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HomeMy WebLinkAboutC96-057 Wendy SacksLEASE AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND EBY CREEK HOMEOWNERS ASSOCIATION WENDY SACKS - 06 5747 THIS LEASE made and entered' into this 12 day of MARCH 1996, by and between the Board of County Commissioners of the County of Eagle, State of Colorado, a body corporate and politic (hereinafter referred to as the "County") and EBY CREEK HOMEOWNERS ASSOCIATION/WENDY SACKS , (hereinafter referred to as "lessee") for the purpose of ASSOCIATION MEETING WHEREAS, the County represents it is duly authorized to enter into this Agreement pursuant to Sections 30-11-101, 10-11-103, and 30-11-107, C.R.S., as amended. WHEREAS, WENDY SACKS represents that he/she is duly authorized to enter into this agreement for its intended purposes. W I T N E S S E T H: THAT, in consideration of the mutual promises, covenants and conditions contained herein, the parties hereto agree hereby as follows: 1. SCOPE The County does hereby lease to the Lessee the following premises, as indicated and marked below, situated within the Eagle County Fairgrounds property, County of Eagle,. State of Colorado, hereinafter referred to as the "leased premises." X A. Exhibition Hall, including the restrooms, stage area, tables and chairs, bar, and kitchen facilities. B. Exhibition Hall, including the restrooms, stage area, tables and chairs, and bar. C. Picnic & Lawn Area, including restrooms, playground and picnic tables. D. Concession Stand, including the grill, freezer, cooler, and sinks. E. Arenas, chutes, the announcer stand, catch pens, grandstands arena bathrooms. F. Horse stalls and holding pens DATE 3/12/96 LESSEE EBY CREEK MESA HOMEOWNERS ASSOCIATION/WENDY SACKS AREA LEASED EXHIBIT HALL I HAVE RECEIVED A COPY OF THE FAIRGROUNDS CLEANING PROCEDURES AND UNDERSTAND ITS CONTENT. EE COUNTY AGENT PLEASE NOTE ANY SOIL, TRASH, OR DAMAGE WHICH YOU DO NOT WANT TO BE LIABLE FOR: POST LEASE INSPECTION k1 ---� - &±Z I WAIVE MY RIGHTS FOR A WALK THROUGH OF SAID FACILITY AND UNDERSTAND THAT BY DOING SO I ACCEPT THE WORD OF THE COUNTY AS TO IT'S CONDITION PRIOR TO THE EVENT. SIGNATURVOP' LESSEE DATE 2. PERIOD OF AGREEMENT The term of this lease shall commence MARCH 12 1996 and expire MARCH 13, , 1.996 3. 4. FEES The deposit and fees charged for events will vary depending on the characteristics of the event and the type of Lessee. PRIVATE FUNCTIONS: Functions which are not open to the general public and are social in nature. NONPROFIT ORGANIZATIONS AND YOUTH GROUPS: Must have proof of nonprofit status from the Secretary of State's office in Denver, Colorado, or be a local chapter of a nationally chartered organization. A nonprofit organization is defined as an organization in which no part of the income or profit is distributed to its members, directors, or officers. OTHER: Any individual or group that is not registered as a nonprofit organization, and/or which is open to the general public and/or which advances the individual's or group's financial or business interest. *** See attachment for fee structure. Lessee is a NON-PROFTT OR NIZATION TOTAL DEPOSIT AND FEE REQUIRED: $ 250.00/DAMAGE DEPOSIT/NO FEE INSURANCE FOR EVENTS: Insurance coverage for functions held at the Eagle County Fairgrounds for both public and private events shall be determined by the County. If insurance is required for said, function or event, the Lessee shall purchase and maintain during the term of this Agreement insurance as illustrated in Paragraphs A and B insuring against all claims, damages, losses or expenses arising out of or resulting from the use of the Eagle County Fairgrounds. The Lessee, in any event which involves the selling of alcohol ("selling" includes accepting donations), shall purchase and maintain during the term of this Agreement insurance in the following type and amounts insuring against all claims, damages, losses or expenses arising out of or resulting from the use of the Eagle County Fairgrounds: A. General Liability Coverage which shall name Eagle County as additional insured, and shall be carried in the minimum amount of $150,000 per injury and $600,000 per occurrence for coverage of claims for damages arising from Lessee's use of the Fairgrounds, including but not limited to personal