or invested, shall not be commingled with the personal funds of any members of the LLC. 6. Title to Assets All personal and real property of this LLC shall be held in the name of the LLC, not in the LLC Operating Agreement — Page 5 names of individual members. D. CAPITAL PROVISIONS 1. Capital Contributions by Members Members shall make the following contributions of cash, property, or services to the LLC, on or by specified dates, as shown next to each member's name below. The fair market values of items of property or services as agreed between the LLC and the contributing member are also shown below. Name of Member: Brian G Fuller Description of Contribution: Cash ($265,000) Total Value of Contribution: $265,000 Contribution Date: March 24, 2015 2. Additional Contributions by Members The members may agree, from time to time by unanimous vote, to require the payment of additional capital contributions by the members, on or by a mutually agreeable date. 3. Failure to Make Contributions If a member fails to make a required capital contribution within the time agreed for a member's contribution, the remaining members may, by unanimous vote, agree to reschedule the time for payment of the capital contribution by the late -paying member, setting any additional repayment terms, such as a late payment penalty, rate of interest to be applied to the unpaid balance, or other monetary amount to be paid by the delinquent member, as the remaining members decide. Alternatively, the remaining members may, by unanimous vote, agree to cancel the membership of the delinquent member, provided any prior partial payments of capital made by the delinquent member are refunded promptly by the LLC to the member after the decision is made to terminate the membership of the delinquent member. 4. No Interest on Capital Contributions No interest shall be paid on funds or property contributed as capital to this LLC, or on funds reflected in the capital accounts of the members. 5. Capital Account Bookkeeping A capital account shall be set up and maintained on the books of the LLC for each member. It shall reflect each member's capital contribution to the LLC, increased by each member's share of profits in the LLC, decreased by each member's share of losses and expenses of the LLC, and LLC Operating Agreement — Page 6 adjusted as required in accordance with applicable provisions of the Internal Revenue Code and corresponding income tax regulations. 6. Consent to Capital Contribution Withdrawals and Distributions Members shall not be allowed to withdraw any part of their capital contributions or to receive distributions, whether in property or cash, except as otherwise allowed by this agreement and, in any case, only if such withdrawal is made with the written consent of all members. 7. Allocations of Profits and Losses Except as otherwise provided in the Articles of Organization or this Operating Agreement, no member shall be given priority or preference with respect to other members in obtaining a return of capital contributions, distributions, or allocations of the income, gains, losses, deductions, credits, or other items of the LLC. Except as otherwise provided in the Articles of Organization or this Operating Agreement, the profits and losses of the LLC, and all items of its income, gain, loss, deduction, and credit shall be allocated to members according to each member's capital interest in this LLC. 8. Allocation and Distribution of Cash to Members Cash from LLC business operations, as well as cash from a sale or other disposition of LLC capital assets, may be allocated and distributed from time to time to members in accordance with each member's capital interest in the LLC, as may be decided by a majority of the capital interests. 9. Allocation of Noncash Distributions If proceeds consist of property other than cash, the members shall decide the value of the property and allocate such value among the members in accordance with each member's capital interest in the LLC. If such noncash proceeds are later reduced to cash, such cash may be distributed among the members according to the distribution cash allocations provisions in this agreement. 10. Allocation and Distribution of Liquidation Proceeds Regardless of any other provision in this agreement, if there is a distribution in liquidation of this LLC, or when any member's interest is liquidated, all items of income and loss shall be allocated to the members' capital accounts, and all appropriate credits and deductions shall then be made to these capital accounts before any final distribution is made. A final distribution shall be made to members only to the extent of, and in proportion to, any positive balance in each member's capital account. LLC Operating Agreement — Page 7 E. MEMBERSHIP WITHDRAWAL AND TRANSFER PROVISIONS 1. Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least three months before the date the withdrawal is to be effective. In the event of such withdrawal, the LLC shall pay the departing member the fair value of his or her LLC interest, less any amounts owed by the member to the LLC. The departing and remaining members shall agree at the time of departure on the fair value of the departing member's interest and the schedule of payments to be made by the LLC to the departing member, who shall receive payment for his or her interest within a reasonable time after departure from the LLC. If the departing and remaining members cannot agree on the value of departing member's interest, they shall select an appraiser, who shall determine the current value of the departing member's interest. This appraised amount shall be fair value of the departing member's interest, and shall form the basis of the amount to be paid to the departing member. 2. Restrictions on the Transfer of Membership Notwithstanding any other provision of this agreement, a member shall not transfer his or her membership in the LLC unless all of the nontransferring LLC members first agree in writing to approve the admission of the transferee into this LLC. Further, no member may encumber a part or all of his or her membership in the LLC by mortgage, pledge, granting of a security interest, lien or otherwise, unless the encumbrance has first been approved in writing by all other members of the LLC. Notwithstanding the above provision, any member shall be allowed to assign an economic interest in his or her membership to another person without the approval of the other members. Such an assignment shall not include a transfer of the member's voting or management rights in this LLC, and the assignee shall not become a member of the LLC. F. DISSOLUTION PROVISIONS 1. Events That Trigger Dissolution of the LLC The following events shall trigger a dissolution of the LLC, except as provided: a. Dissociation of a Member. The dissociation of a member, which means the death, incapacity, bankruptcy, retirement, resignation, or expulsion of a member, or any other event that terminates the continued membership of a member, shall not cause a dissolution of this LLC. This LLC shall continue its existence and business following such dissociation of a member, since taking a vote of the remaining members is not required under state law. LLC Operating Agreement — Page 8 b. Expiration of LLC Term. The expiration of the term of existence of the LLC, if such term is specified in the Articles of Organization or this Operating Agreement, shall cause the dissolution of this LLC. c. Written Agreement to Dissolve. The written agreement of all members to dissolve the LLC shall cause a dissolution of this LLC. d. Entry of Decree. The entry of a decree of dissolution of the LLC under state law shall cause a dissolution of this LLC. If the LLC is to dissolve according to any of the above provisions, the members and, if applicable, managers, shall wind up the affairs of the LLC, and take other actions appropriate to complete a dissolution of the LLC in accordance with applicable provisions of state law. G. GENERAL PROVISIONS 1. Officers The LLC may designate one or more officers, such as a President, Vice President, Secretary, and Treasurer. Persons who fill these positions need not be members or managers of the LLC. Such positions may be compensated or noncompensated according to the nature and extent of the services rendered for the LLC as a part of the duties of each office. Ministerial services only as a part of any officer position will normally not be compensated, such as the performance of officer duties specified in this agreement, but any officer may be reimbursed by the LLC for out-of-pocket expenses paid by the officer in carrying out the duties of his or her office. 2. Records The LLC shall keep at its principal business address a copy of all proceedings of membership meetings, as well as books of account of the LLC's financial transactions. A list of the names and addresses of the current membership of the LLC also shall be maintained at this address, with notations on any transfers of members' interests to nonmembers or persons being admitted into membership in the LLC. Copies of the LLC's Articles of Organization, a signed copy of this Operating Agreement, and the LLC's tax returns for the preceding three tax years shall be kept at the principal business address of the LLC. A statement also shall be kept at this address containing any of the following information that is applicable to this LLC: • the amount of cash or a description and value of property contributed or agreed to be LLC Operating Agreement — Page 9 contributed as capital to the LLC by each member • a schedule showing when any additional capital contributions are to be made by members to this LLC • a statement or schedule, if appropriate, showing the rights of members to receive distributions representing a return of part or all of members' capital contributions, and • a description of events, or the date, when the legal existence of the LLC will terminate under provisions in the LLC's Articles of Organization or this Operating Agreement. If one or more of the above items is included or listed in this Operating Agreement, it will be sufficient to keep a copy of this agreement at the principal business address of the LLC without having to prepare and keep a separate record of such item or items at this address. Any member may inspect any and all records maintained by the LLC upon reasonable notice to the LLC. Copying of the LLC's records by members is allowed, but copying costs shall be paid for by the requesting member. 3. All Necessary Acts The members and officers of this LLC are authorized to perform all acts necessary to perfect the organization of this LLC and to carry out its business operations expeditiously and efficiently. The Secretary of the LLC, or other officers, or all members of the LLC, may certify to other businesses, financial institutions, and individuals as to the authority of one or more members or officers of this LLC to transact specific items of business on behalf of the LLC. 4. Mediation and Arbitration of Disputes Among Members In any dispute over the provisions of this Operating Agreement and in other disputes among the members, if the members cannot resolve the dispute to their mutual satisfaction, the matter shall be submitted to mediation. The terms and procedure for mediation shall be arranged by the parties to the dispute. If good -faith mediation of a dispute proves impossible or if an agreed -upon mediation outcome cannot be obtained by the members who are parties to the dispute, the dispute may be submitted to arbitration in accordance with the rules of the American Arbitration Association. Any party may commence arbitration of the dispute by sending a written request for arbitration to all other parties to the dispute. The request shall state the nature of the dispute to be resolved by arbitration, and, if all parties to the dispute agree to arbitration, arbitration shall be commenced LLC Operating Agreement — Page 10 as soon as practical after such parties receive a copy of the written request. All parties shall initially share the cost of arbitration, but the prevailing party or parties may be awarded attorney fees, costs, and other expenses of arbitration. All arbitration decisions shall be final, binding, and conclusive on all the parties to arbitration, and legal judgment may be entered based upon such decision in accordance with applicable law in any court having jurisdiction to do so. 5. Entire Agreement This Operating Agreement represents the entire agreement among the members of this LLC, and it shall not be amended, modified, or replaced except by a written instrument executed by all the parties to this agreement who are current members of this LLC as well as any and all additional parties who became members of this LLC after the adoption of this agreement. This agreement replaces and supersedes all prior written and oral agreements among any and all members of this LLC. 6. Severability If any provision of this agreement is determined by a court or arbitrator to be invalid, unenforceable, or otherwise ineffective, that provision shall be severed from the rest of this agreement, and the remaining provisions shall remain in effect and enforceable. H. SIGNATURES OF MEMBERS 1. Execution of Agreement In witness whereof, the members of this LLC sign and adopt this agreement as the Operating Agreement of th's LLC Date: otr Signature: Brian G Fuller, Member LLC Operating Agreement — Page 11 OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE OF FACT OF GOOD STANDING 1, Wayne W. Williams, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, Tappist Munks, LLC is a Limited Liability Company formed or registered on 03/23/2015 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20151199440 . This certificate reflects facts established or disclosed by documents delivered to this office on paper through 07/29/2016 that have been posted, and by documents delivered to this office electronically through 08/02/2016 @ 09:38:08 . I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, and issued this official certificate at Denver, Colorado on 08/02/2016 @ 09:38:08 in accordance with applicable law. This certificate is assigned Confirmation Number 9768057 . Secretary of State of the State of Colorado *********************************************End of Certificate******************************************* Notice: A certificate issued electronically from the Colorado Secretary of State's Web site is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Validate a Certificate page of the Secretary of State's Web site, http./lwww.sos.state.co.us/biz/Certif:cateSearchCriteria.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our Web site, http:// www.sos.state.co.us/ click "Businesses, trademarks, trade names" and select "Frequently Asked Questions." OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE OF DOCUMENT FILED 1, Wayne W. Williams, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, the attached document is a true and complete copy of the Articles of Organization with Document # 20151199440 of Tappist Munks, LLC Colorado Limited Liability Company (Entity ID # 20151199440 ) consisting of 3 pages. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 07/29/2016 that have been posted, and by documents delivered to this office electronically through 08/02/2016@ 09:39:09. I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, and issued this official certificate at Denver, Colorado on 08/02/2016 @ 09:39:09 in accordance with applicable law. This certificate is assigned Confirmation Number 9768062 . Secretary of State of the State of Colorado *********************************************End of Certificate******************************************* Notice: A certificate issued electronically from the Colorado Secretary ofState's Web site is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Validate a Certificate page of the Secretary of State's Web site, http.•//wwww.sos.state.co.us/biz/CertifrcaeSearchCriteria.da entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our Web site, http://www.sos.state.co.us/ click "Businesses, trademarks, trade names" and select "Frequently Asked Questions." Document must be tiled electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us. -Filed Colorado Secretary of State Date and Time: 03/23/2015 04:57 PM ID Number: 20151199440 Document number: 20151199440 Amount Paid: $50.00 ABOVE SPACE FOR OFFICE USE ONLY Articles of Organization filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.) 1. The domestic entity name of the limited liability company is Tappist Munks, LLC (The name of a limited liability company must contain the term or abbreviation "limited liability company", ltd liability company", "limited liability co.", "lid liability co.-, 'limited" "LLe. " "Ile" or "ltd.-. See §7-90-601, C.R.S) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) 2. The principal office address of the limited liability company's initial principal office is 8215 Cattail Drive Street address Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (Street number and name) Niwot CO 80503 (City) (Province — if applicable) (State) State (ZIP/Postal Code) UnitedStates (Country) (City) (State) (ZIP/Postal Code) (Province - if applicable) (Country) 3. The registered agent name and registered agent address of the limited liability company's initial registered agent are Name (if an individual) or (if an entity) Fuller Brian (Last) (First) Gildas (Middle) (Suffix) (Caution: Do not provide both an individual and an entity name.) 8215 Cattail Dr Street address Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (Street number and name) Niwot CO 80503 (City) (State) (ZIP Code) ARTORG_LLC Page 1 of 3 Rev. 12/01/2012 (Ciy) CO (State) aefollowing statement is adopted by marking the box.) pro The person appointed as registered agent has consented to being so appointed. (ZIP Code) 4. The true name and mailing address of the person forming the limited liability company are Name (if an individual) or (if an entity) (Caution: Do not provide both an individual and an entity name.) 950 Parker Street (Last) (First) (Middle) (Suffix) Nolo Mailing address (Street number and name or Post Office Box information) Berkeley CA 94710 (City) (State) (ZIP/Postal Code) United States . (Province — if applicable) (Country) (If the Jidlowing statement applies, adopt the statement by marking the hos and include an attachment) [0 The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment. 5. The management of the limited liability company is vested in (Mark the applicable box.) n one or more managers. or n the members. 6. (The following statement is adopted by marking the box) © There is at least one member of the limited liability company. 7. (If the following statement applies, adopt the statement by marking the box and include an attachment.) n This document contains additional information as provided by law. 8. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) Of the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are (mm/dd /yyyy hour: minute amipm) Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.RS., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. ARTORG LLC Page 2 of 3 Rev. 12/01/2012 This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are Fuller Brian Gildas (Last) 8215 Cattail Drive (First) (Middle) (Suffix) (Street number and name or Post Office Box information) Niwot CO 80503 (City) (Province — if applicable) (State) United States (County) (If the fallowing statement applies, adapt the statement by marking the box and include an attachment) (ZIP/Postal Code) �] This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s). ARTORG_LLC. Page 3 of Rev. 12/01/2012 DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DocuSign Envelope 10: 7E3DFBID-0FF0-4243-BM7-4C5A81FAB512 Sotheby's Phone: (303) 443-6161 Fax: (303) 443-8822 1050 Walnut St Ste 100 Boulder, CO 80302 INTERNATIONAL REALTY 1 IThe printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. 2 (CBS4-6-15) (Mandatory 1-16) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND TFIE PARTIES SHOULD CONSULT LEGAL AND TAX OR S OTHER COUNSEL BEFORE SIGNING. 6 7 8 9 10 11 12 13 CONTRACT TO BUY AND SELL REAL ESTATE (LAND) ( ® Property with No Residences) ( ❑ Property with Residences —Residential Addendum Attached) AGREEMENT Date: October 28, 2016 14 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell, the Property described below on the terms and conditions set 15 forth in this contract (Contract). 16 2, PARTIES AND PROPERTY. 17 2.1. Buyer. Buyer, Out%arad Property Investment, LLC, 18 will take title to the Property described below es O Joint Tenants O Tenants In Common ® Other lb Severalty. 19 2.2. No Assignability. This Contract Is Not assignable by Buyer unless otherwise specified in Additional Provisions. 20 21 2.3. Seller. Seller, Longmont Vista View Neat Zstate, Inc, is 22 the current owner of the Property described below. 23 2.4. Property. The Property is the following legally described real estate in the County of Weld, Colorado: 24 VCC L Bib 2 Vista Commercial Center 25 26 27 28 1649 Vista View Drive (Lest 5) Longmont 29 known as No. Street Address City 30 31 together with the interests, casements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of 32 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). CO 80504 State Zip 33 34 2.5. Inclusion. The Purchase Price includes the following items (Inclusions): 35 2.5.1. Inclusions. The following items, whether fixtures or personal property, are included in the Purchase Price 36 unless excluded under Exclusions: 37 N/A 38 39 40 41 42 If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the 43 Purchase Price. 44 2.5.2. Personal Property - Conveyance. Any personal property must be convoyed at Closing by Seller free and 45 clear of all taxes (except personal property taxes for the year of Closing), liens and encumbrances, except N/A. 46 Conveyance of all personal prop arty will be by bill of sale or other applicable legal instnument, 47 48 2.6. Exclusions. The following items are excluded (Exclusions): O854-6-15. CONTRACT TO ROY AND SELL REAL ESTATE (LAND) 10/2E/20 16 Page 1 of 18 Buyer inl Setter ianiila DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DecoSign Envelope ire 1E3DFOID-OFF0-4249.8017-4C5A&2FA8512 49 N/A 50 51 52 53 54 2.7. Water Rights, Well Rights, Water and Sewer Taps. 55 D 2.7.1. Deeded Water Rights. The following legally described water rights: 56 tTIIl 57 58 Any deeded water rights will be conveyed by a good and sufficient N/A deed at Closing. 59 O 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§2.7.1, 2.7.3, 60 2.7.4 and 2.7.5, will be transferred to Buyer at Closing: 61 N/A 62 63 ❑ 2.7.3. Well Rights. Seiler agrees to supply required information to Buyer about the well. Buyer understands that 64 if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well", used for ordinary household 65 purposes, Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been 66 registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must 67 complete a registration of Ming well form for the well and pay the cost of registration. If no person will be providing a dosing 68 service in connection with the transaction. Buyer must file the form with the Division within sixty days after- Closing, The Well 69 Permit it is ft/A. 70 0 2.7A. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 71 N/A 72 73 2.7.5. Water and Sewer Taps. The patties agree that water and sewer taps listed below for the Property are being 74 conveyed as part of the Purchase Price as follows: 75 water and Sower Taps are available but not included in the sale. 76 77 78 79 80 If any water or sewer taps are included in the sale, Buyer is advised to obtain, from the provider, written confirmation of 81 the amount remaining to be paid, if any, thne and other restrictions for transfer and use of the tom. 32 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.72 (Other Rights Relating to Water), 83 § 2.7.3 (Well Rights), or § 2.7.4 (Water Stock Certificates), Seller agrees to convey such rights to Buyer by executing the 84 applicable legal instrument at Closing. 85 2.8. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: 86 N/A 87 88 3. DATES AND DEADLINES. Item No. Reference Event Date or Deadline § 4.3 Alternative Earnest Money Deadline 72 hours from mutually accepted contract Title November 7, 2016 2 § 8.1 Record Title Deadline 3 § 82 Record Title Objection Deadline November 11, 2016 4 § 8.3 Off -Record Title Deadline November 7, 2016 5 § 83 Off -Record Title Objection Deadline November 11, 2016 CMS4.6 15. CONTRACT TOE AND SELL BEAL ESTATE (LAND) 1 0/38/2016 11:09 Buyer initieSdter initials rage 2dig U DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DocwSign Envelope ID:7E3DF61D-0FF0-4249-6A17-4CCA82FA13512 6 § 8.4 'title Resolution Deadline 7 § 8.6 Right of First Refusal Deadline November 15, 2016 N/A Owners' Association November 7, 2016 § 73 Association Documents Deadline 9 § 7.4 Association Documents Objection Deadline November 11, 2016 Seller's Property Disclosure Novetmber 7, 2016 10 § 10.1 Seller's Property Disclosure Deadline Loan and Credit 11 § 5.1 Loan Application Deadline 12 § 5.2 Loan Objection Deadline 13 § 5.3 Buyer's Credit Information Deadline 14 § 5.3 Disapproval of Buyer's Credit Information Deadline N/A 15 § 5.4 Existing Loan Documents Deadline 16 § 5.4 Existing Loan Documents Objection Deadline 17 § 5.4 Loan Transfer Approval Deadline 18 § 4.7 Seller or Private Financing Deadline gefamitimq-m-avi November 7, 2016 December 19, 2016 N/A N/A N/A N/A N/A Appralcal December 15, 2016 19 § 62 Appraisal Deadline 20 § 6,2 Appraisal Objection Deadline 21 § 61 ______ Aiiprai al Resolution Deadline December 16, 2016 DeeozsbBr 19, 2016 t 22 § 9.1 New TLC or New Survey Deadline 23 § 9.3 New TLC or New Survey Objection Deadline 24 § 9.4 New iU' or New Survey Resolution Deadline December 14, 2016 December 16, 2016 December 19, 20I6 Due Diligence December 26, 2016 25 § 10.3 Inspection Objection Deadline 26 § 10.3 Inspection. Resolution Deadline 27 § 10.5 Property Insurance Objection Deadline 28 § 10.6 Due Diligence Documents Delivery Deadline 29 § 10.6 Due D ligence Documents Objection Deadline 30 § 10.6 Due Diligence Documents Resolution Deadli 31 § 10.6 Environmental Inspection Objection Deadline 32 § 10.6 ADA Evaluation Objection Deadline 33 § 103 Conditional Sale Deadline 34 § 11.1 Tenant Estoppel Statements Deadline 35 § 11.2 ` errant Estoppel Statements Objection Deadline December 29, 2016 December 16, 2016 December 23, 2016 December 27, 2016 December 29, 2016 December 26, 2016 N/A N/A N/A N/A Closing and Possession .Tanuezy 12, 2017 § 12.3 Closing Date § 17 37 Possession Date January 12, 2017 delivery of deed —Ds 38 § 17 39 § 28 Acceptance Deadline Date 40 § 23 A ptance Deadline Time Possession Time N/A N/A N/A 5:00 PM MDT N/A N/A 89 3.1.. Applicability of Terms. Any box checked in this Contract means the corresponding provision applies. Any box, 90 blank or line in this Contract left blank or completed with the abbreviation "`NIA", or the word "Deleted" means such provision, 91 including any deadline, is not applicable and the corresponding provision of this Contract to which reference is made is deleted. 92. no box is checked in a provision that contains a selection of "None", such provision means that "None" applies. 93 The abbreviation "MEC' (mutual execution of this Contract) means the date upon which both parties have signed this Contract. 94 95 4. PURCI ASE PRICE AND TERMS. 