HomeMy WebLinkAboutresolution.council.024-98 IIIIIII IIIII IIIIII IIIIII IIIII IIIII IIIII III IIIII IIII IIII
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(Series of 1998)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING AN ASSIGNMENT OF A CITY OF ASPEN WATER SERVICE AGREEMENT
FROM THE MAROON CREEK LIMITED LIABILITY COMPANY TO TEXTRON
FINANCIAL CORPORATION AND AUTHORIZING THE CiTY MANAGER TO EXECUTE
THE SAME.
WHEREAS, the City of Aspen, Pearce Equities Group II Limited Liability Company, a
Utah limited liability company ("PEG I~'), Arthur O. Pfister, Elizabeth H. Pfister, SEP Residence
Trust, CDP Residence Trust and the Aspen Skiing Company entered into that certain Water Service
Agreement dated July 26, t993, amended by First Amendment to Water Service Agreement dated
January 17, 1996 whereby the City agreed, subject to the terms and conditions of the Water Service
Agreement, as amended, to supply the affected property with certain potable water service as morn
fully described therein; and~
WHEREAS, by Amended Assignment and Assumption Agreement dated March 11, 1994,
recorded April 4, 1994, in Book 747, Page 191 of the records of the Pitkin County Clerk and
Recorders' Office PEG II assigned all of its rights, title and interest in the Water Service Agreement
to Maroon Creek Limited Liability Company; and
WHEREAS, Maroon Creek Limited Liability Company, in accordance with Section 39 of
the Water Service Agreement, has requested that the City approve an assignment of its rights in the
aforementioned Water Service Agreement to Textron Financial Corporation as more fully described
in the Assignment of Water Service Agreement appended hereto as Exhibit A and incorporated
herein as if fully set forth; and
WHEREAS, the City Council has determined that it is in the best interests of the City of
Aspen to approve the assignment of the aforementioned Water Service Agreement from Maroon
Creek Limited Liability Company to Textron Financial Corporation as more fully described in the
appended Assignment of Water Service Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
)kSPEN, COLORADO:
That the City Council does hereby approve the Assignment of Water Service appended
hereto as Exhibit A and does authorize the City Manager to execute the same on behalf of the City
of Aspen.
INTRODUCED, READ AND ADOFrED by the City Council of the City of Aspen on the
3 day of ~ -, 1998.
Bennett, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a
true and accurate copy of that resolution adopted by the City Council of the City of Aspen,
Colorado, at ameeting held on the day hereinabove stated.
~ih, City Cle~t/~rk
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ASSIGNMENT OF WATER SERVICE AGREEMENT
THIS ASSIGNMENT OF WATER SERVICE AGREEMENT ("Assignment") is
made and entered into as of the 10th day of October, 1998, by MAROON CREEK
LIMITED LIABILITY COMPANY, a Colorado lj~nited liability company ("Borrower"),
whose address is 10 Club Circle, Aspen, Colorado 81611, to TEXTRON FINANCIAL
CORPORATION, a Delaware corporation ("Lender"), whose address is 4550 North Point
Parkway, Suite 400, Alphatetra, Georgia 30022.
WITNESSETH:
WHEREAS, on even date herev~th, Lender has made a loan to Borrower (the
"Lean"), which indebtedness is evidenced by a Promissory Note of even date herewith in the
original principal amount of up to Fifteen Million Dollars ($15,000,000.00) (the "Note") and
secured by (i) a Deed of Trust, Mortgage, Security Agreement and Fixture Filing of even
date herewith (the "Mortgage") encumbering certain real property owned or leased by
Bgrrower located in Pitkin County, Colorado, and being more particularly described on
Exhibit "A", Exhibit "A-I", and Exhibit "A-2" attached hereto and incorporated herein (the
"Property") and, (ii) certain other instruments described in the Mortgage as "Security
Documents" (the Mortgage and Security Documents being collectively referred to herein as
the "Security Instruments"); and
WHEREAS, the City of Aspen ("City"), Pearce Equities Group II Limited Liability
Company, a Utah limited liability company ("PEG II"), Arthur O. Pfister, Elizabeth H.
