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HomeMy WebLinkAboutcoa.lu.sp.Aspen Meadows Closing File.1992Aspen Meadows Closing files for referances. 19q ?--I ax�f�� oq/ia� S71 PI CITY OF ASPEN CLOSING FILE "THE ASPEN MEADOWS" 1. Statement of Nullification 2. Special Warranty Deed - Water Rights 3. Raw Water Agreement 4. Deed - Lot 1 - Savanah to Institute 5. Deed - Lot 2 - Institute to MAA 6. Deed - Lot 2 - Savanah to MAA 7. Deed - Lot 3 - Institute to Physics 8. Deed - Lot 3 - Savanah to Physics 9. Shared Facility Agreement 10. Deed - Outlot B - Institute to Marqusee 11. Bill of Sale - Savanah to Institute 12. Acknowledgement and Acceptance of Driveway Easement 13. Fireplace Letter - Kresge 14. Agreement to allow new Road over MAA property 15. Conveyance Agreement - Institute/Physics 16. Conveyance Agreement - Institute/MAA 17. Order of Recordation - Recording Information savanaMindexeskity.cls +4*340939 O 1 /� . /92 1 j: 2 r R-ec. $15. t=ri r DV' 667 PG 91 1 G i 1 v i as Davis, F' i t_ t:: i 1 i C' n t_ f.:1 E:r r t.: Doc- NULLIFICATION OF STATEMENT OF EXCEPTION FROM THE FULI, SUBDIVISION PROCESS WHEREAS there was recorded on October 31, 1985, as Reception No. 272730 in Book 498 at Page 256, et seq. of the Pitkin County, Colorado real property records a certain Statement of Exception from the Full Subdivision Process and Subdivision Approval, etc. ("Subdivision Exception Statement") by which certain limitations, restrictions, covenants and conditions were, by the owners thereof and the City of Aspen, Colorado, placed upon the real property more particularly therein described; and WHEREAS subsequent to the execution of the Subdivision Exception Statement, the property therein described was, by the current undersigned owners thereof, submitted to and has received approval under, inter alia, the full Subdivision and Specially Planned Area provisions of the City of Aspen Land Use Code; and WHEREAS the purposes of the Subdivision Exception Statement have been fulfilled and the limitations, restrictions, covenants and conditions therein contained have effectively been superseded by the conditions of approval placed upon the property described in the Subdivision Exception Statement in connection with the Full Subdivision and Specially Planned Area approvals recently obtained in connection therewith; and WIIEREAS the Subdivision Exception Statement serves no further useful purpose and in the interest of adding clarity to the public land records of Pitkin County, Colorado should be rendered a nullity. NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that from and after the date hereof, the Statement of Subdivision Exception, etc. recorded October 31, 1985, as Reception No. 272730 in Book 498 at Pages 256, et seq. of the Pitkin County, Colorado real property records shall in its entirety and, for all intents and purposes, be null, void and of no further force and effect whatsoever. /� IL IN WITNESS WHEREOF this instrument has been executed as of the ►O day of tKV1 AA, 1991. THE CITY OF ASPIF,N, Colorado By: (/�Z/ , like 6� (Signatures Continued on Page Following) If-3AC)9:39 / '4/9? 1fru'?7 Rt;-lc-. $15.00 L 667 F'G: 812 Silvia Davis, Pi.tk:irl Cnt_y CJ.er"fc. Doc_: $. >c> THE ASPEN INSTITUTE (formerly The Aspen Institute for Humanistic Studies) By: \-N'.S�Nv R?,-, SAVANAII LIMITED ARTNERSIIIP, a District of Columbia limited partnership as successor to John H. Roberts, Jr. By: ASPEN ENTERPRISES INTERNA- TIO_NAL,,INC., its-k3eneral Partner STATE OF COLORADO ) ss. COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me t s �" d"ay of 19VI.,,, by _a--1 �— u-z�as of THE CIT=my N. hand and official seal. `��„ • Fl My commission expires: A . (SEAL iAT.ATE -Qe COLORADO ) £ ° 14 c °� ) ss. COUNTY OF PI KIN ) -IL The foregoing ' tru ent was ackn r ged before rr� this day of �uw as r(li e�+ o 'TIIE PEN INSTITU��(formerly known as he Aspen Institute for Humanistic Studies). WITNESS my hand and official seal. My commission expires: ' , / a , � 3 (SEAL) Notafy Public (Notarial Clause Continued on Page Following) #k3409..: , O1/24/9 '' FEac i 15. ( Bf:: 667 F'C 913 Silvia Davis,, I='i.t.ki.n C:rIt.y Clerk:, Doc. $,�'�; STATE OF COLORADO ) ) ss. COUNTY OF PITKIN ) The foregoing instrume t was acknowledged before mw1b his da o G , 19Q, by as c� r f ASP ENTERPRISES INTERNATIONAL, INC., general partner for SAVANAIi IIVIITED PARTNERSHIP, a District of Columbia limited partnership. WITNESS my hand and official sea My commission expires: % • /;) . R ' ($EAL) savanah\docslnullific.0I ' # 340942 c� i / �4 / 9 2 i b : 30 Rec $2c_�.00 BK 667 PG 824 ' C 1 er• k: , Doc $ . cl c�� Silvia Davis, Pitk:in Cnty SPECIAL WARRANTY DEED SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership ("Grantor") whose address is 600 East Cooper Street, Aspen, Colorado 81611, for the consideration of Ten Dollars ($10.00) , in hand paid, hereby sells and conveys to THE CITY OF ASPEN, a Colorado municipal corporation ("Grantee") whose address is 130 South Galena Street, Aspen, Colorado 81611, the following: Any and all water rights, ditch and ditch rights owned by Grantor and used in conjunction with the real property described in the attached Exhibit "A" incorporated herein by reference including, but not limited to, the Grantor's interest in and to the following specifically described water rights and ditches: A. The Si Johnson original construction water right originally decreed for 3.5 cfs (former Water District Priority No. 422) in Civil Action No. 3082 on August 25, 1936, Garfield County District Court with an appro- priation date of January 10, 1926; and B. The Si Johnson First Enlargement water rights decreed for 2.0 cfs (in former Water District Priority No. 435) in Civil Action No. 3082 on August 25, 1936, Garfield County District Court with an appropriation date of May 1, 1932. Together with all appurtenances, and warrants the title thereto against all persons claiming under it, subject to and except for general taxes for 1991 and thereafter. RESERVING THEREFROM, the right of Grantor to make such ditch and structure modifications, realignments and other improvements as the Grantor deems advisable for the irrigation of the property described in Exhibit "A", at Grantor's sole expense, provided such modifications or improvements do not impair or alter the historic tail ditch(es) associated with the above -described water rights. , 7 L. SIGNED this day 0 0 C of (A^Vk kA.,, SAIIAH District partners By • A' SP2 H\ TIQANAL, By 1 1992. LIMITED PARTNERSHIP, a of Columbia limited hip N ENTE ISES INTERNA- �NC . / l� 1 0 �'F4L-`T- #340942 Q1/ 4/9. 16:30 Rec $'20.00 Elk:: 667 PG 825 Silvia Davis, Pitkin Cnty Clerk:. Doc STATE OF�J�OrAJO ) ss. COUNTY OF ► ( ) / 1 L T foregoing instrument wa ackn ledged before m&partn s 1p 1 day of u 1992, by �MG��►1�RiMlry as of ASPE ENT PRISES INTERNATIONAL, INC., a general r of SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership. WITNESS my hand and official s My commission expires: "7. /a, g ( SEAL) 0258ADWD.01 0 #340942 r71/24/92 16:30 Rec $2 t°it0 Eft': 667 f"'r 826 Silvia Davis, Pitk:in Cnty Clerk:, Doc $.G(-) ' is --npcL 1,11'(;AL DESCRIPTION A Ili -,'I of Inrid locnted w•ilhlr f,ortlow. of the North 1% of Se: tion 1:, nnd tl,e Soul!) 1::' Sccllon 1 '('►+rnship 10 South, Rnnoc f.5 V:est of tl+c (+►h f'rinclf+lc 1.4eridinn, lltkln Ccunl�, rlDlf o! C,+lnrndo heinh more p:1r6culml• dG.crihcd rrc follo.ae: ricfinning lit the cenirr ncnrlh 1/1G corner of sold St..ctlon de Mird ns r;uch or; the 'PIP.: of mp,.-t1 Men(Inwr, Suhdh'isinn ExctPti(w' and hcinr r found in pinee 31t: z 1 Inch Fled fhrn.r N F4" 14' (>0" W. ninny the nnrth Irnc of btn bcnnc Lot Split 1,U1)d'Iv1slnn and Cz.sllc Crr( I: Suh(11oglon, 797.62 Itct to Itic casterl)' lint of F'.ccl Buttc %_•cnictcr) ; Tltcnct nlonF tht enstcrlr hounder%. of Fait; Red Butte Cemetery, the following nlnt (9) course^ 1) N 17 40' 1. " E, 94.75 feet; ?) Tizcnee 14 13' 0 1 ' 35" W, 65-CyJ feet; 3) T t,cnct h' I 33' 10" 1r, 96.62 feet; 4) Th:nce N 1' 50' 2C" E. 114.04 Sect; �) Thcncc N 14' 3W 25" `A% 64.31 feet'. t+) l'hcnct N 4^ CIS' 30" W, 286.13 feet; 7) Thcncc N 21' 2F.' 50" W, 171.56 feet; N 16' 21 15" E, 305.F2 IFCel; )) TIItnct N 1' 02 20" W, 22.36 feet; �' 3i 1- (I(f" r 3F.99 feet• ;�lu•n�c �' Ffi° 35' 15" E. 3"2.5:.' feet; iltcncc h . � • •.r o! .mot W. Blaci vir:f; l��t^ter• il,�•n::•'N (IG' 1f'" «', 14.77 feet to Iltc soulhc.a corn ' "Ir: n c nlnnE the ersterl�' houndRn' of G+td Blnct: £iir h LetnIGC. the follow ink fr+ur (41 tours=.: N 2 "' "" 199.72 feet' ;fiend: N 14' :7' (i3" W. 1 19.6 i f:c'; Trt:rct N 15' CZ0;?" E, F,4 24 fee:; hence N 52' 1S' 0-E, `-.1F f: to th• ,ert�r !:^' cnt-rs:clior of tit: fcnnrini., ? c+ri: River nndtt Cnmit Creei;i i'ru r+_c s�ulhenstcri�' annrnximnttly 3!l;Yi it:t r lnn� flit c.•nt_•rllr,c 07 tht F:onrinC fort 1.ivc:, hcin� dcscrihctr Oy ttit fo',lowinF scvcnte cn " ?; cc+urst�s for the nurnns: of r.crcnst ca1C.:lDtio oni;, and is no,. intcnd:d for ttt: estahlisltmcnt of hnundnr. tin- Ther,ct S 4 10' 12" E. 126.35 fe:'; ^� ;nence S 64' 1f Z2' r, 131.86 fee!,, :1) Thence S F2' 09' E, 3f;4.76 feet; 4) 'thence S 5rr 54' 59" E, 92.62 feet; 5) hence S 17" 30' 4G" E, 203.65 feet; F) Tliencc S 19' 45' 09" Vt', 250.14 feet; Them: 5 1Cl22' O�" V;', 1S2.51 fcct; t;) Then= S 4'' 55' 0.1 r, 1 19.52 feet: �1) 'Thcncc S S2' 30' 40' 1-, 269.07 feet; 1(t) Thence N 76' 40' OP," E, 141.4o feet; 1 1) T t,cnce S 6 4 ' OF' 110 E, 120.4 Z feel; ;r) Thence S 51' 11' 12" E, 217.42 feet; 13) Thence S 70^ 55' 07" E, A'35.71 feet; 14) Thence S 35" .5 4' 3R" E, 16Z.80 feet; 15) 711Cnce S 9' OW 17' W, 129.26 Nc1,; 16) 'Iircnce S 41' 2G' 27" C, 115.37 feet; 17) Thence S 70^ 13' 47" 021.93 fct'1 In n rolnt nn the wcntcril' hr+"ndar� Ilnc of Lot lA Second Aspen Comps ;uhdiviSiun; R _942 c)1/^4/92 16:3Ct RL-c $-710.0C) 1=iF: 667 pC 1327 Silvia Davis,, Pitkin Cnty Cler•t::, Doc $.Ct() Thcn.c ni(rnd the westerly hrtundnry of Sn1rl second Aspen Company Suhdivininn, the following kvn (.) cnurset: I) 5 n' 27' 00• L, 47M.00. fcct; 3) i'!►cnee S 1G' 3" (►;)" E. 7Z3.9fr feet to :. paint nlnng the north fight-nf-w'ny of Gillespie Avenue; TI►cnce N R9" SR' 15' W nlong the nnrih riEhl-nf•wr.v of nnid Gillespie Avenue, S69.13 feet to the �r esl rlghl•nf-way of Sixth Street; Thence nl(tnp the west right-nf•kvny Of Sr►ld SIx1Ft Street u• 1:' Ott" F, 199.71 feet to n palm n1ong the north riplu trf-w y rrf Nnrth Strt-et; 'ihencc nlonF tln nnril► right-of-vrfly of s.ild Norih Street N 75' 1:.' (►tI" %A,, 269.67 fcct; TI►cncc S 14' 47' 30" W. 9,66 feet to n paint ern th- /aspen T(twimlilp t,lne 5-(r; Tlivnec N fir`' 3fl' V1" W nlong said ircrt Tr,%Yns1 p LJnc, 4Nr..R(1 feet to . paint nlong the cnrt rig ht-ol`-� :iy of the errlglnnl Mendnws Rrr:ul; Tlicnce niong Enid ens: rlFhl-of-\vn}' of raid Mcpdowr, Rond Ilse f(jil(twing five (5) cnurscs: 1) N (r 54' tin" W, 400.71 feet; j Thence N f,�' 21 ' 00" W, G. 2 feet; 3) ''itcrtcc N 0' 54' 0;1' W, 1S.i2 feet; :) Thence :!ong the arc of r. curve to cite right, hnvinE :. radius of 14t13.t19 feet, a central angle n; fi' 33't^" for nn me iengtl. of 209.411 feet, and -whose Chord hcnm N 3G' C,2n,',2G feet; �) ; t►encc N "' 39' '✓, 296,47 feet; ^,'►rcrrc•c 1� Sl 14, n^' V.,, f;4,2, feet to lit- -1nit ('(tint 0- ritpinning and contniniq R4.536 :i:*rt more nr Ic #340943 C:)1 /24/92 1 6: 30 Rec $315. 00 Bf:-_ 667 F-'C 828 Silvia Davis, Pitkin Cnty Clerk. Doc- $.(-K-) RAW WATER AGREEMENT THIS AGREEMENT, entered into this day of S Aau Arq , 1992, by and between THE CITY OF ASPEN, COLORADO (hereinafter "the City"), party of the first part, and THE ASPEN INSTITUTE, INC., and SAVANAH LIMITED PARTNERSHIP (hereinafter collectively referred to as "Meadows"), party of the second part; WITNESSETH: WHEREAS, on June 10, 1991, the City, through its Mayor and Council, adopted Ordinance No. 14, Series of 1991 granting final approval for the Aspen Meadows Final Specially Planned Area which provided that certain water right historically used for the irriga- tion of the Meadows area be conveyed to the City which would con- currently enter into a Raw Water Agreement for the continued irri- gation of the Meadows property; and WHEREAS, the Aspen Institute, Inc. and Savanah Limited Partnership duly executed a Special Warranty Deed on , 1991, Reception No. in Book at Pages Pitkin County, Colorado, conveying certain water rights pursuant to Ordinance No. 14, Series of 1991 (hereinafter "Meadows Deed"); and WHEREAS, by this Agreement the parties wish to provide for the continued irrigation of the Meadows Property upon the terms and conditions expressed herein. NOW, THEREFORE, for and in consideration of the premises, mutual promises and covenants herein contained, the City and Meadows agree as follows: 1. This Raw Water Agreement shall continue in effect for a period of fifty (50) years with a right to renew for an additional fifty (50) years from the day and year first above written. Upon termination of the aforementioned fifty (50) year period, this Raw Water Agreement shall be renewed upon the same terms and conditions. The original term and any additional terms shall be subject to changes in the City Ordinances, relating to raw water supply, which are generally applicable to the public which do not materially impair or burden the provision of water hereunder after full notice and opportunity to be heard; provided however that the $100 fee under paragraph 2A shall not be increased by more than 25% every five years; and provided further that the lease shall not be subordinate to the use of water to the emergency needs of the City, for minimum stream flows, hydroloelectric power, or municipal purposes. This Agreement allows only the use of untreated raw water owned by the City and conveyed by various ditches. No right to use treated water carried in the City's domestic water distribution system is granted in whole or in part under this Raw Water Agreement. 