96 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: CRSk-8.1s.. CONTRACT TO BUY AND SELL REAL, ESTATE (LAND) 10/2512016 11:09 Page 3 of 2S AN Buyer Ertl Seller inithds DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DecoSign Envaiape tO: 7011F810-OFFO-4240-BA17.4CSA82FAB5l2 Born No. Reference Item Amount t 1 § 4.1 Purchase price $ .315,000.00 & ' 6 10, 000.00 2 § 4.3 Earnest Money ''07' 3 § 4.5 New Loam $ $ 252,000.00 N/A 4 § 4.6 Assumption Balance 5 § 4.7 Private Financing $ $ N/A N/A 6 § 4.7 Seller Financing 7 N/A N/A 8 N/A N/A N/A N/A 9 § 4.4 Cash at Closing $ 53, 000.00 10 TOTAL $ 315, 000. O $ 25, DOlL tart 315,000.00 97 42. Seller Concession. At Closing, Seller will credit to Buyer $ N/A (Seller Concession). The Seller 98 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's leader 99 and is included in the Closing Statement or Closing Disclosure, at Closing. Examples of allowable item; to be paid for by the 100 Seller Concession include, but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid items 101 and any other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any suns Seller has agreed to pay or 102 credit Buyer elsewhere in this Contract. 103 43. Earnest Money. The Earnest Money set forth in tt,ix section, in the form of a wise transfer, will be 104 payable to and held by Wright Kingdom Rnn1 Estates (E.arrrestMoney Holder), in its trust account, on behalf of 105 both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually 106 agree to en Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to 107 the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Est Money Holder has I08 agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing 109 to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the 110 Earnest Money Holder in this transaction will be transferred to such fund. 111 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 112 time o€ tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 113 43.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to I14 the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as provided 115 in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate , Seller agrees to execute 116 and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three 117 days of Seller's receipt of such form. 118 4.4. Porn' of Rinds; Time of Payment; Available Funds. 119 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 120 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 121 check, savings and loan teller's check and cashier's check (Good Ponds). 122 4.4.2. Time of Payment; Available Funds. All funds, including the Purchase Price to be paid by Buyer, must be 123 paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at 124 Closing OR S€7CH NONPAYING PARTY WILL BE IN DEFAULT. Buyer represents that Buyer, as of the date of this 125 Contract, ® Does O Dees Not have funds that arc immediately verifiable and available in an amount not less than the amount 126 stated as Cash at Closing in § 4.1. 127 4.5. New Loan. 128 4.5.1. Buyer to Pay Loan Costs. Buyer, except as provided in § 4.2, if applicable, must timely pay Buyer's loan 129 costs, loan discount points, prepaid items and loan origination fees, as required by lender. 130 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing approprinto and acceptable to 131 Buyer, including a different Joan than initially sought, except as restricted in § 4.5.3 or § 30 (Additional Provisions). 132 4.5,3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: 133 0 Conventional O Other N/A. 134 4.6. Assumption. OMITTED AS INAPPLICABLE. 147 4.7. Seller or Private Financing. OMITTED AS INAPPLICABLE. 164 TRANSACTION PROVISIONS CBS1•6-15.CONDUCT 'rOBUDS'ANDSELLREALESTATE(LAND) 10/2a/201611:09 a Page 4ei1tt Buyer Seater irittah s 4 DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DoeuSion Envelope 10: 70310FB1D-oFF04240-8A17-4C5A82FAR512 165 5. FINANCING CONDITIONS AND OBLIGATIONS. 166 5.1. Loon Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New 167 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable 168 by such lender, on or before Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval. ,169 Si Loan Objection. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional 170 upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its 171 availability, payments, interest rate, teams, conditions, and cost of such New Loan. This condition is for the sole benefit of Buyer. 172 Buyer has the Ri tr t to Terminate under § 25.1, on or before Loan Objection Deadline, if the New Loan is not satisfactory to 173 Buyer, in Buyer's sole subjective discretion. IF SELLER IS NOT IN DEFAULT AND DOES NOT TIMELY RIVE 174 BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S EARNEST MONEY WILL BE NONREFUNDABLE, except 175 as otherwise provided in this Contract (e.g., Appraisal, 'little, Survey). 176 53. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole 177 benefit of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval will be at Seller's sole 178 subjective discretion. Accordingly: (I) Buyer must supply to Seller by Buyer's Credit Information Deadline, at Buyer's 179 expense, information and documents (including a current credit report) concerning Buyer's financial, employment and credit 180 condition; (2) Buyer consents that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information 181 and documents received by Seller must be held by Seller in confidence, and not released to others except to protect Seller's interest 182 in this tramaction. If the Cash at Closing is less than as set forth in § 4.1 of this Contract, Seller has the Right to Terminate under 183 § 25.1, on or before Closing. If Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective 184 discretion, Seller has the Right to Terminate under § 25.1, on or before Disapproval of Buyer's Credit Int'brmation Deadline. 185 5.4. Ming Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan 186 documents (including note, deed of trust, and any modifications) to Buyer by Existing Loan Documents Deadline. For the sole 187 benefit of Buyer, this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. Buyer 188 has the Right to Terminate under § 25.1, on or before Existing Loan Documents Objection Deadline, based on any 189 unsatisfactory provision of such loan documents, in Buyer's sole subjective discretion. If the tender's approval of a transfer of the 190 Property is required, this Contract is conditional upon Buyer's obtaining such approval without change in the terms of such loan, 191 except as set forth in § 4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline, this Contract will 192 terminate on such deadline. Seller has the Right to Terminate under § 25.1, on or before Closing, in Seller's sole subjective 193 discretion, if Seller is to be released from liability under such existing loan and Buyer does not obtain such compliance as set forth 194 in §4.6. 195 6. APPRAISAL PROVISIONS. 196 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licen • -4 or certified appraiser, engaged 197 on behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set 198 forth certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property 199 to be valued at the Appraised Value. 200 62. Appraisal Condition. The applicable appraisal provision set forth below applies to the respective loan type set forth 201 in § 4.5.3, or if a cash transaction (i.e. no financing), § 6.2.1 applies. 202 6.2.1. Conventlonal/Othen Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the 203 Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal 204 Objection Deadline, notwithstanding § 8.3 or § 13: 205 6.2.1.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 206 62.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the 207 Appraisal or written notice from lender that confirms the Appraisal value is less than the Purchase Price. 208 62.13. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Apprai'al 209 Objection Deadline, and if Buyer and Seller have not agreed in writing to a settlement thereof onor before Appraisal Resolution 210 Deadline (§ 3), this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written 211 withdrawal of the Appraisal Objection before such termination, i.e., on or before expiration of Appraisal Resolution Deadline. 212 213 63. Lender Property Requirements. If the lender imposes any requirements, replacements, removals or repairs, 214 including any specified in the Appraisal (Lender Requirements) to be made to the Property (e.g., roof repair, repainting), beyond 215 those matters already agreed to by Seller in this Contract, Seller has the Right to Terminate under § 25.1, (notwithstanding § 10 of 216 this Contract), on or before three days following Seller's receipt of the Lender Requirements, in Seller's sole subjective discretion. 217 Seller's Right to Terminate in +hie § 6.3 does not apply if, on or before any termination by Seller pursuant to this § 6.3: (1) the 218 parties enter into a written agreement regarding the Lender requirements; or (2) the Lender Requirements have been completed; or 219 (3) the satisfaction of the Lender Requirements is waived in writing by Buyer. 220 6A. Cast of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by CI CBS4.S-IS. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) 10=016 11139 Page S or 15 auytr ini ' ff Selig' ie+limns DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DecoSt a Envelope ID: 7E3DFB1D-0FF0-4249-BA17-4C5A82FAB5I2 221 Buyer El Seller. The cost of the Appraisal may include any or all fees paid to the appraiser, appraisal management company, 222 lender's agent or all three. 223 224 7. OWNERS' ASSOCIATION, This Section is applicable if the Property is located within a Common Interest 225 Community and subject to such declaration. 226 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 227 INiERE.ST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. rflt OWNER OF 228 TLIE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE 229 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 230 ASSOCIATION. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 231 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY 232 ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, NTS, TILE 233 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY 'IRE DEBT. THE 2.34 DECLARATION, BYLAWS, AND RUI.J S AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT `THE 235 OWNER FROM MAKING CHANGES TO i1IL PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY ADiE 236 ASSOCIATION (OR A COMMITTEE OF nth ASSOCIATION) AND ILL APPROVAL OF THE ASSOCIATION. 237 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE 238 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY 239 READ THE DECLARATION FOR 1 COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF 240 THE ASSOCIATION. 241 7.2. Owners' Assodatien Documents. Owners' Association Documents (Association Documents) consist of the 242 following: 243 7.2.1. All Owners' Association declarations, articles of incorporation, bylaws, articles of organization, operating 244 agreements, rules and regulations, party wall agreements; 245 7.2.2. Minutes of most recent annual owners' meeting; 246 7.2.3. Minutes of any directors' or managers' meetings during the six-month period immediately preceding the 247 date of this Contract. If none of the preceding minutes exist, then the most recent minutes, if any (§§ 7.2.1, 7.2.2 and 7.2.3, 248 collectively, Governing documents); and 249 7.2.4. The most recent financial documents which consist of: (1) annual and most recent balance sheet, (2) annual 250 and most recent income and expenditures statement, (3) annual budget, (4) reserve study, and (5) notice of unpaid assessments, if 25I any (collectively, Financial Documents). 252 7.3. Association Documents to Buyer. 253 7.3.1. Seller to Provide Association Documents, Seller is obligated to provide to Buyer the Association 254 Documents, at Seller's expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the 255 Association Doctim'nts to Buyer, at Seller's expense. Seller's obligation to provide the Association Documents is fulfilled upon 256 Buyer's receipt of the Association Documents, regardless of who provides such documents. 257 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to 258 Terminate under § 25.1, on or before Association Documents Objection Deadline, based on any unsatisfactory provision in any 259 of the Association Documents, in Buyer's sole subjective discretion. Should Boyer receive the Association Documents after 260 Association Documents Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 25.1 by Buyer's Notice to 261 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer dots not receive 262 the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 263 Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to 264 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory, and Buyer waives any 265 Right to Terminate under this provision, notwithstanding the provisions of § 8.6 (Right of First Refusal or Contract Approval). 266 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 267 8.1. Evidence of Record Title. 268 ® 8,L1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 269 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline, Seller must furnish 270 to Buyer, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase 271 Price, or if this box is checked, O an Abstract ct of Title certified to a current date. Seller will cause the title insurance policy to be 272 issued and delivered to Buyer as soon as practicable at or after Closing. 273 ❑ 8.1.2. Buyer Selects 'Title 1srnrance Company. If this box is checked, Buyer will select the title insurance 274 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline, Buyer must 275 furnish to Seller, a current commitment for owner's title insurance. policy (Title Commitment), in an amount equal to the Purchase 276 Price. CB5d-d-15. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) 10128/2016 11:09 Buyer tottlaII Setter Weds Page 6 at 18 DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 Docuston Envelope ID: 7E3DES1 D-0FFt1 249-BA17-4C5A82FABete 277 If neither box in § 8.1.1 or § 8.12 is checked, § 8.1.1 applies. 278 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ® Will O Will Not contain Owner's 279 Extended Coverage (OEC). if the Title Commitment is to contain OEC, it will commit to delete or insure over the standard 281 exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' 281 liens, (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded), and (6) 282 unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC 283 will be paid by O Buyer ER] Selma O One -Half by Buyer and One-►folt by Seller O Other N/A. 284 Regardless of whether the Contract requires OEC, the Title Insurance Company may not provide OEC or delete or insure over 285 any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined 286 below, among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to 287 object under § 8.4 (Right to Object to Title, Resolution). 288 8.1.4. Title Documents. Title Documents consist of the following: (1) copies of any plats, declarations, 289 covenants, conditions and restrictions burdening the Property, and (2) copies of any other documents (or, if illegible, summaries of 290 such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title 291 Documents). y copies of all Title 292 8.1.5. Copies of Title Decuuments. Buyer must receive, on or before Record Title Deadline, 293 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 294 where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the 295 party or parties obligated to pay for the owner's title insurance policy. 296 83,6, ExistingAbstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 297 portion of the Property (Abstract of Tide) in Seller's possession on or before Record Title Deadline. 298 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Tin Commitment and any of the 299 Title Documents as set forth in § 8.4 (Right to Object to Title, Resolution) on or before Record Title Objection I3eadllne. 300 Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding 301 § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Tide Commitment or 302 Tide Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title 303 Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Tele Commitment will be 304 delIvercd to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object 305 to: (1) any required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or 306 Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of 307 Title Objection, pursuant to this § 82 (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.4 308 (Right to Object to Tide, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents 309 required by § 8.1 (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection 310 by the applicable deadline specified above Buyer accepts the condition of title as disclosed by the Abstract of Title, Title 311 Commitment and Title Documents as satisfactory. 312 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, tare copies of all existing 313 surveys in Seller's possession pertaining to the Property and must dig lose to Buyer all easements, liens (mcluding., without 314 limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights 315 of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off -Record Matters), Buyer has 316 the right to inspect the Property to investigate if any third party has any right in the Property not shown by public mcords (e.g., 317 unrecorded easement, boundary line discrepancy or water tights). Buyer's Notice to Terminate or Notice of Title Objection of any 318 unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2 and § 13), in Buyer's 319 sole subjective discretion, must be received by Seller on or before Off -Record Title Objection Deadline. If an Off -Record Matter 320 is received by Buyer after the Off Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer 321 to review and object to such Of Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection 322 pursuant to this § 83 (Off -Record Title), any title objection by Buyer and this Contract are governed by the provisions set forth in 323 § 8.4 (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Tbmtinatc or Notice of Tide Objection by 324 the applicable deadline specified above, Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual 325 knowledge. 326 8.4. Right to Object to Title, Resolution. Buyer's right to object to any title matters includes, but is not limited to those 327 matters set forth in §§ 8.2 (Record Title), 8.3 (Off -Record Title) and 13 (Transfer of Title), in Buyer's sole subjective discretion. If 328 Buyer objects to any title matter, on or before the applicable deadline, Buyee has the following options: 329 8.4.1. Title Objection, Resolution. If Seller receiver Buyer's written notice objecting to any title matter (Notice 330 of Title Objection), on or before the applicable deadline, and if Buyer and Seller have not agreed to a written settlement thereof on 331 or before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller 332 receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection to such O854 -5 -LS. CONTRACT TO BUY AND SF.LL REAL ESTATE (LAND) 10/28f2.016 11:09 Emu 7G IS Sups initfrrtn- _ Seller tuittats DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DocuSign Envelope ID: 7E3DFB1D-t1FF 1-4249 BA17-4C5AB2FAB5l2 333 items and waives the Ri a . t to Terminate for that reason), on or before expiration of Title Resolution Deadline. If tither the 334 Record Title Deadline or the Off -Record Title Deadline, or both, are extended to the earlier of Closing or ten days after receipt of 335 the applicable documents by Buyer, pursuant to § 8.2 (Record Title) or § 8.3 (Off -Record Title), the Title Resolution Deadline also 336 will be automatically extended to the earlier of Closing Buyer may or fifteen after tBse the Right uyer's receiptto oT f thermiape undere $ documents; or 337 8.42. Title Objection, Right Terminate. 338 before the applicable deadline, based on any unsatisfactory title matter, in Buyer's sole subjective discretion. 339 8.5. Speeial Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 340 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 341 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 342 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 343 CIRCUMSTANC ARISE RESULTING IN TRE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 344 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 345 SPECIAL TAXING DISTRICTS IN WHICH nut PROPERTY IS LOCATED BY CONTACTING THE COUNTY 346 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR TILE PROPERTY, AND BY OBTAINING 347 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 348 RECORDER, OR THE COUNTY ASSESSOR. 349 Buyer bas the Right to Terminate under § 25.1, on or before Off -Record Title Objection Deadline, based on any 350 unsatisfactory effect of the Property being located within a special taxing district, in Buyer's sole subjective discretion. 351 8.6. Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to approve 352 this Contract, Seller must promptly submit this Contract according to the terms and conditions of such right. If the holder of the 353 right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract will terminate. 354 If the right of first refusal is waived expl¢r sly or expires, or the Contract is approved, this Contract will remain in full force and 355 effect. Seller must promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal or- approval 356 of this Contract has not occurred on or before Right of First Refusal Deadline, this Contract will then terminate. 357 8.7. 'Bile Advisory. The Title f}ocrurteots affect the tide, ownership and use of the Property and should be reviewed 358 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, 359 including, without limitation, boundary then and encroachments, setback requirements, area, zoning, building code violations, 360 unrecorded easements and r1aiwe of easements, leases and other unrecorded agreements, water on or under the Property, and 361 various laws and governmental regulations concerning land use, development and environmental matters. 362 8.7.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 363 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND TRANSFER 364 OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR 365 Mirk RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, 366 G ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH IN TERESTS 367 MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE 368 MINERAL ESTATE, OIL, GAS OR WATER. 369 8.7.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO 370 ACCESS THE OIL, GAS OR S MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 371 MEMORANDUM OR OTHER NOTICE OF WHICH MAY SE RECORDED WITH THE COUNTY CLERK AND 372 RECORDER. 373 8.73. OIL AND GAS ACTIVITY. OIL AND GAS ACTIV I'Y THAT MAY OCCUR ON OR ADJACENT 374 TOME PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION REWORKING375 OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, TT� UCING WELLS, 376 OF CURRENT WELLS, AND GAS GATHERING AND PROCESSING _ S. 377 8.7.4. ADDITIONAL INFORMATION. BUYER IS ADJACENT 'TO THE ENCOURAGEDKADDDDITIONAL INCLUDING 378 INFORMATION REGARDING OIL AND GAS ACTIVITY 379 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 380 AND GAS CONSERVATION COMMISSION. excluded from, 381 8.7.5. Title Insurance Exclusions. Matters set faith excepted, h in this Section, and others, may 382 or not covered by the owner's title insurance policy. 383 Sinit Consult anAttorney.in this Buyeris..advised to timely consult legal Record Title Objection counsel with respect to all such matters as there are Deadline and Off -Record Title Objection Deadline). 384 strict time limits provided in this Contract (e.g., 385 9. NEW ILC, NEW SURVEY. 386 9.1. New ILC or New Survey. If the box is checked, a ® New Improvement Location Certificate (New ILC) 387 0 New Survey in the form of N/A is required and the following will apply 388 9.1.1. Ordering of New TLC or New Survey. 0 Seller ® Buyer will order the New ILC or New Survey. The CBS4.6-15. CO?flRACTTO BUY AND SELL REALEST ATE Buyer Ionia AND) JO/2212016 11:09 Setter initials Page b cat 18 DocuSign Envelope ID: 31 F30DC4-6EDS-488D-82O2-473DD9779FC8 DocuSign Envetopt) g7:7E3DEB1 i-QFF0-4249-BA17-4C5A82FA8512 389 New ILC or New Survey may also be a previous MC or survey that is in the above -required form, certified and updated as of a 390 date after the date of this Contract. 391 9.1.2. Payment for New TLC or New Survey. The cost of the New ILC or New Survey will be paid, on or 392 before Closing, by: O Seller ® Buyer or: 393 WA 394 395 3% 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 9.L3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provides of the opinion of title if an Abstract of Title), and Buyer' a Agent will receive a New ILC or New Survey mar before New ILC or New Survey Deadline. 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor to all those who are to receive the New ILC or New Survey. 92. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New Survey different than initially specified in this Contract if there is no soblitional cost to Seller or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 9.3. New TLC or New Survey Objection. Buyer has the right to review and object to the New ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3 or § 13: 9.3,1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 9.3.2. New TLC or New Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to c rmet. 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or before New ILC or New Survey Objection Deadline, and if a Buyer and Seller have not agreed in writing to a settlement thereof on or before New TLC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New TLC or New Survey Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination, i.e., on or before expiration of New MC or New Survey Resolution Deadline. I DISCLOSURE, INSPEt;LION AND DUE DILIGENCE 417 10. PROPERTY DISCLOSURE, INSPECTION, INDEMMTY, INSURABILITY, DUE DILIGENCE AND SOURCE 4-18 OF WATER 419 102. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller agrees to deliver to 420 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed 421 by Seller to Seller's actual knowledge, current as of the date of this Contract 422 102. Disclosure of Latent Defer; Present Condition. Seller roust disclose to Buyer any latent defects actually known 423 by Seller. Seller agrees that disclosure of latent defects will be in writing. Except as otherwise provided in this Cone, tract, Buyer 424 acknowledges that Seller is conveying the Property to Buyer in an "As Is" condition, "Where Is" and "With All Faults." 425 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the eight to have inspections 426 (by one or more third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. If (1) the 427 physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, 428 pin nbing,1-IVAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the 429 Property (including utilities and commurs cation services), systems and components of the Property (e.g. heating and plumbing), 430 (4) any proposed or existing transportation project, road, street or highway, or (S) any other activity, odor or noise (whether on or 431 off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective 432 discretion, Buyer may, on or before Inspection Objection Deadline: 433 103.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or steal condition that 434 10.3.