injury and death, property damage, and other damages imposed by law upon the parties hereto. Lessee agrees to provide the County with a Certificate of Insurance acceptable to the County, naming Eagle County as "additional Insured" fourteen (14) days prior to commencement of this Lease Agreement. B. Host LiQuor Liability Insurance is required for any event in which alcohol is being served without direct or indirect (including cover charge, single -price admission, contributions or tips) charge." Host Liquor Liability Insurance shall name Eagle County as additional insured, and shall be carried in the minimum amount of $150,000 per injury and $600,000 per occurrence. C. Liquor Legal Liability is required for any event in which alcohol is being sold. Liquor legal liability insurance shall name Eagle County as additional insured, and shall be carried in the minimum amount of $150,000 per injury and $600,000 per occurrence. Please contact the Eagle County Clerk and Recorder's Office for more information. TYPE OF INSURANCE REQUIRED: A. General Liability Coverage_ B. Host Liquor Liability Insurance C. Liquor Legal Liability PROOF OF INSURANCE IS ATTACHED YES X NO 5. DEPOSITS The Lessee i -s to pay one half of the required deposit to reserve the Eagle County Fairgrounds. The remainder of the deposit and the entire daily fee is due and payable a minimum of seven (7) days prior to the event. Failure to pay said deposit and fee seven (7) days prior to the event will result in the loss of the lease. A cancellation fee of Twenty-five dollars ($25.00) will be withheld from the initial deposit if the event is cancelled. Lessee is responsible for any and all damages to leased premises. Leased premises are to be left in a clean, usable and undamaged condition. If Lessee fails to clean leased premisses to the satisfaction of'the County, or if the lease premises incurs any damage during Lessee's occupancy, excluding normal wear and tear, all cleaning and damage expenses incurred by Eagle County shall be deducted from the above deposit, and/or additional charges shall be assessed. (See Cleaning and Damage Charges attached hereto.) In the event that the deposit does not cover the damage, and additional fee will be assessed. Lessee shall have five (5) business days to pay any extra charge due to damage. If an individual or group has forfeited any part of their cleaning and damage deposit in the past, the amount of their next deposit shall be left to the discretion of the county. Deposits and fees are due and payable in advance. 6. KEY RETURN Lessee shall obtain keys to the leased premises only after said deposits and fees are paid in full to. the County. Facilities shall be clean and keys shall be returned to the County no later than the first business day following the end of said lease. A penalty of $5.00 per day will be retained from the deposit for failure to return the key after the first business day following the end of said lease. 7. LICENSES Prior to Lessee's event at the leased premises, Lessee shall obtain any and all licenses or inspections as may be required by law. 8. SECURITY Lessee agrees to provide security for the events contemplated hereby. Lessee shall contact the Eagle County Sheriff's Office and make security arrangements acceptable to the Eagle County Sheriff's Office. Lessee shall be responsible for paying any and all security costs associated with said events. Proof of security is to be provided seven (7) days prior to said event. 9. ALCOHOL CONSUMPTION A. Lessee shall be allowed to serve alcohol in the following designated areas B. Lessee and particiapants shall be allowed to consume alcohol in the following designated areas C. Lessee intends to sell alcohol on Fairground's premises. (A seperate liquor license is required. Please contact the Eagle County Clerk and Recorder's office for information.) D. Lessee shall not serve alcohol on Fairgrounds's premises. X E. Lessee and participants shall not consume alcohol on fairgrounds premises. 10. RULES AND REGULATIONS Lessee agrees to abide by the Eagle County Fairgrounds Rules and Regulations as set forth in Exhibit "A," attached hereto and made a part hereof by this reference. Lessee is responsible for enforcing the Eagle County Fairgrounds Rules and Regulations during its event and with all guests and participants. 