1 #340943 C)I /2 4/92� 16: 30 Rec $35. i)() ELF:: 667 Pr 829 Silvia Davis, Pitk:in Cnty Clerk:, Doc $.Cy(-' 2. Meadows shall pay to the City an annual charge for water provided by the City under this Raw Water Agreement. Said annual charge shall be paid on or before April 1st of each year but, in any event, shall be made before the delivery of any water by the City pursuant to this Agreement. Said annual charge shall be as follows: A. Meadows shall make an annual lease payment of one hundred and No/100 Dollars ($100.00). B. Except as described in paragraph 5, below, Meadows shall pay a proportionate share of all ditch costs assessed to the City or any other costs, charges or expenses occa- sioned by the Meadows' use of any structure by reason of the City's ownership of the following decreed water rights: 1) The Si Johnson Ditch original construction water right decreed for 3.5 cfs on August 25, 1936, in C.A. No. 3082, Garfield County Dis- trict Court, with an appropriation date of January 10, 1926. 2) The Si Johnson Ditch First Enlargement water right decreed for 2.0 cfs on August 25, 1936, in C.A. No. 3082, Garfield County District Court, with an appropriation date of May 1, 1932. 3) The City may, in its sole discretion, substi- tute other sources of raw water supply for lawn, garden and landscaping irrigation pro- vided said water is delivered without any increase in the annual rental under paragraph 2.b and provided such substitution does not diminish the quantity or quality of water delivered to Meadows hereunder. The City may also, in its sole discretion, change the above -described water rights in an appropriate court proceeding. Meadows shall cooperate with the City in any such proceeding, at no cost to Meadows, and the City may claim total credit for all historic consumptive use under the above -described water rights in any such proceeding; provided however, any such change proceeding shall not be structured as to impair or defeat the terms of this Agreement. 3. It is agreed that for purposes of this Raw Water Agreement and any renewals hereof, it shall be assumed that Meadows shall utilize the water for the continued irrigation of the Meadows property during each irrigation year and absent written notification to the contrary given to the City no later than fifteen (15) days prior to any annual payment due date. 9 #340943 01 /2 4/92 16: 30 Stec $35. 00 BK 667 PG 930 Silvia Davis, Pitk:in Cnty Clerk:, Doc $.00 4. Meadows shall, at its expense and in a manner sufficient to maintain the water right, utilize the water delivered for the purposes permitted and perform all acts necessary to accom- plish the irrigation of said property. It being expressly agreed that the City's obligation and expense shall terminate upon delivery of the water at the Meadows property boundary. 5. The City shall not be liable for the failure to deliver water by reason of Si Johnson Ditch structure breakdown or other structure conditions which prevent or curtail delivery, which conditions are not within the control of the City. To this end, the City agrees that it shall cause all other users of the Si Johnson Ditch structure which are licensed or otherwise permitted to use the City's interest in the Si Johnson Ditch and water rights, to exclusively bear all costs required to enlarge or modify the ditch structure to carry water owned by the City and leased to those third parties carried within the ditch. The City shall maintain and operate the Si Johnson Ditch structure in a reasonable and prudent manner which shall be consistent with any common law and statutory requirements for ditch operation and maintenance. The City shall maintain and defend such rights against injury, claim of entitlement or abandonment to permit the exercise of this Lease. 6. The use by Meadows of irrigation water delivered under this Raw Water Agreement shall be limited to the traditional uses to which water has historically been applied with the water rights described in Paragraph 2, above. Meadows shall not use the water provided under this Raw Water Agreement for any purpose other than landscape features, ponds and the irriga- tion of the meadow, lawns, shrubs, trees and green space contained in the Meadows property described on Exhibit A, attached to this Agreement, and incorporated herein by reference. 7. Upon full payment as provided for in Paragraph 2 hereof, the City shall deliver to Meadows at the headgate of the Si Johnson Ditch a quantity of water necessary to reasonably accomplish, without waste, the irrigation of fifteen (15) acres within the property described in Exhibit A, hereto, together with ditch transit losses to the Meadows property boundary, but in no event shall said quantity be less nor more than the quantity of water described in the Meadows Deed (or the historic ditch capacities, until such are enlarged pursuant to paragraph 5, above). The City agrees to deliver irrigation water during the historic irrigation season at all times that the Si Johnson Ditch Priorities for the use of water described in paragraph 2B 1) and 2), above are in priority and legally divertable under the laws of the State of Colorado. 8. This Raw Water Agreement, as supplemented by the terms of Ordinance No. 14, Series 1991, supersedes and controls all prior written and oral agreements and representations of the parties relating to these matters and shall constitute the 3 t#340943 i_?1/24/92 16:3O Rec $35.(-)(-) E3K: 667 PG 831 Si1_.via Davis, PitlAn Cnty Clerk, Doc $.t>c-, total integrated agreement among the parties relating to these matters. 9. Except as expressly provided for herein, to the contrary, this Raw Water Agreement may not be amended except by subsequent written agreement of the parties. 10. By executing this Raw Water Agreement, the parties acknowledge and represent to one another that all procedures necessary to validly contract and execute this Raw Water Agreement have been performed and that the persons signing for each party have been duly authorized to do so. 11. This Raw Water Agreement shall not be transferred, assigned, or in any way conveyed to a third party by the party of the second part without the prior written consent of the City. IN WITNESS WHEREOF, we have set our hand and official seals the day and year first above written at Aspen, Colorado. Attest: Kathryn S. Koch City Clerk APPROVED AS TO FORM: _-1 Jed Caswall, Esq., City Attorney John D. Musick, Jr., Esq. Special Water Counsel Attest: Secretary THE CITY OF ASPEN, COLORADO, a Municipal corporation THE ASPEN INSTITUTE, INC. By AVANAH LIMITED P THE4SHI S C �Kerift-jJ�n �/'�M11dh4�, -Tra' �^ / o (1J1�{ ►4 ion 1 y of s r641 IN TK-t U 4 #7540943 01 /24/92 16: 30 Rec $35. 667 PC:', 832 C i .l v i a Davis, P i t l•:A n C ri t. y C l e r- l•:: , Doc $. (-) (-) STATE OF COLORADO ) COUNTY OF t 4 k i n SS. ) Witness my hand and officia My commission expires:%'/,,?- STATE OF COLORADO {L re me this t,j as as secretary of SS. COUNTY OF PITKIN ) T e oregoing instrument was acknowledged before me this14 �/ (' day o 1992, by City of pen, olorado. �a�, as ' Th A elf rvM 11 1` � of the � �.- Witness my hand and officia se 1. M commission expTres: A11 STATE OF SS. COUNTY OF 01 1C n ) 11 t� The foregoing instrument was acknowl ed before me this day of 1992, by to A as a �nt�- r J • game- of Savanah Limited PartnershikD. Witness my hand and official seal. My commission expires:,)•/..13 0258ADAG.02 9 #340943 01 /24/92 16: 30 Rec $35. 00 Bk:: 667 F'S 833 Silvia Davis, Pitk:in Cnty Clerk, Doc $.c_>c_t _''tc ?-.nr;cn l-'tn6ctWE I,l GAI, DISCRII'TMN A of I:1nd locnied w•ilhir porllorls of the ►:nrttt 1% of Se.^tinrr 1'. nnJ the Soul!) I..' Scclir,n 1,'I'ownship 10 South, F.nn�c F5 V:rs1 of tlt[ fth f'rinc}1,ic 1.1eriJinn, T`Itkin Cr,unt�, Stotc of Cnlm."do 06nh more 1"nrticulnth. described roc frAlow•c: ficFinnlnl; ttl the cenlrr north corner, of sold Sr.:tlnn de:crllTeJ ns Fuch or, the Iltr mp--il t,1cAtIm".'s Suhdlvlt im Exceptintt" nntl h-.inr r; fnund In pIncr 3r: z 1 ln.ir ticcl h:.t. Thrn.e N F4' 14' W' W, ninn; tttt nnrih t:nc of Bc•n Dcnnc Ull S1flil Subdl\'islnn And Cr,stic. Crrcl: Suhtli�'Iilon, ?97.1i2 feet to the easterly line of Ficd Butte Ccmtter)•; ?hence nlonF tht cn�tctl} boundary of &mid Red Butte Ceinelery, the follow ins nine (9) cnuru'ct: �1 Tlunce h' 1" 01' 35" V�', fiS.Ua feet; 3) Thcnet 14 11' 33' 10" F, 96.62 feet; 4 Thence N '.' 50' 2C" E, 114.04 fcct; �) Thcncc N 14' 30' 25' W, 64.31 feet; r;) flit: nce N' 4" 08' 30" W, 2Fif .13 feet; 7) flt: nee N 2I' 2F.' 50' W, I71.56 feet; t:) 'hence h 16' 21' 15' E, 305.F2 feet; )) Tutn:;t N 1' C2' 20" NN', 33.36 fcc:; I rr.c h Ff:° 35' 1 `" E."3'�.5� (cct iitcncc t: `' 3(" O,'l" r. 3F." f cet; i nc n.c N 7 tl(i' IP' Wf 14.77 feet to the south corn^.r of Lni 1t1, Ir:n'c nlonE the er.;terly boundary of r-11d B)nct: 5irrt: attntes, the follouin� lout (�1 cc,urs^.: �-,• 5,4' 0:!' NV, 199.72 foe'.; "�tcnx t� 3<' :7' (13" �.'• 11S.61 fc•e'; ntrct N i" C3' 1t;1" F4.24 tee:; tt^n;c Tt 52` 1S' (t^" fee' to t}u c^ntt' ':•.- 'nr::!,SC !inr c,f tit: Fcnnrin rnri: E, .. _ River nn� Cnttic Crecl:; I to nee sou:hcatteriv nrnrozimnttla 39;Ki itet tJnn� (ht eentrr;inc n� the F:c,nrinr Fort F.ivc:, ,��" for tl,: numnst of r._rcnsc cnic.antio descrlhet' ON, the fo;IrnvinF se-,•entccn c ..; c.t L nni',, and 1s no,. intended for tot r-mblirlimcnt of hnundnn lr.��: ' Thcnc_ S 4 10' 12' r, 1263 ` fee'; Tnencc S 64' 1F r. 131.86 fee!; 3) Tnencc S Fi2' 09' S 2 " E 3Ft4.70 feet; 4) 'iltcnce S 5"' 54' 5S" E, 52.62 fcct; 5) mmc S 1T 30' 46" E, 203.65 fcct; fil 'Thence S 19''15' OF" w, 250.14 feet; T� 7nrn=c S 1CC' 22' M" NV 1S2.51 feet; t;) iltencc S 411' 55' 0 1 ' E, 1 19.52 feet: v) Thence S 82' 311' 40' E, 269.67 fcc:; 1tt) Thence N 7V 40' OR" E, 141.40 feet; 11) 11ance S 64' OF' 11" E, 120.4Z feet; Thcnce S 51' 11' 1�" E, 217.42 feet; 13) Thence S 7t1" 55' 07" E, '�35.71 feel; 14) Tnencc S 35' 54' 39" E, 1f2.80 feet; 15) Thence S 9" 06' 17" V,', 129.26 filet; 1 fi) 'Iitcncc S 41' 26' 27" E, 115.37 feet; 17) Tltcna S 70' 13' 47" 1:2.93 feel In n point (in wrl;tcrl}' i�o'"dart' 11nc of Lot lA Second Asptn Cnntpn, - hJivltiurt; 4340943 01 /24 / 92 16 e Sr i Rec Devi=, F'itk:in Bf` 667 PG 834 Casty C1Fyr•f::. Doc- $.0(') Thrn.c Mon" tilt wemetly hounduy of Snlrl Second /aspen C��mpany Suhdivisinr„ the following W.10 12, cmlmte3: 3) i'hcncc S 1G' �5' Oti" L. =3.7F� fcc.t Icr t, pnin! nlnn� the nnrtlt rl�ht-of-wny of Gillcspic /wcnu.; Thcncc N RS" 56' 1S' "A' nlonr the nnnh of Snit; Gille!�pic Avenue, S69.13 feet to lltc �� ctt Atilt-of-wn), of Sixth Strce!; Thence nlnnf tilt west right-of-wn}• crf :cnld Slxth Street E, 199.71 feet to n rolnt nlong tilt north ri or Nnrtlr Strrcl; T Ucncc nlonF tlu• nnrih ritht-of-wnr of snld tdorlh Street N 7`•" 1:' t)"1" \', 269.67 feet; Thcncc S 14' 47' 30" W. 1).66 feet to n mint on the AFprn Townshift Line 5-t-,; Thcncc N fr" 30' f1',)` W nlonF said nsr,cn' o-I'Ship LJnc, 4P.F,-Mi fcct to -. taint nlonr tilt cnst right-of-�� :ry of tlrc orl61nn1 t.�lcadows 1lr�:u1; Thcncc nlnno Laic ens! rlfiht-nf-« n)' ctf said L9endovrr. Road the following five; (5) courst:s: 11 14 (r 54' 00" v,', 400.71 fact; �) Thcncc N 6" 21' 00' 31 ; rrcrrcc N 0' 54' ();1' 1S.:2 fcc"; .) ?lrcncc.:long the arc of r, curve to tic riFhl, ItnvinF :. radius of 14it3.O9 fee", n crntrnl r 2 9 I f* and whosc chnrtl hcnrc an�lc of fi 33'1_ for nn me lengli, ct. (► .St , t� 36, E, 2(1!'.26 feet; Trt�n�c 1�' 39' feet; ^,'orate 1; S4, 14' O^" V�' F:<.2L feet to tit,- Inre Point CicFinnlnl and enntnininl �S `3G ;i:•rw mire nr lens. C LUv �,L m a ci-�< �� Ir- 0 ,, . in #31. 