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory phy 435 Buyer requires Seller to correct 436 10.33. Inspection Resolution. If en Inspection Objection is received by Seller, on or before Inspection Objection 437 Deadline, and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, 438 this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the 439 Inspection Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline. 440 10.4. Damage, Liens mod Indemnity. Buyer, except as otherwise provided in this Contract or other written = g reemcnt 441 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 442 Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 443 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify. CES4-6.lS. CONTRACT TO BUY MI'D SELL REAL ESTATE (t.AItD) 1W221201611:09 Setter in. !mix Buyer ini Page 9 of 15 DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DowS;gn Envatops iD: 7E3DFB1D-0FF0 4249-BA17-4CSA82FAB512 444 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such 445 Work, claim, or lien. This indemnity includes Sellers right to recover all costs and expenses incurred by Seller to defend against 446 any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable attorney fees, legal fees and 447 expenses. The provisions of this section survive the termination of this Contract. This § 10.4 does not apply to items performed 448 pursuant to an Inspection Resolution. 449 10.5. Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for 450 property insurance (Property Insurance). Buyer has the Bight to Terminate under § 25.1, on or before Property Insurance 451 Objection Deadline, based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion. 452 10.6. Due Diligence.at�tiver copies of the following 453 10.61. Due Diligence Documents. If the respective box is checked, Seller agrees to p 454 documents and information pertaining to the Property (Due Diligence Documents) to Buyer on or before Due Diligence 455 Documents Delivery Deadline: 456 O 10.6.1.1. All contracts relating to the operation, maintenance and management of the Property; 457 I 10.61.2. Property tax bills for the last 3 years; and the tenant improvements, including 458 O 10.61.3. As -built construction plans to the PropertyandCertificates of Occupancy to the 459 architectural. electrical, mechanical, and structural systems, engineering reports, and perm 460 extent new available; 461 O 10.6.1.4. A list of all Inclusions to be conveyed to Buyer; 462 O 10.6,13. Operating statements for the past N/A years; 463 O 10.6.1.6. A rent roll accurate and correct to the date of this Contract; p cy agreements, pertaining 464 O 10.6.1.7. All current leases, including any amendments or other oceu an a nts,to the 465 Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): 466 none 467 468 O 10.6.1.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet 469 been completed and capital improvement work either scheduled or in process on thedate of this Cones of anyclaims which have been tract; 470 ® 10.6.19. All insurance policies pertaining to the Property aad p me 471 made for the past 3 years; or data pertaining to the Property (if not 472 ® 10.6.1.10. Soils reports, surveys and engineering reports 473 delivered earlier under § 8.3); 474 ® 10.6.1.11. Any and all existing documentation and reports regarding Phase l and 11 environmental reports, 475 letters, test results, advisories, and similar documents respective to the existenca or n PC rts msfo e mer, or 476 other toxic, hazardous or contaminated substances, and/or undergroundstorage t� radon gas. no er's 477 possession or known to Seller, Seller warrants that no such reports are in Seller's possession or known to Seller; 478 O 10.6.1.12. Any Americans with Disabilities Ad reports, studies or surveys concerning the compliance of 479 the Property with said Act; 430 O 10.6.1.13. All permits, licenses and other building or use authorizations issued by any governmental 481 authority with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations:, 482 if any; and 483 © 10.6.1.14. Other documents and information: 484 Seiler to provide any or all of the following that are in Seller's possession: Reports, Improvement Location Certificates, Soils Tests, Engineering Environmental Reports, Phase 1 or Phase 2 Enviroru+seatai Assessments, or any other pertinent documentation related to the property 485 486 437 Buyer his the right to review and object to Due 488 14.6.2. Due Diligence Documents Review and Objection. 489 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory in Buyer's sole subjective 490 discretion, Buyer may, on or before Due Diligence Documents Objection Deadline: 491 10.6.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or 492 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 493 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 494 10.623. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received 495 by Seller, on or before Due Diligence Doeuuteu#s Objection Deadline, and if Buyer and Seller have not agreed in writing to a 496 settlement thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on One Diligence CBS4.6-15. CONTRACT TO BUY ANDSELL REAL ESTATE (LAND) t012S120t611:09 Serer inirtsls Surer itstlla Page 10 of 18 U DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DocuSign Envelope !D; TE3oFBiD-0FF0 4249-SA17-4C5A82FA6512 497 D.oCREIents Resolution Deadline unless Seller receives Buyer's written withdrawal hdra Revelution f the Due Diligence DcanDocuments Objection 498 before such termination, i.e., on or before expiration of Due Diligence Documents 499 10.63. Zoning. Buyer has the Right to Terminate under § 25.1, on or before Due Diligence Documents Objection 501) Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over 501 the Property, in Buyer's sole subjective discretion. the 502 10.6.4. Due Diligence —Environmental, ADA. Buyer has the right to obtain environmental inspections will order provide 503 Property including Phase I and Phase II Environmental Site Assessments, as applicable. O Seller ®Buyer Sf04 Phase I Environmental Site Assessment, Phase 11 Environmental Site Assessment (compliant with most current version of the 505 applicable ASTM E1527 standard practices for Environmental Site Assessments) and/or Nlil, at the expense 506 of O Setter ® Buyer (Environmental Inspection). In addition, Buyer, at Buyer's expense, may also conduct an evaluation 507 whether the Property complies with the Americans with Disabilities Aci (ADA Evaluation). All such inspections and evaluations 508 must be conducted at such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' 509 business uses of the Property, if any. 510 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the action 511 Environmental Inspection Objection Deadline will be extended by N/A days (Extended Environmental Inspec Closing Objection Date 512 Deadline) and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date, the 513 will be extended a like period of time. In such event, O Seller L] Buyer must pay the cost for such Phase It Environmental Site 514 Assessment. has515 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.5, Buyer the 516 Right ental Inspection Objection Deadline, or if applicable, the Extended to Terminate under § 25,1, on orla�vreEsrv�r'psl�l bon, in Buyer's sale 517 Environmental Inspection Objection Dendlitte, based on any unsatisfactory resnits of Enviromaental Inspection, 518 subjective discretion. 519 Buyer has the Right to Terminate under § 25.1, on or before ADA Evaluation Objection Deadline, based on any 52[3 unsatisfactory ADA Evaluation, in Buyer's sole subjectivea conditional upon the sale and closing of that certain property 521 10.7. Condititmal Upon Sale of Property. 522 owned by Buyer and commonly known as N/A. Buyer has the Right to Terminate 523 under § 25.1 effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale D entine if such 524 property is not sold and closed by such deadline. This § 10.7 is for the sole benefit of Buyer. If Seller does receive Buyer's 525 Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right Tee Terminate Buyer his O pr ®Does Not n. 526 10.8. Source of Potable Water (Residential Land and Residential Improvements 527 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water 528 for the Property. ® There is No Well. Buyer O Does O Does Not acknowledge receipt of a copy of the current well permit. 529 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 530 WATER. YOU MAY WISH TO CONTACT' YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 531 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 532 10.9. Feasting Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned 533 to the Buyer at the time of Closing contain any rent concessions, rent reductions , alter, modify, extend rent toccamas s except ep Leases nor will losed n thn Seller 534 enter r other writing received by Buyer petty without ill thouttthhe prior written consent of Buyer, which consent will not be unreasonably 535 enter into any new leases affecting the l'rogeuty 536 withheld or delayed. 537 11. TENANT ESTOPPEL STATEI' . 538 11.1. Tenant Estoppel Statements Conditions. Buyer has the right to =view w and objcttoany statements i t a fppc1 Sand cents. 539 Seller must obtain and deliver to Buyer on or before Tenant Estoppel Statements (Etance stoppel reasonably acceptable to Buyer, from each occupant or tenant at the Property to pel Statement) attached to a copy of the Lease 541 stating: t date of the Lease and scheduled termination date of the Lease; 542 11.1.1. The commencement 543 11.1.2. That said Lease is in full force and effect and that there have been no subsequent moditicatiens or 544 amendments; paid to Seller; 545 11.13. The amount of any advance rentals paid, rent concessions given, and deposits 546 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 547 11..1.5. That there is no default under the terms of said Lease by landlord or occupant; and 548 11.1.6. That the Lease to which the Estoppel is attached is a true, correct and complete copy of the Lease demising 549 the premises it describes - 550 11.2. Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under § 25,1, on or before Tenant 551 Estoppel Statements Objection Deadline, based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective discretion, CBS44-55. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) 10128/20151109 Seller initials rugs 11 or 1S Buyer Inc DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DocuSigri Envelope ID: 7EZDFB1 D-0FF0 424O2A114C5A132FAB512 552 or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline. Buyer also has the 553 unilateral right to waive any unsatisfactory Estoppel Statement. 554 555 [ CLOSING PROVISIONS 556 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 557 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to 558 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If 559 Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing 560 Company, in a timely manner, all required loan documents and financial information concerning Buyer's new loan. Buyer and 561 Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this 562 transaction. Buyer and Seller will si su and complete all customary or reasonably required documents at or before Closing. 563 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions 0 Are ® Are Not executed with 564 this Contract. 565 12.3. Closing. Delivery of deed linen Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 566 the Closing Date or by mutual agreement at an earlier date. The hour and place of Closing will be as designated by 567 mutual among pasties. 563 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that coats, quality, and extent of service vary 569 between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 570 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the 571 other terms and provisions hereof, Seller must execute and deliver a good and sufficient Gannral Warranty deed 572 to Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as 573 provided herein, title will be conveyed free and clear of all liens, including any governmental liens for special improvements 574 installed as of the date of Buyer's signature hereon, whether assessed or not. Title will be conveyed subject to: 575 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents 576 accepted by Buyer in accordance with Record Title, 577 13.2. Distribution utility easements (including cable TV), , 578 13.3. Those specifiralhy described rights of third parties not shown by the public records of which Buyer has actual 579 knowledge and which were accepted by Buyer in accordance with Off -Record Title and New IL.C ar New Survey, 580 13.4. Inclusion of the Property within any special taxing district, and 581 13.5. Any special assessment if the improvements were not installed as of the date of Buyer's signature hereon, whether 582 assessed prior to or after Closing, and 583 13.6. Other N/A. 584 14. PAYMENT OF ENCUMBRANC FS. Any encumbrance required to be paid will be paid at or before Closing from the 585 proceeds of this transaction or from any other source. 586 15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEE'S AND TAXES. 587 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required 588 to be paid at Closing, except as otherwise provided herein. 589 15.2. Closing Services Fee. The fee for teal estate closing services must be paid at Closing by O Bayer 0 Seller 590 ® pie -Half by Buyer and One -Half by Seller O Other N/A. 591 15.3. Stains Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of 592 assessments (Status Letter) must be paid by O None O Buyer © Seller O One-half by Buyer and One Half by Seller. 593 Any record change fee assessed by the Association including, but not limited to, ownership record transfer fees regardless of name 594 or title of such fee (Association's Record Change Fee) must be paid by O None O Buyer 0 Seiler O One -Half by Buyer 595 and One -Halt by Seller. 596 15.4. Local Transfer Tax. 0 The Local Transfer Tax of WA % of the Purchase Price must be paid at Closing by 597 O None O Buyer O Seller O One -Half by Buyer and One-neif by Seller. payable Closing, 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, at Closin , such S99 as community association fees, developer fees and foundation fees, must be paid at Closing by O None O Buyer O Seller 600 O One -Half by Buyer and One-Balf by Seller. The Private Transfer fee, whether one or more, is for the following association(s): 601 N/A in the total amount of N/A (X, of the Purchase Price or $ 602 15.6. Water Transfer Fees. The Water Transfer Pees can change. The fees, as of the date of this Contract, do not exceed 603 $ N/A for: 604 O Water Stock/Certificates O Water District Page 12 et IS Ct364•6-15. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) 10/2212016 11:09 , Buyer inttla Seller initials DocuSign Envelope ID: 31 F30DC4-6EDS-488D-82O2-473DD9779FC8 DocmS€un Envelope ID: 7E3DFB1D-4FF©424U-BAi7-4GSR82F. 3512 605 O Augmentation Membership O Small Domestic Water Company O N/A 606 and must be paid at Closing by O None O Buyer O Seller O One -1 if by Buyer and One -Half by Seller 607 15.7. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 603 O None O Buyer O Seller O One -Half by Buyer and One -Half by Seller . 609 16. PROBATIONS. The following will be prorated to Closing Date, except as otherwise provided: 610 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the 611 year of Closing, based on O Taxes for the Calendar Year Immediately Preceding Closing ® Most Recent Mill Levy and 612 Most Recent Assessed Valuation. O Other N/P_ 613 162. Rents. Rents based on O Rents Actually Received O Accrued. At Closing, Seller will all tenants or in creditwto a£ 614 Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions, and notify 615 such transfer and of the transferee's name and address. Seller moat assign to Buyer all Leases in effect at Closing and Buyer must 616 assume Seller's obli tions under such Leases. in 617 16.3. Association Assessments. Current regular Association assessments and dues (Association Asseossme ts) paid 618 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments r deferred 619 maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. 620 Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, en amount for reserves or working capt 621 Any special assessment assessed prior to Closing Date by the Association will be the obligation of O Buyer ® Seller. Except 622 however, any special assessment by the Association for improvements that have been installed as that the of Buyer uy 'ssi r alum 623 hereon, whether assessed prior to or after Closing, will be the obligation of Seller. Seller represents 624 Assessments are currently payable at approximately year assessments and that there Ire ase 5noh unpaid regular 625 or special assessments against the Property exceptthe current regular 626 assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request the Association to 627 deliver to Buyer before Closing Date a current Status Letter. loan, and N/A. 628 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing 629 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations are final. 630 17. POSSESSION. Possession of the Property will he delivered to Buyer on Possession Date at Possession Time, subject to 631 the leases as set forth in § 10.6.1.7. 633 If Seller, after Closing, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable 632 634 to Buyer for payment of $ N/A per day (or any part of a day notwithstanding § 18.1) from Possession Date and 635 Possession Time until possession is delivered. 636 637 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE. 633 18.1. Day. As usedin this Contract, the term "day" means the entire day ending at 11..59 p.m., United States Mountain 639 Time (Standard or Daylight Savings as applicable). of days, when the ending date t5 not specified, 640 182. Computation of Period of Days, Deadline. In computing a period Y . 641 the first day is excluded and the last day is included (e.g., three days afterMEC). If any deadline falls on a Saturday, Sunday or 642 federal dor Colorado or Holiday. Should neither box beadline chccke® the deadlinWill O e will not he exNot be etesidedded 4 the next day that is not a 643Saturday, 644 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 645 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 646 condition existing as of the date of this Contract, ordinary wear and tear excepted. and 647 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire., or causes of 648 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Property Damage), if the repair of 649 the damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance 650 proceeds, will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under 651 § 25.1, on or before Closing Date if the Property is not repaired before ClosingDate or if the damage exceeds such sum. Should b52 Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance 653 proceeds that were received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus 654 the amount of any deductible provident far in the insurance policy. This credits may unot to teed ed the teePurchase ur hti a Date to have the Price. In the event 655 Seller has not received the insurance proceeds prior to Closing, the p may the at v Closing, if 656 Property repaired prier to Closing or, at the option of Buyer, (t) Seller must as gn to Buyerer into aa riwght ton g proceeds P prepared by nthe 657 acceptable to Seller's insurance company and Buyer's lender; or (2) the parties may GENERAL PROVISIONS DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DocuSign Envstape ID: 7E3DFB1D-4FF0.4249-BA17-4G5Aa2FAE512 658 parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and 659 will receive due to such damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the 660 insurance claim. 661 19.2. Damage, Inclusions and Services. Should any inclusion or service (including utilities and communication 662 services), system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged 663 between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement 664 of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the 665 maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance 666 proceeds received by Buyer covering such repair or replacement If the failed or damaged Inclusion or Service is not repaired or 667 replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 25.1, on or before 668 Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or 669 Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim against the 670 Association, if any, will survive Closing. Seller and Buyer are aware of the existence of pre -awned home warranty programs that 671 may be purchased and may cover the repair or replacement of such Inclusions. 672 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 673 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 674 action. Buyer has the Right to Terminate under § 25.1, on or before Closing Date, based on such, condemnation action, in Buyer's 675 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 676 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 677 of the Property or Inclusions but such credit will not include relocation benefits or expenses, or exceed the Purchase Price. 678 19.4. Walk -Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the 679 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract 680 19.5. Risk of Loss — Growing Crops. The risk of loss for damage to growing crops by fire or other casualty will be borne 681 by the party entitled to the growing crops as provided in 12.8 and such party is entitled to such insurance proceeds or benefits for 682 the growing crops. 683 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge 684 that the respective broker has advised that this Contract has important legal consequences and has recommended the examination 685 of title and consultation with legal and tax or other counsel before signing this Contract. 686 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. lime is of the essence for all dates anti deadlines in this Coutract 687 This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored 688 or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non -defaulting 689 party has the following remedies: 690 21.1. If Buyer is in Default: 691 O 21.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid 692 by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty, and the Parties agree 693 the amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect 694 to treat this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both. 695 21.1.2. Liquidated D mates, Applicable. This $ 21.1.2 applies unless the box in 21.1.L is checked. Seller 696 may cancel this Contract. All Earnest Mosley (whether or not paid by Buyer) will be paid to Seller, and retained by Seller: It is 697 agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES, and not a penalty, which amount the parties agree 698 is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), saidpayment of Earnest Money is SELLER'S ONLY 699 REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific 700 performance and additional damages. 701 212. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received 702 hereunder will be returned and Buyer may recover such damages as may be proper. Alternatively, Buyer may elect to treat this 703 Contract as being in full force and effect and Buyer has the right to specific performance or damages, or both. 704 22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 705 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all 706 reasonable costs and expenses, including attorney fees, legal fees and expenses. 707 23. MEDIATION. If a dispute arises relating to this Contract, (whether prior to or after Closing) and is not resolved, the parties 708 must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps 709 to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is 71© binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 711 and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire CBS4.6-15. CONTRACT TO BM AND SELL REAL ESTATE (LAND) I0128/2036 11:09 Buyer ia'stix12-- Seller inItiats Pap 14 et 15 DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 Doru5t n Envelop® :7E3DFB1D-0FF0.424tt 17-4C5A82FAS6t2 712 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at 713 that party's last known address (physical or electronic as provided in § 27). Nothing in this Section prohibits either party from 714 filing a lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. 715 This section will not alter any date in this Contract, unless otherwise agreed. 716 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 717 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding 718 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole 719 subjective discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and 720 deposit Earnest Money into a court of competent jurisdiction, (Earnest Money Holder is entitled to recover court costs and 721 seasonable attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money 722 Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the 723 lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is 724 authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit, and has 725 not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order 726 of the Court. The parties reaffirm the obligation of Mediation. This Section will survive cancellation or termination of this 727 Contract. 728 25. TERMINATION. 729 25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 730 termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate ), provided such written 731 notice was r"eived on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 732 before the specified deadline, the parry with the Right to Terminate accepts the specified matter, document or condition as 733 satisfactory and waives the Right to Ter mate under such provision. 734 25.2. Effect of Te itination. In the event this Contract is terminated, all Earnest Money received hereunder will be 735 returned and the parties are relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24. 736 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified 737 addenda, constitute the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining 738 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the 739 teens of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right 740 or obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the 741 sane. Any successor to a Party receives the predecessor's benefits and obligations of this Contract. 742 27. NOTICE, DELIVERY, AND CHOICE OF LAW. 743 27.1. Physical Delivery and Not₹ce. Any document, or notice to Buyer or Seller must be in writing, except as provided in 744 § 272, and is effective when physically received by such party, any individual named in this Contract to receive documents or 745 notices for such party, the Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after 746 Closing must be received by the party, not Broker or Brokerage Firm). 747 272. Electronic Notice. As an alternative to physical delivery, any notice, may be delivered in electronic form to Buyer 748 or Seller, any individual named in this Contract to receive documents or notices for such party, the Broker or Brokerage Firm of 749 Broker working with such party (except any notice or delivery after Closing must be received by the party, not Broker or 750 Brokerage Firm) at the electronic address of the recipient by facsimile, email or Internet . 751 27.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (1) email at the email 752 address of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to 753 access the documents, or (3) facsimile at the Fax No. of the recipient. 