11. INDEMNIFIC.-MON A. Lessee agrees to hold the County harmless and assume full responsibility for all claims asserted against the County by third parties arising out of Lessee's activities on the lease premises. B. Lessee agrees the leased premises shall not be used for any purposed which would render the insurance thereon void or the insurance risk more hazardous, or for any purpose unauthorized by law. 12. LESSEE'S DUTIES Lessee agrees to leave the leased premises in the same clean and usable condition which existed at the time of the commencement of this Lease Agreement. Prior to the commencement and termination of the Lease Agreement, Lessee and an authorized representative of the County shall inspect the leased premises, and shall make written note of any damaged or unclean property. If at the termination of this Lease the County's representative finds the leased premises to be unclean or damaged, Lessee shall be held responsible for any cleaning or repair of damage costs incurred by the County as a result of Lessee's occupancy of the leased premises. Said costs shall be deducted from Lessee's deposit. If said costs exceed Lessee's deposit, Lessee agrees to pay any additional costs immediately. 13. MISCELLANEOUS A. Lessee shall permit the County to have free access to the leased premises before, during and after the scheduled event. B. No modification or waiver of this Agreement or of any covenant, condition, or provision herein contained shall be valid unless agreed to in writing by all parties. C. This written Agreement embodies the whole agreement between the parties hereto and there are no inducements, promises, terms, conditions, or obligations made or entered into either by the County or Lessee other than that contained herein. D. All agreements and covenants herein are severable, and in the event that any of them shall be held invalid by a court of competent jurisdiction, this Agreement shall be interpreted as if such invalid agreement or covenant were not contained herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate. One counterpart each has been delivered to County and Lessee. THE COUNTY: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS— By : 1\\\ Name: Title: `►� C+9— i%2--�-� �,. LESSEE By: EBY CREEK HOMEOWNERS ASSOCIATION Name: WENDY SACKS Title: I'de n?" STATE OF COLORADO ) ) ss County of Eagle ) The foregoin was ackno ledg d before me this 199 cc, by day of 12zr�ek MY commission expires: l Notary Public EAGLE COUNTY FAIRGROUNDS RULES AND REGULATIONS PART 1. GENERAL RULES AND REGULATIONS A. It is intended that the Eagle County Fairgrounds (hereinafter referred to as the "Fairgrounds") be used to meet as many needs and serve as many organizations as possible. Scheduling of events to be held at the Fairgrounds shall be done on a first come, first serve basis, at the discretion of the Eagle County Board of County Commissioners (hereinafter referred to as "the County"). No individual, organization or corporation shall be permitted to reserve the exhibit hall for more than one (1) event per month unless otherwise authorized or permitted by the County. B. Scheduling and use of the Fairgrounds and its facilities shall be managed by the Eagle County Manager or his designee. A deposit and/or fee may be required for specific facilities. Deposits shall be returned upon the approval of the County if the facilities are left in the condition in which they were found. C. In the event the deposit does not cover the damage, an additional fee will be assessed. Lessee shall have five (5) business days to pay any extra charge due to damage. D. The County shall not be responsible for losses due to theft, fire or vandalism during activities held on the premises of the Fairgrounds. E. Smoking is prohibited in all buildings, and within fifty (50) feet of any barn, hay or straw storage area, or as posted on the Fairgrounds property. F. The user shall be responsible for parking control and for insuring that fire lanes (12 feet minimum) and access lanes (12 feet minimum) are kept clear of obstruction during all events occurring at the Fairgrounds. Unless otherwise authorized, parking shall be in designated areas only. G. Children shall not be permitted in any areas where livestock are kept or used unless