4 01/224/922 16;31 Rec $=.ii._ BF::: 66i PG 935 Silvia Davis, Pitkin Cnty Clerk, Doc $.ii(_) BARGAIN AND SALE DEED SAVANAH LEMTED PARTNERSHIP, a District of Columbia limited partnership, Grantor, whose address is 600 East Cooper Street, Aspen, Colorado 81611, for the consideration of Ten Dollars ($10.00) and other good and valuable consideration in hand paid, hereby bargains and sells to THE ASPEN INSTITU'rE W iose address is 1000 North 3rd Street, Aspen, Colorado 81611, any right, title or interest that it may have in the following real property in the County of Pitkin and State of Colorado, to wit (tile "Property"): Lot 1, The Aspen Meadows Subdivision, according to the Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat recorded in Book -:� S at Page -5— of the Pitkin County, Colorado real property records. I]L Signed this lo day of t &-vk 1991 SAV AH LIMITED PARTNERSHIP, a District of Columbia limited partnership By: ASPEN ENTERPRISES C � v 'I U STATE OF I ,J ) it , ) ss. ti COUNTY OF ► ) L. The foregoing inS tru ent was acknowledged befoU this da of ,19 ,by A►m as t f ASIJN ENTERPRISES INTERNATIONAL, INC., a general partner of SAVANAU LMTED PARTNERSHIP, a District of Columbia limited partnership. WITNESS my hand and official seal. My commission expires: 1 (SEAL) 1 1 Notary Public �.AM III t:IIES d KNEZEViCH PG 11 Third I! ." Upon Plaza Budding savanahWeedslinsticut. b&s 333 Ease Ilupkuu Anpm Cokw,do 81611 #3 4 01/24/92 16.31 f;ec st,5.cic, Bh:: 66i PG835 Silvia Davis, Pitk:in Cnty Clerl-;:. Doc $,I-1cj BARGAIN AND SALE DEED SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership, Grantor, whose address is 600 East Cooper Street, Aspen, Colorado 81611, for the consideration of Ten Dollars ($10.00) and other good and valuable consideration in hand paid, hereby bargains and sells to THE ASPEN INSTITUTE Whose address is 1000 North 3rd Street, Aspen, Colorado 81611, any right, title or interest that it may have in the following real property in the County of Pitkin and State of Colorado, to wit (tlie "Property"): Lot 1, The Aspen Meadows Subdivision, according to the Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat recorded in Book 49 at Page :5- of the Pitkin County, Colorado real property records. L Signed this h day of l vw 1991 SAV AH LIMITED PARTNERSHIP, a District of Columbia limited partnership By: ASPEN ENTERPRISES STATE OF lyjl-- 114),, ) ss. ti COUNTY OF L ) 1 L The foregoing instru ent was acknowledged before ► this da of ►w�. ,19gtby r /am /1 as k 4t Aki f AS N ENTERPRISES INTERNA IONAL, INC., a general partner of SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership. WITNESS my hand and official seal. My commission expires: (SEAL) No ary Public 1AIM 111 W;1U5 k KNETEV1Q1 PG [bird Il . r..kspen Man Building I savanah\,iuds\institut.b$s 535 Eaw Ilupkinb i AIIWM Colundo 81611 tt340945 (:)1/='�t/9:' 16.:31 Rer_ $45.00 i31::. 667 PG 836 Gilviat t)�:�i Pitkin CntY C;1t:>i^k:y Doc BARGAIN AND SALE DEED SNc THE ASPEN INSTITUTE,Aa Disbiet=f Colorado corporation (formerly known as The Aspen Institute for Humanistic Studies), Grantor, whose address is 1000 North 3rd Street, Aspen, Colorado 81611, for the consideration of Ten Dollars ($10.00) and other good and valuable consideration in hand paid, hereby bargains and sells to THE MUSIC ASSOCIATES OF ASPEN, INC. whose address is 2 Music School Road, Aspen, Colorado 81611, any right, title or interest that it may have in the following real property in the County of Pitkin and State of Colorado, to wit (the "Property"): Lot 2, The Aspen Meadows Subdivision, according to the Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat recorded in Book at Page 6 of the Pitkin County, Colorado real prTit erty records. / Signed this b day o\ G►rw4 1902 Subject to attached Conveyanc Agr_ ment. TNG TIIE ASPEN INSTITUTE, Aa Colorado corporation (formerly known as The Aspen Institute for Humanistic Studies) By: STATE OF l JuroJO ) 1 ) ss. COUNTY OF t 1 �L The fore t g in trument was ackno ]edged befgrf me t is � day of 1991, by J L as t I TIIE ASPEN INSTITUTE, "Colorado c rporation (formerly known as The Aspen Institute for Humanistic Studies). WITNESS my hand and offi My commission expires:7. i (SEAL) ,1i1, 111 a.111•S6 KNE"LJNI(711'(_ II „d I lu,n, AaIK"rlua Uu11dl„g aava"ah\dccda\musicaaa.b.&a 555 L'au Il,pdcl,u Min u. Colu,.,Jo 81611 na 1na�mSs I;rrr'.wial r.c .try li.wK. Asp'u 1'lui'Uullilh,Q r, 51S East Ilopklm - A,1—n. COIUrj,W 81611 #k340946 C)1 /:24 /9:2 16: 3272 Rec r3k' 667 F*G 845 Sil.vi-A Davis, F'it_t.:i.n Crit:.y flle-irt:, 17(:)c-- as.00 BARGAIN AND SALE DEED SAVANAH LIMITED PARTNERSIIIP, a District of Columbia limited partnership, Grantor, whose address is 600 East Cooper Street, Suite #200, Aspen, Colorado 81611, for the consideration of Ten Dollars ($10.00) and other good and valuable consideration in hand paid, hereby bargains and sells to TIIE MUSIC ASSOCIATES OF ASPEN, INC. whose address is 2 Music School Road, Aspen, Colorado 81611, any right, title or interest that it may have in the following real property in the County of Pitkin and State of Colorado, to wit (tile "Property"): Lot 2, The Aspen Meadows Subdivision, according to the Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat recorded in Book � S at Page _' of the Pitkin County, Colorado real property reco ds. Signed this 6 { day of Cklw 199� SAVANAII LIMPI'ED PARTNERSIIIP, a District of Columbia limited partnership By: ASPEN FIT INT�RNATI014AJ_, ]INC, By: STATE OF SS. COUNTY OF /0,/ 1�t-/n I ) The forego n instrumeq was acknowledged before me this day of 1992,9b ,�-I- as_j ~•c� -fecc of SAVA II LIMITED PARTNERSIIIP, a District of Columbia limited rtnership. WITNESS my hand and official seal. My commission expires: ,1 l �/ r, S- / otary Public savanah\dccds\musicass. U s It140477 C)t /2-1 /9 ' 16. —3`2' R,ec_ Ali'2 c o Eit; 667 F'G 646 Silvia Davis, Pi -[--kin DAY Clerk, Dac_ `ti.00 BARGAIN AND SALE, DEED lac. THE ASPEN INSTITUTE,Aa Colorado corporation (formerly known as The Aspen Institute for Humanistic Studies), Grantor, whose address is 1000 North 3rd Street, Aspen, Colorado 81611, for the consideration of Ten Dollars ($10.00) and other good and valuable consideration in hand paid, hereby bargains and sells to TIIE ASPEN CENTER FOR PIIYSICS whose address is 700 West Gillespie, Aspen, Colorado 81611, any right, title or interest that it may have in the following real property in the County of Pitkin and State of Colorado, to wit (the "Property"): Lot 3, The Aspen Meadows Subdivision, according to the Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat recorded in Book �- at Page -�' of the Pitkin County, Colorado real property records. Signed this 6 , day of l f " , 19 Subject to attached Conveyan Age ment. Z"Jc . THE ASPEN INSTITUTE,/\ a Colorado corporation (formerly known as The Aspen Institute for Humanistic Studies) B y: A-SV k, STATE OF � 1PYJ4 ) SS. COUNTY OF 4 lco ) •� l The forego* g in trument w s ack o ledged bef9r� me Isis day of rr �' l , 1991,by ► , I. v h /� as (A of TIIE OSPEN INSTITUTE; a Colorado co poration (formerly known as The Aspen Institute for Humanistic Studies). (SEAL) WITNESS my hand and offi My commission expires: T �lYS. 1 B a:I BS& KNE2EY10 I P.- II nird flour, Asia•" 11lua Building uvanah\dccdslphysics.b&s 533 Easy II.,pklns All —I. fulurmkr 81611 ;%1" IIIKAIPS& KNM- M01 VC bird I lom, As1xn Plaza Building 5i5 Fam I1,,pkirw Aqx", Culuru In 81611 c"�j.1: 't, �._. 1E.>: Rcic t>'1i) tsF:: 667 F'G 851 434w,48 i '` i Ci i i. ,,i i La. Davis, rJ C; r , t: ;� C;1 F, I . t:: , D c., c:: BARGAIN AND SALE DEED SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership, Grantor, whose address is 600 East Cooper Street, Aspen, Colorado 81611, for the consideration of Ten Dollars ($10.00) and other good and valuable consideration in hand paid, hereby bargains and sells to THE ASPEN CENTER FOR PHYSICS whose address is 700 West Gillespie, Aspen, Colorado 81611, any right, title or interest that it may have in the following real property in the County of Pitkin and State of Colorado, to wit (the "Property"): Lot 3, The Aspen Meadows Subdivision, according to the Aspen Meadows final S.P.A. Development Plan and Final Subdivision Plat recorded in BookyL at Paged of the Pitkin County, Colorado real property records. Excepting from the Property and Reserving unto Grantor its grantees, successors and assigns temporary and provisional floating easements over, upon and across those portions of the Property reasonably necessary therefor or incidental thereto (a) to enable Grantor to perform such of the obligations as on its part are to be performed under the Development and Subdivision Agreement "The Aspen Meadows" Specially Planned Area recorded in Book at Pages , et seq. of the Pitkin County records (the "Development Agreement"), and (b) for landscape material staging in connection with the development as contemplated in and by the Development Agreement. The nature of these reserved easements is such that they shall be limited to those portions of the Property to the south of the extended Gillespie Street, shall terminate automatically upon the fulfillment of these purposes, and shall result in the least disruption to the use, enjoyment of and activities conducted upon the balance of the Property as is practical in the circumstances. Signed this 6-IL day of Qn,v 1992. SAVA All LIMITED PARTNERSIIIP, a District of Columbia limited partnership By: ASPEN ENTERPRISES v , 1 <Ett4 (Notarial • #340940 _ _/24/92 16:33 koc $10.00 B.•.. 667 F='G 852 Silvia Davis, Pit[. -.in Cnty Clerk, Doc STATE OF 1 o f ) SS. COUNTY OF 4L The foregoing instru t was acknowledged before e this day f rv�r ,19�, by r I n m � as A ��!'n �. �. SA NAH LIMITED PARTNERSHIP, a District of Columbia limit d partnership by AS N ENTERPRISES INTERNATIONAL, INC. WITNESS my hand and official seal. My commission expires: 7. /a, 9 3 i M.-JSEAL) Notary Public savanah\deeds\physics2.b&s #340949 01/24/92 16.33 Fec c_rc_y Pk: 667 PG 853 Silvia Davis, Pitkin Cnty Clerl::, Doc s.nO SHARED FACILITY AGREEMENT This Agreement is made and entered into the _a• day of �,-W0" , 1993. by and between the ASPEN INSTITUTE, INC., a Colorado non-profit corporation (the "Institute"), the MUSIC ASSOCIATES OF ASPEN, INC., a Colorado non-profit corporation ("MAA"), and the ASPEN CENTER FOR PHYSICS, INC., a Colorado non-profit corporation ("Physics"). RF.C'TTAT,G 1. Each of the parties hereto owns and operates various facilities, and may in the future construct additional facil- ities, which have been and will be utilized for meetings, confer- ences, assemblies and/or performances. 2. Such facilities are located within an area known as the Aspen Meadows, in the Citv of Aspen, Colorado. 3. It is the intent of the parties to set forth in this Acreement.. the terms and concaiticns under which each partv will - make its facilities available for use by the others and to address other issues of common 'interest and concern regarding the operation of their facilities at the Aspen Meadows. NOW, THEREFORE, in consideration of the mutual promises and obligations as set forth herein, the parties agree as follows: A. Shared Use of Facilities. E::cept with respect to those facilities excluded below, each party hereby agrees to make its meeting, conference, assembly and/or performance facilities available for use by the others on a first -come, -first-serve basis, if the requested facility, or portion thereof, is not reserved or committed to other use at the time requested. The availability of the facility on the date and time requested shall be determined by the owner thereof (or the owner's operator), in the owner's sole discretion. Use of facilities shall be subject to the following conditions: 1. E::clusions. This Agreement for shared use of facilities shall not apply to Boettcher Hall, or to the hotel, dining room, health club, parking structure and tennis facilities owned by the Institute. Nevertheless, the Institute agrees that hotel rooms will be made available to MAA and Physics for their programs at rates commensurate with the non-profit status of MAA and Physics and on a space available basis. 2. Written Reauest. All requests for the use of a facility, Anderson Park or the Marble Garden shall be in writing and executed by the authorized representative cif the requesting party rty and shall set forth therein tl.e date cr dates and tlr.es of 40949 3 1 vi a Davi <- 16:.33 5. rip Ei:-- 667 PG 854 �, Pitk:in Cnty C1er[::, Doc s.Gt'; usage, a description of the activity to take place, an estimate of the number of persons expected to utilize the facility, and such other information as may be useful to the owner of the facility in determining the availability thereof. The written request shall be submitted to the owner of the facility as far in advance of the contemplated use as is reasonably possible. 