754 27.4. Choice of LawThis Contract and all disputes arising hereunder are governed by and construed in accordance with 755 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 756 located in Colorado. 757 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 758 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or 759 before Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between 760 Seller and Buyer. A copy of this Contract may be executed by each party, separately, and when each party has executed a copy 761 thereof, such copies taken together are deemed to be a full and complete contract between the parties. 762 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not O554.6•t5. CONTRACT TOBUY AND SELL REM, ESTATE (LAND) 10/28/20145 :BR Page IS or 15 Buyer tnitial�l ;- Slier tattles DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DocuStgn Envelop ID: 7E3DFB1D-(IFF0-424n-BA17-4CS.A82FAB512 763 limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations, Title 764 Insurance, Record Title and Off -Record Title, New ILC, New Survey and Property Disclosure, Inspection, Indemnity, 765 Insurability, Due Diligence, Buyer Disclosure and Source of Water. 766 ADDITIONAL PROVISIONS AND ATTACHMENTS 767 30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 768 Commission.) 769 N/A 770 771 772 773 774 775 776 777 31. ATTACI11 NTS. 773 31.1. The following attachments are a part of this Contract: 779 N/A 780 781 782 783 784 31.2. The following disclosure forms are attached but are not a part of this Contract: 785 N/A 786 787 788 789 790 SIGNATURES Buyer's Name: Outwoxld Property Investment, LW .. ---U04,aS0nedt:r 10/28/2016 Buyer's Signature Brian Fn11car Address: 8215 Cattail Drive Nivotr CO 80503 Phone No.: N/A Fax No.: N/A Email Address: bgfuller. outvarldegmail . corn Date 791 [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to Ii 32] Seller's Name: Longmont Vistas View Ilea1 Estate, Inc nether Lapin yyza‘ CnS,1-5-I$. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) 10/2Z/2016 t 1:09 rage 16 MIS Buyer hittia Seiler initiate DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DocuSign Envelope ID: 7E3DF81D.OFFO-4249-BA17-4C5A02FAB512 Address: 2200 Rittenhouse Street #175 Des Moines, IA 50321 Phone No.: N/A Fax No.: N/A Email Address: N/A 792 793 32. COUNTER; REJECTION. This offer is O Countered O Rejected. 794 Initials only of party (Buyer or Seller) who countered or rejected offer 795 END OF CONTRACT TO BUY AND SELL REAL ESTATE 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker O Does ® Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be m- de within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a ® Buyer's Agent O Seller's Agent O Transaction -Broker in this transaction. O This is a Change of Status. Brokerage Firm's comp -.nation or commission is to be paid by ❑f Listing Brokerage Firm O Buyer O Other N/A. Brokerage l^inn's Name: Broker's Name: Address: Phone No.: Fax No.: Email Address: LXV Sotheby's Intl Realty Jeffery Erickson toP fricksegn, • rat t-ueFecc4sc:.. 10/28/2016 Broker's Signature: 2050 Walnut St Ste 100 Boulder, CO 80302 (303) 443-6161 (303) 443-8822 Jeff.enacksongsothebysrealty.coin Date 34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker ❑ Does © Does Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Seller as a fl Seller's Agent O Buyer's Agent ❑ Transaction -Broker in this transaction. CB54.6-15. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) I012V2016 11:09 Page 17 of IS Buyer int Seller intelale 1 Z DocuSign Envelope ID: 31 F30DC4-6ED8-488D-82O2-473DD9779FC8 DocuSlgn Enveiope ID: TE3DFB1D-0FFD-4249-BA17-4C5AB2FAB5i2 796 ❑ This is a Change of Status. Brokerage Firm's compensation or commission is to be paid ® : er ❑ Buyer ❑ Other N/A - Brokerage Firm's Name: t Kingdom — Broker's Name: A'an� Hunt Address: Phone No.: Fax No.: Email Address: stare: 217 KGn Pratt 81vd #100 Longmont, CO 80501 (303) 776-3344 (303) 776-3311 dhunt@rrkre..com It 2.61y CAS44-T5. CONTRACT TO BUY ANi3 SELL REAL ESTATE (LAND) 10/28/2016 11:D9 `* Page 18 of 18 Buyer 1ntiIa1• ` Seller iszci CHASE uNDELJVERABLE MAIL ONLY - BB P.O. BOX 6026, MAILCODE IL1-0054 CHIC/030 IL 80690 -6026 II„I 111111J,Itllrw,Il,I,.j,,I,Ilr,l,Illluull,Ill„ UflI 000603 \&cool 0et 16016- YNN TAPPIST WINGS, LLC 8215 CATTAIL DIR NIINOT CO 80603-7285 Customer Number: Bill Date: 06/09/16 Due Date: 06123/16 Billing Period - 05/23/16 through 06/23/16 Please note that the orient interest has been projected from 06/09/16 through 06/22/16 Page 1 of 3 al Loan invoice Invoice Number 0000000963 Summary Principal Due This Period Past Due Principal Interest Due This Period Pest Due interest Fees Due This Period Past Due Fees Late Charge This Period Past Due Late Charges Total Payment Due $0.00 $0.00 $267.73 $0.00 $0.00 $0.00 $0.00 $0.00 $287.73 I If you have questions 'AA i fi rg this Invoice; or If your address has changed, please contact your relationship manager or Business Service Line at 1-800-242.7338. If you would like future payments automatically deducted from your account, please contact your relationship manager. Commercial Loan invoice (Mass detach end return ps7 Principal Due This Period Past Due Principal Interest Due This Period Past Due interest Fees Due This Period Past Due Fees Late Charge This Period Past Due Late Charges Total Payment Due $0.00 $0.00 $267.73 $0.00 30.00 $0.00 $0.00 saw $267.73 Customer Name Due Date Account Customer/Account # invoices TAPPIST MONKS, LLC 06/23/16 Check box if your address has changed and indicate new ❑ address on reverse Amount Enclosed $ II„I,1III.II1111ll,riftl&&lhll„1.Uj I11.,Ila,l,1I1,1II CHASE P.O. BOX 78039 PHOENIX AZ 86062-8039 0000000903 Page 2 of Crediting of Payments: Your payment is due on the date noted on the reverse side of this statement. Payments will be credited on the day we receive them if the payment is received by 10:00 a.m. in the time zone in which the mailing address on you payment coupon is located, and if (i) the payment is received on Monday through Friday except for legal holidays observed in the processing center; (ii) the payment is received at the address shown on your payment coupon; (iii) your payment Is made with a check or money order drawn on a US bank in US dollars; (iv) the attached payment coupon is enclosed with your payment; and (v) your payment is sent in the enclosed return envelope. Credit for payments made in any other manner may be delayed up to five (5) days during which time interest will continue to accrue. Please allow five to seven (5-7) days for payments to reach the payment address,. Please do not send cash through the mail. Please include your account number and name on the front of your check or money order. Do not staple, tape, or paper clip your payment to your payment coupon. If you dispute the amount you owe us and you send payment for less than the amount we believe you owe us, we do not lose any of our rights and the payment will not satisfy what you owe us or operate as an accord and satisfaction unless you send that amount to CHASE, P.O. BOX 6028, CHICAGO, iL 60680 and it is approved by the appropriate officer. Installment payments on certain SBA loans are applied in the following order: (1) interest accrued through the date of receipt (2) principal due, (3) fees, and (4) additional principal; If your loan is one of these SBA loans, the amount of each payment applied to interest, principal, and fees will differ depending on the date we receive the payment When you give us your mobile phone number, we have your permission to contact you at that rxunber about all your Chase or J.P. Morgan accounts. ourds. Your consent allows us to use text messaging, artificial or prerecorded voice messages and automatic dieing technology for informational and ac count service cads, but not for telemarketing or sales calls. It may include contact from companies weridng on our behalf to service your wits. Message and data rates may apply. PLEASE PRINT YOUR NEW INFORMATION: Account Number: VLC Name: Telephone: ( ) Street Address: ` Business Telephone: ( ) City: State: Zip: Email Address: Customer's Signature: CHASE TAPPIST MUNKS, LLC Account ,# Installment Loan 0000803 Vt.000100116016 - YMJ Customer Number: 451938779001 Bill 06/09/16 Due Date: 06/23/16 Billing Period - 05/23/16 through 06/22/16 Page 3 013 art varx ej Pertod 10-23-1 �, Tra Ion Typo Traneactlorr Type gh Amount Rate Accrual/Due Balance Ending Balance Prior invoice 05+'09/16 $0:00 $0.00 Beginning Interest Rate 05109/16 5.1962% $0.00 Rate Change 05/23/16 SOHO 5.198% Detail Advance 06/6116 $109,074.00 3109,074.00 Pr nckal Due This Period 06/22116 $0.00 Interest Due This Period 06/22116 $267.73 Tata! Due This Period 06/23/16 $267.73 Total Due This Account 06/23/16 $267.73 LAND TITLE GUARANTEE COMPANY 2595 CANYON BLVD #340 BOULDER, CO 80302 Phone: 303-444-4101 Fax: 303-393-4851 Land GUARANTEE C0MMNT WWW.LIGC.COM Ill 111111111111111111111111111111 STATEMENT OF SETTLEMENT "PURCHASERS" PROPERTY ADDRESS: 1725 VISTA VIEW DRIVE #B, C, AND D LONGMONT CO 80504 SELLER(S); ACME INVESTMENTS, LLC, A COLORADO LIMITED LIABILITY COMPANY BUYER(S): OUTWORLD PROPERTY INVESTMENT, LLC, A COLORADO LIMITED LIABILITY COMPANY SETTLEMENT DATE: March 25, 2016 DATE OF PRORATION: March 25, 2016 ITEM DESCRIPTION Sales Price Earnest Money Land Title Guarantee Company New Loan Amount Titk Insurance ALTA Loan Policy LAND 111 _ LE GUARANTEE COMPANY Endorsement Deletion of Standard Excps ALTA Loan Policy 06-17-06 (1) Tax Certificate LAND TITLE GUARANTEE COMPANY Record Warranty Deed Record Deed of Trust LAND TITLE GUARANTEE COMPANY Record LLC STATEMENT OF AUTHORITY Documentary Fee Current Taxes R1177802 2015 TAXES 01/01/16 to 03/25/16 @ $14.3075/day Current Taxes R1177902 2015 TAXES 01/01/16 to 03/25/16 @ $16.7059/day Current Taxes R1178002 2015 TAXES 01/01/16 to 03/25/16 @ $16.6373/day Origination Fee Tax Service Fee LERETA Appraisal Fee BEACHES 65 Credit Report KROLL Flood Certification PCI Document Preparation Fee ASSIGNMENT OF RENTS ........................ .. . .......... UCC Debit Credit 1,100,000.0O 150.00 100.00 25,000.00 825,000.00 63.00 16.00 151.00 16.00 110.00 3,250.00 228.00 L201.83 1,403.30 1,397.53 400.00 2.91 14.00 250.00 6L00 Loan Closing Fee LAN80.00 D 11LE GUARANTEE COMPANY 350.00 Real Estate Closing Fee LAND 1r1LE GUARANTEE COMPANY . Prepaid Owners Association Dues 03-25 to 04-01 @ 12.0968 VISTA BEACON 160.00 CONDO ASSOCIATION 84.68 APRIL 2016 DUES VISTA BEACON CONDO ASSOCIATION 375.00 **** SubTotals **** Due From Buyer/Borrower 1,105,861.59 Totals 854,002.66 251,858.93 ....... ................ .... 1,105,861.59 1,105,861.59 The above figures do not include sales or use taxes on property APPROVED AND ACCEPTED Form 13342 10/2013 ltgl.no.ach.adt FCC25137404 {24391912} MNKIS S�A K LOAN NUMBER LOAN NAME 95334-10 Outworld Property Investment, LLC NOTE AMOUNT INDEX (w/Margin) $825,000.00 Well Street Journal Prime plus 1.760% ACCT. NUMBER RATE 5.250% Creditor Use Only NOTE DATE 03/26/16 MATURITY DATE 03/25/28 INITIALS 005 LOAN PURPOSE Commercial PROMISSORY NOTE (Commercial - Single Advance) DATE AND PARTIES. The date of this Promissory Note (Note) is March 25, 2016. The parties and their addresses are: LENDER: BANK Of ESTES PARK 266 Park Lane P.O. Box 2390 Estes Park, CO 80517 Telephone: (970) 686.4485 BORROWER: OUTWORLD PROPERTY INVESTMENT, LLC a Colorado Limited Liability Company 8215 Cattail Drive Longmont, CO 80603 BRIAN GILDAS FULLER 8216 Cattail Drive Longmont, CO 80503 1. DEFINITIONS. As used in this Note, the terms have the following meanings: A. Pronouns. The pronouns "L" 'me," and "my" refer to each Borrower signing this Note, individually and together with their heirs, successors end assigns, and each other person or legal entity (including guarantors, endorsers, and sureties) who agrees to pay this Note. 'You" and 'Your" refer to the Lender, any participants or syndicators, successors and assigns, or any person or company that acquires an interest in the Loan. B. Note. Note refers to this document, and any extensions, renewals, modifications and substitutions of this Note. C. Loan. Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this transaction such ea applications, security agreements, disclosures or notes, and this Note. D. Loan Documents. Loan Documents refer to all the documents executed as a part of or in connection with the Loan. E. Property. Property is any property, real, personal Of intangible, that secures my performance of the obligations of this Loan. F. Percent. Rates and rate change limitations are expressed as annualized percentages. G. Dollar Amounts. All dollar amounts will be payable in lawful money of the United States of America. 2. PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, the principal sum of $826,000.00 (Principal) plus interest from March 25, 2016 on the unpaid Principal balance until this Note matures or this obligation is accelerated. 3. INTEREST. Interest wit accrue on the unpaid Principal balance of this Note at the rate of 6.260 percent (Interest Rate) until March 26, 2021, after which time it may change as described in the Variable Rate subsection. A. Int After Default, If you declare a default under the terms of the Loan, including for failure to pay in full at maturity, you may increase the Interest Rate otherwise payable as described in this section. In such event, interest wit accrue on the unpaid Principal balance of this Note at 18.000 percent until paid in full. B. Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Note will be limited to the maximum lawful amount of interest allowed by state or federal law, whichever is greater. Amounts collected in excess of the maximum lawful amount wti be applied first to the unpaid Principal balance. Any remainder will be refunded to me. C. Statutory Authority. The amount assessed or collected on this Note is authorized by the Colorado usury laws under Colo. Rev. Stat. 15-12.107. D. Accrual. Interest accrues using an Actual/360 days counting method. E. Variable Rate. The Interest Rate may change during the term of this transaction. ill Index. Beginning with the first Change Date, the Interest Rate will be based on the following index: the base rate on corporate loans posted by at least 70% of the 10 largest U.S. banks known as the Wet Street Journal U.S. Prime Rate. The Current Index is the most recent index figure available on each Change Date. You do not guaranty by selecting this Index, or the margin, that the Interest Rate on this Note wit be the same rate you charge on any other loans or class of loans you make to me or other borrowers. If this Index is no longer available, you will substitute a similar index, You wit give me notice of your choice. 121 Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change March 25, 2021 end every 60 months thereafter. 131 Calculation Of Change. On each Change Date you will calculate the Interest Rate, which will be the Current Index plus 1.750 percent. Subject to any limitations, this will be the Interest Rate until the next Change Date. The new Interest Rate will become effective on each Change Date. The Interest Rate and other charges on this Note will never exceed the highest rate or charge allowed by law for this Note. 141 Limitations. The Interest Rate changes are subject to the following Imitations: (a) Lifetime. The Interest Rate will never be less than 5.250 percent. (61 Effect Of Variable Rate. A change in the Interest Rate will have the following effect on the payments: The amount of scheduled payments will change. 4. ADDITIONAL CHARGES. As additional consideration, I agree to pay, or have paid, these additional fees and charges. A. Nonrefundable Fees and Charges. The following fees are earned when collected and will not be refunded if I prepay this Note before the scheduled maturity date. Loan Fee. AIM Loan Fee fee of 86,000.00 payable from separate funds on or before today's date. Tax Service. Aln) Tax Service fee of $228.00 payable from separate funds on or before today's date. Loan Origination. Alin Loan Origination fee of $3,260.00 payable from separate funds on or before today's date. Flood Insurance Monitoring Charge. Alin) Flood Insurance Monitoring Charge fee of $2.00 payable from separate funds on or before today's date. Appraisal Reivew. ARM Appraisal Reivew fee of $400.00 payable from separate funds on or before today's date. Assignment of rants. Alin) Assignment of rents fee of 861.00 payable from separate funds on or before today's date. UCC. Ain) UCC fee of 819.00 payable from separate funds on or before today's date. Credit Report. A(n) Credit Report fee of $2.91 payable from separate funds on or before today's date. Tax Certificate. Ain) Tax Certificate fee of $63.00 payable from separate funds on or before today's date. Recording • Dead. A(nl Recording - Deed fee of $61.00 payable front separate funds on or before today's date. Outwofd Property Investment, LLC Colorado Promissory Note CO/4SFILSIN 000000000009625062N Wolters Kluwer Financial Services 01995, 2016 Bankers Systems" Initial Lender's Title Insurance. A(n) Lender's Title Insurance fee of 4250.00 payable from separate funds on or before today's date. Rood CerH8ca0on. A(n) Flood Certification fee of *12.00 payable from separate funds on or before today's date. Document Preparation. A(n) Document Preparation fee of $250.00 payable from separate funds on or before today's date. 6. REMEDIAL CHARGES. In addition to interest or other finance charges, I agree that I will pay these additional fees based on my method end pattern of payment. Additional rem4dial charges may be described elsewhere in this Note. A. Minimum Finance Charge - Conanardd/Ag. A(n) Minimum Finance Charge - Commercial/Ag equal to $25.00. 6. GOVERNING AGREEMENT. This Note is further governed by the Commercial Loan Agreement executed between you and me as a part of this Loan, as modified, amended or supplemented. The Commercial Loan Agreement states the terms and conditions of this Note, including the terms and conditions under which the maturity of this Note may be accelerated. When I sign this Note, I represent to you that I have reviewed and am in compliance with the terms contained in the Commercial Loan Agreement. 7. PAYMENT. I agree to pay this Note on demand, but if no demand is made, I agree to pay this Note In 120 payments. This Note is amortized over 300 payments. A payment of $4,981.54 will be due April 25, 2016, and on the 25th day of each month thereafter. I will make 60 scheduled payments of this amount. The scheduled payment amount may then change every 80 payments thereafter. Changes in the Interest Rate will not affect the scheduled payment amount during these periods. With each scheduled payment change the payment amount will be adjusted to reflect changes in the Interest Rate during the remaining term of this Note. In addition, changes to the scheduled payment amounts are subject to changes in the. Interest Rate as described in the Variable Rate subsection of this Note. A final payment of the entire unpaid balance of Principal and interest will be due March 25, 2028. Payments will be rounded to the nearest 5.01, With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day will, instead, be made on the last day of such month. Each payment I make on this Note will be applied first to interest that is due, then to principal that is due, and finally to late charges that are due. If you and I agree to s different application of payments, we will describe or, agreement on this Note. You may change how payments are applied in your sole discretion without notice to me. The actual amount of my final payment will depend on my payment record. 8. PREPAYMENT. I may prepay this Loan in full or in part et any time. Any partial prepayment will not excuse any later scheduled payments until I pay in full. 9. LOAN PURPOSE. The purpose of this Loan is for commercial real estate purchase. 10. ADDITIONAL TERMS. 1. Anual personal financial statement due with tax returns. 2. Annual tax retruna, including KI'a due to bank within 30 days of the applicable filing date. 11. SECURITY. The Loan is secured by separate security instruments prepared together with this Note as follows: Document Name Leases And Rents Assignment - 1725 Vista View Drive, Units B,C And D Deed Of Trust - 1725 Vista View Drive, Unit B,C And D, Longmont, CO 80504 Commercial Loan And Security Agreement - Outworid Property Investment, LLC, Brian Glides Fuller Parties to Document Outworld Property Investment, LLC Outworld Property Investment, LLC Outworid Property Investment, LLC, Brian Gildas Fuller Date of Security Document 03/25/16 03/25/16 03/26/16 12. UMITATIONS ON CROSS-COLLATERAUZATION. The cross-collateralizetion clause on any existing or future loan is void and ineffective as to the Loan, including any extension or refinancing. The Loan is not secured by a previously executed security instrument if a non -possessory, non -purchase money security interest is created in "household goods' in connection with a 'consumer loan," as those terms are defined by federal law governing unfair and deceptive credit practices- The Loan is not secured by a previously executed security instrument if you fail to fulfill any necessary requirements or fail to conform to any limitations of the Real Estate Settlement Procedures Act, (Regulation X), that are required for loans secured by the Property or if, as a result, the other debt would become subject to Section 670 of the John Warner National Defense Authorization Act for Fiscal Year 2007. The Loan is not secured by a previously executed security instrument if you fail to fulfill any necessary requirements or fail to conform to any limitations of the Truth in Lending Act, (Regulation ZI, that are required for loans secured by the Property. 13. DUE ON SALE OR ENCUMBRANCE. You may, at your option, declare the entire balance of this Note to be immediately due and payable upon the creation of, or contract for the creation of, any lien, encumbrance, transfer or sale of all or any part of the Property. This right Is subject to the restrictions imposed by federal law, as applicable. 14. WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor. A. Additional Waivers By Borrower. In addition, I, end any party to this Note and Loan, to the extent permitted by law, consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to this Note. (1) You may renew or extend payments on this Note, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. 131 You may release, substitute or impair any Property securing this Note. (4) You, or any institution participating in this Note, may invoke your right of set-off. (5) You may enter Into any sales, repurchases or participations of this Note to any person in any amounts and I waive notice of such sates, repurchases or participations. 161 1 agree that any of us signing this Note as a Borrower is authorized to modify the terms of this Note or any instrument securing, guarantying or relating to this Note. B. No Waiver By Lender. Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to Insist upon my strict performance of any provisions contained in this Note, or any other loan Document, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you. 15. COMMISSIONS. I understand and agree that you (or your affiliate) will earn commissions or fees on any insurance products, end may earn such fees on other services that I buy through you or your affiliate. 16. APPLICABLE LAW, This Note is governed by the laws of Colorado, the United States of America, and to the extent required, by the laws of the jurisdiction where the Property Is located, except to the extent such state laws are preempted by federal law. 17. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay the Loan is independent of the obligation of any other person who has also agreed to pay it. You may sue me atone, or anyone else who is obligated on the Loan, or any number of us together, to collect the Loan. Extending the Loan or new obligations under the Loan, will not affect my duty under the Loan and I will still be obligated to pay the Loan. This Note shall inure to the benefit of and be enforceable by you and your successors and assigns and shall be binding upon and enforceable against me and my personal representatives, successors, heirs and assigns. 18. AMENDMENT, INTEGRATION AND SEVERABIUTY. This Note may not be amended or modified by oral agreement. No amendment or modification of this Note is effective unless made in writing and executed by you and me. This Note and the other Loan Documents we the complete and final expression of the agreement. If any provision of this Note is unenforceable, then the unenforceable provision will be severed end the remaining provisions will still be enforceable. No present or future agreement securing any other debt I owe you will secure the payment of this Loan if, with respect to this loan, you fail to fulfill any necessary requirements or fall to conform to any limitations of the Truth in Lending Act (Regulation Z) or the Real Estate Settlement Procedures Act (Regulation X) that are required for loans secured by the Property or if, as a result, this Loan would become subject to Section 670 of the John Warner National Defense Authorization Act for Fiscal Year 2007. 19. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are not to be used to interpret or define the terms of this Note. Outworid Property Investment, LLC Colorado Promissory Note C0/4SFILSIN 000000000009625062N Wolters Kluwer Financial Services 01996, 2016 Bankers Systems. 20. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering it or mailing it by first class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one Borrower will be deemed to be notice to all Borrowers. I will inform you in writing of any change in my name, address or other application information. I agree to sign, deliver, and file any additional documents or certifications that you may consider necessary to perfect, continue, and preserve my obligetlons under this Loan end to confirm your lien status on any Property. Time is of the essence. 21. CREDIT INFORMATION. I agree to supply you with whatever information you reasonably request. You will make requests for this information without undue frequency, and will give me reasonable time in which to supply the information. 