participating in a scheduled event, or unless supervised or accompanied by a parent or adult who shall accept complete responsibility in case of any injury accident or damage. H. All dogs shall be on a leash and under the control of the owner, unless participating in a scheduled event, and will not be allowed in any buildings unless the dog or animal is a service animal assisting a disabled person. I. Glass beverage containers are prohibited on Fairgrounds property except in the exhibition hall, or as otherwise authorize". J. All County -owned equipment shall be operated by County Employees only. K. All props, poles, portable fence panels, barrels and jump standards shall be returned to their designated storage location after each use. L. Camping or overnight parking is prohibited on Fairgrounds property unless previously authorized by the County. M. All Fairgrounds users shall be responsible for cleaning up after themselves and their animals. N. The County reserves the right to deny any group or person access to the Fairgrounds. O. The County reserves the right to close any part of the Fairgrounds to public access. P. No intoxicated person shall be allowed on the Fairgrounds. No person under the age of 21 shall consume alcoholic beverages on Fairgrounds property. Q. Any and all persons using the arena shall sign a release of liability and agreement to indemnify the County from any and all claims against the County, its agents, or assigns. R. User shall obtain all necessary permits and licenses prior to scheduled use, and shall promptly pay all taxes, excise or license fees applicable to the sue of the Fairgrounds. S. User shall use and occupy the Fairgrounds, or any portion thereof, in a safe and careful manner and shall comply with all local, state, and federal laws, rules and regulations as may be in force and effect during the scheduled event, including any and all health laws and regulations. T. If, in the judgement of the County, persons attending a scheduled: event are in violation of these Rules and Regulations, the County may terminate the event and require all persons to immediately leave the premises. U. The County reserves the right to enter upon the Fairgrounds property at any time to insure compliance with these Rules and Regulations. PART 2. BOARDING ANIMALS A. Unlbss authorized by the prohibited on Fairgrounds authorized-by--t1ie -cou s $5.00 per day fee, for each the premises are left in a County, Boarding of Animals is r -Pr -op rty. Unless otherwise er shal .00 de it and stall or pen used nsure at clean and undamaged condition. EAGLE COUNTY FAIRGROIINDS Lessee agrees to pay the County the following fees for the rental and deposit of each Fairgrounds Facility: NONPROFIT ORGANIZATIONS AND YOUTH GROUPS: Must have proof of nonprofit status from the Secretary of State -s office in Denver, Colorado, or be a local chapter of a nationally chartered organization. A nonprofit organization is defined as an organization in which no part of the income or profit is distributed to its members, directors, or officers. A nonprofit organization may distribute income or profit to a member provided the member is another non-profit organization. 1. 2. 3. 4. 5. DEPOSIT DAILY FEE Exhibition Hall CLEANING AND DAMAGE DEPOSIT: $2.50.00 NO DAILY FEE WITH ALCOHOL $500.00 CONCESSION STAND CLEANING AND DAMAGE DEPOSIT ARENAS CLEANING AND DAMAGE DEPOSIT STALLS AND PENS CLEANING AND DAMAGE DEPOSIT PICNIC AND LAWN AREA CLEANING AND DAMAGE DEPOSIT WITH ALCOHOL (DAY = EACH 24 HOUR PERIOD) $150.00 NO DAILY FEE $200.00 NO DAILY FEE $ 25.00 $5.00 $250.00 NO DAILY FEE $500.00 NO DAILY FEE TOTAL AMOUNT OF DEPOSIT AND FEES: $ 9sn_nn s The following charges will be. gassed against lesseels cleaning and damage deposit whew lessee has failed to leave leased premises clean and free of damage as per the Canaty's Rules and Regulations. Events ai3owMc a3cohal $25.013 per man hour Minimtua charge: $=O.013 Events without alcohol $25.00 per man hour Minimum charge: $3.25..013 Dam_ Cher than normal wear and tear, charge will be based an cost to repair or replace. O-Ri LOSSES' S TMj tj ;% 7 ACORDTM CERTIFICATES 0 LIABILITY INSURANt.c DATE (MM/DD/YY) 01/24/96 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Allen Insurance Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 