3. Cost Associated With Use. The facility itself shall be made available without charge. However, any and all expenses incurred in connection with the activity to be conducted therein shall be the sole responsibility of the party using the facility. In addition, the party using the facility shall reimburse the owner for the cost incurred by the owner in supply- ing a representative to oversee and supervise the usage, should the owner so choose. 4. Damage and Cleaning. The party using a facility hereunder shall be responsible to repair or pay for the repair of any and all damage to the facility being utilized which may occur as a result of such utilization. In addition, the party utiliz- incr the facility shall be responsible for any clearing that may be required in order to return the facility to the owner in as good a condition as when the use began, immediately following completion of usage. In the event the party using a facility should repeatedly fail to clean or repair the facility in a satisfactory manner, after being provided with notice of unsatis- factory performance, such failure shall constitute grounds for default hereunder and termination of the right to use such facility. 5. Indemnification. The party utilizing a facility shall indemnify, defend and hold the owner thereof harmless with respect to any claim, injury, damage, or expense, including reasonable attorneys' fees, which may be asserted against or incurred by said owner, unless the claim, injury, damage or expense is the result of the negligence or intentional act of the owner or its agents, representatives or employees. 6. Insurance. The owner of each facility shall maintain a policy of liability insurance which covers the occa- sional use of such facilities pursuant to this Agreement. 7. Term. The foregoing agreement regarding shared use of facilities shall commence on 1, DAy of U-NN# 4 1991, and shall continue for a period of ten (10) years there -after. The term.shall automatically be extended for successive ten (10) year terms unless a notice of termination is provided, in writing, by one or more of the parties to the others, on or before the one hundred eightieth (180th) day prior to the e::piration of the then current term. B. ??ecin_r_c_cal Access Easements. The parties herebv declare that all pedestrian walkways which now e::ist or may hereafter be constructed and maintained upon property owned by 26/DD9 -2- #340949 >1 / . T/9 16: 33 Rec $35. (-.)0 BF:: 66,r PG 855 Silvia Davis, Pitk:in Cnty Clerl:, Doc $.(-)(-) each party are, and shall be, open and available for use, for the purpose of ingress and egress, by the members of each party and their respective patrons, guests, and employees. The foregoing reciprocal easements are intended to and shall run with the land burdened and benefitted therebNr. Notwithstanding the foregoing, MAA and Physics patrons shall not have the right to use the parking spaces and driveways adjacent to the Institute chalets or the Institute's restaurantand health club facilities, nor shall parking for music patrons be allowed anywhere along Meadows Road. Furthermore, the parties acknowledge that it may be necessary to close pedestrian walkways and driveways as a result of the security or safety requirements associated with special. events. C. Irrigation. [dater Rights and Ditch Maintenance. Pursu- ant to the provisions of paragraph 12, Section 2 of the City of Aspen Ordinance No. 14, Series of 1991, the Institute has agreed to convey all of their right, title and interest in and to the Si Johnson Ditch and the water rights appurtenant thereto to the City of Aspen. In e:,change, the City has agreed to lease back raw water from those sources for irrigation use within the Aspen Meadows in an amount equal to that amount of water reasonably necessary for the efficient irrigation of the lands historically irrigated. The parties agree to allocate such raw water between them on a basis which will assure that landscaped areas and irrigated open space receive an amount of irrigation water which is adequate for the proper maintenance of such areas, irrespec- tive of the ownership thereof. Each party shall, however, be responsible for the proper and necessary maintenance and repair of irrigation ditches located within the boundary of their respective properties. If any party fails to properly maintain and repair the irrigation ditches for which they are responsible, any other party may undertake such necessary maintenance and repair, following reasonable notice of their intent to do so to the party responsible for maintenance, and shall be entitled to charge the party responsible for maintenance for the reasonable costs incurred. The parties agree that a more detailed agreement dealing with allocation and use of water rights will be required in order to accomplish the objectives set forth above. The parties agree to enter into good faith discussions as soon as is practicable in order to accomplish that objective. D. Grounds Maintenance. In conjunction with the dis- cussions regarding a detailed irrigation water rights agreement, as contemplated in paragraph C, above, the parties shall also give consideration to the merits of a coordinated grounds mainte- nance program to be administered by one of the parties or pursu- ant to the joint agreement with an independent contractor. The parties acknowledge that the grounds of each should be maintained in a manner and to a level consistent with historic use and that there may be advantages in a coordinated program. If a coor- dinated program cannot he achieved, each party agrees to continue to maintain their own grounds, at their own expense, in at least as good a condition as is now the case. 26/DD9 -3- #?40949 Ui /24/9C 16: 33 Rec $35. 00 Bk.- 667 FRJ 956 Silvia Davis, Pitk:in Cnty Clerk., Doc E. Miscellaneous Provisions. 1. Status and Authoritv. Each of the signatories hereto has the right, legal capacity and authority to enter into this Agreement on behalf of their respective organizations, and such organizations have the right, legal capacity and authority to enter into and perform its obligations under this Agreement and the documents to be executed and delivered pursuant hereto. 2. Non -Disturbance. Nothing herein shall confer upon any party any right in and to the properties of the other parties, except as specifically set forth herein. No Marty shall take or authorize any action which would interfere with or disturb another party in the use and enjoyment of that party's properties at the Aspen Meadows. 3. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior and contemporaneous agreements, representations and understandings of the parties regarding the subject matter of this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in Writing by the parties hereto. 4. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5. Binding Effect/Assignment. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective successors and assigns. Neither party may assign its interest or obligations pursuant to this Agreement without the prior written consent of the other party, which consent may be withheld for any reason. 6. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered, or on the third day after mailing if mailed registered or certified mail, postage prepaid and properly addressed as follows: To the Institute at: Aspen Institute, Inc. Administrative Offices Wye Center P. 0. Box 222 Queenstown, MD 21658 To MAA at: Music Associates of Aspen, Inc. 2 Music School Road Aspen, CO 81611 To Ph-sics at: 700 Wf5r &',LL65 f(1 ST 26/DD9 -4- ASPQ''' ('010 V"t S49 i 1 + r_!1 ;�2, � 1 j } J. 9� V . c f .� a Davis, F'i tl::i n ,e5. tic! BV.' 667 pr Cnty C1 er' :: , Dom 857 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Executed by each party on the date set forth below each signature. ASPEN NSTITTJTE, By: Title: - tO Date: S'A,N 2 ! 992 14USIC ASSOCIATES OF ASPEN, INC. By: > Date: By / Title:-d'L�,;�e � Date : -Yh-t'' 2 ASPEN CENTER FOR PHYSICS, INC. By: Title: Date: 26/DD9 -5- a#340951 C) 24/92 6:;3.1 Rec- $15.00 }3fc: .07 PG B&I i 1 vi a I7LAvi s , Pi t.:I;i n C:;r)t_y C1 crI 1)C3c.. $. C) C) BARGAIN AND SALE DEED THE ASPEN INSTITUTE, a Colorado corporation (formerly known as The Aspen Institute for Humanistic Studies) , whose address is 1000 North 3rd Street, Aspen, Colorado 81611, for TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid, hereby bargains and sells to H & C MARQUSEE, INC., TRUSTEE ("Grantee"), whose address is c/o Garfield & Hecht, P.C., 601 East Hyman Avenue, Aspen, Colorado 81611, any right, title or interest that it may have in the following real property in the County of Pitkin, State of Colorado, to wit (the "Property"): Outlot B, The Aspen Meadows Subdivision, according to the Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat recorded in Book 1? at Page :, of the Pitkin County, Colorado, real property records. PROVIDED THAT the portion of the Property delineated as B-1 on Exhibit A attached hereto and made a part hereof will not be uti- lized for any purposes except landscaping (limited to vegetation and irrigation systems) and will at no time contain, have con- structed or maintained on or be developed with any structure what- soever, this restriction being a covenant that burdens and runs with the Property binding upon the owner(s) at anytime thereof for the benefit of, and shall be specifically enforceable by the owner(s) and any of them, at any time, of property or interests therein, within the Aspen Meadows Subdivision. By its signature below, the Grantee, for itself, its successors, grantees and assigns, acknowledges and agrees to abide the foregoing restriction. SIGNED this day of January, 1992. ACCEPTED: H & C MARQUSEE, INC., TRUSTEE THE ASPEN INSTITUTE INC By Andrew V. Hecht, its attorney -in -fact C\C:� By: EI340915il i;1 /92 IFS: 3fiE?C� �. ()fl i ].via I:)avi _ 1.3p- 6vr F'f, 962 PitV:ir; Cn•t:y CaE2rI.. IJc�c 6car ; STATE OF COLORADO ) ) ss COUNTY OF PITKIN ) The foreg�ing Bargain and Sale Deed was acknowl dggd before me this ;r day oflanu y, 1992 by f II; e-7 �rli �, as �lfI to of THE ASPEN INSTITUTEsN- WITNESS my hand and offi^inl anal My commission expires: STATE OF COLORADO ) ) ss. COUNTY OF PITKIN ) ..The foregoing Bargain and Sale Deed was acknowledged before me..this 7' '` day of January, 1992 by ANDREW V. HECHT, as t 114101 4-fact for H & C MARQUSEE, INC., TRUSTEE. T.NESS my hand and official seal. ....... y} p commission expires: t •� tdb W i� Not ry Public c:\avh\re\marqusee.bsd -2- EXHIBIT Q- z 00 a— < to La z Lj D CE U) U) .:j Ld (n ul LL to 0 (-j -I rt 71 0� . 0 A IL 0 I- 0 0 —j 61C C\j LL 41 .0 4VO-N Ob. La 0 Lu Ln rJ tD 0 co C) C)% C) 11-3 0 -i C) m C) It) 0 .0 obl IV to I 'ot,001 29 vi 0(Dco tn - a c; Ae z 75.75' N 00 54 00 W Ca 0 z 0 V) V) 0 V) OATTS HUGM A KNFEVICH PC Third Floor. Razz s Building 533 Ems[ Hopkins Aspen. Colorado 81611 BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership ("Seller"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consid- eration to it in hand paid by THE ASPEN INSTITUTE ("Purchaser"), the receipt. whereof is hereby acknowledged, has bargained and sold and by these presents does grant and convey unto Purchaser its successors or assigns, the following property, goods and chattels, to wit: Any furniture, furnishings, fixtures, equipment and personal- ty of every kind, nature and description whatsoever that, oil and as of the date hereof, is situate within or upon the administration, office and restaurant building at The Aspen Meadows, the Chalet Buildings at The Aspen Meadows; the Kresge Building at The Aspen Meadows; the Health Club facility building and the tennis court clubhouse at The Aspen Meadows including the items set forth in the Inventory hereto annexed as Exhibit A; excluding herefrom any of such property, goods and chattels owned by any third party(ies) and stored within such buildings with the perrnis- sion of Seller. TO HAVE AND TO HOLD the same unto Purchaser, its successors and assigns forever. "IL IN WITNESS WHEREOF, Seller has executed this Bill of Sale the day of rinv 1991 SAVANAH LIMITED PARTNERSHIP, a District of Columbia limited partnership Bv: EN ENTERPRISES INTERNA- TI AL, INC. n r- (Notarial Clause and Acceptance of Bill of Sale on Page Following) STATE OF lv SS. COUNTY OF ►. ) The foregoing instru t was acknowledged before this da of V% , 199 J� by t! as o ASPE ENTERPRISES INTERNATIONAL, INC., a general partner o SAVANAII LII�I[TE PARTNERSHIP, a District of Columbia limited partnership. (SEAL) WITNESS my hand and off iciq seal. My commission expires: 7. /a , q_j— Notary Public ACCEPTANCE OF BILL OF SALE The Purchaser hereby accepts the within and foregoing Bill of Sale and acknowledges (a) that it has had a full and free right and opportunity to examine and inspect and, in fact, has examined and inspected the personal property being conveyed thereby, and (b) that the personal property being conveyed is being conveyed and accepted in its as is where is condition with no warranty, assurance or otherwise, express or implied as to the condition of such personalty, its suitability for any purpose, or otherwise. TII STATE OF ) SS. COUNTY OF L ) The foregoing instru ent w s cknowledge before me this day of A VOL ,199).by k ►- t V- as I���� t�— of THE ASPEN INSTITU E.