22. ERRORS AND OMISSIONS. I agree, if requested by you, to fully cooperate in the correction, ii necessary, in the reasonable discretion of you of any and all loan closing documents so that all documents accurately describe the loan between you and me. I agree to assume all costa including by way of Illustration and not limitation, actual expenses, legal fees and marketing losses for failing to reasonably comply with your requests within thirty 130) days. 23. AGREEMENT TO ARBITRATE. You or 1 may submit to binding arbitration any dispute, claim or other matter in question between or among you and me that arises out of or relates to this Transaction iDisputel, except as otherwise indicated in this section or as you end I agree to in writing. For purposes of this section, this Transaction includes this Note and the other Loan Documents, and proposed loans or extensions of credit that relate to this Note. You or I will not arbitrate eny Dispute within any "core proceedings" under the United States bankruptcy laws. You and I must consent to arbitrate any Dispute concerning a debt secured by real estate at the time of the proposed arbitration. You may foreclose or exercise any powers of sale against real property securing a debt underlying any Dispute before, during or after any arbitration. You may also enforce a debt secured by this real property and underlying the Dispute before, during or after any arbitration. You or I may, whether or not any arbitration has begun, pursue any self-help or similar remedies, including taking property or exercising other rights under the law; seek attachment, garnishment, receivership or other provisional remedies from a court having jurisdiction to preserve the rights of or to prevent irreparable injury to you or me; or foreclose against any property by any method or take legal action to recover any property. Foreclosing or exercising a power of sale, beginning and continuing a judicial action or pursuing self-help remedies will not constitute a waiver of the right to compel arbitration. The arbitrator will determine whether a Dispute is arbitrable. A single arbitrator will resolve any Dispute, whether individual or joint in nature, or whether based on contract, tort, or any other matter at law or in equity. The arbitrator may consolidate any Dispute with any related disputes, claims or other matters in question not arising out of this Transaction. Any court having jurisdiction may enter a judgment or decree on the arbitrator's award. The judgment or decree will be enforced as any other judgment or decree. You and I acknowledge that the agreements, transactions or the relationships which result from the agreements or transactions between and among you and me involve interstate commerce. The United States Arbitration Act will govern the interpretation and enforcement of this section. The American Arbitration Association's Commercial Arbitration Rules, In effect on the date of this Note, will govern the selection of the arbitrator and the arbitration process, unless otherwise agreed to in this Note or another writing. 24. WAIVER OF TRIAL FOR ARBITRATION. You and I understand that the parties have the right or opportunity to litigate any Dispute through a iris) by judge or jury, but that the parties prefer to resolve Disputes through arbitration instead of litigation. fl any Dispute Is arbitrated, you and I voluntarily and knowingly waive the right to have a trial by jury or judge during the arbitration. 25. WAIVER OF JURY TRIAL. If the parties do not opt far arbitration, then ail of the parties to this Note knowingly and intentionally, irrevocably and unconditionally, waive any and M right to a trial by jury in any litigation arising out of or concerning this Note or any other Loan Document or related obligation. Alt of Mhese parties acknowledge that this section has either been brought to the attention of each party's legal counsel or that each party had the opportunity to do so. 26. SIGNATURES. By signing under seal, I agree to the terms contained in this Note. I also acknowledge receipt of a copy of this Note. BORROWER: Outworid Property Investment, LLC BY kr., r r (Seal) Brian Gidas - , Member (Seal) LENDER: Bank of Estes Park By _ Harry M. Morgan, S{nJor Vice Presid Datev‘ ) (Seal) Outworfd Property Investment, LLC Colorado Promissory Note C0/4SFILSING00000000009625062N Wolters Kluwer Financial Services 01998, 2016 Bankers Systems'. Initials Page 3 PROMISSORY NOTE Borrower: Tappist Munks, LLC 8215 Cattail Drive Niwot. CO 80503 Lender: JPMorgan Chase Bank, NA Loveland Business Banking LPO 200 East Seventh Street Loveland, CO 80537 Date of Note: October 23, 2015 Principal Amount: 5450,000.00 PROMISE TO PAY. Tapplat Munks, LLC ("Borrower') promises to pay to JPMorgan Chase Bank, NA ("Lender"), or order, in lawful money of the United States of America, the principal amount of Four Hundred Fifty Thousand & 00/100 Dollars (5450,000.001 or so much as may be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan In accordance with the following payment schedule: During the period commencing on the date of this Note and ending on October 23, 2018 (the "Draw Period") the Borrower may request advances under this Note. During the Draw Period interest shall be due and payable as it accrues, commencing on November 23, 2015 and continuing on the same day of each month during the Draw Period thereafter. During the period commencing on the day after the termination of the Draw Period, and continuing until this Note is paid in full, Borrower shall make monthly payments as follows: commencing on November 23, 2016, and continuing on the same day of each calendar month thereafter, Borrower shall pay to Lender monthly installments of principal and interest, each in such equal amount required to fully amortize the principal amount outstanding on the last day of the Draw Period, at the rate of interest in effect immediately after the Drew Period, by that date which is 84 months from the termination of the Draw Period, provided, however in no event shag any monthly installment be less than accrued Interest. A final payment shall be due end payable on October 23, 2023 in the amount of the outstanding principal balance of this Note, plus all accrued but unpaid interest end any other unpaid amounts due under this Note. Payments end any other credits shall be allocated among principal, interest and fees at the discretion of Lender unless otherwise required by applicable law. Interest on this Note is computed on a 365/360 basis: that is, by applying the ratio of the interest rate over a year of 360 days. multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown on loan account statements sent to the Borrower, Lender's address shown in any payment coupon book provided to the Borrower, or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is the Treasury Securities Rate (the "Index"). "Treasury Securities Rate' shall mean the weekly average yield on United States Treasury Securities 'Constant Maturity Series issued by the United States Government for a term of seven (7) years, as most recently published by the Federal Reserve Board in Federal Reserve Statistical Release H.151519), immediately prior to the date this Note begins to accrue interest based upon the Index and most recently published before the effective date of each rate change upon this Note (provided, however, that if the sale of Treasury Securities by the United States Government has been suspended, or Treasury Securities are not being offered for sale, or the weekly average yield is no longer published by the Federal Reserve Board in Federal Statistical Release H.15)519), or for any other reason the Lender is not able to obtain a quotation from the Federal Reserve for the sale of such Treasury Securities, then Lender shall forthwith give notice thereof to Borrower and advise Borrower of a new index for determining the interest rate to be charged on this Note which, in the good faith judgment of Lender, shall be substantially equivalent to the Treasury Securities Rate). The principal balance of this Note will accrue interest at a rate based on the Index commencing on the date of this Note, unless this Note provides for another rate to apply for a specified period of time ("Other Rate Period"), whether as a result of a Draw Period, Interest Only Period, a promotional rate period, fixed rate period or any other period of time describing a different interest rate. If an Other Rate Period is provided for in this Note, then without notice on the day following the termination date of the Other Rate Period (the "Index Date"), the rate to be charged on this Note will change and be based on the Index most recently published prior to the Index Date. The rate to be charged on this Note will also change without notice to be based on the Index then in effect on every seventh anniversary of the date of this Note or, if there is an Other Rate Period, every seventh anniversary of the Index Date. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 3.190 percentage points over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Prepayment Premium. If Borrower prepays ell or any part of the principal balance of this Note, then Borrower shall pay to Lender a prepayment premium ("Premium") equal to the Prepaid Principal multiplied by the Premium Percentage. The term "Premium Percentage" shall mean five percent 15%) beginning on the date of this Note and ending on (and including) the first anniversary date of this Note; four percent 14%i beginning on the day after the first anniversary date of this Note and ending on (and including) the second anniversary date of this Note; three percent 13%) beginning on the day after the second anniversary date of this Note and ending on land including) the third anniversary date of this Note; two percent (2%) beginning on the day after the third anniversary date of this Note and ending on land including) the fourth anniversary date of this Note; one percent I1 %) beginning on the day after the fourth anniversary date of this Note and ending on land including) the fifth anniversary date of this Note; and zero percent (0%) beginning on the day after the fifth anniversary date of this Note and thereafter. The term "Prepaid Principal" shall mean the principal being prepaid on the Prepayment Date. The term "Prepayment Date" shall mean the date the prepayment is tendered. Notwithstanding anything herein to the contrary, a Premium shall not be due on any partial prepayment until the total of all partial prepayments paid during the calendar year lin which the partial prepayment is being tendered) has exceeded the following: lal $25,000.00, if the original principal amount of this Note is 8500,000.00 or less, (b) 5% of the original principal amount of this Note, if the original principal amount is more than $500,000.00, but less than $2,000,000.00, or (c) S100,000.00, if the original principal amount of this Note is $2,000,000.00 or more; provided, however, that no Premium shall be charged unless the Premium related to any partial prepayment exceeds $25.00. All partial prepayments shall be applied in such order and manner as Lender may from time to time determine in its sole discretion. A Premium shall be due whether a prepayment is made voluntarily or, where allowed by applicable law, made involuntarily as a result of the acceleration of maturity upon a default or otherwise. Failure by Lender to collect or demand a Premium at the time of prepayment shall not be deemed a waiver of Lender's right to such Premium or to any future premium. Subject to the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Business Banking Loan Servicing Disputed Accounts Department, P.O. Box 6026 Chicago, IL 60680-6026. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $25.00, whichever Is greater. INTEREST AFTER DEFAULT. Upon the occurrence of any Event of Default, including, but not limited to, (i) any material adverse change in the business assets, affairs, prospects or financial condition of Borrower or any guarantor, (ii) failing to provide financial statements, copies of Federal tax returns and other information relating to the financial condition, properties and affairs of the Borrower, any guarantor or grantor, as provided for in this Note and/or any Related Document, or (iii) failure to pay upon final maturity, Lender may, at Lender's option and if permitted by applicable law, a) add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in this Note, including any increased rate, and/or b), increase the interest rate on this Note by 3.000 percentage points (the "Default Rate Margin"). The Default Rate Margin shell also apply to each succeeding interest rate change that would have applied had there been no Event of Default. However, in no event will the interest rate exceed the maximum interest rate allowed under applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Transfer of Assets. Borrower leases, sells, or otherwise conveys, or agrees to lease, sell, or otherwise convey, a material part of its assets or business outside of the ordinary course of business. Defaults with Respect to Third Parties. Borrower fails to make any payment when due or fails to comply with or to perform any term, obligation, covenant or condition contained in any agreement between any other person and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Judgments or Decrees. One or more judgments or decrees shall be entered against the Borrower and such judgments or decrees shall not PROMISSORY NOTE (Continued) Page 2 have been vacated, discharged, stayed or bonded pending appeal. Death or insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure, replevin, repossession, attachment, levy, execution, or forfeiture proceedings, whether by judicial proceeding, self-help, or any other method, by any creditor of Borrower, or by any governmental agency against the Collateral or any other assets of Borrower. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Failure to Comply with Laws. Borrower fails to comply with all applicable statutes, laws, ordinances and governmental rules, regulations and orders to which it is subject or which are applicable to its business, property and assets. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Events Affecting Guarantor. Any of the preceding Events of Default occurs with respect to any guarantor of the Indebtedness as if the word "guarantor" were substituted for the word "Borrower" in such Event of Default, or any guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty. Events Affecting Grantor. Any of the preceding Events of Default occurs with respect to any grantor, pledgor or obligor of the Indebtedness as If "grantor", "pledgor" or "obligor" were substituted for the word "Borrower" in such Event of Default, or any grantor, pledgor, or obligor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Related Document or agreement. Insecurity. Lender in good faith believes itself insecure. LENDER'S RIGHTS. Upon the occurrence of any Event of Default, Lender may declare the entire unpaid principal balance on this Note and the Indebtedness and all accrued unpaid interest immediately due, without notice (except that in the case of any Event of Default of the type described in the DEFAULT - insolvency section herein, such acceleration shall be automatic and not at Lender's option), and then Borrower will pay that amount. Additionally, upon the occurrence of any Event of Default and until the entire unpaid principal balance on this Note and the Indebtedness is paid in full, without notice or demand and without waiving any other right or remedy, Lender may, at Lender's option, elect to impose increases in the interest rate pursuant to and as set forth in the section of this Note captioned "INTEREST AFTER DEFAULT" and, if included in this Note, the section captioned "PERFORMANCE BASED RATE CHANGES. Borrower shall be liable for any deficiency remaining after disposition of any collateral which Lender may choose to realize upon. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender the reasonable costs of such collection. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. Borrower grants to Lender a security interest in, as well as a right of setoff against, end hereby assigns, conveys, delivers, pledges and transfers to Lender, as security for repayment of the Indebtedness, all Borrower's right, title and interest in and to all Borrower's accounts (whether checking, savings, or some other account) with Lender or any subsidiary or affiliate of JPMorgan Chase & Co. leach hereinafter referred to as a "Lender Affiliate") and all other obligations at any time owing by Lender or any Lender Affiliate to Borrower. This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, without prior notice to Borrower and irrespective of (it whether or not Lender has made any demand under this Note or the Related Documents or (ii) whether such Indebtedness is contingent, matured or unmatured, to the extent permitted by law, to collect, charge and/or setoff all sums owing on the Indebtedness against any and all such accounts and other obligations, and, at Lender's option, to administratively freeze or direct a Lender Affiliate to administratively freeze all such accounts and other obligations to allow Lender to protect Lender's security interest, collection, charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by security interest in and lien upon all collateral described in any Related Document. LINE OF CREDIT. This Note evidences a non -revolving line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. Borrower is not entitled to reborrow amounts that have been advanced end repaid hereunder. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: IA) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (DI Borrower has applied funds provided pursuant to this Note for purposes other then those authorized by Lender; or (E) Lender in good faith believes itself insecure. LATE CHARGES. In the "Late Charge" provision set forth above, the following language is hereby added after the word "greater": "up to the maximum amount of Two Hundred Fifty Dollars (8250.00) per late charge". OVERPAYMENTS. No refund of any overpayment made by Borrower with the final payment on this Note will be required if the overpayment is less than 51.00. FINANCIAL STATEMENTS. Borrower shall furnish Lender with such financial statements and other related information at such frequencies and in such detail as Lender may reasonably request. ENFORCEABILITY AND ORGANIZATION. Borrower is duly authorized to transact business in all states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Borrower's execution, delivery and performance of this Note and all the Related Documents have been duly authorized by all necessary action by Borrower. This Note and all the Related Documents constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. If applicable, Borrower is an entity which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the state of its organization. INFORMATION WAIVER. Lender may provide, without any limitation whatsoever, to any one or more purchasers, potential purchasers, or affiliates of JPMorgan Chase & Co., any information or knowledge Lender may have about the undersigned or about any matter relating to this document and the Related Documents, and the undersigned hereby waives any right to privacy the undersigned may have with respect to such matters. INDEBTEDNESS. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents, together with interest on such amounts as provided in this Note, and all obligations, debts and liabilities, plus interest thereon, of Borrower or any one or more of them to Lender, as well as all claims by Lender against Borrower or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of this Note, whether voluntary or otherwise, whether due or not due, direct or indirect, absolute or contingent, liquidated or unliquidated and whether Borrower may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise and whether recovery upon such amounts may be or hereafter become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter become otherwise unenforceable; and further includes, without limitation, all principal, interest, and other amounts, costs and expenses payable under the Related Documents, whether executed by the Borrower or by any other person or entity, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Related Documents, together with interest thereon as provided in the Related Documents. RELATED DOCUMENTS. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental PROMISSORY NOTE (Continued) Page 3 agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and ell other instruments, agreements and documents, whether now existing or hereafter arising, executed in connection with the Indebtedness. LIABILITIES FOR OBLIGATIONS UNDER RELATED DOCUMENTS. Borrower also promises to pay to Lander all of the Indebtedness. Borrower acknowledges that some of the Related Documents, pursuant to which Indebtedness may arise, may be executed only by persons or entities other than the Borrower. PURPOSE. Borrower agrees that no advances under this Note shall be used for personal, family or household purposes and that all advances hereunder shall be used solely for business, commercial, agricultural or other similar purposes. JURY WAIVER. THE UNDERSIGNED AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, THE RELATED DOCUMENTS, OR ANY RELATIONSHIP BETWEEN OR AMONG THE UNDERSIGNED AND LENDER WHETHER ANY SUCH RIGHT NOW OR HEREAFTER EXISTS. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING EVIDENCED BY THIS DOCUMENT AND THE RELATED DOCUMENTS. GOVERNING LAW. The Lender's loan production office for this transaction is located at the address and in the State (the "LPO State") indicated in the LPO address or the loan production office address on the first page of this document. This document will be governed by and interpreted in accordance with federal law and the laws of the LPO State, except for matters related to interest and the exportation of interest, which matters shall be governed by and interpreted in accordance with federal law (including, but not limited to, statutes, regulations, interpretations and opinions) end the laws of the State of Ohio. However, if there is ever a question about whether any provision of this document is valid or enforceable, the provision that is questioned will be governed by whichever state or federal law would find the provision to be valid and enforceable. The loan transaction which is evidenced by this document has been made in the State of Ohio. VENUE. If there is a lawsuit, the undersigned agrees to submit to the jurisdiction of the courts of the county in the LPO State in which the Lender's loan production office is located. LENDER'S DISCRETIONARY MATURITY EXTENSION. Lender, in its sole discretion, shall have the right, from time to time, to renew and extend the maturity date of this Note (each a "Maturity Extension"). Borrower agrees Lender has no obligation to extend the original or any subsequent maturity date and may elect not to make a Maturity Extension at any time, even if one or more Maturity Extensions has previously been made. Lender will inform Borrower of any such Maturity Extension by written notice, executed by an officer of Lender, addressed to Borrower at its then current billing address, Notwithstanding the provision of this Note requiring that any alteration or amendment to this Note shall require the signature of Borrower, Borrower accepts and agrees to be bound by the Maturity Extension in the event this Note is not paid in full on the maturity date, or after the date of the Maturity Extension notice Borrower requests any advance or otherwise relies upon or utilizes the extension of credit evidenced by this Note for any purpose. PERIODIC FEES Not more often than one time in each calendar year, Lender may elect to charge a fee in an amount determined by Lender, in its sole discretion, for the extension of credit evidenced by this Note. The fee may be charged, payable in advance, for each year, or portion of a year, that there remains any unpaid amounts due on this Note or that advances remain available under the line of credit evidenced by this Note, including as a result of any Maturity Extension. The fee may be charged to the line of credit. No refund of any portion of the fee shall be made in the event of cancellation of the line of credit for any reason. PRIMARY DEPOSIT ACCOUNTS. Lender expects Borrower to maintain its primary deposit accounts at Lender. One of the factors the Lender will consider in modification or renewal of this Note is the status of such accounts. INITIAL RATE. Notwithstanding the provision in this Note for a variable rate of interest based upon the Index, during the Draw Period the unpaid principal balance of this Note shall accrue interest at a variable rate equal to the LIBOR Rate plus 4.755%. The term "LIBOR Rate" means the London interbank offered rate as administered by ICE Benchmark Administration for any other person or entity that takes over the administration of such ratel for a period of time equal to each Interest Period at approximately 11:00 A.M. City of London, England time two London Business Days prior to the first date of each Interest Period of this Note as such rate is displayed on the Reuters Screen ("Reuters") LIBOR01 or LIBDR02 Page, or such other page or pages as may replace such pages on Reuters for the purpose of displaying such rate. Provided, however, that if such rate is not available on Reuters then such offered rate shall be otherwise independently determined by Lender from an alternate, substantially similar independent source available to Lender or shall be calculated by Lender by a substantially similar methodology as that theretofore used to determine such offered rate in Reuters. If any LIBOR Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Note. "London Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions are generally authorized or obligated by law or executive order to close in the City of London, England. Each change in the rate to be charged on this Note will become effective without notice on the commencement of each Interest Period based upon the LIBOR Rate then in effect. "Interest Period" means each consecutive one month period (the first of which shall commence on the date of this Note) effective as of the first day of each Interest Period and ending on the last day of each Interest Period, provided that if any Interest Period is scheduled to end on a date for which there is no numerical equivalent to the date on which the Interest Period commenced, then it shall end instead on the last day of such calendar month. After the termination of the Draw Period the unpaid principal balance of the Note shall accrue interest as provided in the Variable Interest Rate section of this Note with each change in such rate to be computed from the termination date of the Draw Period. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of this Note. It is agreed that any payment which would otherwise for any reason be deemed unlawful interest under applicable law shall be deemed to have been applied to the unpaid principal balance of this Note, or to other Indebtedness. The unpaid balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. Unless specifically permitted otherwise by the terms and conditions of this Note, no alteration of or amendment to this Note shell be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of this Note, or the Related Documents or of any participation interest in this Note or Related Documents to one or more purchasers, whether related or unrelated to Lender. Borrower waives any and all notices of sale of this Note, the Related Documents or of any participation interests, as well as any notices of any repurchases of this Note, the Related Documents, or of any participation interests. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: TAPPIST MUNKS, By: C ,ntm am,"a.e. w. 5,6.03 an Cap _ Hag ao"asake«"... Mc.. IM,»,e. MO*,,, ..e. . m r:wei.,.r," ...14310.11c m awe IMO. COMMERCIAL GUARANTY Borrower: Tappist Munks, LLC ' 8215 Cattail Drive Niwot, CO 80503 Guarantor: Brian Fuller 8215 Cattail Drive Niwot, CO 80503 Lender: JPMorgan Chase Bank. NA Loveland Business Banking LPO 200 East Seventh Street Loveland, CO 80537 AMOUNT OF GUARANTY. The amount of this Guaranty Is Unlimited. CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Brian Fuller ("Guarantor") absolutely and unconditionally guarantees and promises to pay to JPMorgan Chase Bank, NA ("Lender") or its order, In legal tender of the United States of America, the Indebtedness las that term is defined below) of Tappist Munks, LLC (-Borrower") to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor Is unlimited and the obligations of Guarantor are continuing. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes any and all of Borrower's indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations and debts to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, end liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. NATURE OF GUARANTY. This Guaranty is a guaranty of payment and not of collection. Therefore, the Lender can insist that the Guarantor pay immediately, and the Lender is not required to attempt to collect first from the Borrower, any collateral, or any other person liable for the Indebtedness. OTHER GUARANTIES. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lender under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. The liability of Guarantor will be the aggregate liability of Guarantor under the terms of this Guaranty and any such other unterminated guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied end all of Guarantor's other obligations under this Guaranty shell have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantor's under this Guaranty. Guarantor shall be liable, jointly and severally, with Borrower and any other guarantor of all or any part of the Indebtedness, and release of any other guarantor of all or any part of the Indebtedness, or termination or revocation of any other guaranty of all or any part of the Indebtedness, shalt not affect the liability of Guarantor under this Guaranty. It is anticipated that fluctuations may occur In the aggregate amount of Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars ($0.001. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; IC) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral, and release the Borrower, with or without the assumption of the Indebtedness by any other entity; (D1 to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; 1E) to determine how, when and what application of payments and credits shall be made on the Indebtedness (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (GI to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (81 this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (DI the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (GI no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (HI no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; Ill Lender has made no representation to Guarantor as to the creditworthiness of Borrower; (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition; and (K) as of the date hereof, and after giving effect to this Guaranty, (1) Guarantor is end will be solvent, (21 the fair saleable value of Guarantor's assets exceeds and will continue to exceed Guarantor's liabilities (both fixed and contingent), (3) Guarantor is and will continue to be able to pay Guarantor's debts as they mature, and (4) if Guarantor is not an individual, Guarantor has and will continue to have sufficient capital to carry on its business and all businesses in which it is about to engage. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (8) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; IC) to resort for payment or to proceed directly, initially or at once against Borrower, any surety, endorser, guarantor, or other person, including but not limited to, any right to request or require Lender to commence, prosecute and/or enforce any action against Borrower, any surety, endorser, guarantor or other person; ID) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. COMMERCIAL GUARANTY (Continued) Page 2 The Guarantor agrees that the provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of the Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Guarantor's liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantor or the Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Guarantor also waives any and all rights or defenses arising by reason of (A) any "one action" or "anti -deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (8) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (Cl any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (DI any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (El any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; (F) any right to claim the Guaranty is conditioned on anyone else executing this or any other guaranty; or (G) any rights or defenses at law or in equity given to guarantors, or given to sureties to the extent such rights or defenses are available to a guarantor, other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrowers trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. Guarantor grants to Lender a security interest in, as well as a right of setoff against, and hereby assigns, conveys, delivers, pledges and transfers to Lender, as security for repayment of the Indebtedness, all Guarantor's right, title and interest in and to all Guarantor's accounts (whether checking, savings, or some other account) with lender or any subsidiary or affiliate of JPMorgan Chase & Co. (each hereinafter referred to as a "Lender Affiliate") and all other obligations at any time owing by Lender or any Lander Affiliate to Guarantor. This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which the grant of a security interest would be prohibited by law. Guarantor authorizes Lander, without prior notice to Guarantor and irrespective of (i) whether or not Lender has made any demand under this Guaranty or the Related Documents or (iii) whether such Indebtedness is contingent, matured or unmetured, to the extent permitted by law, to collect, charge and/or setoff all sums owing on the Indebtedness against any and all such accounts and other obligations, and, at Lender's option, to administratively freeze or direct a Lender Affiliate to administratively freeze all such accounts and other obligations to allow Lender to protect Lender's security interest, collection, charge and setoff rights provided in this paragraph. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency end consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's reasonable costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the reasonable costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are riot to be used to interpret or define the provisions of this Guaranty. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words `Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. It a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Any notice required to be given under this Guaranty shell be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Ali revocation notices by Guarantor shalt be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in COMMERCIAL GUARANTY (Continued) Page 3 the sole discretion of Lender. Successors end Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their successors and assigns. JURY WAIVER. THE UNDERSIGNED AND LENDER (BV ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, THE RELATED DOCUMENTS, OR ANY RELATIONSHIP BETWEEN OR AMONG THE UNDERSIGNED AND LENDER WHETHER ANY SUCH RIGHT NOW OR HEREAFTER EXISTS. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING EVIDENCED BY THIS DOCUMENT AND THE RELATED DOCUMENTS. GOVERNING LAW. The Lender's loan production office for this transaction is located at the address and in the State (the "LPO State") indicated in the LPO address or the loan production office address on the first page of this document. This document will be governed by and interpreted in accordance with federal law and the laws of the LPO State, except for matters related to interest and the exportation of interest, which matters shall be governed by and interpreted in accordance with federal law (including, but not limited to, statutes, regulations, interpretations and opinions) and the laws of the State of Ohio. However, if there is ever a question about whether any provision of this document is valid or enforceable, the provision that is questioned will be governed by whichever state or federal law would find the provision to be valid and enforceable. The loan transaction which is evidenced by this document has bean made in the State of Ohio. VENUE. If there is a lawsuit, the undersigned agrees to submit to the jurisdiction of the courts of the county in the LPO State in which the Lender's loan production office is located. INFORMATION WAIVER. Lender may provide, without any limitation whatsoever, to any one or more purchasers of any Indebtedness, potential purchasers of any Indebtedness, or affiliates of JPMorgan Chase & Co., any information or knowledge Lender may have about Guarantor or about any matter relating to the Indebtedness, and Guarantor hereby waives any right to privacy Guarantor may have with respect to such matters. EXAMPLES OF INDEBTEDNESS, INCLUDING DEPOSIT ACCOUNT INDEBTEDNESS, LOAN INDEBTEDNESS, ETC., TOGETHER WITH EXCLUSION OF BORROWER'S CONSUMER INDEBTEDNESS. Guarantor agrees the Indebtedness as described herein in the paragraph captioned indebtedness Guaranteed" is used in its most comprehensive sense. As examples, and not as limitation, the Indebtedness of Borrower includes: (a) any overdraft in any deposit account of Borrower, accruing for any reason, (b) any obligations, including any overdraft in any deposit account of Borrower, related to Automated Clearing House ('ACH') services or products, deposit account services or products, or treasury management services or products, including any agreement with respect thereto; (c) any transaction (including any agreement with respect thereto) between Borrower and the Lender or JPMorgan Chase & Co., or any of its subsidiaries or affiliates or their successors, which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross -currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures (each a 'Rate Management Transaction"); (d) any obligation related to any loan or credit transaction (including any agreement with respect thereto), whether evidenced by a promissory note, credit agreement, letter of credit application, or any other agreement; le) any obligation related to commercial credit card transactions (including an agreement with respect thereto); If) any obligation related to any lease (including an agreement with respect thereto); (g) any obligation related to any guaranty of the obligations of others by Borrower; (h) any obligation under a Related Document; and (i) all other obligations of Borrower to Lender. The Indebtedness shall not include credit, obligations, liabilities, or indebtedness of the Borrower incurred primarily for personal, family or household purposes. REPORTS TO CREDIT BUREAUS. Guarantor acknowledges that Lender may report information to credit bureaus about term loan or line of credit evidenced by the Note and about any Indebtedness. Late payments, missed payments, or other defaults on the Note or other Indebtedness may be reflected in the credit reports of Guarantor. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower' means Tappist Munks, LLC, and all other persons and entities signing the Note in whatever capacity. Guarantor. The word 'Guarantor' means each and every person or entity signing this Guaranty, including without limitation Brian Fuller. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word 'Lender" means JPMorgan Chase Bank, NA, its successors and assigns. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. GUARANTOR ACKNOWLEDGES HAVING READ AU. THE PROVISIONS OF THIS COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY IS DATED OCTOBER 23, 2015. t LIMITED LIABILITY COMPANY RESOLUTION Company: Tappist Munks, LLC 8215 Cattail Drive Niwot, CO 80503 Lender: JPMorgan Chase Bank, NA Loveland Business Banking LPO 200 East Seventh Street Loveland, CO 80537 WE, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: THE COMPANY'S EXISTENCE. The complete and correct name of the Company is Tappist Monks, LLC ("Company"). The Company is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Colorado. The Company is duly authorized to transact business in all other states in which the Company is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the Company is doing business. Specifically, the Company is, and at all times shall be, duly qualified as a foreign limited liability company in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. The Company has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. The Company maintains an office at 8216 Cattail Drive, Niwot, CO 80503. Unless the Company has designated otherwise in writing, the principal office is the office at which the Company keeps its books and records. The Company will notify Lender prior to any change in the location of The Company's state of organization or any change in The Company's name. The Company shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi -governmental authority or court applicable to the Company and The Company's business activities. r� RESOLUTIONS ADOPTED. At a meeting of the members of the Company, duly called end held on C , at which a quorum C�' C/' was present and voting, or by other duly authorized action in lieu of a meeting, the resolutions set forth l this esolufiolf were adopted. MEMBER. The following named person is a member of Tappist Munks, LLC: NAMES TITLES AUTHORIZED Brian Fuller Member Y X CTUAL SIGNATURES ACTIONS AUTHORIZED. The authorized person listed above may enter into any agreements of any nature with Lender, and those agreements will bind the Company. Specifically, but without limitation, the authorized person is authorized, empowered, and directed to do the following for and on behalf of the Company: Borrow Money. To borrow and incur any indebtedness or credit accommodations from time to time from Lender, on such terms as may be agreed upon between the Company and Lender, such sum or sums of money as in their judgment should be borrowed or incurred, including without limitation, entering into reimbursement agreements related to letters of credit. Execute Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Company's credit accommodations, on Lender's forms, at such rates of interest end on such terms as may be agreed upon, evidencing the sums of money so borrowed or any of the Company's indebtedness to Lender, and also to execute and deliver to Lender one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of credit accommodations. Guaranty. To guarantee or act as surety for loans or other financial accommodations to any person or entity from Lender on such guarantee or surety terms as may be agreed upon with Lender. Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now or hereafter belonging to the Company or in which the Company now or hereafter may have an interest, including without limitation all real property and all personal property (tangible or intangible) of the Company, as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed (including any amendments to or modifications, renewals, and extensions of such promissory notes), or any other or further indebtedness of the Company, any other person or any other entity owed to Lender at any time, however the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated, encumbered or otherwise secured or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered. Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms and conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Subordination. To subordinate, in all respects, any and all present and future indebtedness, obligations, liabilities, claims, rights, and demands of any kind which may be owed, now or hereafter, from any person or entity to the Company to all present and future indebtedness, obligations, liabilities, claims, rights, and demands of any kind which may be owed, now or hereafter, from such person or entity to Lender ("Subordinated Indebtedness"), together with subordination by the Company of any and all security interests of any kind, whether now existing or hereafter acquired, securing payment or performance of the Subordinated Indebtedness; all on such subordination terms as may be agreed upon between the Company's Members and Lender and in such amounts as in his or her judgment should be subordinated. Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Company or in which the Company may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the Company's account with Lender, or to cause such other disposition of the proceeds derived therefrom as he or she may deem advisable. Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as the member may in his or her discretion deem reasonably necessary or proper in order to carry into affect the provisions of this Resolution. ASSUMED BUSINESS NAMES. The Company has filed or recorded all documents or filings required by law relating to all assumed business names used by the Company. Excluding the name of the Company, the following is a complete list of all assumed business names under which the Company does business: None. NOTICES TO LENDER. The Company will promptly notify lender in writing at Lender's address shown above for such other addresses as Lender may designate from time to time) prior to any (A) change in the Company's name; (8) change in the Company's assumed business namelsl; ICI change in the management or in the Members of the Company; ID) change in the authorized signer(s); (E) change in the Company's principal office address; (F) change in the Company's state of organization; (G) conversion of the Company to a new or different type of business entity; or (H) change in any other aspect of the Company that directly or indirectly relates to any agreements between the Company and Lender. No change in the Company's name or state of organization will take effect until after Lender has received notice. CERTIFICATION CONCERNING MEMBERS AND RESOLUTIONS. The member named above is duly elected, appointed, or employed by or for the Company, as the case may be, and occupies the position set opposite his or her respective name. This Resolution now stands of record on the books of the Company, is in full force and effect, and has not been modified or revoked in any manner whatsoever. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are hereby ratified and approved. This Resolution shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to and received by Lender at Lender's address shown above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Company's agreements or commitments in effect at the time notice is given. This Resolution is in conformity with and is not contrary to or in conflict with any provision of the Company's articles of organization or operating agreement; however, if the articles of organization or operating agreement is contrary to or in conflict with this Resolution, then this Resolution will control. IN TESTIMONY WHEREOF, We have hereunto set our hand and attest that the signature set opposite the name fisted above is his or her genuine signature. We each have reed all the provisions of this Resolution, and we each personally and on behalf of the Company certify that all Ltagrents representations made In this Resolution are true and correct. This LIMITED UABB.ITY COMPANY RESOLUTION Is dated /6//j`7 I, LIMITED LIABILITY COMPANY RESOLUTION (Continued) Page 2 CERTIFIED TO AND ATTESTED BY: By: ✓L�+ .s�� Authorised Signer for op at s, NOTE: If the member signng rNs Resdufwn is designated by the foregoing document as ore of the membma authorized to as on the Company's behalf, it is advisable to have this Rasnlotion signed by at Nast one nO2authlnred member of the Compmty. LAHR m11... Or. 6.%01906 Con. N... F...0 0.N%... Vn M, 206 N %Osaans.st. .Co V, .. .i4n0N..C I6.K ntie4al Mr. COMMERCIAL LEASE This Lease Agreement ("Lease") is entered into on this / r day of May, 2016 by and between Outworld Property Investment, LLC ("Landlord") and Tappist Munks, LLC ("Tenant"). WHEREAS, the Landlord is the owner of three condominium units ("the Building") and improvements whose address is: 1725 Vista View Drive, Suites B, C, and D, Longmont, Colorado 80504 ("Leased Premises"); and, WHEREAS, Landlord desires to lease to Tenant the Leased Premises to operate a brew p u b , and Tenant desires to lease the Leased Premises from Landlord for the term, at the rental and upon the provisions set forth herein. NOW THEREFORE, in consideration of the mutual promises contained herein, and for such other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. Leased Premises and Use. Tenant shall lease the Leased Premises to operate a brewpub. 2. Term. (a) The initial term of the Lease is seven (7) years, beginning at 12:00 a.m. midnight on the day of 31 of May, 2016 and ending at 11:59 pm on May 30, 2023. (b) Landlord shall use its best efforts to put Tenant in possession of the Leased Premises on the beginning of the Lease term. If Landlord is unable to timely provide the Leased Premises, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay. (c) This Lease shall automatically renew for like terms of one (1) year each (the "Renewal Term") unless either party elects not to renew by providing written notice to the other party not less than ninety (90) days prior to the expiration of the then current Term. Each Renewal Term shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as contained in this Lease. (d) Either party may terminate this Lease at any time after the first full year of operation upon three hundred and sixty-five (365) days prior written notice to the other. 3. Rent. (a) Tenant shall pay to Landlord during the initial term rent of USD $ 4,900.00 per per month. ("Rent"). Notwithstanding the foregoing, during the pendency of renovation, Tenant shall pay rent equal to USD $0.00 (Zero) Dollars. (b) Each installment payment shall be due in advance on the first day of each calendar month during the lease term to Landlord at the following address: 1725 Vista View Drive, Suites B, C, and D, Longmont, Colorado 80504. (c) The rental payment amount for any partial calendar months included in the lease term shall be prorated on a daily basis. (d) Landlord reserves the right to increase the Rent for any renewal term, by an amount not to exceed the greater of the then -current official Consumer Price Index, All Urban Consumers, National Average Unadjusted or three (3%) percent. 4. Tenant shall retain all control over its employees, agents and methods of operation. Nothing contained in this Lease shall be construed to create an employer -employee or partnership or joint venture relationship between Landlord and Tenant. 5. Prohibited Uses. Notwithstanding the forgoing, Tenant shall not use the Leased Premises for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device, unless approved in writing by Landlord. 6. Sublease and Assignment. a) Tenant shall have the right with Landlord's consent, to assign this Lease to a business with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of a controlling equity interest in the Tenant or substantially all of Tenant's assets. b) Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent. 7. Repairs. During the Lease term, Tenant shall make, at Tenant's expense, all necessary repairs to the Leased Premises. Repairs shall include such items as routine repairs of floors, walls, ceilings, and other parts of the Leased Premises damaged or worn through normal occupancy, except for the replacement of major mechanical systems or the roof, subject to the obligations of the parties otherwise set forth in this Lease. The Landlord shall, at the Landlord's expense, maintain any portion of the Premises consisting of structural elements of the Leased Premises. 8. Alterations and Improvements. Tenant, at Tenant's expense, shall have the right, upon obtaining Landlord's consent, to remodel, redecorate, and make additions, improvements and replacements of and to all or any part of the Leased Premises from time to time as Tenant may deem desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. Tenant shall have the right to place and install personal property, trade fixtures, equipment and other temporary installations in and upon the Leased Premises, and fasten the same to the premises. All personal property, equipment, machinery, trade fixtures and temporary installations, whether acquired by Tenant at the commencement of the Lease term or placed or installed on the Leased Premises by Tenant thereafter, shall remain Tenant's property free and clear of any claim by Landlord. Tenant shall have the right to remove the same at any time during the term of this Lease provided that Tenant shall repair, at Tenant's expense, all damage to the Leased Premises caused by such removal. 9. Property Taxes. Landlord shall pay, prior to delinquency, all general real estate taxes and installments of special assessments coming due during the Lease term on the Leased Premises, and all personal property taxes with respect to Landlord's personal property, if any, on the Leased Premises. Tenant shall be responsible for paying all personal property taxes with respect to Tenant's personal property at the Leased Premises. 10. Insurance and Indemnity. a) If the Leased Premises is damaged by fire or other casualty resulting from any act of negligence by Tenant or by any of Tenant's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair not covered by insurance. b) Landlord shall maintain fire and extended coverage insurance on the Leased Premises in such amount, as Landlord shall deem appropriate. Tenant shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises. c) Tenant and Landlord shall, each at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the particular activities of each in the Leased Premises with the premiums thereon fully paid on or before due date. Such insurance policy shall be issued by and binding upon an insurance company reasonably approved by Landlord, and shall afford minimum protection of not less than One Million Dollars (USD $1,000,000.00) combined single limit coverage of bodily injury, property damage or combination thereof. Upon request, Tenant shall provide Landlord with current Certificates of Insurance evidencing Tenant's compliance with this Paragraph Landlord shall be named as an additional insured under Tenant's policies of insurance under Tenant's policies of insurance to the extent Landlord is indemnified pursuant to the indemnification provision in this Lease. d) Except as otherwise expressly provided in this Lease, Tenant and Landlord shall defend, indemnify and hold each other harmless from and against all claims, liability, loss and expense, including reasonable costs, collection expenses, legal fees, and court costs which may arise because of the negligence, misconduct, or other fault of the indemnifying party, its agents or employees in performance of its obligations under the Lease. Notwithstanding the foregoing, with respect to property damage, for which the parties maintain a system of coverage on their respective property, each party hereto waives its rights, and the rights of its subsidiaries and affiliates, to recover from the other party hereto and its subsidiaries and affiliates for loss or damage to such party's building, equipment, improvements and other property of every kind and description resulting from fire, explosion or other cause normally covered in standard broad form property insurance policies. This clause shall survive termination of the Lease. 11. Utilities. Tenant shall pay all charges for water, sewer, gas, electricity, telephone and other services and utilities used by Tenant on the Leased Premises during the term of this Lease unless otherwise agreed in writing by Landlord. In the event that any utility or service provided to the Leased Premises is not separately metered, Landlord shall pay the amount due and separately invoice Tenant for Tenant's pro rata share of the charges. 