610 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Eagle, CO 81631 COMPANIES AFFORDING COVERAGE INSURED Eby Creek Mesa Bld. Corp. P.O. Box 2065 Avon, CO 81620 COMPANY A Travelers COMPANY B COMPANY C COMPANY D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO i TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE (MMIDD/YY) DATE (MM/DD/YY) I LIMITS GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY I-660-858G7212-COF-95 06/08/95 P CLAIMS MADE F-1OCCUR NER'S & CONTRACTOR'S PROT AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS _ HIRED AUTOS NON -OWNED AUTOS GARAGE LIABILITY ANY AUTO EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS' LIABILITY THE PROPRIETOR/ INCL PARTNERS/EXECUTIVE OFFICERS ARE: EXCL OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS Effective one day only (March 12, 1996) CERTIFICATE HOLDER Eagle County P.O. Box 850 Eagle, CO 81631 ATTN: Building & Grounds GENERAL AGGREGATE $ 2'_000_'-00 06108196 PRODUCTS - COMP/OP AGG $ 000.'-00 PERSONAL & ADV INJURY $ 1 -000-,-00 000yo0 EACH OCCURRENCE $ 1-,-000-,00 FIRE DAMAGE (Any one fire) $ -50--00 MED EXP (Any one person) $ , COMBINED SINGLE LIMIT $ BODILY INJURY $ (Per person) BODILY INJURY $ (Per accident) PROPERTY DAMAGE i $ AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EACH OCCURRENCE $ AGGREGATE $ Is EL EACH ACCIDENT 4 $ EL DISEASE - POLICY LIMIT EL DISEASE - EA EMPLOYEE $ CANCELLATION Add`l Insured SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. RECENEO BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY AUTOF ANY- UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. JAN 2 51996 H0 D =EENTATIV:E� ACORD 25-S (1/95) ` ��_%jjL00D CAUNc OAC RD CORPORATION 1988 1'IMK-lc-1=113 1J -l7 U' ONIHN U'Kt1LLY BRIAN E. O'REILLY ATTORNEY AT LAW P. O. BOX 5780 41184 U. S. HIGHWAY 6 AVON, COLORADO 81620 970/949-1636 (0) 970/949-9044 (F) TO: Eagle County Buildings and Grounds 1/970/328-7720(F) FROM: Frian E. O'Reilly DATE: 03-12-96 60,5 'zJ4'J `-14 44 H. wi TIME.- 3:05 pm RE: Eby Creek Mesa Homeowners Assn. ENC: copies of articles of incorporation to establish non-profit status of the Association regarding building rental for tonight's annual meeting NO. 'OV VA41 ES''MCT.UDING' THIS ONE 8 COINTFIDENTIALITY NOTICE The documents accompanying this cover sheet contain confidential information belonging to the sender which maybe legally privileged; any disclosure, cop 'ng distribution or taking any action in reliance on that information is strictly prohibited PLEASE CALL 970/949.1636 IN THE EVENT THAT YOU DO NOT RECEIVE THE ENTIRE DOCUMENT TRANSMITTED OR YOU RECEIVE THIS TRANSMISSION IN ERROR MAR -12-1996 15:00 BRIAN O'REILLY 303 949 9044 P.02 931 1277 $55, 00 FIS ARTICLES OF INCORPORATION -' EN copy OF EBY CREEK MESA HOME©WNEXS' ASSOCIATI031310,2440$ $10. g7 (A NON-PROFIT CORPORATION) SF. 03-M-93 08'.30 • • ...... REJECTED ........ The undersigned, acting as the Incorporator of a corporation under the Colorado Non -Profit Corporation Act, Article 20 of Title 7, Colorado Revised statutes, hereby adopts the following Articles of Incorporation for such corporation: ARTICLE I_- NAME The name of this corporation shall be Eby Creek Mesa Homeowners' Association. ARTICLE 11 - DVRATION The period of existence of the Association shall be perpetual. ARTIQ TII - PURPOSES The purposes and objectives for which the corporation is organized are as follows: 1.0 To be and constitute the Association to which reference is made in the Declaration of Covenants of Eby Creek Mesa subdivision (hereinafter referred to as the "Declaration") recorded in the Office of the Clerk and Recorder of Eagle County, Colorado, relating to the Eby Creek Mesa subdivision, Eagle County, Colorado (hereinafter called the "Subdivision"), as amended. 2.0 To perform the obligations and duties, and exercise the rights and powers of the Association under the aforesaid Declaration; 3.0 To maintain roads, streets, driveways and parking areas not maintained by governmental authority; 4.0 To make and collect assessments to be levied against members of the Association for the purpose of defraying the costs, expenses and any losses of the corporation; 5.0 To manage, control, operate, maintain, repair and improve common areas and utility and other easements as defined and described in the Declaration. 