- WITNESS my hand and official eal. My commission expires: (SEAL) Public savanah `.doc s%institut. b d 1 .Q C. 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DPW WRITE DESK 1 1 1 3 eEDOING CBLE BED SET 0 KM ?-0 SET 1 1 1 1 1 1 i 1 l 1 1 1 t i 1 1 16 ELECTRICAL F 5 E BRASS WLL FIXTURE 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 32 BRASS DE5i LAW t 1 1 4 ASS 51" LAMP 1 1 1 1 0 OLD DESK LAMP (v CoiMTED) 0 TV l l l l l 1 1 1 1 1 1 1 1 1 1 1 16 TEL 1 1 t 1 i 1 1 1 1 1 1 1 1 ^---------------------------- 1 1 1 16 ----------------------------------------------------------------------------------------------- PR1NIS (NGT COUNTED) 0 MISCELLANEWS - KIMCE CLO$EiS, EXTEP.IGR5, CORRIDORS - 2 MAIDS CAR15, 4 LUGGAGE RACKS, I LOY BIN, M15C LAt1P SHAMS MISC TA&ES, 1 lfATEF, 1 TELEPHOtTE, 1 GESI , BATHROOM ON 24D FLO MK OFFICE, FIRE FIRE EXTINf�1IAPS i EMER00 LIVIIM; FIXTURES NOTES - 208 - LEWVJG TOE FAUtEi, CAP TABLE IN 2D5 CiOSiT ULL- 16 '��l 02: jEFN F- . t, 1,- BUILDING4000'S) FF6E INV 301 302 303 304 30S 306 :07 3% 309 310 311 312 314 315 316 317 (16 ROOMS) BATFROOMiVAN1TY VAN STOOL ( WEB) l i 1 1 1 1 1 1 8 VAN STOOL ( FORMICA ) 0 4 ON CHEST 0 LU6A O RACK 1 1 2 1 1 2 2 2 2 2 2 2 2 2 2 27 SCALE -- ...... —.............................. 0 --............................................................ BEDROOM CASE 6 00$ STD FABRIC CHAIRS 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 32 SM FABRIC CHAIRS 1 1 1 1 4 ON CHAIRS 1 1 2 STD ROUND TABL= 1 1 i 1 1 1 1 1 1 1 1 1 12 NIGHT TABLE 1 1 1 1 1 1 1 1 1 1 1 1 2 1 16 3 DRWR CHEST l i 1 1 1 1 1 1 1 1 1 1! 1 1 1 16 LOW 2 DU CHEST 0 1 WA FORMICA CESh ►iEW STD WRITE DESK i 1 1 1 4 3 DRW2, WRITE DESK. 1 1 1 1 1 1 11 8 BEDOiNG OGLE BED SET 2 2 2 2: 2 2 2 2 2 20 KING BED SET .................................. 1 -------------- 1 ------------------------------------------------------- 1 1 1 1 6 E:ECTRICAL F d E 9RASS WALL FIXTURE 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 32 BRASS DESK L44' 1 1 1 i 1 1 2 1 1 10 BRASS STAND LW 1 l l 1 1 OLD DESK LAMP 1 1 2 OTHER STANDING LA' 1 1 1 3 Ty 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 16 TEL 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 16 --------------------- ----------------------------------------------------------------------------------- PP.INTS 2 1 1 1 1 2 2 2 12 ------------------------------ ------------------------------------------.------------------------------- MISCELLANEOUS - 5ERVICE CLOSETS - ROLLAWAY FRAME, 3 MISC SMALL TABLES, 3 OLD c4TKlHG LAUDS, CRIB FRAME, S7A1DING LAKP, 2 .ARTS, 10 Mii+. FRIMTS, 1 '014AIN F(KCA TABLE, .1 CAPD TABLES. 2 MISC 001R.' uLl_ lb j1 LJc: chalet Roams Bedspreads Blankets Shower Mattress Pillars Curtains Pads 301 2 4 1 2 6 302 1 4 1 1 4 303 1 2 1 1 4 304 2 4 1 2 6 305 2 2 1 2 6 306 2 4 I 2 5 307 2 4 1 2 6 308 2 4 1 2 6 309 2 2 1 2 6 310 1 3 1 1 3 311 1 2 1 1 4 312 2 4 1 2 6 314 1 3 1 1 4 315 2 2 1 2 6 316 1 3 1 1• 4 317 2 3 1 2 6 201 1 1 1 1 4 202 1 2 1 1 5 203 1 2 1 1 4 204 1 2 1 1 4 205 1 2 1 1 4 206 1 2 1 1 5 207 1 2 1 1 5 208 1 2 1 1 4 209 1 2 1 1 4 210 1 2 1 1 3 211 1 2 1 1 4 212 1 3 1 1 4 214 1 2 1 1 3 215 1 2 1 1 4 216 1 2 1 1 3 217 1 2 1 1 4 101 2 3 1 2 5 102 2 4 1 2 6 103 2 4 1 2 5 104 2 3 1 2 6 105 2 3 1 2 6 106 2 3 1 2 4 107 1 1 1 1 4 108 2 3 1 2 4 109 1 1 1 1 4 110 2 3 1 2 5 ill 1 2 1 1 4 112 1 2 1 1 4 LE,: 16 '91 0E:3LPM P.U, ib ASPEN MEADOWS RESORT KITCHEN INVENTORY 5EPTEMBER 1991 87 juice glasses 74 water glasses 5 glass cruets 15 sauce boats 9 ceramic ice tea pots 43 lg. brown casseroles 8 mad brown casseroles 28 sm. brown casseroles 5 dz. tulip champagne 8 metal baking dishes 12 glass candle holders 3 doz 6 1/2 wine glasses 8 misc s/p shakers 5 misc. metal teapots 3 misc,. water pitchers 4 misc. vases 8 stainless 1/6 pan 6" 6 stainless 1/6 pan 4" 42 lexcon 1/6 pan 6" 3 lexcon 1/6 pan 4" 1 egg pouching insert 5 lexcon 1/6 pan lids 16 5 gal. plastic bucket 20 med. pot lids 3 stainless plate covers 4 saute pan 15" 5 saute pan 12" 3 saute pan 8" 17 egg pan 3 sauce pans 12" 2 sauce pans 8" 2 sauce pans 9" 1 baking pall 14" 7 chafing dish frames 10 chafing dish lids 8 chafing dish 6 in. inserts 1 18" salad bowl 59 tulip champagne 6 glass carafes 16 champagne flutes 132 sundae dishes 1 lexan storage lid 1 roughneck storage container and lid 20 pie tins 16 in. 13 pizza tins 4 med. scup insert 3 1 gal. soup insert DEC 16 '91 02:_33PM STAINLESS INSERTS 7 6 in. half size 11 4 in. half size 7 2 in. half size 4 4 1/3 pans 3 2 in. 1/3 pans 3 sm. metal ice scoops ROUND INSERTS STAINLESS 3 8" 4 6" 1 10" 2 hinged insert covers 2 1/2 pan covers 2 16 in. plastic bowls 25 stainless small Condiment bowls 1 8 liter plastic measure 13 salad bar containers 12 200 hotel pans 6 600 hotel pans 5 6 in. lexan storage containers 1 10 in. lexan storage container 1 3/4 round deep storage container 1 Weareve- wire Screen 5 chafing dish covers 2 Rubber Maid 12.5 gal. container 6 full insert covers STAINLESS MIXING HOWLS 16 in. bawl 14 in. bowl 13 in_ bowl 12 in. bowl 11 in. bowl COOKING Pars 4 10 gal. approx. 2 hondos (1 lg., 1 med) 1 2 1/2 gal. 1 1 1/2 gal. pot 1 6 gal. heavy duty 1 4 gal. 1 4 gal. light duty 1 clam steamer pot 5 misc. wood salad bowls 1 2 burner coffee warmer 1 ice tea holder 1 sm. deep fryer 10 metal serving tray 6 metal serving spoon 3 serving spatulas 2 sharpening steels 19 kitchen spoons L'L" - 1G 71 eJL• J,�1-I I 10 kitchen tongs I inventory scale 2 cheese cap 2 med. wire baskets 1 lg. wire basket 9 wire whips 15 2 oz. ladles 2 4 oz. ladles 1 6 oz. ladle 2 8 oz. ladles 2 12 oz. ladles 1 24 oz. ladles 1 slotted ladle 1 cheese grater 1 6" cake pan 1 white plastic cutting board 1 13" stainless mixing bowl 24 decorated party trays 1 pancake maker 3 paring knives 1 sheet pan 1 lemon juicer 3 colanders 3 2 qt. measures 1 1 gal. measures 1 1 cup measure 1 lg. wood cutting board 2 caribou coolers 8 lg. muffin tins 2 sm. food scoops 1 egg slicer ? Hamilton Beach blender 1 3way sharpening stone 1 rolling pin 1 sm. ice scoop 1 lg. cleaver 1 sm. cleaver 3 lg. handle spatulas 5 metal spatulas 1 measuring spoon 30 meat forks 4 meat slicers 2 bread knives 2 cheese slicers 5 veggie peelers 1 garlic press 1 melon baller 1 set kitchen shears 1 tongs 1 wisk 2 1" metal spatulas 1 lg, waring blender (mctor jar) 1 lg. Hobart mixer (metal bowl) 1 Ig. whip DE(- 1n '-+1 02:.a4RM P.11� 1 lg. hook paddle impeller hook 3 rolling pins 1 cast aluminum food scoop 1 Hobart food slicer w/ attachments 1 rolling cart food slicer 2 18 x 24 cooling racks 2 portion scale 1 Kitchenaid, (bowl, .2 attachments) 3 rolling pins 6 spring pans 2 6" cake pans 3 9" cake pans 4 11 x 14 cake pans 2 meat tenderizers 2 meat presses 1 med food scoop 23- 10" dinner plates 125 8-1/4" plain salad plates 74 7" plates 169 6d/4" plate 215 5.1/4" plate 234 5.1/4" saucer 52 monkey dishes 47 cereal. bowl 171 coup cups 166 coffee cups 96 souffle dishes 370 dinner forks 766 salad forks 151 tea spoons 153 soup spoons 32 steak knives 213 dinner knives 12 ice tea spoons 52 table spoons 3 buffet soup ladles 3 pie servers 17 largo stainless buffet tongs 6 small stainless buffet tongs 5 plastic tongs 20 stainless buffet spoons 10 stainless buffet forks 2 can opener 226 water glasses 110 wine glasses 8 13 oz. mix glasses 20 milk glasses 8 1g. glass rcund bowl 7 sm. glass round bowl 3 leaf glass trays DEC 16 '91 02:34PM P.12:' 8 plastic sheet trays 4 18" wood bowl 1 16" wood bowl 7 14" wood bowl 5 12" wood bowl 3 10" wood bowls 3 6" wood bowls 6 glass jelly dishes 2 stainless steel cake stand 77 juice glasses 115 small sauce glasses 29 1 liter decanter 11 coffee pots 17 plastic pitchers 28 thermal pitchers 2 stainless water pitchers 6 juice containers 2 plastic serving Holders 6 hot tea pots 21 plastic silverware cylinders 61 plastic trays 3 round plastic trays 9 bus tubs 7 dish rack 15 waiter round tray DE'_ 15 ' 91 JL : j-4PI1 r`. i ill 1 Health Center - FF 6 E Inventory f f ices 1 metal desk 1 4 drawer wood desk 2 orange/wood chairs 1 office chair Health _Center 9 long benches 2 old height/weight scales 2 volleyball nets 1 excercise bicycle 2 medicine balls 2 volleyballs 2 basketballs 1 stereo receiver/turntable/speaker set 28 excercise mats 3 folding mats ASPEN MEADOWS INVENTORY SEPTEMBER 1991 ADMINISTRATION BUILDING 2 drawer file cabinet 1 address-c-graph ctilr . l960 1 drop safe 1. 2 desks (1 woo 1 metal) 1 table 2 lamps 1 sign board 1 chair 1 fleg 1 sm. table 2 chairs 1 long table 1 desk , 1 IBM Selectric I- typewriters 2 room folio buckets w/ stands 1 framed Meadows map - y(� 1 telephone console 2 black benches 1 coffee table 1 long table 1 fire extinguisher 1 water fountain 1 Ice machine Front Desk Mananers Off I safe - • 2 coffee tables 1 check imprinter - aQ.�Qcti 2 black 5 drawer file cabinets 1 desk chair 1 dining room chair 1 key cabinet misc. cash drawers spare telephones r - o4 UA, - �k-^ ce,•,i,� Aspen Meadows statiorram-1 DEC 16 ' 91 Gib. _55FN 3 round tables 1 sq. table 1 coffee table 1 banquet table 1 framed Aspen Institute 40th Anniversary poster 1 sliding door chest 1 set of fireplace tools 1 bookcase with 1 set of Encyclopedia Britanica & 1 set of "Great Books"cif,. General Managers nffinp- 1 office chair 1 brown leather & chrome chair 1 table 1 desk 30 tables 2 copper top stands 2 sm. chests i 81banquet table 6 tray stands 39 brown chairs 6 red velvet chairs 18 red plastic chairs L,,-' 2 sm. fire extinguishers 1 copper top chest 1 cashiers stand 1 stool 1 lg. fire extinguisher im- qV*-TM,1f%;R l 1 2 door refrigerator 1 ice machine 1 hood 2 metal cabinets 1 metal sink/cabinet unit 1 metal shelf unit Rd� 2 antique chests (wood/marble) 1 refrigerator 5 glass shelves bLi- it '':,i �Jc: r 1 metal bar sink unit 2 soda gun set-ups 1 glass washer 4 stools 1 piano - JCk",(I•ta- 1 lamp 6 bar tables 24 wood chairs ��- 1 set fireplace tools .15 black & white prints .5 2 fake Tiffany lamps 1 set stereo speakers i 1 trash can 2 paper towel holders 1 hand dryer 1 trash can 1 paper towel holder 1 hand dryer 1 copper top chest 1 podium 12 green velvet chairs 16 red velvet chairs 12 blue velvet chairs Hai lway 1 long metal coatrack 1 sink 1 stool " ylqunr Room '} 3 shelf units. 1 small safe J 1 refrigerator 2 cassette players LEA le ':�1 4Jc� �GPII 1'.1(, built in shelving units 1 desk 3 chairs 2 lamps 1 metal table 1 stereo receiver �@1.T.-3Mi•Tff 1 desk I chair built-in shelves 1 Hobart dishwasher with metal shelves and garbage disposal I wccd & Metal dish shelves 1 sm. metal sink 1 chalk board 1 fire extinguisher 1 metal storage unit with 2 upper shelves 1 toaster 1 microwave 1 wood chest 1 butcher block w/ 2 drawers 1 butcher block/sink w/ over/under shelves 1 sm.butcher block on wood stand 1 metal rolling stand 1 butcher block w/ 3 doors 1 sm. refrigerator 1 double pizza oven 1 butcher block w/ sink 1 steam table 1 broiler 4 ovens/3 griddle tops/6 burners 1 hood set-up 1 fryolator 1 broiler 1 walk-in refrigerator 1 2 door freezer 1 double pot sink 1 4 shelf metal storage unit 3 3 shelf wire L,L,_ to :�1 'tL_f _ari l 1 . . ,J wood shelves (built-in) 4 fire extinguishers 1 walk-in freezer 1 walk-in refrigerator 1 shop vac 1 sink 1 phone switch built-in shelves in storage rooms all boilers & equipment ACKNOWLEI)GMENT AND ACCEPTANCE OF DRIVEWAY EASEMENT "Property"): THE UNDERSIGNED owner of the following described real property (the Lot 1, Snobble Subdivision for him, her, it, their self(ves) hereby: A) acknowledges the driveway easement ("Easement") shown, noted and dedicated for the benefit of the Property on The Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat ("Plat") recorded in Plat Book at Pages , et seq. of the Pitkin County Colorado Real Property Records; B) accepts the dedication of the Easement and the responsibility for the maintenance thereof; and C) agrees that the Easement shall be used for access to the Property by the undersigned and all those desiring access to the Property in the place, stead and to the exclusion of the Old Meadows Road trail also depicted on the Plat. Owner(s) of STATE OF ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 1991, by as owner of WITNESS my hand and official seal. My commission expires: (SEAL) 3aysnahldocn\ncknowle.dge Notary Public ACKNOWLEDGMENT AND ACCEPTANCE OF DRIVEWAY EASEMENT "Property"): THE UNDERSIGNED owner of the following described