12. Signs. Following Landlord's consent, Tenant shall have the right to place on the Leased Premises, at locations reasonably selected by Tenant, any signs which are permitted by applicable zoning ordinances and private restrictions. Landlord may refuse consent to any proposed signage that is in Landlord's reasonable opinion too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to the Leased Premises. Landlord shall assist and cooperate with Tenant in obtaining any necessary permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing signs. Tenant shall repair all damage to the Leased Premises resulting from the removal of signs installed by Tenant. 13. Entry. Landlord shall have the right to enter upon the Leased Premises at reasonable hours to inspect the same, provided Landlord shall not thereby unreasonably interfere with Tenant's business on the Leased Premises. 14. Parking. During the term of this Lease, Tenant shall have the non-exclusive use in common with Landlord, other tenants of the Building, their guests and invitees, of the non - reserved common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Landlord. Landlord reserves the right to designate parking areas for Tenant and Tenant's agents and employees. Tenant shall provide Landlord with a list of all license numbers for the cars owned by Tenant, its agents and employees. 15. Building Rules. Tenant will comply with the rules of the Leased Premises adopted and altered by Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so; all changes to such rules will be sent by Landlord to Tenant in writing and such rules shall be deemed incorporated herein for all purposes. 16. Damage and Destruction. If the Leased Premises or any part thereof or any appurtenance thereto is so damaged by fire, casualty or structural defects, such damage or defects not being the result of any act of negligence by Tenant or by any of Tenant's agents, employees or invitees, that the same cannot be used for Tenant's purposes, then Tenant shall have the right within ninety (90) days following damage to elect by notice to Landlord to terminate this Lease as of the date of such damage. In the event of minor damage to any part of the Leased Premises, and if such damage does not render the Leased Premises unusable for Tenant's purposes, Landlord shall promptly repair such damage at the cost of the Landlord. In making the repairs called for in this paragraph, Landlord shall not be liable for any delays resulting from strikes, governmental restrictions, inability to obtain necessary materials or labor or other matters which are beyond the reasonable control of Landlord. Tenant shall be relieved from paying rent and other charges during any portion of the Lease term that the Leased Premises are inoperable or unfit for occupancy, or use, in whole or in part, for Tenant's purposes. Rentals and other charges paid in advance for any such periods shall be credited on the next ensuing payments, if any, but if no further payments are to be made, any such advance payments shall be refunded to Tenant. The provisions of this paragraph extend not only to the matters aforesaid, but also to any occurrence which is beyond Tenant's reasonable control and which renders the Leased Premises, or any appurtenance thereto, inoperable or unfit for occupancy or use, in whole or in part, for Tenant's purposes. 17. Default. In the event of a default made by Tenant in the payment of rent when due to Landlord, Tenant shall have fifteen (15) days after receipt of written notice thereof to cure such default. In the event of a default made by Tenant in any of the other covenants or conditions to be kept, observed and performed by Tenant, Tenant shall have thirty (30) days after receipt of written notice thereof to cure such default. In the event that the Tenant shall fail to cure any default within the time allowed under this paragraph, Landlord may declare the term of this Lease ended and terminated by giving Tenant written notice of such intention, and if possession of the Leased Premises is not surrendered, Landlord may re-enter said premises. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord on account of any Tenant default, either in law or equity. Landlord shall use reasonable efforts to mitigate its damages. 18. Quiet Possession. Landlord covenants and warrants that upon performance by Tenant of its obligations hereunder, Landlord will keep and maintain Tenant in quiet, peaceable and undisturbed and uninterrupted possession of the Leased Premises during the term of this Lease. 19. Termination. At the expiration of the Tee in or sooner termination of the Term, the Tenant shall: (a) peaceably surrender and yield up unto Landlord, in good and substantial repair and condition, normal wear and tear excepted, the Leased Premises together with all appurtenances, fixtures, installations and improvements which at any time during the Term shall have been made therein or thereon, free and clear of any encumbrances, fixed or floating charges, or liens whatsoever; (b) peaceably surrender and deliver up unto Landlord, free and clear of any encumbrances, fixed or floating charges, or liens whatsoever, immediate ownership and possession of all trade fixtures and equipment including all stoves, grills, ovens, dishwashing equipment, refrigeration units, shelving, lighting fixtures, carpeting, wall covering and bar equipment used in connection with the Premises. 20. Condemnation. If any legally, constituted authority condemns the Building or such part thereof which shall make the Leased Premises unsuitable for leasing, this Lease shall cease when the public authority takes possession, and Landlord and Tenant shall account for rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority. 21. Subordination. Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Leased Premises, or upon the Building and to any renewals, refinancing and extensions thereof, but Tenant agrees that any such mortgage shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgage may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Leased Premises of the Building. Tenant agrees that it will from time to time upon request by Landlord execute and deliver to such persons as Landlord shall request a statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other matters as Landlord shall reasonably require. 22. Notice. Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by first class, certified mail, return receipt requested, addressed as follows: Landlord: 1725 Vista View Drive Suites B, C, and D Longmont, Colorado 80504 Tenant: 1725 Vista View Drive Suites B, C, and D Longmont, Colorado 80504 Landlord and Tenant shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party. 23. Brokers. Tenant represents that Tenant was not shown the Premises by any real estate broker or agent and that Tenant has not otherwise engaged in, any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease. 24. Waiver. No waiver of any default of Landlord or Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. 25. Memorandum of Lease. The parties hereto contemplate that this Lease should not and shall not be filed for record, but in lieu thereof, at the request of either party, Landlord and Tenant shall execute a Memorandum of Lease to be recorded for the purpose of giving record notice of the appropriate provisions of this Lease. 26. Headings. The headings used in this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease. 27. Successors. The provisions of this Lease shall extend to and be binding upon Landlord and Tenant and their respective legal representatives, successors and assigns. 28. Consent. Landlord shall not unreasonably withhold or delay its consent with respect to any matter for which Landlord's consent is required or desirable under this Lease. 29. Performance. If there is a default with respect to any of Landlord's covenants, warranties or representations under this Lease, and if the default continues more than fifteen (15) days after notice in writing from Tenant to Landlord specifying the default, Tenant may, at its option and without affecting any other remedy hereunder, cure such default and deduct the cost thereof from the next accruing installment or installments of rent payable hereunder until Tenant shall have been fully reimbursed for such expenditures, together with interest thereon at a rate equal to the lesser of eight percent (8%) per annum or the then highest lawful rate. 30. Compliance with Law. Tenant and Landlord each shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises. 31. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both patties. IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. LANDLORD Outworld Propefty Investment, LLC By: Title: M ,Ani a � ,rt / r u1cd oa-t, o 1'r . .O.95 T-04.14-/ L fL Date: 5/i /'Zvi TENANT Tappist Munks,,LLC By: Title:1\4hrthr ) '�,*� (, 'r'P,5i t1'j n1 w. Date: �Jt /Zvi j. To: Dan Joseph Re: Outworld Liquor License Date: 9/27/2016 From: Brian G Fuller Thank you in advance for reviewing our food application and proposal. Outworld is a SciFi fantasy themed brewpub located just outside Longmont, Co. We plan to offer craft beer, food and SciFi fantasy themed events, as well as live music. We plan to open in March or April of 2017. We will be doing business as Outworld Brewing at Outworld Brewpub. In our initial phase (phase I), Outworld brewpub will consists of a microbrewery, a 120 seat tap room, and full service kitchen serving lunch and dinner during the week and brunch, and dinner on Sundays. If successful and demand or food exceeds the tap room, we will move forward with Phase II. In Phase II we plan to renovate additional unused office space on the ground floor to construct the Brugge Bistro - a small Belgian and Bavarian themed dining room that will be rely on the upstairs kitchen described in the enclosed diagram. We do not anticipate phase II renovations to begin prior to 1 year after initial opening in March or April of 2017. Phase III will consist of renovation of the mezzanine (restaurant view area) bar into a craft cocktail, tequila and tapas bar called Uxmal. We do not anticipate phase III renovations beginning any earlier than 2018. We plan to keep this area closed until phase III renovations are complete. During phase I our menu will consist of pomme frittes (French fries with dipping sauce), charcuterie plate (sliced deli meats), cheese tray, grilled sausage plates, roast pork knuckle (ham hock), pretzel with cheese sauce, fried catfish bites, mini Po -Boy sliders, potato salad, chicken wings, hamburgers, Flemish Stew (beef stew), fried lobster tails, rib eye and deserts. Non- alcoholic beverages will be available at the bar. I have enclosed a copy of the conceptual kitchen floor plan, and the architects D&D drawings of the first and second floor (note - second floor restaurant and view area will not be open to public during phase I). Dan, I would like to discuss the kitchen diagram with you in more detail. Please let me know when we could arrange a call to discuss the kitchen plan. Sincerely, Brian FOR OFFICE USE ONLY IN# ACCT. I.D. # SR# RETAIL FOOD ESTABLISHMENT INFORMATION FORM OWNER INFORMATION L 1. Owner(s) Name &t A 6 l I le 1 i Email Address p 4) { ; OuT uJO r L trot (. (IM 2. Co ration(as it appears � Name on Sales Tax License) 1� � + ' 3. Owner Address /} ri� ! L City PA; (4.17- State 60 4. Home Phone Na. ``� 1-Zo (. 1 gZ4 - 3}t9 1, Work Phone No. ( } `K �,,— 2..33 I- s. Owner Mailing Address �;1 �,�t - ci i City 1 State (U Zip g'dSG3 6. Driver's License No (For Mobile Establishments Only) ESTABLISHMENT INFORMATION 1. Establishment Name OA) 4- weir GC> leo.)) 2 Site Address I \11.,c7;4, Vi u Dal. 3 Mailing Address ie t 2S— \m 4. Phone"Number: (3 () '-Z''1 fZZ2.- Manager/Contact Person 614 A,1 `7,A.4/4 -e-- 5. State Sales Tax Number" C 2 3 5-6{ - 0O3-SL.S Seating Capacity I ZO 6. Hours of Operation: Days Su M T W Th F Sa Business Hours it/$:4 / Al to / (circle all that apply) /poi pw+ to 7. Water Supply (check gag) L 4'1'414 ,! a f Zip Community / Public Name of District a Non -Community / Private PWSID # a Well : Depth State Ca. Zip _ y. Statefi7 Zip i3So¢- 8, SewageDisposal (check gag) `, 4Municipal/ Public o Individual Sewage Disposal System Name of District Permit # 5-, Jva'A 9. SEND LICENSE/RENEWALS TO: (checkgng) Owner Mailing Address Establishment Site Address O Establishment Mailing Address ❑ Or: 10. CHANGE OF OWNERSHIP ONLY - N I A Previous Establishment Name Date of change of ownership Has facility been closed for more than 2 weeks? ,,,,.,Yes _No Has Menu Changed? Yes _No Has equipment changed? _,;;Yes _No as layout of t tchen changed? '_Yes _No —' Owner/Operator Signature & Title Date 1 /2. 470 (e, O a O N O U o 0 CID co c a)(33O • o U o _N "0 Y m N O > O Q PO Box 758 Greeley CO 80632 RECEIPT RECEIVED FROM ADRESS FOR RECEIPT DATE 8-11-Zc,l(o RECEIVED FROM ADDRE DATE g -11 -cap U. W. PAID. CASH \IrjL CHECK ' 4 3% MONEY. ORDER BY v NO. 88849 NO. 88850 0 0 - OO U o >; m c m O O a) a) S U O -o 12 • L U c6 O >; c O U o 'p U a) PO Box 758 PO Box 758 Greeley CO 80632 Greeley CO 80632 N M CO O U a) a) a) RECEIPT DATE NO. RECEIVED FROM ADDRESS FOR C RECEIPT BY DATE 2-lI'cap U. RECEIVED FRi5t Lu r �'L DATE -74:3.l(o RECEIPT RECEI D FROM ADDRE NO. 88849 NO. 88850 Chloe Rempel From: Sent: To: Subject: Hello, Chloe Rempel Thursday, August 18, 2016 3:21 PM 'bgfuller.outworld@gmail.com' New Liquor License Application I have two date options for the Establishment of Neighborhood Weld County Board of Commissioner hearing. In this hearing, they will establish the neighborhood to be served, designate a commissioner to make an on -site inspection, and set the official hearing date concerning your application. You are not required to be there, but in case you wanted to attend, I selected two options for you to choose from. Does Wednesday, August 24th, 2016 or Monday, August 29th, 2016 work better for you? I am still awaiting your Sales Tax License/Number and need that in order to move forward. Also, I have good news and bad news. I contacted the State liquor office and reviewed their State Liquor Code, and learned that with a Brew Pub license, you can brew beer and serve it, and you can also serve other alcohol (wine, liquor, other brands of beer, etc) on the premises as long as you also serve food and your food sales make up at least 15% of overall sales. What is interesting is that you can also sell Growlers to -go as long as you brewed the beer, they are sealed, and they are labeled. In other words, you couldn't sell a Coors Growler to -go. The bad news is that you will not be able to sell or serve any alcohol at beer festivals. Breweries that sell at beer festivals have a manufacturing license (they only make and sell the beer -they do not serve beer or any food). I have included the State Liquor Code on Brew Pubs below. It can also be found on the State website. A brew pub license may be issued to any person operating a brew pub and also selling alcohol beverages for consumption on the premises. A brew pub licensed pursuant to this section to manufacture malt liquors or fermented malt beverages upon its licensed premises may, upon approval of the state licensing authority, manufacture malt liquors or fermented malt beverages upon alternating proprietor licensed premises within the restrictions specified in section 12-47-103 (4). Except as provided in paragraph (b) of this subsection (2), during the hours established in section 12-47-901 (5)(b), malt liquors or fermented malt beverages manufactured by a brew pub licensee on the licensed premises or alternating proprietor licensed premises may be: (I) Furnished for consumption on the premises; (II) Sold to independent wholesalers for distribution to licensed retailers; (III) Sold to the public in sealed containers for off -premises consumption. Only malt liquors or fermented malt beverages manufactured and packaged on the licensed premises or alternating proprietor licensed premises by the licensee shall be sold in sealed containers. (IV) Sold at wholesale to licensed retailers in an amount up to three hundred thousand gallons per calendar year. (b) A brew pub authorized to manufacture malt liquors or fermented malt beverages upon alternating proprietor licensed premises shall not conduct retail sales of malt liquors or fermented malt beverages from an area licensed or defined as an alternating proprietor licensed premises. (3)(a) Every person selling alcohol beverages pursuant to this section shall purchase alcohol beverages, other than those that are manufactured at the licensed brew pub, from a wholesaler licensed pursuant to this article or article 46 of this title; except that, during a calendar year, a person selling alcohol beverages as provided in this section may purchase not more than two thousand dollars' worth of: 1 (I) Malt, vinous, and spirituous liquors from a retailer licensed pursuant to section 12-47-407 or 12-47-408; (II) Fermented malt beverages from a retailer licensed pursuant to section 12-46-104 (1)(c). (b) The brew pub licensee shall retain evidence of each purchase of malt, vinous, and spirituous liquors from a retailer licensed pursuant to section 12-47-407 or 12-47-408 and each purchase of fermented malt beverages from a retailer licensed pursuant to section 12-46-104 (1)(c), in the form of a purchase receipt showing the name of the licensed retailer, the date of purchase, a description of the alcohol beverages purchased, and the price paid for the alcohol beverages. The licensee shall retain the receipt and make it available to state and local licensing authorities at all times during business hours. (4) A brew pub licensee shall sell alcohol beverages for on -premises consumption only if at least fifteen percent of the gross on -premises food and drink income of the business of the licensed premises is from the sale of food. For purposes of this subsection (4), "food" means a quantity of foodstuffs of such nature as is ordinarily consumed by an individual at regular intervals for the purpose of sustenance. (5)(a) It is unlawful for any owner, part owner, shareholder, or person interested directly or indirectly in a brew pub license to conduct, own either in whole or in part, or be directly or indirectly interested in any other business licensed pursuant to this article or article 46 of this title. (b) Notwithstanding paragraph (a) of this subsection (5), a person interested directly or indirectly in a brew pub license may conduct, own either in whole or in part, or be directly or indirectly interested in a license described in section 12- 46-104 (1)(c), 12-47-401 (1)(j) to (1)(t), 12-47-401 (1)(v), or 12-47-410 (1) or in a financial institution referred to in section 12-47-308 (4). If you have any further questions or concerns, please do not hesitate to contact me. Sincere regards, Chloe A. Rempel Deputy Clerk to the Board of Commissioners 1150 O Street Greeley, CO 80631 /PO Box 758 tel: 970-400-4225 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 Chloe Rempel From: Sent: To: Subject: Nicole Elgh <nicole.outworld@gmail.com> Sunday, August 21, 2016 5:49 PM Chloe Rempel; Brian Fuller Tappist Munks/Outworld Sales Tax License Numer Hi Chloe, This is the number used to identify our Sales Tax account online: 30723564-003-SLS I applied for a Sales Tax License/Number online before Brian submitted the paperwork to your office, so we haven't gotten any letters with an official statement of our Sales Tax Number but I am guessing the one above might be it? If that's the correct format, that is. Thanks, Nicole Elgh Tappist Munks, LLC 1 Chloe Rempel From: Sent: To: Subject: Chloe, Brian Fuller <bgfuller.outworld@gmail.com> Monday, August 29, 2016 12:47 PM Chloe Rempel Re: New Liquor License Application - Tappist Munks LLC At this time, neither Nicole or Jeremy have any ownership stake or will be receiving pay checks from liquor sales. Please call me if additional clarification is needed. Brian Sent from my iPhone On Aug 29, 2016, at 10:31 AM, Chloe Rempel <crempel@co.weld.co.us> wrote: Hello, I was wondering if Nicole or Jeremy have any stake in the company as well? In other words, are they employees who will get a paycheck or are they part-owners who will receive a percentage of profits? Thank you, Chloe A. Rempel Deputy Clerk to the Board of Commissioners 1150 O Street Greeley, CO 80631 /PO Box 758 tel: 970-400-4225 <image001.jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have 1 received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 Chloe Rempel From: Sent: To: Cc: Subject: Chloe (and All), Paul Wood Monday, August 29, 2016 11:50 AM Chloe Rempel; Dan Joseph; Deb Adamson; Bethany Pascoe; Jose Gonzalez; Janet Lundquist; Roy Rudisill; Frank Haug Paul Wood; Sam Kaneta III RE: NEW Liquor License Application - Tappist Munks LLC - DBA Outworld Brewing I have received the request for NEW Liquor License Application for Tappist Munks LLC (dba Outworld Brewing). Since this a new establishment at 1725 Vista View Drive (Units B, C and D), Longmont, CO 80504 , we would not have any law enforcement calls for service in our Records Management System (Spillman). I did review any law enforcement contacts for the Owner (Brian G. Fuller) and WCSO has had only one previous contact with him, for a traffic offense on 3/18/2015. At this time, the WCSO does not see any problems with the issuance of a NEW liquor license to this new business establishment. If you have any questions or concerns, please do not hesitate to contact me. Sergeant Paul Wood Animal Control/Municipal Policing/School Resource Units Weld County Sheriff's Office 1950 "O" Street, Greeley, CO 80631 pwoodRco.weld.co.us Ofc: (970) 356-4015 Ext. 2838 Direct (970) 400-2838 Fax: (970) 304-6468 "he Strong and Courageous." From: Chloe Rempel Sent: Monday, August 29, 2016 10:18 AM To: Dan Joseph; Deb Adamson; Bethany Pascoe; Jose Gonzalez; Paul Wood; Janet Lundquist; Roy Rudisill; Frank Haug Subject: NEW Liquor License Application - Tappist Munks LLC - DBA Outworld Brewing Hello, In accordance with the procedure for processing New Liquor License Applications, please review all records on the following document/establishment for any associated reports/incidents and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering the Applicant's Liquor License. PLEASE RESPOND NO LATER THAN: September 9, 2016 1 Chloe Rempel From: Sent: To: Subject: Janet Lundquist Monday, August 29, 2016 2:46 PM Chloe Rempel; Dan Joseph; Deb Adamson; Bethany Pascoe; Jose Gonzalez; Paul Wood; Roy Rudisill; Frank Haug RE: NEW Liquor License Application - Tappist Munks LLC - DBA Outworld Brewing This is an existing location. Public Works doesn't have any comments at this time. Janet Lundquist Support Services Manager Weld County Public Works Dept. P.O. Box 758, Greeley, CO 80632 Tele-970.356.4000 ext 3726 Fax- 970.304.6497 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Chloe Rempel Sent: Monday, August 29, 2016 10:18 AM To: Dan Joseph; Deb Adamson; Bethany Pascoe; Jose Gonzalez; Paul Wood; Janet Lundquist; Roy Rudisill; Frank Haug Subject: NEW Liquor License Application - Tappist Munks LLC - DBA Outworld Brewing Hello, In accordance with the procedure for processing New Liquor License Applications, please review all records on the following document/establishment for any associated reports/incidents and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering the Applicant's Liquor License. PLEASE RESPOND NO LATER THAN: September 9, 2016 Applicant: Tappist Munks, LLC; DBA Outworld Brewing; 1725 Vista View Drive, Units B, C, and D, Longmont, CO 80504 File Location: LC0053 Thank you, 1 Chloe Rempel From: Sent: To: Cc: Subject: No issues from OEM. Director Roy Rudisill Weld County OEM 970-381-0417 Mobil 970-304-6540 Office From my iPhone Roy Rudisill Tuesday, August 30, 2016 7:15 AM Chloe Rempel Dan Joseph; Deb Adamson; Bethany Pascoe; Jose Gonzalez; Paul Wood; Janet Lundquist; Frank Haug Re: NEW Liquor License Application - Tappist Munks LLC - DBA Outworld Brewing On Aug 29, 2016, at 10:17, Chloe Rempel <crempel@co.weld.co.us>wrote: Hello, In accordance with the procedure for processing New Liquor License Applications, please review all records on the following document/establishment for any associated reports/incidents and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering the Applicant's Liquor License. PLEASE RESPOND NO LATER THAN: September 9, 2016 Applicant: Tappist Munks, LLC; DBA Outworld Brewing; 1725 Vista View Drive, Units B, C, and D, Longmont, CO 80504 File Location: LC0053 Thank you, Chloe A. Rempel Deputy Clerk to the Board of Commissioners 1150 O Street Greeley, CO 80631 /PO Box 758 tel: 970-400-4225 <image002.jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. <New Liquor License - Tappist Munks.pdf i Chloe Rempel From: Sent: To: Subject: Good morning, Jose Gonzalez Tuesday, August 30, 2016 10:51 AM Chloe Rempel RE: NEW Liquor License Application - Tappist Munks LLC - DBA Outworld Brewing This is a new use of the property/structure. Applicant needs to comply with planning requirements, and apply for a building permit (Change of Use). Thank you Jose Gonzalez Asst Building Official Building Department 1555 N 17th Ave tel: 970-400-3533 jgonzalez@weldgov.com Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Chloe Rempel Sent: Monday, August 29, 2016 10:18 AM To: Dan Joseph <djoseph@co.weld.co.us>; Deb Adamson <dadamson@co.weld.co.us>; Bethany Pascoe <bpascoe@co.weld.co.us>; Jose Gonzalez <jgonzalez@co.weld.co.us>; Paul Wood <pwood@co.weld.co.us>; Janet Lundquist <jlundquist@co.weld.co.us>; Roy Rudisill <rrudisill@co.weld.co.us>; Frank Haug <fhaug@co.weld.co.us> Subject: NEW Liquor License Application - Tappist Munks LLC - DBA Outworld Brewing Hello, In accordance with the procedure for processing New Liquor License Applications, please review all records on the following document/establishment for any associated reports/incidents and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering the Applicant's Liquor License. PLEASE RESPOND NO LATER THAN: September 9, 2016 Applicant: Tappist Munks, LLC; DBA Outworld Brewing; 1725 Vista View Drive, Units B, C, and D, Longmont, CO 80504 1 Chloe Rempel From: Sent: To: Cc: Subject: Frank Haug Friday, September 09, 2016 4:30 PM Esther Gesick Michael Hall; CTB RE: Tappist Munks, LLC Dba: Outworld Brewing LC0053 Yeah I think that we would need to probably continue it to see what the land use does, but we can see what the board says. Frank N. Haug Assistant Weld County Attorney 1150 O Street Mailing Address: P.O. Box 758, Greeley, CO 80632 tel: (970) 356-4000 x4394 fax: (970) 352-0242 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Original Message From: Esther Gesick Sent: Friday, September 09, 2016 4:28 PM To: Frank Haug <fhaug@co.weld.co.us> Cc: Michael Hall <mhall@co.weld.co.us>; CTB <CTB@co.weld.co.us> Subject: FW: Tappist Munks, LLC Dba: Outworld Brewing LC0053 Frank, This item is on the Agenda for Monday for the Board to establish the neighborhood, select a Commissioner to inspect the site and set the hearing date (which we tentatively have set for 10/5). Based on Bethany's comments we may have to push that date out. Esther E. Gesick Clerk to the Board 1150 O Street I P.O. Box 7581 Greeley, CO 80632 1 tel: (970) 400-4226 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Bethany Pascoe Sent: Friday, September 09, 2016 4:21 PM To: CTB <CTB@co.weld.co.us> Cc: Michael Hall <mhall@co.weld.co.us> Subject: Tappist Munks, LLC Dba: Outworld Brewing LC0053 Please see the attached liquor license referral response in opposition of this liquor license request. Staff has made the applicant aware of our position. Thank -you Bethany Pascoe Zoning Compliance Officer II Department of Planning