Pfister, SEP Residence Trust, CDP Residence Trust and the Aspen Skiing Company entered
into that certain Water Service Agreement dated July 26, 1993, amended by First
Amendment to Water Service Agreement dated January 17, 1996 (collectively, the "Water
Service Agreement") whereby the City agreed, subject to the terms and conditions of the
Water Service Agreement, to supply PEG II and the Property with certain potable water
set, rice as more particularly described therein;
WHEREAS, by Amended Assignment and Assumption Agreement dated March 11,
1994 recorded April 4, 1994 in Book 747 at Page 191 of the records in the Office of the
Clerk and Recorder for Pitkin County, Colorado, PEG II assigned all of its right, title and
interest in the Water Service Agreement to Borrower;
WHEREAS, in order to provide additional security for the repayment of the Loan
with interest thereon as provided in the Note, the parties hereto desire that Lender be
granted a collateral assignment of the Borrower's interests in the Water Service Agreement,
which now or may in the future pertain to, relate to, affect or be used in comn.ection with
the Property.
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NOW, THEREFORE, in consideration of Ten Dollars ($10.00), of the promises and
covenants contained herein and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged by Borrower, Borrower assigns
to Lender all of its right, title, interest, and privileges in and to the Water Service
Agreement, as additional collateral for Lender as follows:
1. Borrower has granted, bargained, sold, assigned, transferred and set over and
by these presents does hereby grant, bargain, sell, assign, transfer and set over unto Lender,
its respective successors and assigns, all the rights, interests and privileges which the
Borrower has or may have in or under the Water Service Agreement which now or may in
the future pertain to, relate to, affect or be used in connection with the Property, including
without limiting the generality of the foregoing, the present and continuing fight with full
power and authority, in its own name, or in the name of the Borrower, or otherwise, (i) to
make claim for, enforce, perform, collect, receive, and receipt for any and all rights under
such Contracts, (ii) to do any and all things which Borrower is or may become entitled to
do under the Water Service Agreement, and (iii) to make all waivers and agreements, give
all notices, consents and releases and other instruments and to do any and all other things
whatsoever which Borrower is or may become entitled to do under the Water Service
Agreement. The foregoing assignment, transfer and conveyance is intended to be and
constitutes a present and absolute assignment, transfer and conveyance by Borrower to
Lender.
?--, 2. The acceptance of this Assignment and the payment or performance under the
Water Service Agreement shall not constitute a waiver of any rights of Lender under the
terms of the Note or the Security Instruments, it being understood that, until the occurrence
of an Event of Default under the Note or the Security Instruments, and the exercise of
Lender's rights under Section 3 hereof, Borrower shall have a license to exercise all fights
under the Water Service Agreement and to retain, use and enjoy the same.
3. So long as no Event of Default exists under the Note or Secufity Instruments,
Borrower shah have a license to exercise all of Borrower's fights under the Water Service
Agreement and to collect, but not prior to accrual, any benefits coming due pursuant to the
Contracts and to use the same for the ongoing operation of the Property. Borrower, upon
the occurrence of an Event of Default under the Note or the Security Instruments, hereby
authorizes Lender, at Lender's option, to do all acts required or permitted under the Water
Service Agreement and to perform such other acts in connection with the management and
operation of the Property as Lender in its discretion may deem proper. Borrower expressly
acknowledges and agrees that each of the remedies set forth in this Paragraph 3 may be
exercised by Lender, with or without Lender: (i) taking possession of the Property, (ii)
initiating foreclosure proceedings or (iii) taking any action to foreclose the lien of the
Mortgage.