real property (the Lot 2, Snobble Subdivision for him, her, it, their self(ves) hereby: A) acknowledges the driveway easement ("Easement") shown, noted and dedicated for the benefit of the Property on The Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat ("Plat") recorded in Plat Book at Pages , et seq. of the Pitkin County Colorado Real Property Records; B) accepts the dedication of the Easement and the responsibility for the maintenance thereof; and C) agrees that the Easement shall be used for access to the Property by the undersigned and all those desiring access to the Property in the place, stead and to the exclusion of the Old Meadows Road trail also depicted on the Plat. Owner(s) of STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 1991, by . as owner of WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public aavanahldocalacknowle.dge ACKNOWLEDGMENT AND ACCEPTANCE OF DRIVEWAY EASEMENT "Property"): THE UNDERSIGNED owner of the following described reel property (the Lot 3, Snobble Subdivision for him, her, it, their self(ves) hereby: A) acknowledges the driveway easement ("Easement") shown, noted and dedicated for the benefit of the Property on The Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat ("Plat") recorded in Plat Book at Pages , er seq. of the Pitkin County Colorado Real Property Records; B) accepts the dedication of the Easement and the responsibility for the maintenance thereof; and C) agrees that the Easement shall be used for access to the Property by the undersigned and all those desiring access to the Property in the place, stead and to the exclusion of the Old Meadows Road trail also depicted on the Plat. STATE OF COUNTY OF (SEAL) Owner(s) of ss. The foregoing instrument was acknowledged before me this day of 1991, by as owner of WITNESS my hand and official seal. My commission expires: Notary Public savanaMdocs\acknowle. dge ACKNOWLEDGMENT AND ACCEPTANCE OF DRIVEWAY EA,SENtENT "Property"): THE UNDERSIGNED owner of the following described real property (the Lot 1, Barr Subdivision for him, her, it, their self(ves) hereby: A) acknowledges the driveway easement ("Easement") shown, noted and dedicated for the benefit of the Property on The Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat ("Plat") recorded in Plat Book at Pages , et seq. of the Pitkin County Colorado Real Property Records; B) accepts the dedication of the Easement and the responsibility for the maintenance thereof; and C) agrees that the Easement shall be used for access to the Property by the undersigned and all those desiring access to the Property in the place, stead and to the exclusion of the Old Meadows Road trail also depicted on the Plat. Owner(s) of STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1991, by as owner of WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public savanah\docslacknowle. dge ACKNOWLEDGMENT AND ACCEPTANCE OF DRIVEWAY EASEMENT "Property"): THE UNDERSIGNED owner of the following described real property (the Lot 2, Barr Subdivision for him, her, it, their self(ves) hereby: STATE OF COUNTY OF (SEAL) A) acknowledges the driveway easement ("Easement") shown, noted and dedicated for the benefit of the Property on The Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat ("Plat") recorded in Plat Book at Pages , et seq. of the Pitkin County Colorado Real Property Records; B) accepts the dedication of the Easement and the responsibility for the maintenance thereof; and C) agrees that the Easement shall be used for access to the Property by the undersigned and all those desiring access to the Property in the place, stead and to the exclusion of the Old Meadows Road trail also depicted on the Plat. Owner(s) of ss. The foregoing instrument was acknowledged before me this 1991, by WITNESS my hand and official seal. My commission expires: Notary Public savanahldocalacknow le. dge day of as owner of ACKNOWLEDGMENT AND ACCEPTANCE OF DRIVEWAY EASEMENT "Property"): THE UNDERSIGNED owner of the following described real property (the Lot 1, Janss Subdivision for him, her, it, their self(ves) hereby: A) acknowledges the driveway easement ("Easement") shown, noted and dedicated for the benefit of the Property on The Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat ("Plat") recorded in Plat Book at Pages , et seq. of the Pitkin County Colorado Real Property Records; B) accepts the dedication of the Easement and the responsibility for the maintenance thereof; and C) agrees that the Easement shall be used for access to the Property by the undersigned and all those desiring access to the Property in the place, stead and to the exclusion of the Old Meadows Road trail also depicted on the Plat. STATE OF ss. COUNTY OF Owner(s) of The foregoing instrument was acknowledged before me this day of 1991, by as owner of WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public aavanati\doe alacknowle. dgc ACKNOWLEDGMENT AND ACCEPTANCE OF DRIVEWAY EASENTENT "Property"): THE UNDERSIGNED owner of the following described real property (the Lot 2, Janss Subdivision for him, her, it, their self(ves) hereby: A) acknowledges the driveway easement ("Easement") shown, noted and dedicated for the benefit of the Property on The Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat ("Plat") recorded in Plat Book at Pages , et seq. of the Pitkin County Colorado Real Property Records; B) accepts the dedication of the Easement and the responsibility for the maintenance thereof; and C) agrees that the Easement shall be used for access to the Property by the undersigned and all those desiring access to the Property in the place, stead and to the exclusion of the Old Meadows Road trail also depicted on the Plat. Owner(s) of STATE OF COUNTY OF The foregoing instrument was acknowledged before me this 1991, by WITNESS my hand and official seal. My commission expires: (SEAL) savaoah\docs\ackaowle.dge Notary Public day of as owner of ACKNOWLEDGMENT AND ACCEPTANCE OF DRIVEWAY EASEMENT "Property"): THE UNDERSIGNED owner of the following described real property (the Lot 1, Pine Hollow Subdivision for him, her, it, their self(ves) hereby: A) acknowledges the driveway easement ("Easement") shown, noted and dedicated for the benefit of the Property on The Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat ("Plat") recorded in Plat Book at Pages , et seq. of the Pitkin County Colorado Real Property Records; B) accepts the dedication of the Easement and the responsibility for the maintenance thereof; and C) agrees that the Easement shall be used for access to the Property by the undersigned and all those desiring access to the Property in the place, stead and to the exclusion of the Old Meadows Road trail also depicted on the Plat. STATE OF COUNTY OF (SEAL) Owner(s) of ss. The foregoing instrument was acknowledged before me this day of 1991, by as owner of WITNESS my hand and official seal. My commission expires: Notary Public 3sysnsh\dots\scknaw1c.dge ACKNOWLEDGMENT AND ACCEPTANCE OF DRIVEWAY E 1SENtENT "Property"): THE UNDERSIGNED owner of the following described real property (the Lot 2, Pine Hollow Subdivision for him, her, it, their self(ves) hereby: A) acknowledges the driveway easement ("Easement") shown, noted and dedicated for the benefit of the Property on The Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat ("flat") recorded in Plat Book at Pages , et seq. of the Pitkin County Colorado Real Property Records; B) accepts the dedication of the Easement and the responsibility for the maintenance thereof; and C) agrees that the Easement shall be used for access to the Property by the undersigned and all those desiring access to the Property in the place, stead and to the exclusion of the Old Meadows Road trail also depicted on the Plat. Owner(s) of STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 1991, by as owner of WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public savanahldocslacknowle.dge ACKNOWLEDGMENT AND ACCEPTANCE OF DRIVEWAY EASEMENT "Property"): THE UNDERSIGNED owner of the following described real property (the 795 Meadows Road for him, her, it, their self(ves) hereby: A) acknowledges the driveway easement ("Easement") shown, noted and dedicated for the benefit of the Property on The Aspen Meadows Final S.P.A. Development Plan and Final Subdivision Plat ("Plat") recorded in Plat Book at Pages , et seq. of the Pitkin County Colorado Real Property Records; B) accepts the dedication of the Easement and the responsibility for the maintenance thereof; and C) agrees that the Easement shall be used for access to the Property by the undersigned and all those desiring access to the Property in the place, stead and to the exclusion of the Old Meadows Road trail also depicted on the Plat. STATE OF COUNTY OF (SEAL) Owner(s) of ss. The foregoing instrument was acknowledged before me this day of 1991, by as owner of WITNESS my hand and official seal. My commission expires: Notary Public savanah\doc slaeknow le. dge SAVANAII LIMITED PARTNERSHIP January 3, 1992 The Aspen Institute 210 Lake Avenue Aspen, Colorado 81611 RE: Wood Burning Fireplaces at Kresge Building Gentlemen: When executed by you below, this will serve to confirm our agreement that: 1. Savanah shall be entitled to all the fireplace credits resulting from either the conversion of the existing wood burning fireplaces to gas log fireplaces or, as the case may be, the abandonment of the existing wood burning fireplaces in the Kresge Building at The Aspen Meadows. 2. If the Institute elects to convert the existing wood burning fireplaces to gas log fireplaces, rather than abandoning them, Savanall will pay the cost of such conversion, limited to the cost of plumbing new gas lines to each fireplace unit and the cost of the gas log fireplace units themselves - i.e., the mechanical apparatus, the gas logs, and any fireplace grate necessary to be replaced. Should the Aspen Institute decide not to install gas log fireplaces in the Kresge Building, Savanah shall pay to the Institute $2,000 per replacement gas log unit up to a maximum of eight units or $16,000. 3. The obligation of Savanah to pay the cost of converting the existing wood burning fireplaces shall be conditioned upon its receiving, by March 1, 1992, from the Aspen Environmental Health Department confirmation and recognition of the fireplace credits. Savanah shall by March 1, 1992, deliver to the Institute a written election that it will have no right to the fireplace credits and shall have no obligation to pay the Institute the costs of converting the fireplaces or, alternatively, the written election shall state that Savanah shall pay the cost of converting the fireplaces or cash, and it shall thereby assume the risk that fireplace credits will be honored by the Aspen Environmental Health Department. 4. Once Savanah has fulfilled its obligations hereunder, Savanah's right to and in respect of the fireplace credit shall be freely assignable by it to any G00 F..C;OO1)cI- S1. tilliI(' 2OO • ,\ti1)('11. (:O. S 1 6 1 1 • :IO:;/92.5-•I:_'7'2 • I-'AX 925-•�:187 R The Aspen Institute January 3, 1992 Page 2 third party successor to all or any portion of Lots 5 and 6, or either of them, of The Aspen Meadows Subdivision. 5. The Aspen Institute will from time to time, upon request, execute such other and further reasonable documentation confirming Savanah's right to the fireplace credits as Savanah may deem expedient or necessary, or as may be required by the Aspen Environmental Health Department, or any other agency having jurisdiction in matters of fireplaces in the City of Aspen. 