Local Licensing Authority Minutes 2000 05 15

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4 Local Licensing Authority Meeting Date: May 15, 2000 Agreement that states "other than the assets described in Section 1.1, no other assets of Seller shall be sold or assigned". Attorney Moore stated that the attorney for the transferor included that section using "boiler-plate" language and that the lack of compliance in providing the exhibits did not stand in the way of the sale. He continued that Holly & Mike' s Ribs, Inc. did the best they could with the lack of cooperation received from the seller. Mr. Moore stated he did not know how to address the lack of diligence issue to the Authority's satisfaction. Member Lipton asked Mr. Moore if he or his clients attempted to get the written consent of transfer from the current license holder. Attorney Moore stated that he had been hired by Holly & Mike's Ribs, Inc. for sole purpose of obtaining the substantial, competent evidence required by the Local Licensing Authority's Rules of Procedure section 5(b). Member Lipton asked if Holly & Mike's Ribs, Inc. had used an attorney throughout the purchase process. Holly Ortiz stated that Attorney Kevin Moore represented them and reviewed the contract agreement. Mr. Moore stated that he thoroughly reviewed the contract but was not asked to be present at the closing. Member Kimmett asked if by the term contract, Attorney Moore was referring to the Asset Purchase Agreement. Mr. Moore responded "yes." Kimmett asked if at the time he reviewed the Asset Purchase Agreement, he asked about the missing Exhibit B. Attorney Moore stated that he did ask about the missing exhibit and was told the information would be provided at closing. Member Lipton asked Ms. Ortiz if she recalled any conversation with David L. Woodard or Barbara J. Woodard specifically concerning the liquor license. Ms. Ortiz stated that she had worked at the Kaddy Shack for David Woodard for four years. She continued that, in November, 1999 when Mr. Woodard signed the temporary permit application that he was giving his consent and that she believed he meant for them to have the liquor license. Member Lipton noted that a letter from the current license holder's attorney, Kim I. McCullough of Smith McCullough, P.C., dated May 12, 2000 states a belief by the Woodards that transfer had been completed at the time of the sale. Attorney Moore stated that numerous other conditions of implied consent are contained throughout the May 12, 2000 letter from Kim I. McCullough. Mr. Moore continued that paragraph (3) of the second page of the letter states that "the Woodards find it surprising and disturbing that their names still appear on any document pertaining to the operation of the "Hickory Sticks" restaurant and are concerned that this will or could result in liability to them resulting from HMR's negligence in acquiring their own liquor license." Member Lipton asked if the statement ending in paragraph 4 of page 1 and continuing in paragraph 1 of page 2 of the May 12, 2000 letter from Kim I. McCullough, stating "Kaddy Shack and the Woodards went well beyond what was required by any contract to attempt to accommodate HMR's acquisition of the restaurant located on South Boulder Road in Louisville, Colorado, including all steps necessary to pave the way for a smooth transition of the liquor license from the Woodards to your clients," could be considered substantial competent evidence of consent to the transfer. \~FRED\VARRANXLIQUOR~2000~IINUTESWIINUTES051500SPECIAL.DOC