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4. Lender shall not be obligated to perform or discharge any obligation or duty
to be performed or discharged by Borrower under or in connection with the Water Service
Agreement, whether prior to or after the exercise by Lender of its rights under Section 3
hereof, and Borrower hereby agrees to indemnify Lender for, and to hold it harmless from,
any and all liability arising under the Water Senrice Agreement and to defend and hold
Lender harmless from and against any and all causes of action, claims, demands, liabilities,
losses, costs and expenses asserted against or suffered or incurred by Lender under or in
connection with the Water Service Agreement, whether prior to or after any acquisition of
the Property by Lender (whether pursuant to any foreclosure under the Mortgage or
otherwise), and whether prior to or after the repayment of the Loan by Borrower.
Borrower's obligation to indemnify, defend, and hold harmless as set forth in this Section
4 shall not apply to any causes of action, claims, demands, liabilities, losses, costs and
expenses arising from or related to (a) any actions by Lender which constitute willful
misconduct or negligence, or (b) any event or condition first occurring after a foreclosure
sale under the Mortgage (or a deed in lieu of foreclosure).
5. Borrower agrees that this Assignment and the designation and directions
herein set forth are irrevocable, and that Borrower will not, while this Assignment or such
designation and directions are in effect, or thereafter, so long as the Note and Security
Instruments shall be outstanding, make any other assignment, designation or direction
inconsistent therewith, and that any assignment, designation or direction inconsistent
herewith shall be void. Borrower will from time to time upon the request of Lender,
execute all instruments of further assurance and all such supplemental instruments as
Lender may reasonably request.
6. As long as the Loan remains outstanding, Borrower shall not without the prior
written approval of Lender amend or modify the Water Senrice Agreement. Lender shall
have ten (10) business days from delivery by Borrower to Lender of such amendments
requiring Lender's approval pursuant to this Section 6 to approve or disprove the same (the
"Approval Period"). If Lender does not respond to Borrower within the Approval Period,
Lender will be deemed to have approved the same.
7. Neither this Assignment nor any action or inaction on the part of Lender shall
constitute an assumption on the part of Lender of any obligations or duties under the Water
Service Agreement.
8. Borrower and City each represent and warrant that, to the best of each party's
knowledge after due inquiry, the Water Senrice Agreement is in full force and effect and
not in default, without amendment (except as set forth herein) and is assignable by
Borrower, and that any approvals necessary for such assignments have been obtained, as set
forth below. Execution of this Assignment by City shall senre as receipt of notice of
assignment required pursuant to Section 39 of the Water Service Agreement.
Notwithstanding the foregoing, the parties understand and agree that certain requirements
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/", must be met in order for the City to approve and accept the water system, and that these
requirements have not yet been met. The outstanding requirements are set forth on Exhibit
B hereto.
9. City shall, upon serving Borrower with any notice of defauh under the terms
of the Water Service Agreement, simultaneously give a copy of such notice in writing to
Lender at the following address (or at such other address as may hereafter be provided by
Lender to City from time-to-time):
TEXTRON FINANCIAL CORPORATION
4550 North Point Parkway, Suite 400
Alpharetta, Georgia 30022
Attn: Vice President - Golf Finance
Telecopy: (770) 360-1458
Such notice shall be given to Lender by either: (i) personal delivery; (ii) United States
certified mail, postage prepaid, return receipt requested; (iii) prepaid overnight delivery
system such as Federal Express; or (iv) facsimile transmission, the receipt of which is
confirmed by the party receiving such transmission.
10. Pursuant to Section 39 of the Water Senrice Agreement, in the event of
default under the Water Service Agreement by Borrower, notice of which has been given
./--, to Lender pursuant to Section 9 above, Lender shall thereupon have the same cure rights
as Borrower does under the Water Service Agreement. City will accept performance by
Lender of any covenant or undertaking of Borrower under the Water Service Agreement
with the same force and effect as though performed by Borrower. Lender shall not become
liable under the Water Service Agreement unless and until such time as it becomes, and
then only for as long as it remains, the owner of the Property. Nothing contained in this
Agreement or in the Water Service Agreement shall prevent or delay any exercise by City
of its remedies, solely as against Borrower. City agrees that it will not exercise its right to
terminate this Water Service Agreement unless the cure periods available to Lender shall
have expired and Lender shall have neither commenced nor completed a cure pursuant to
the Water Service Agreement. So long as Lender performs all of the covenants and
conditions on the part of Borrower under the Water Service Agreement within the time
period provided above, and notwithstanding the fact that Borrower may still be in default
under the Water Service Agreement as a result of bankruptcy, insolvency or otherwise, the
Water Service Agreement shall not be terminated by City.