Services 1555 N 17th Ave, Greeley, Co 80631 970-400-3555 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 oft, iIik MEMORANDUM To: Chloe Rempel, Deputy Clerk to the Board September 9, 2016 From: Bethany Pascoe, Zoning Compliance Officer, Dept. of Planning Services Subject: LC0053 Review of the following new liquor license application by the Department of Planning Services shows the following: Applicant: Tappist Munks, LLC Dba: Outworld Brewing 1725 Vista View Drive, Units B, C, and D Longmont, Colorado 80504 Zone District: PUD (with C-3 and I-1 uses) (Z-465) Legal Description: Units 2, 3 & 4 of Vista Beacon Condos, Weld County, Colorado Property Owner: Outworld Property Investment, LLC 8215 Cattail Dr Niwot, Colorado 80503 Staff Recommendation: Staff has determined that since the plans submitted with the Liquor License application are substantially different then the plans submitted to Planning Staff for PRE16-0013, staff has requested a new Pre - Application Request packet to be submitted to our office. It has been brought to my attention that it appears an amended Site Plan Review permit will be required prior to this use being approved. Therefore staff cannot support this liquor license permit request at this time as there is not existing land use approval. SERVICE, TEAMWORK, INTEGRITY, QUALITY Chloe Rempel From: Sent: To: Cc: Subject: Attachments: Chloe, Dan Joseph Wednesday, September 14, 2016 8:45 AM Chloe Rempel Deb Adamson; Cindy Salazar RE: NEW Liquor License Application - Tappist Monks LLC - DBA Outworld Brewing Tappist Monks Outworld Brewing Liquor License Inquiry 2016.doc Please see attached. We haven't received anything from them. They are not approved (this pending what they plan on serving at the establishment). If they are just doing beers made onsite and things like peanuts and chips we don't license that type of operation. However if they are service anything else (burgers, fries, sandwiches) then they need a license through our department. Dan Dan Joseph CP-FS Food Program Coordinator Weld County Department of Public Health and Environment 1555 North 17th Avenue Greeley, CO 80631 phone: 970.304.6415 x 2206 fax: 970.304.641 1 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Chloe Rempel Sent: Monday, August 29, 2016 10:18 AM To: Dan Joseph; Deb Adamson; Bethany Pascoe; Jose Gonzalez; Paul Wood; Janet Lundquist; Roy Rudisill; Frank Haug Subject: NEW Liquor License Application - Tappist Munks LLC - DBA Outworld Brewing Hello, In accordance with the procedure for processing New Liquor License Applications, please review all records on the following document/establishment for any associated reports/incidents and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering the Applicant's Liquor License. PLEASE RESPOND NO LATER THAN: September 9, 2016 Applicant: Tappist Munks, LLC; DBA Outworld Brewing; 1725 Vista View Drive, Units B, C, and D, Longmont, CO 80504 1 Memorandum TO: Chloe Rempel FROM: Dan Joseph SUBJECT: Liquor license inquiry DATE: September 14, 2016 CC: Cindy Salazar; Debra Adamson In response to your request, Environmental Health Services has reviewed the Retail Food Service Establishment file for Tappist Monks LLC dba Outworld Brewing, located at 1725 Vista View Drive Units B, C D, in Longmont, Colorado. The department determined that the facility does not hold a current retail food establishment license nor has the facility applied for retail food establishment license. I attempted to contact Brian Fuller, but have not received any response. At this time, if the facility plans to serve more than beer brewed onsite (burgers, fries, sandwiches, etc.), the facility is not approved to operate. Should you have any questions regarding this matter, please contact me via e-mail at djosephnco.weld.co.us or by phone at 970-304-6415 extension 2206. Thank you. Dan Joseph Environmental Specialist III Chloe Rempel From: Sent: To: Subject: Attachments: Hello Chloe, Brian Fuller <bgfuller.outworld@gmail.com> Thursday, September 15, 2016 5:37 AM Chloe Rempel Re: NEW Liquor License Application Menu.docx I have attached a page form our business plan describing our menu. Please let me know if there is anything else you might need. Sincerely, Brian On Wed, Sep 14, 2016 at 9:29 AM, Chloe Rempel <crempel(&,co.weld.co.us> wrote: Brian, What type of food do you plan on serving? Thank you, Chloe A. Rempel Deputy Clerk to the Board of Commissioners 1150 O Street Greeley, CO 80631 /PO Box 758 tel: 970-400-4225 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain i Food The tappist room will initially offer six pilot Outworld Brewing beers and 12 local Colorado beers on tap in the $5-11 range; a small selection of guest beers in bottles in the $5-12 range; a small selection of canned guest beers in the $3-9 range, as well as a small menu of expertly -designed, cooperatively -priced, locally - sourced food pairings such as rotisserie pork knuckle and local artisanal chocolate, designed educate and delight the palate. As Outworld Brewing's beers develop, the number of Outworld beers available will eventually increase to twenty-four perennial beers and four seasonal beers (See menu below). Belgian food is the food of beer. Brugge Bistro will offer a Belgian cellar experience serving Belgian dishes such as waterzooi, carbonnade flamande, pommes frites, beer -braised boudin blanc, true Belgian waffles and Bavarian selections ideally suited to enjoy with beer. A special corner of our menu entitled "The French Quarter" will feature New Orleans style lunch favorites such as Po' Boy sandwiches, Jambalaya, Cajun and Creole Fries and Fried Lobster tails. All items will be in the $15 range. Brugge Bistro will also offer a curated selection of wines, liquors and craft beers. Uxmal's Yucatan -inspired fantasy bar will offer curated, locally -produced and imported craft tequila, mezcals, craft rum mixed drinks and artisanal Mesoamerican tapas such as our unique tequila -paired taco flights, tamales, pibil and polkanes, traditional botanas and antojitos and artisan chocolates in the $8-15 per item range. Outworld Brewing's goal is to bring classic European style beers, European fusion cuisine, craft tequila and other gastronomic delights to an area of Weld County that lacks a brewpub within a 5 -mile radius. As a destination brewpub, Outworld offers quality and flavor that cannot be found anywhere else, inviting food and beer lovers from all walks of life to experience food and drink in a completely unique, uncanny, imaginative speculative fiction -inspired environment that cannot be found anywhere else. Menus Tappist Room 24+ Beers Pommes frites/Poutine Charcuterie tray Cheese tray Sausage platter Roasted pork knuckle Pretzels with cheese sauce Po' Boy sliders Chicken wings Belgian Burger Stoofvlees (Flemish Stew) Rib Eye Artisinal Chocolates Brugge Bistro Beer and wine Carbonnade or Stoverij Pommes frites Belgian burger Savory or sweet waffles Boudin blanc with stoemp Pizza or pizza bites Tarte and Flambe Vol -Au -Vent Coq au Biere Waterzooi Stoofvlees (Flemish Stew) Uxmal Craft/local tequila, mezcal & rum Craft cocktails Salbutes Cochinita Pibil Polkanes Pescado Tikin-Xic Panuchos Polio Tikul Taco flights Chloe Rempel From: Sent: To: Cc: Subject: Attachments: Bethany Pascoe Friday, September 16, 2016 8:25 AM Chloe Rempel Frank Haug; Michael Hall LC0053 Tappist Munks Am LC0053.2016.docx Please see staff's amended referral response. Bethany Pascoe Zoning Compliance Officer II Department of Planning Services 1555 N 17th Ave, Greeley, Co 80631 970-400-3555 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 1 Elk COLORADO MEMORANDUM To: Chloe Rempel, Deputy Clerk to the Board September 9, 2016 From: Bethany Pascoe, Zoning Compliance Officer, Dept. of Planning Services Subject: LC0053 Review of the following new liquor license application by the Department of Planning Services shows the following: Applicant: Tappist Munks, LLC Dba: Outworld Brewing 1725 Vista View Drive, Units B, C, and D Longmont, Colorado 80504 Zone District: PUD (with C-3 and I-1 uses) (Z-465) Legal Description: Units 2, 3 & 4 of Vista Beacon Condos, Weld County, Colorado Property Owner: Outworld Property Investment, LLC 8215 Cattail Dr Niwot, Colorado 80503 Staff Recommendation: Staff met with the applicant and discussed alternatives for their existing AmSPR-342. The applicant has since submitted a letter indicating they will remain in compliance with AmSPR-342. Therefore staff recommends approval of this liquor license. SERVICE, TEAMWORK, INTEGRITY, QUALITY Chloe Rempel From: Sent: To: Cc: Subject: Frank Haug Monday, September 19, 2016 4:14 PM Bethany Pascoe; Chloe Rempel Michael Hall RE: LC0053 Tappist Munks Okay so you guys are good to go then? Is there any other concern you have? How are they going to deal with the parking? Frank N. Haug Assistant Weld County Attorney 1150 O Street Mailing Address: P.O. Box 758, Greeley, CO 80632 tel: (970) 356-4000 x4394 fax: (970) 352-0242 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Original Message From: Bethany Pascoe Sent: Friday, September 16, 2016 8:25 AM To: Chloe Rempel <crempel@co.weld.co.us> Cc: Frank Haug <fhaug@co.weld.co.us>; Michael Hall <mhall@co.weld.co.us> Subject: LC0053 Tappist Munks Please see staff's amended referral response. Bethany Pascoe Zoning Compliance Officer II Department of Planning Services 1555 N 17th Ave, Greeley, Co 80631 970-400-3555 1 Chloe Rempel From: Sent: To: Subject: Frank, Michael Hall Tuesday, September 20, 2016 8:40 AM Frank Haug; Bethany Pascoe; Chloe Rempel RE: LC0053 Tappist Munks Planning has no concerns at the moment. The applicants have agreed to move forward with their business plan that involves them proposing the max number of occupants that will be supported under the existing parking requirements. Essentially, they will adhere to the standards in the existing SPR. Down the road, they will boost their proposed occupants and come into with an amended SPR or new SPR to address the need for increased parking. Thanks, Michael Hall Planner I 1555 N 17th Ave Greeley, CO 80631 (970) 400-3528 mhall@co.weld.co.us Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Original Message From: Frank Haug Sent: Monday, September 19, 2016 4:14 PM To: Bethany Pascoe <bpascoe@co.weld.co.us>; Chloe Rempel <crempel@co.weld.co.us> Cc: Michael Hall <mhall@co.weld.co.us> Subject: RE: LC0053 Tappist Munks Okay so you guys are good to go then? Is there any other concern you have? How are they going to deal with the parking? Frank N. Haug Assistant Weld County Attorney 1150 O Street Mailing Address: P.O. Box 758, Greeley, CO 80632 tel: (970) 356-4000 x4394 fax: (970) 352-0242 1 Chloe Rempel From: Sent: To: Subject: Hello Chloe, Nicole Elgh <nicole.outworld@gmail.com> Tuesday, September 20, 2016 11:44 AM Chloe Rempel Re: New Liquor License - Tappist Munks LLC Thank you for getting in touch with me, and we apologize for not having gotten back to you sooner to let you know our progress. We are working on the food license application right now. Since much information asked for on the application depends on getting a final set of remodel plans from our architects as well as equipment and appliance cut sheets, it has taken us longer than expected. I will contact Dan immediately and explain our situation. Hopefully this will not interfere with the status of our Liquor License application. Thanks, Nicole On Tue, Sep 20, 2016 at 6:37 PM, Chloe Rempel <crempel@co.weld.co.us> wrote: Hello Nicole, Myself and Dan Joseph, with the Department of Public Health and Environment, have been trying to contact Brian regarding your food license. We are having a difficult time getting ahold of him, and it is imperative that Tappist Munks LLC, DBA Outworld Brewing start working on the application for your food license. Your liquor license is contingent upon you being able to serve food. Please contact Dan at djoseph@co.weld.co.us as soon as possible. Thank you, Chloe A. Rempel Deputy Clerk to the Board of Commissioners 1150 O Street Greeley, CO 80631 /PO Box 758 tel: 970-400-4225 1 I Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 Chloe Rempel From: Sent: To: Cc: Subject: Nicole, Dan Joseph Tuesday, September 20, 2016 4:22 PM Nicole Elgh Chloe Rempel RE: Tappist Munks, LLC DBA Outworld Brewing Food License So the opening of the facility would rely on us performing our inspections and approving you to open. However to move along in the liquor license process we would look for plans to be submitted (I can then say to Chloe that plans have been submitted for review) and that process can continue. Right now I would be more interested in layout more than type of equipment. Meaning where the fridge will go and rough size is more important than model number. We can get that a little further into the process. Obviously if you know what you plan on buying throw that in there, but if there were some items that are still pending we can catch those as we go. So the sooner you can get floor plan and related in, the faster we can get the process going for you. There isn't a set time frame for me (as you can't open until our process is completed), but there may be for liquor (I Cc'd Chloe if she as an answer on that part). Let me know if you have any questions. Dan Dan Joseph CP-FS Food Program Coordinator Weld County Department of Public Health and Environment 1555 North 17th Avenue Greeley, CO 80631 phone: 970.304.6415 x 2206 fax: 970.304.6411 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Nicole Elgh [mailto:nicole.outworld@gmail.com] Sent: Tuesday, September 20, 2016 11:53 AM To: Dan Joseph Subject: Tappist Munks, LLC DBA Outworld Brewing Food License Hello Dan, 1 Brian and I are working on the food license application right now. Since much information asked for on the application depends on getting a final set of remodel plans from our architects and engineers, as well as finalizing equipment and appliance purchase decisions, it has taken us longer than expected. Please let me know the time frame in which we are expected to submit particular portions of the food permit application in order to obtain our Brewpub/Liquor license, and don't hesitate to contact me with any questions if you haven't heard back from Brian. I will try to respond as promptly and give you as much information as I can. Thank you, Nicole 2 Chloe Rempel From: Sent: To: Cc: Subject: Hi Brian, Esther Gesick Friday, September 30, 2016 11:47 AM Brian Fuller Chloe Rempel; Nicole Elgh FW: NEW Liquor License - Tappist Munks - Outworld Brewing We received Chloe's expressing your request for a continuance. Since you can't be present, please respond to this email explaining the need to postpone and your concurrence with the new date of October 10th. Thank you, Esther E. Gesick Clerk to the Board 1150 O Street P.O. Box 758/Greeley, CO 80632 tel: (970) 400-4226 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Esther Gesick Sent: Thursday, September 29, 2016 8:41 AM To: Chloe Rempel <crempel@co.weld.co.us>; CTB <CTB@co.weld.co.us> Subject: RE: NEW Liquor License - Tappist Munks - Outworld Brewing I'll make note of it on Monday's Agenda. Esther E. Gesick Clerk to the Board 1150 O Street' P.O. Box 758/Greeley, CO 80632 tel: (970) 400-4226 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Chloe Rempel Sent: Wednesday, September 28, 2016 9:25 AM 1 To: CTB <CTB@co.weld.co.us> Subject: NEW Liquor License - Tappist Munks - Outworld Brewing Ladies, This had originally been continued to Monday, October 3, 2016, but the applicant cannot attend that meeting. Can we please continue it to Monday, October 10, 2016? Gracias, Chloe A. Rempel Deputy Clerk to the Board of Commissioners 1150 O Street Greeley, CO 80631 /PO Box 758 tel: 970-400-4225 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 RESOLUTION RE: ESTABLISHING THE NEIGHBORHOOD TO BE SERVED, DESIGNATING A COMMISSIONER TO MAKE ON -SITE INSPECTION AND SETTING THE HEARING DATE CONCERNING THE APPLICATION OF TAPPIST MUNKS, LLC, DBA OUTWORLD BREWING, FOR A BREW PUB LICENSE 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, the Board of County Commissioners of Weld County, Colorado, at a public meeting on the 12th day of September, 2016, heard evidence to assist said Board in establishing the neighborhood to be served, designating the Commissioner to make the on -site inspection, and setting the hearing date concerning the application of Tappist Munks, LLC, dba Outworld Brewing, 1725 Vista View Drive, Units B, C, and D, Longmont, Colorado 80504, for a Brew Pub License, and WHEREAS, the Board did determine that the following described area should comprise the neighborhood to be served concerning said application, to -wit: Sections 4, 5, 6, 7, 8, 9, 16, 17, and 18 all in Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado WHEREAS, the Board further determined that Commissioner [First and Last Name] should be designated to make the on -site inspection concerning said application, and WHEREAS, the Board further determined that the hearing to consider said application shall be scheduled for October 5, 2016, at the hour of 9:00 a.m. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the above described area be, and hereby is, established as the neighborhood to be served concerning the application of Tappist Munks, LLC, dba Outworld Brewing, for a Brew Pub License. BE IT FURTHER RESOLVED by the Board that Commissioner [First and Last Name] be, and hereby is, designated to make the on -site inspection concerning said application. BE IT FURTHER RESOLVED by the Board that the hearing date concerning said application be, and hereby is, scheduled for October 5, 2016, at the hour of 9:00 a.m. 2016-2863 LC0053 SET HEARING FOR BREW PUB LICENSE - TAPPIST MUNKS, LLC, DBA OUTWORLD BREWING PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 12th day of September, A.D., 2016. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: Mike Freeman, Chair Weld County Clerk to the Board Sean P. Conway, Pro -Tern BY: Deputy Clerk to the Board Julie A. Cozad APPROVED AS TO FORM: Barbara Kirkmeyer County Attorney Steve Moreno Date of signature: 2016-2863 LC0053 MEMORANDUM TO: Board of County Commissioners September 9, 2016 FROM: Chloe A. Rempel, Deputy Clerk to the Board SUBJECT: Brew Pub Liquor License Application - Tappist Munks, LLC, dba Outworld Brewing Our office has received an application for a Brew Pub Liquor License from Tappist Munks, LLC, dba Outworld Brewing, 1725 Vista View Drive, Units B, C, and D, Longmont, Colorado 80504. All application requirements have been met and all fees have been paid. Due to publication and posting requirements, I recommend the hearing be set for Wednesday, October 5, 2016, at 9:00 a.m. The neighborhood to be served for this license is as follows: Sections 4, 5, 6, 7, 8, 9, 16, 17, and 18 all in Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado i 0 co. C:4 - NOTICE DOCKET #2016-82 Pursuant to the liquor laws of the State of Colorado, Tappist Munks, LLC, dba Outworld Brewing, 1725 Vista View Drive, Units B, C, and D, Longmont, Colorado 80504 has requested the licensing officials of Weld County, Colorado, to grant a Brew Pub license for the consumption by the drink on the premises only. DATE OF APPLICATION: August 2, 2016 The Board of County Commissioners of Weld County, Colorado, has declared that the neighborhood to be served will be as follows: LEGAL DESCRIPTION: Sections 4, 5, 6, 7, 8, 9, 16, 17, and 18 all in Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado The public hearing on said license will be held in the Chambers of the Board of County Commissioners of Weld County Colorado, Weld County Administration Building, 1150 O Street, Assembly Room, Greeley, Colorado 80631, on BLANK, 2016, at 9:00 a.m. If a court reporter is desired, please advise the Clerk to the Board, in writing, at least five days prior to the hearing. The cost of engaging a court reporter shall be borne by the requesting party. In accordance with the Americans with Disabilities Act, if you require special accommodations in order to participate in this hearing, please contact the Clerk to the Board's Office at (970) 400- 4225, prior to the day of the hearing. Petitions and remonstrances may be filed in the office of the Clerk to the Board of County Commissioners, Weld County Administration Building, 1150 O Street, Greeley, Colorado 80631. E -Mail messages sent to an individual Commissioner may not be included in the case file. To ensure inclusion of your E -Mail correspondence into the case file, please send a copy to egesick@co.weld.co.us. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO DATED: BLANK, 2016 PUBLISHED: BLANK, 2016, in the Greeley Tribune t. D rot. '+ f BOARD OF COUNTY COMMISSIONERS PHONE: (970) 336-7204, EXT.4200 FAX: (970) 352-0242 1150 O STREET P.O. BOX 758 GREELEY, COLORADO 80632 August 18, 2016 Tappist Munks, LLC dba Outworld Brewing 1725 Vista View Drive, Units B, C, and D Longmont, CO 80504 RE: Report of Investigation for Colorado Liquor License Application — Tappist Munks, LLC, dba Outworld Brewing Dear Tappist Munks, LLC: On [Inspection date], 2016, I traveled to the proposed licensed premises known as Tappist Munks, LLC, dba Outworld Brewing, located at 1725 Vista View Drive, Units B, C, and D, Longmont, CO 80504. While there I made an on -site inspection regarding the Liquor License Application filed. The application is for a Brew Pub Liquor License. It will be heard by the Board of County Commissioners as the liquor licensing authority for Weld County on [Hearing date], 2016, at 9:00 a.m. My inspection revealed the following: 1. The proposed licensed premises [is / is not] directly connected to a different licensed premises. Section 12-47-301(3)(a), C.R.S. 2. The diagram of the proposed licensed premises [is / is not] correct. Section 12-47-309(3), C.R.S. 3. There are no other Brew Pub liquor licensed premises in the neighborhood. OR The only other liquor establishment which sells liquor by the drink in the [*] area is the [NAME OF ESTABLISHMENT] located [AREA]. LC0053 t. REPORT OF INVESTIGATION - TAPPIST MUNKS, LLC, DBA OUTWORLD BREWING PAGE 2 OR There [is / are] a [Number] of [License type] liquor licensed [establishment / establishments] located in the immediate [*] area operated by [Owner Name]. OR [Number] 3.2% beer licensed establishments [is / are] located in [AREA DESCRIPTION]. OR There are no other liquor licensed or 3.2% beer licensed premises within the neighborhood. 4. The sign noticing the place, date, and time of the hearing for the liquor license application was posted by the applicant in such a manner that the notice was conspicuous and plainly visible to the public, when I was there at approximately [Inspection time (a.m./p.m.)] on [Inspection date], 2016. 5. There are no public or parochial schools, or principal campus of any college, university, or seminary within 500 feet of the proposed licensed premises. Section 12-47-313(1)(d)(I), C.R.S. Very truly yours, BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO [Commissioner Name], Commissioner cc: Bruce Barker, County Attorney LC0053 Oro..c-+ [Month and Day], 2016 CLERK TO THE BOARD PHONE: (970) 400-4225 FAX: (970) 336-7233 1150 O STREET P. 0. BOX 758 GREELEY, COLORADO 80632 Department of Revenue — Liquor Enforcement 1881 Pierce St. Division 108-A Lakewood, CO 80214 RE: Liquor License — Tappist Munks, LLC, dba Outward Brewing Concurrent Review — Brew Pub Liquor License 1725 Vista View Drive, Units B, C, and D, Longmont, CO 80504 To Whom it May Concern: Enclosed please find one (1) Original Copy of a New Brew Pub License Application for Tappist Munks, LLC, dba Outward Brewing along with the associated State Liquor Fees in the amount of $1,450.00. The Applicant is requesting a Concurrent Review of said application. The Weld County Board of Commissioners has a hearing date set for [Month and Day], 2016, at which time I will provide you with an updated copy of our Resolution and findings. Please review this application and notify me of any inconsistencies within it so that we can amend as needed. If you have questions or need additional information, please do not hesitate to contact me at (970) 400-4225. Sincere regards, Chloe A. Rempel Deputy Clerk to the Board crempel@weldgov.com FINDINGS AND RESOLUTION RE: FINDINGS AND RESOLUTION CONCERNING APPLICATION OF TAPPIST MUNKS, LLC, DBA OUTWORLD BREWING, FOR BREW PUB LIQUOR LICENSE, AND AUTHORIZE CHAIR TO SIGN The application of Tappist Munks, LLC, dba Outworld Brewing, 1725 Vista View Drive, Longmont, Colorado 80504, for a Hotel and Restaurant Liquor License, came on for hearing on the BLANK day of BLANK, 2016, at 9:00 a.m., and the Board of County Commissioners of Weld County, Colorado, having heard the testimony and evidence adduced at said hearing, having considered the testimony, evidence and remonstrances filed with said Board, and having carefully weighed the same, now makes the following findings: 1. The evidence discloses that the applicant has sustained the burden of proof as to the desires of the inhabitants. 2. The applicant is of good character and reputation. 3. The applicant has proven the reasonable requirements of the neighborhood. RESOLUTION 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, the Board has considered the application of Tappist Munks, LLC, dba Outworld Brewing, 1725 Vista View Drive, Longmont, Colorado 80504, for a Brew Pub Liquor License, for the sale of malt, vinous, and spirituous liquors, for consumption by the drink on the premises only, and WHEREAS, said applicant has paid to the County of Weld the sum of $950.00 for the hearing fee, in addition to the other required fees, and WHEREAS, due to the Findings of the Board of County Commissioners in this matter as stated herein, the Board deems it advisable to approve said application for a Brew Pub Liquor License for Tappist Munks, LLC, dba Outworld Brewing. WHEREAS, the Licensee shall host "responsible vendor" training every six (6) months as agreeable to the Colorado Department of Revenue Liquor Enforcement Division, and this training shall be open to other area licensees. Each employee shall be "responsible vendor" trained, and the Licensee shall provided documentary evidence that each employee has been "responsible vendor" trained to the Weld County Sheriff's Office 2016-**** LC0053 TAPPIST MUNKS, LLC , DBA OUTWORLD BREWING, FOR BREW PUB LIQUOR LICENSE PAGE 2 within thirty (30) days of the fist available "responsible vendor" class after hiring. Evidence of such shall be included in the referral report submitted by the Sheriff's Office at the time of annual renewal. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that having examined said application, the qualifications of the applicant, and the testimony of those present at the hearing, does hereby grant License Number BLANK to said applicant to sell malt, vinous, and spirituous liquors for consumption by the drink on the premises only, and the Board 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 BLANK BLANK, 2016, providing that said place where the licensee is authorized to sell malt, vinous, and spirituous liquors for consumption by the drink on the premises only, 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. 2016-**** LC0053 TAPPIST MUNKS, LLC , DBA OUTWORLD BREWING, FOR BREW PUB LIQUOR LICENSE PAGE 3 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 BLANK day of BLANK, A.D., 2016. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: Mike Freeman, Chair Weld County Clerk to the Board Sean P. Conway, Pro-Tem BY: Deputy Clerk to the Board Julie A. Cozad APPROVED AS TO FORM: Barbara Kirkmeyer County Attorney Steve Moreno Date of signature. 2016-**** LC0053 Hello