6. Upon written notice to Savanah by the Institute of its desire to receive cash or to have Savanah fulfill its obligation to install the gas log fireplaces per this agreement, Savanah shall fulfill its obligation within sixty days of notice by paying cash to the Institute, or Savanah shall promptly pay the bill of the Aspen Institute contractor in charge of the renovation of Kresge who will install the gas log fireplaces for Savanah. If Savanah does not fulfill its obligations under this agreement in a timely fashion, this agreement shall be null and void and all parties relieved of all obligations hereunder. If the foregoing accurately reflects our agreement understanding, kindly so signify on the signature line below -provided. AGREED: THE ASPEN INSTITUTE RWH/rak savmwh\Itrs\aspcnins.02 Sincerely, SAVANAII LIMTI'ED PARTNERSHIP, a District of Columbia limited partnership % ASPEN ENTERPRI ( AL✓M. I t.'1'S NTERNATION- -,A - FAt 'I` AGREEMENT THIS AGREEMENT ("Agreement") is entered into this day of January, 1992, by and between THE ASPEN INSTITUTE, INC., a Colorado nonprofit corporation, having an address of P.O. Box 222, Queenstown, Maryland 21658 (hereinafter referred to as the "Institute"), and MUSIC ASSOCIATES OF ASPEN, a Colorado nonprofit corporation having an address of 2 Music School Road, Aspen, Colorado 81611 (hereinafter referred to as the "MAA"). W I T N E S S E T H• WHEREAS, the Institute and the MAA have entered into a Shared Use Agreement in order.to memorialize the issues of common interest relating to their properties; and WHEREAS, the Institute and the MAA share the use of the parking lot behind the Music Tent, and adjacent to Paepcke Auditorium; and WHEREAS, it has come to the attention of the Institute and the MAA that part of the road leading to the shared parking lot is actually on private property owned by Leonard Lauder. NOW, THEREFORE, in consideration of the foregoing premises, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Road Construction. In the event that Leonard Lauder prevents the use of the existing road located on his property to either the Institute or the MAA, thereby blocking access to the shared parking lot, the MAA agrees to allow a new road to be relocated onto their property, in a location to be determined by MAA, to access the shared parking lot. In such event, the Institute and the MAA agree that the cost of designing, constructing and maintaining said road would be shared equally by both parties. 2. Ouiet Enjoyment. Notwithstanding the quiet enjoyment paragraph of the Parking Lot and Seating Area Lease entered into between the Institute and MAA, MAA acknowledges that the rights of Leonard Lauder may well affect its quiet enjoyment and use of the south parking lot, and hereby waives any claim against the Institute for such breach. 3. Effect. The parties agree that this Agreement and the terms and obligations contained herein will not take effect until the parties hereto are precluded from access to the shared parking lot on the road across Leonard Lauder's property. The mutual obligations contained in the Shared Use Agreement are the specific consideration for this Agreement. - 1 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. MUSIC ASSOCIATES OF ASPEN, a THE ASPEN INSTITUTE, INC., a Colorado non-profit corporation Colo ado nonp'r++of ration By � �: - BY tl�}• David T. McLauglon, President STATE OF COLORADO ) ) ss. COUNTY OF PITKIN ) 6 7 j The foregoing instrument was acknowledged before me this day of January, 1992, by David T. McLaughlin, as President of THE ASPEN INSTITUTE, INC., a Colorado nonprofit corporation, on behalf of said corporation. WITNESS my hand and official sea My commission expires: '�. �� 3/ i Notary Public STATE OF COLORADO ) ss. COUNTY OF PITKIN ) ius The foregoing instrumen as c} owl dged before me this ixay IfJanuary, 1992, by ,' "ar' , as � of MUSIC ASSOCIA ES OF ASPEN, a Colorado nonprofit corporation, on behalf of said corporation. WITNESS my hand and officia seal My commission expires: 7•/- 113 \aspninst\music.agr Notary Public - 2 - #k3•+(_)947 01/24/92 16: 32 Rec $25.00 Bl:: 667 PG 847 Silvia Davis, F'itl::in Cnty C1er-1::, Doc.���� CONVEYANCE AGREEMENT THIS AGREEMENT is made and entered into this ; day of January, 1992, by and between the ASPEN INSTITUTE, INC., a Colorado non-profit corporation (the "Institute"), and the ASPEN CENTER FOR PHYSICS, INC., a Colorado non-profit corporation ("PHYSICS"). RECITALS: 1. City of Aspen ordinance No. 14, Series of 1991, contemplates the transfer and conveyance of certain real property within the Aspen Meadows Specially Planned Area ("Aspen Meadows SPA") to the Aspen Center for Physics, upon the transfer and conveyance of property to the Institute by Savanah Limited Partnership. 2. The parties hereto desire to memorialize their expectations regarding the contemplated conveyance and to address other matters which are related thereto. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: A. Conveyance of PHYSICS Parcel. Subject to the provisions hereof, the Institute shall execute and deliver to PHYSICS a bargain and sale deed to PHYSICS, conveying Lot 3 of the Aspen Meadows SPA to PHYSICS. 1. Date of Conveyance. Consistent with the provisions of Section 5, Paragraph 3 of City of Aspen Ordinance No. 14, Series of 1991, the delivery of the deed shall occur simultaneously with recording of the Final Plat required by said Ordinance No. 14. 2. Title. Lot 3 shall be conveyed to Physics free and clear of all liens and monetary encumbrances, except for ad valorem taxes for 1991 due in 1992; those items of record which do not render title unmerchantable; the provisions of City of Aspen Ordinance No. 14, Series of 1991, and The Aspen Meadows Development and Subdivision Agreement executed in compliance therewith. 3. Prorations. General taxes for year of closing, if any, shall be prorated to the date of closing. B. Purchase Option. From and after the date of conveyance, each party shall have the right and option to purchase the properties of the other within the Meadows SPA for the appraised value of the buildings and improvements located thereon, exclusive of any land value. The right and option to purchase shall arise in the event either party should offer its property for sale, vacate their operations at the Meadows for a - 1 - 4"'40947 01/24/92 16:32) Rec $25.00 IMF: 667 F'r 848 Silvia Davis, Pitkin Cnty Clerk:, Doc $.C)0 period of more than two years, or change the purpose and operation of the organization so that it does not qualify as either a charitable or educational organization pursuant to Section 501(c)(3) of the Internal Revenue Code, as that section is applied on the date hereof, and/or as determined by the Internal Revenue Service. For the purpose of the foregoing, property shall be deemed "offered for sale" on the date that the selling party enters into a listing agreement with a real estate broker or undertakes other affirmative action clearly evidencing an intent to sell. Should any of the foregoing events occur, the party entitled to exercise the right to purchase shall give written notice of its intention to exercise that right to the selling party. In the event that the option is triggered by an offer of sale, the notice shall be delivered within 60 days after the party with the option to purchase receives notice of the selling party's intention to sell. Otherwise, the notice shall be delivered within 120 days after the party with the option to purchase receives notice of the event giving rise to that option. The parties shall then mutually agree upon an appraiser who shall conduct and complete an appraisal of the buildings and improvements (exclusive of land value) subject to the option. If the parties cannot agree upon an appraiser, each party may select an appraiser and the average of the two appraisals shall determine the option price. The option price shall be tendered in cash or such other form as is acceptable to seller within 60 days after the completion of the appraisal, and the selling party shall execute and deliver to the purchasing party all documents which may be required in order to effectuate the conveyance of the property and improvements. The foregoing provisions notwithstanding, and except for an option to purchase triggered by an offer for sale, the party whose property is subject to an option shall be entitled to cure the circumstances which gave rise to that option, should such party so desire, within the notice period provided above. Furthermore, nothing herein shall be construed as creating an obligation to exercise the purchase option, and the party with the right to purchase may elect to waive that right at any time. Should the party with the option to purchase fail to provide notice within the time allowed above, or to tender the purchase price within the time allowed above, the option shall expire and thereafter be of no further force or effect. . C. Purchase Option - Aspen Center for Physics. The parties acknowledge that the Institute will enter into an agreement with the Music Associates of Aspen ("MAA") in a form and substance similar to this Agreement, by which the Institute will agree to convey certain property within the Aspen Meadows SPA to MAA. Pursuant to terms and conditions similar to those set forth in paragraph B above, the Institute may obtain an option to acquire the MAA land and improvements and MAA will have a reciprocal option to require the land and improvements - 2 - Silvia Davis, pitl::in Cnt� r '-'•c=�r; 667 PG 849 1 er•E:: , Doc $. r_a() of the Institute. The parties hereto agree that this option which grants to PHYSICS the right to acquire the land and improvements of the Institute within the Aspen Meadows SPA will be subordinate and junior to the option granted to MAA. Furthermore, in the event MAA obtains an option to acquire the land and improvements of PHYSICS, such option shall be subordinate and junior to any option which Institute may obtain. D. Agreement to Share Facilities. In connection with the conveyance contemplated herein, the Institute, MAA and the Aspen Center for Physics have entered into discussions and negotiations for an agreement whereby each party shall be entitled to utilize the facilities of the other on a space and time available basis. Such agreement shall also address the use of irrigation water, irrigation ditch maintenance, road and grounds maintenance, and reciprocal easements for access across each entity's property. E. Miscellaneous Provisions. 1. Time of Essence/Remedies. Time is of the essence hereof. If any obligation hereunder is not performed or waived as herein provided, there shall be the following remedies: a. If either party is in default, the non -defaulting party may elect to treat this Agreement as cancelled, or may elect to treat this Agreement as being in full force and effect, in which case the non -defaulting party shall have the right to specific performance or damages, or both. b. Anything to the contrary herein notwithstanding, and in the event of any litigation arising out of this Agreement, the court shall award to the prevailing party all reasonable costs and expenses, including attorneys' fees. 2. Status and Authority. Each of the signatories hereto has the right, legal capacity and authority to enter into this Agreement on behalf of their respective organizations, and such organizations have the right, legal capacity and authority to enter into and perform its obligations under this Agreement and the documents to be executed and delivered pursuant hereto. 3. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior and contemporaneous agreements, representations and understandings of the parties regarding the subject matter of this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. - 3 - - Rec2c.OU Etf::: 667 F'G 850 Silvia D:�vis, Pitkin Cnt\. Cl,="-[::, Doc s.c_;(-) 4. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5. Binding Effect/Assignment. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective successors and assigns. Neither party may assign its interest or obligations pursuant to this Agreement without the prior written consent of the other party, which consent may be withheld for any reason. 6. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered, or on the third day after mailing if mailed registered or certified mail, postage prepaid and properly addressed as follows: To the Institute: Aspen Institute, Inc. Administrative Offices Wye Center P. O. Box 222 Queenstown MD 21658 To Physics: The Aspen Center for Physics P. O. Box 1208 Aspen CO 81612 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Executed by each party on the date set forth below each signature. THE ASPEN INSTITUTE, INC.,a Colo ado nonp corporation By: Date: \aspninst\physics.con ASPEN CENTER FOR PHYSICS, INC., a c" corp ration By: Dat - •yZ - 4 - 4340945 01 /^4/9^ 16: 31 Rec $45, 0o Df;: 667 PG 937 Silvia Davis, F'itkin rrity C1er::, Doc $.(')s CONVEYANCE AGREEMENT #M�_THIS AGREEMENT is made and entered into this a day of �""�'T( 1991, by and between the ASPEN INSTITUTE, INC., a Colorado non-profit corporation (the "Institute"), and the MUSIC ASSOCIATES OF ASPEN, INC., a Colorado non-profit corporation RECITALS: 1. City of Aspen Ordinance No. 14, Series of 1991, contemplates the transfer and conveyance of certain real property within the Aspen Meadows Specially Planned Area ("Aspen Meadows SPA") to the MAA and to the Aspen Center for Physics, upon the transfer and conveyance of property to the Institute by Savanah Limited Partnership. 2. The parties hereto desire to memorialize their expec- tations regarding the contemplated conveyance and to address other matters which are related thereto. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: A. Conveyance of MAA Parcel. Subject to the provisions hereof, the Institute shall execute and deliver to MAA a bargain and sale deed, in a form and substance acceptable to MAA, convey- ing Lot 2 of the Aspen Meadows SPA to MAA. 1. Date of Convevanc_e. Consistent with the pro- visions of Section 5, Paragraph 3 of City of Aspen Ordinance No. 14, Series of 1991, the deliver,', or the deed shall occur simultaneously with recording of the Final Plat required by said Ordinance No. 14. 