11. Borrower hereby directs each of the parties to the Water Service Agreement
to perform its duties and obligations under the Water Service Agreement directly in favor
of and for the benefit of Lender of Lender's designee upon receipt of notice of the
acquisition of the Property by Lender or Lender's designee.
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12. At such time as the Loan is paid in full and all obligations of the Borrower
under the Security Instruments are paid and performed in full, the Assignment and all of
Lender's rights, title and interest hereunder with respect to the Water Service Agreement
shall automatically terminate.
13. This Assignment shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, legal representatives, successors, successors in
title and permitted assigns.
14. As between Lender and Borrower, all notices hereunder shall be deemed to
have been duly given and received if delivered in accordance with the provisions set forth
in Paragraph 3.7 of the Mortgage; notice provisions contained therein relating to (i) the
Mortgagor thereunder shall be applicable to the Borrower, and (ii) the Mortgagee
thereunder shall be applicable to the Lender.
15. This Agreement shall be governed by and construed in accordance with the
laws of the State of Colorado, without regard to its conflict of laws principles; provided,
however, that if any applicable conflict or choice of law rules would choose the law of
another State, Borrower hereby waives such rules and agrees that Colorado substantive,
procedural and constitutional law shall nonetheless govern.
16. BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY AND
ANY LITIGATION ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS
ASSIGNMENT, IT BEING ACKNOWLEDGED BY BORROWER THAT BORROWER IS
AN EXPERIENCED DEVELOPER AND PARTICIPANT IN SOPHISTICATED
COMMERCIAL REAL ESTATE TRANSACTIONS AND THAT BORROWER MAKES
THIS WAIVER OF TRIAL BY JURY KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY AND ONLY AFTER CONSULTATION WITH SOPHISTICATED LEGAL
COUNSEL OF BORROWER'S CHOOSING. BORROWER HEREBY CONSENTS TO
THE NONEXCLUSIVE PERSONAL JURISDICTION OF THE FEDERAL AND STATE
COURTS LOCATED IN PITKIN COUNTY, COLORADO IN ANY AND ALL ACTIONS
BETWEEN BORROWER AND LENDER ARISING UNDER OR IN CONNECTION WITH
THIS ASSIGNMENT, THE LOAN, OR ANY OF THE SECURITY INSTRUMENTS.
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IN WITNESS WHEREOF, Borrower has executed this instrument'as of the day and
year first above written.
MAROON CREEK LIMITED LIABILITY
COMPANY, a Colorado limited liability company
By: "~ er and Me~
STATE OF COLORADO )
) ss.
COUNTY OF PITKIN )
The foregoing instrument was acknowledged before me this /Tr'~day of
"7v1~ , 1998, by James T. Pearce, Jr., as Manager and Member of MAROON
CREEK LIMITED LIABILITY COMPANY, a Colorado limited liability company.
= roy hand and official seal.
?-,~
~.ommission expires: ~ · .9--0. ~-~oGt
~ ,. Notary Public
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THIS ASSIGNMENT, AND THE TERMS THEREOF, IS acknowledged and
accepted as of the 10th day of October, 1998.
ATTEST: CITY OF ASPEN
By: d~, L ~
STATE OF Cj~ ~4 )
COUNTY OF fi )
The foregoing instrument was acknowledged before me this [~_~ay of
1998, by ~ ~~~ as L~T~ ~~ on be~ of th~
CI~ OF AS~YN, a municipal coloration.
Witness my hand ~d official seal.