6.0 To pay taxes, if any, on the common facilities; 7.0 To sue and be sued in its own name and sue on behalf of and in the name of any member or members of this Association; Page 1 MAR -12-1996 15:02 BRIAN O'REILLY 303 949 9044 P.05 directors, officers or members are employed 61f,"interested shall be invalid solely because of the fact of such employment or interest, if the fact of such employment or interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless authorizer approve and ratify such contract or transaction by a vote of a majority of the directors present, such interested director or directors to be counted in determining whether a quorum is present, but not be counted in calculating the majority necessary to carry such vote and not to be permitted to vote upon such question. This section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto. ARTICLE VII - 1v4M5tR$HIPS 1.0 Members shall be all owners of the lots in the Subdivision, who shall be entitled to one vote for each Lot owned. No person or entity other than an Owner of a Lot may be a member of the corporation. when more than one person holds an interest in any Lot, all such persons shall be members of the Association. The vote for such Lot shall be exercised as they, among themselves, shall determine, but in no event shall more than one vote be cast with respect to any Lot and individual co-owners may not cast fractional votes. A vote by a co-owner for the entire Lot's membership interest shall be deemed to be pursuant to a valid proxy unless another co-owner of the same Lot objects at the time the vote is case, in which case such membership's vote shall not be counted. 2.0 The corporation may suspend the voting rights of a member for any period during which any assessment against his Lot remains unpaid and for a period not to exceed sixty (60) days for any infraction of it's published rules and regulations. 3.0 A membership in the corporation and the share of a member in the assets of the corporation shall not be assigned, encumbered or transferred in any manner except appurtenant to transfer of title to the Lot to which the membership pertains; provided, however, that the rights of other security instrument on a Lot as further security for a loan secured by a lien on such Lot. Membership may be assigned to the holder of a mortgage, deed of trust, or a transfer of membership shall occur automatically upon transfer of title to the Lot to which the membership pertains; provided, however, that the By --Laws of the corporation may contain reasonable provisions and requirements with respect to recording such transfers on the books and records of the corporation. 4.0 Members shall have no preemptive right to the purchase of other Lots or the memberships appurtenant thereto. 5.0 The By -Laws may contain provisions, not inconsistent with the foregoing, setting forth the rights, privileges, duties and responsibilities of the members. Page 4 MAR -12-1996 15:01 BRIAN O'REILLY 303 949 9044 P.04 'ARTICLE IV - NON-PROFIT ={ The Association shall be a non-profit corporation without shares of stock. ARTICLE V - POWERS Subject to any specific limitation imposed by these Articles of Incorporation, this Association shall have all those powers specified in the Colorado Non -Profit Corporation Act and permitted to non-profit corporations necessary, proper, convenient or desirable to carry out the purposes and objectives of this Association. ARTICLE VI BRART) OF DIRECTORS 1.0 The general management of the affairs of this Association shall be exercised by a Board of Directors, which shall consist of not more than seven (7) nor less than three (3) directors; the specific number to be set forth from time to time in the By -Laws of the corporation; and the names and addresses of the persons who shall serve until the first election of the members and until their successors are elected and shall qualify, are: aohn R. Swanson P. 0. Box 5630 Avon, Colorado 81620 Terry Harris P. 0. Drawer 920 Gypsum, Colorado 81637 Wendy S. Sacks P. O. Box 2454 Vail, Colorado 81658. 2.0 No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Members of the Board of Directors shall be elected at the annual meeting of the members in the manner provided in the By -Laws. In all elections for directors cumulative voting shall be required. 