2. Title. Lot 2 shall be conveyed to MAA free and clear of liens and encumbrances, except for ad valorem taxes for 1991 due in 1992, those items of record which do not render title unmerchantable, the provisions of City of Aspen Ordinance No. 14, Series of 1991, and the Aspen Meadows Development and Subdivision Agreement executed in compliance therewith. 3. Prorations. General taxes for year of closing, if any, shall be prorated to the date of closing. 4. Possession. The parties acknowledge that MAA is currently in possession of Lot 2 pursuant to a lease which shall #340945 0 ._4I9r 16: 7 Re c s� } ,. r., ) 7i f ` R G 838 Silvia. Davis, PitkAn Cnty Cler•I<:, Doc $.cici continue in full force and effect until and unless the property is conveyed as provided herein. B. Parking Lot Lease. Simultaneously with the delivery of the deed, as provided above, the Institute will execute and deliver to MAA a 99-year lease to the southerly portion of the parking lot located to the north of the Music Tent, as described in Exhibit A, in a form and substance acceptable to MAA. The lease shall require only a nominal rent of $1.00 per year to be paid in advance by MAA. The lease shall provide that MAA shall be responsible for the maintenance and repair necessary for the parking lots to be kept in an acceptable and useable condition on a year-round basis, but that the cost of such maintenance and repair shall be shared on an equal basis by NAA and the Insti- tute. The lease shall also provide that the Institute shall relocate the "reserved" parking spaces which have historically been maintained within the south half of the parking lot. Consistent with the foregoing, the parties agree that they shall continue to cooperate with and make reasonable efforts to accommodate each others' parking needs, not only with respect to the southerly portion of the parking lot in question, but also with respect to the northerly portion, as they may from time to time arise (e.g., Thursdav and Friday night and Sunday afternoon concerts at the Music Tent, and Tuesday, and Thursday night lecture series at the Institute). Requests by MAA to use the northerly half of the parking lot and requests by the Institute to use the southern half of the parking lot shall be in writing and executed by the authorized representative of the requesting party. The request shall set forth therein the date or dates and times of useage, a description of the activity to take place, an estimate of the number of persons expected to utilize the parking lot, and such other information as may be useful in determining the availability thereof. C. Outdoor Seating Area Lease. Simultaneously with the delivery of the deed, as provided above, the Institute shall e::ecute and deliver to MAA a 99-vear lease, in a form and sub- stance acceptable to MAA, to the land area adjacent to Lot 2, more particularly described in Exhibit B, for the purpose of outdoor seating for MAA events. The lease shall provide for a nominal rent of $1.00 per year to be paid in advance by MAA and that MAA shall be responsible for the maintenance and upkeep of the area subject to the lease, at its expense. D. Liability Insurance. With respect to the land area subject to the parking lot lease and the seating area lease, MAA shall obtain and maintain a policy or policies of liability insurance in which the institute is a named insured. Both land areas shall be maintained in a reasonably safe condition. E. Purchase Option. Frcm and alter the date of convey- ance, each party shall have the right and option to purchase the properties of the other within the Meadows SPA for the appraised value of the buildincs and improvements located thereon, e::clu- Rec 45.iiil Df':: PG 839 8ilvi.a Davis, Pitl in Cnty Clerk:, Doc sive of any land value. The right and option to purchase shall arise in the event either party should offer its property for sale, vacate their operations at the Meadows for a period of more than two years, or change the purpose and operation of the organization so that it does not qualify as either a charitable or educational organization pursuant to Section 501 (c) (3) of the Internal Revenue Code, as that section is applied on the date hereof, and/or as determined by the Internal Revenue Service. For the purpose of the foregoing, property shall be deemed "offered for sale" on the date that the selling party enters into a listing agreement with a real estate broker or undertakes other affirmative action clearly evidencing an intent to sell. Should any of the foregoing events occur, the party entitled to exercise the right to purchase shall give written notice of its intention to exercise that right to the selling party. In the event that the option is triggered by an offer of sale, the notice shall be delivered within 60 days after the party with the option to purchase receives notice of the selling party's intention to sell. Otherwise, the notice shall be delivered within 120 days after the party with the option to purchase receives notice of the event giving rise to that option. The parties shall then mutually agree upon an appraiser who shall conduct and complete an appraisal of the buildings and improve- ments (exclusive of land value) subject to the option. If the parties cannot agree upon an appraiser, each party may select an appraiser and the average of the two appraisals shall determine the option price. The option price shall be tendered in cash or such other form as is acceptable to seller within 60 days after the completion of the appraisal, and the selling party shall execute and deliver to the purchasing party all documents which may be required in order to effectuate the conveyance of the property and improvements. The foregoing provisions notwithstanding, and except for an option to purchase triggered by an offer for sale, the party whose property is subject to an option shall be entitled to cure the circumstances which gave rise to that option, should such party so desire, within the notice period provided above. Furthermore, nothing herein shall be construed as creating an obligation to exercise the purchase option, and the party with the right to purchase may elect to waive that right at any time. Should the party with the option to purchase fail to provide notice within the time allowed above, or to tender 'the purchase price within the time allowed above, the option shall expire and thereafter be of no further force or effect. F. Purchase Option - Asoen Center for Phvsics. The parties contemplate that the Institute will enter into an agreement with the Aspen Center for Ph`,'sics ("Physics") in a fora and substance similar to this Agreement, by which the Institute will agree to convey certain property within the Aspen Meadows SPr, to P1?VSics. Pursuant to terms and conditions similar to those set r-forth in paragraph E, above, the Institute may obtain 16: 71 Rec $4-. 00 DF;. .37 PG 640 Silvia Davis, Pitk:in Cnt,, Clerk:, Doc an option to acquire the Physics land and improvements and Physics may have a reciprocal option to require the land and improvements of the Institute. The parties hereto agree that any such option which may be granted to Physics to acquire the land and improvements of the Institute within the Aspen Meadows SPA will be subordinate and junior to the option granted to MAA herein. Furthermore, in the event MAA obtains an option to acquire the land and improvements of Physics, such option shall be subordinate and junior to any option which Institute may obtain. G. Agreement to Share Facilities. In connection with the conveyance contemplated herein, the Institute, MAA and the Aspen Center for Physics have entered into discussions and negotiations for an agreement whereby each party shall be entitled to utilize the facilities of the other on a space and time available basis. Such agreement shall also address the use of irrigation water, irrigation ditch maintenance, road and grounds maintenance, and reciprocal easements for access across each entity's property. Although the Institute and MAA will continue with good faith negotiations toward a three -party agreement, this Agreement is contingent upon the execution of a shared facilities agreement between at least the Institute and MAA. H. Miscellaneous Provisions. 1. Time of Essence/Remedies. Time is of the essence hereof. If any obligation hereunder is not performed or waived as herein provided, there shall be the following remedies: a. If either party is in default, the non -defaulting party may elect to treat this Agreement as cancelled, or may elect to treat this Agreement as being in full force and effect, in which case the non -defaulting party shall have the right to specific performance or damages, or both. b. Anything to the contrary herein notwithstand- ing, and in the event of any litigation arising out of this Agreement, the court shall award to the prevailing party all reasonable costs and expenses, including attorneys' fees. 2. Status and Authority. Each of the signatories hereto has the right, legal capacity and authority to enter into this Agreement on behalf of their respective organizations, and such organizations have the right, legal capacity and authority to enter into and perform its obligations under this Agreement and the documents to be executed and delivered pursuant hereto. 3. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all Prior and ccntemperanecus agreements, representations and under- standings of the parties regarding the subject :.latter of this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. '4(_:c?45 c_i 1 /24; 922 1 b: 31 Rer_ T,45. C}C) E�f:: 667 PG 841 Silvia Davis, F'itl-:in Cnty Clet'i::, DL—)c: ; 4. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5. Binding Effect/Assignment. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective successors and assigns. Neither party may assign its interest or obligations pursuant to this Agreement without the prior written consent of the other party, which consent may be withheld for any reason. 6. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered, or on the third day after mailing if mailed registered or certified mail, postage prepaid and properly addressed as follows: To the Institute at: Aspen Institute, Inc. Administrative Offices Wye Center P. 0. Box 222 Queenstown, MD 21658 To MAA at: Music Associates of Aspen, Inc. 2 Music School Road Aspen, CO 81611 7. Governing Law. This Agreement shall be governed b- and construed in accordance with the laws of the State of Colorado. Executed by each party on the date set forth below each signature. ASPEN INSTITUTE, INC. By: Title: Date: — MUSIC ASSOCIATES OF ASPEN, .TNC. B y Title: Date: 7h"t-," '2- 11 1Z #340945 01/24/92 16:31nRec�C$45.00DBK 66^0.� 842 Silvia Davi�, pit Cr By Title: Date: c ti C, # Cr ,} J tu W � l 7 \I \�.fir ro U 1 ( '' %( . L • - f�= 1 I I \ by (q ► t u a. rn E , a' a a, ' ' u1 t - r N o •x � � � 1�^ d Qi w1 I (I I w �, U j/ I / i/� I I 11 H all, I I 1 Lo Ili �. �000 zz �J • l w I op cn �- r � , �.' / _.gym =— - •� ; •' � I 1 1 � U M W CD - nF�u ov LISIHXH - ,_ •' ,'' -- ." "!-- 134CU445 C)1 '224i 9-1 11: 31 Ftec_ $45. AC) Bf:` 7 PG 844 Silvia D F'itkin Crity Clerk, Do: :?C) Exhibit B i MUSIC TEI T % 17 t t r �t1 fA Ao •- r - • .. .A �j'I•s71 Ketoi i7 c Cac Tz:t t H L-INE •�,c•f�r- 2. LEA y� HARRY T EA0tft ARCKITE.CT3 <I2KOL i4"1 F,IT 1 i}Tl t t KSl�,►�.�t�MEp,�r�•N lr�IsriTcCr�' Er�Sc�•1ENT' FoK EX 23 JuNs Zs'��,N<� 6 o l-m q 1. ( &- j / 730 2 40000 3 6 71g11 5. ORDER OF RECORDATION Power of Attorney - A.E.I. � W' h , y - 14 . I I Corporate Consent Minutes - Institute L �- i / 3 .'v Development and Subdivision Agreement - X-REF Pages 8, 16, 19, 24 & 28 6�7I.7= Plat - X-REF Dedic. Para 2; Notes #15 68 S Statement of Nullification - Sig. by City &(o71ON 6. Declaration & Grant for Benefit Lots 5&6 - X-REF to Plat P1 & SPA Agm't P4 2,W 7. Declaration & Grant for Benefit Lots 7-10 - X-REF to Plat P1 & SPA Agm't P3 �4 8. Special Warranty Deed - Water Rights g 9 Raw Water Agreement - X-REF P.1; Sig. by City 6 7' `63510. Deed Lot 1 - Savanah to Institute - X-REF to Plat (o107' S 36 11. Deed Lot 2 - Institute to MAA - X-REF to Plat (c�7 /?44;' 12. Deed Lot 2 - Savanah to MAA - X-REF to Plat y&3. Deed Lot 3 - Institute to Physics - X-REF to Plat `ga 14. Deed Lot 3 - Savanah to Physics - X-REF to Plat & to SPA Agm't 15. Shared Facility Agreement 6,o 16. Power of Attorney - Marqusee to Hecht 17. Deed Outlot B - Institute to Marqusee - X-REF to Plat l 1S • L)ezifY tts, Ce qx-?E-rnFN4 - ? sav &nsh\misc%record. lsc