3.0 The Board of Directors shall adopt By -Laws and shall have the power to make, alter, amend or repeal such By -Laws by the affirmative vote of a majority of the members of the Board of Directors as then constituted as they may deem proper and advisable for the management and operation of the affairs of the Association, provided that any of such By -Laws may be altered, amended or repealed by the affirmative vote of a majority of the members of this Association constituting a quorum at any meeting. 4.0 No contract or other transaction between the Association and its directors, officers or members, or between the Association and any firm in which one (1) or more of its Page 3 MAR -12-1996' 15:03 BRIAN T REILLY 303 949 9044 P.06 'ARTICLE VIII W LIMITATIONS 1 1.0 The Association shall be prohibited from engaging in any regular business or activity of a kind ordinarily carried on for profit, and no part of the income or net earnings shall inure to the benefit of, or be distributable to, any member, director or officer of the Association or to any other private individual (except that reasonable compensation may be paid for services rendered to or for the Association in effecting one (1) or more of its purposes, and reimbursement may be made for any expenses incurred for the Association by any officer, director, member, agent or employee, or any person or corporation, pursuant to and upon authorization of the Board of Directors). 2.0 No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding the any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income taxation under the provisions, applicable to this corporation, of Section .501 (c) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States or Colorado law). 3.0 In the event of dissolution of the corporation, the property and assets thereof remaining, after providing for all obligations and liabilities of the corporation, shall then be disposed of exclusively for the purposes of the corporation in such manner, or to such organization or organizations exempt from taxation under Section 501 (c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States or Colorado law), as shall be determined by the Board of Directors. 4.0 The corporation's services " shall be available to all persons, regardless of race, color, creed, national origin, sex or handicap and the corporation shall not discriminate against anyone on these grounds. ARTICLE IX - DISSOLUTION 1.0 Upon liquidation of the corporation's assets, such assets shall be distributed for (A) other Section 501 (c) (3) purposes; (B) to the federal government or a state or local government for public purposes; (c) to another organization exempt from taxation under Section 501 (c) (3); or (D) for comparable purposes pursuant to a court order. AR'T'ICLE X - INITIAL REGISTERED OFFICEAND AGENT The address of the initial registered office of the Page 5 MAR -12-1996' 15:04 STATE OF COLORADO COUNTY OF EAGLE BRIAN T REILLY Ss. r.0 303 949 9044 P.08 The foregoing Articles of Incorporation were acknowledged before me on this 1st day of March, 1993, by Brian E. O'Reilly. Witness my hand and official seal. My commission expires: Page 7 zu MAR -12-1996 15:03 BRIAN O'REILLY rr 303 949 9044 P.07 l Aasociation is 0048' East Beaver Creek Blvd.'1 Ste. 205, Avon, .Colorado 1620, and the name of the initial registered agent of the Association at such address is Lester Finklestein. ARTICLE X2 - DIRECTORS' LIABILITY The Directors shall have no personal liability to the Association or to its members for monetary damages for breach of fiduciary duty as a director; except that this provision does not eliminate or limit the liability of a director for: any breach of the directors' duty of loyalty to the Association or its members; acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or any transaction from which the director derives an improper personal benefit. This provision shall not affect the liability of a director for any act or omission occurring prior to the effective date of this provision. ARTICLE XII - AMENDMENTS The Association reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation by a vote of two-thirds (2/3) of the members present and constituting a quorum at any regular or special meeting of the members; provided, however, that no amendment to the Articles of Incorporation shall be contrary to or inconsistent with any provision of the Declaration. ARTICLE XIII - INCORPORATOR The name of address of the Incorporator of the Association is: Brian E. O'Reilly, P. O. Box 5780, Avon, Colorado 81620. ARTICLE XIV - EXECUTION in Witness Whereof, the undersigned incorporator has signed these Articles in duplicate original form this lit day of March, 1993. /T t E O' R l ly Page 6 MAR -12-1996 15:01 BRIAN O'REILLY -8..0 To carry on a,.a do generally proper, advisable or convenient for purposes hereinabove set forth and incidental thereto; 303 949 9044 P.03 any and ally -things necessary, the accomplishment of the to do all other things 9.0 To protect and maintain the Subdivision as a scenic residential area of the highest quality and value and to enhance it's value, desirability and attractiveness; lo.o Insofar as permitted by law, do any other thing that, in the opinion of the Board of Directors, will promote the social welfare, common good and general welfare of the residents and owners of the Lots, protect the value and desirability and enhance the safety and habitability of the properties, or bring about civic betterment or social improvements, including without limitation: A. representation before the Board of County commissioners of Eagle County and any other political, civic or charitable division; B. assessments and taxes of any nature in the Eby Creek Mesa Subdivision, located in the County of Eagle, or any other assessments and taxes of any nature to which any members of this Association and their Lots may possibly become subject; C. entering into contracts for the management of the Eby Creek Mesa Homeowners' Association and contracting for such insurance as may be deemed to be necessary; D. securing and maintaining an adequate water supply for the needs of the members of this Association; E. enforcement of any and all protective covenants of which this Association hereafter becomes the beneficiary and/ or assignee; F. to act for and on behalf of any and all members of this Association in amending, altering, or repealing any or all covenants to which the lands of the members of this Association are subject; and, G. to make and enforce reasonable rules and regulations with respect to use of the Property in the Subdivision. H. to act for the convenience of other persons in the ownership or management of property in any representative or fiduciary capacity. 11.0 The foregoing statements of purpose shall be construed as a statement of both purposes and powers. The purposes and powers stated in each paragraph shall not be limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be broadly construed as independent purposes and powers. Page 2 EAGLE COUNTY GOVERNMI Pw chasing Department P.O. Box 850 Eagle, Colorado 81631 (303) 328-8623, Ext. 623 FAX (303) 328-7207 twc,Lt COUNTY, COLORADO VENDOR: 001540 SHIP TO: WENDY SACKS EBY CRK MESA HOMEOWNERS P. 0. BOX 3370 EAGLE CO 81631 QUANTITY_ I UNIT DESCRIPTION 01-4700-0410-0000-1330 .00 DAMAGE/DAILY RENTAL FEE REIMBURSEMENT (CHARGED RENTAL FEE IN ERROR) SHIP VIA PREPAID COLLECT ❑ ❑ DATE 03/1/96 purchase order No. 10050 THE ABOVE NUMBER SHOULD APPEAR ON ALL PACKAGES INVOICES AND CORRESPONDENCE. BUILDINGS & GROUNDS 590 BROADWAY P. _0. BOX 850 EAGLE UNR- PRICE DATE RECD. 00/00/00 CO 81b31- REQUISITION NO.I BID NO. 9936 II TERMS AND CONDITIONS goods other than those specified on this order must not be substituted or prices changed without authorization from the Purchasing Department. foods not received within 30 days of delivery date requested are subject to cancellation. to finance charge, sales tax or use tax shall be included or added to this order. Sales tax Exempt No. 98-04908. II transportation charges must be prepaid, FOB destination, unless otherwise indicated. endor agrees that all goods have been manufactured and sold in compliance with all applicable laws and ordinances. endor's claim will not be paid until order is completed. II orders re subject o fiscal budget constraints and approval by the Board of County Commissioners. AGLE CO TY R RESENTATI FINANCE DIRECTOR/COUNTY MANAGER* gEFER TO FINANCIAL MANAGEMENT GUIDE ORDERED BY PURCHASING ❑ ORDERED BY DEPARTMENT YELLOW - VENDOR WHITE - RECEIVING PINK - ACCOUNTING 350.00