My co~ission expires: ~ eomm~ ~
Notary Public
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EXHIBIT "A-I"
DESCRIPTION OF WATER RIGHTS
All of the right, title and interest of Maroon Creek Club, LLC in those water fights
evidenced by decree to
1. The Willow Creek Ditch, Priority No. 129, for 3 cfs from Willow Creek, for irrigation
purposes, with an appropriation date of July 1, 1885, and an adjudication date of May 11,
1889;
2. The Willow Creek Ditch, Priority No. 174, for 3 cfs from Willow Creek, for irrigation
purposes, with an appropriation date of May 1, 1887, and an adjudication date of May 11,
1889;
3. The Willow Creek Ditch, for 30 cfs from Willow Creek, for irrigation purposes,
Priority No. 209, with an appropriation date of April 15, 1891, and an adjudication date of
June 23, 1892;
4. The Herrick Ditch, for 9.3 cfs from Maroon Creek, for irrigation purposes, Priority
No. 440 1/2, with an appropriation date of October 1, 1890, and an adjudication date of
February 5, 1940;
5. The Herrick Ditch, for 51.56 cfs from Maroon Creek, for irrigation purposes, Priority
No. 683, with an appropriation date of August 1, 1951, and an adjudication date of June 20,
1958;
6. The Maroon Creek Development Corporation Reservoir No. 1, for 7.7 acre feet,
conditional, for storage for domestic, commercial, irrigation, recreation, and fish and wildlife
uses, with an appropriation date of December 22, 1989 from Maroon Creek, to be diverted
from Maroon Creek through the headgate of the Herrick Ditch and then into the head gate
of the Willow Creek Ditch at a rate of flow of 4 cfs, and from Willow Creek, to be diverted
through the headgate of the Willow Creek Ditch at a rate of flow of 4 cfs, as evidenced by
Decree entered on December 15, 1993, in Case No. 89 CW 282, District Court for Water
Division No. 5;
7. The Maroon Creek Development Corporation Reservoir No. 2, for 4.6 acre feet,
conditional, for storage for domestic, commercial, irrigation, recreation, and fish and wildlife
uses, with an appropriation date of December 22, 1989, from Maroon Creek, to be diverted
from Maroon Creek through the headgate of the Herrick Ditch and then into the headgate
of the Willow Creek Ditch at a rate of flow of 4 cfs, and from Willow Creek, to be diverted
through the headgate of the Willow Creek Ditch at a rate of flow of 4 cfs, as evidenced by
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/"', Decree entered on December 15, 1993, in Case No. 89 CW 282, District Court for Water
Division No. 5;
8. The Maroon Creek Development Corporation Reservoir No. 3, for 9.2 acre feet,
conditional, for storage for domestic, commercial, irrigation, recreation, and fish and wildlife
uses, with an appropriation date of December 22, 1989, from Maroon Creek, to be diverted
from Maroon Creek through the headgate of the Herrick Ditch and then into the headgate
of the Willow Creek Ditch at a rate of flow of 4 cfs, and from Willow Creek, to be diverted
through the headgate of the Willow Creek Ditch at a rate of flow of 4 cfs, as evidenced by
Decree entered on December 15, 1993, in Case No. 89 CW 282, District Court for Water
Division No. 5;
9. The Maroon Creek Development Corporation Reservoir No. 4, for 13.6 acre feet,
conditional, for storage fi~r domestic, commercial, irrigation, recreation, and fish and wildlife
uses, with an appropriation date of December 22, 1989, from Maroon Creek, to be diverted
from Maroon Creek through the headgate of the Willow Creek Ditch at a rate of flow of
4 cfs, and from Willow Creek, to be diverted through the headgate of the Willow Creek
Ditch at a rate of flow of 4 cfs, as evidenced by Decree entered on December 15, 1993, in
Case No. 89 CW 282, District Court for Water Division No. 5;
All of the leasehold interest of the Maroon Creek Club, LLC, in and to the foilowing leased
water rights:
1. That interest of the Maroon Creek Club, LLC under the Amended Ground Lease
between the City of Aspen, and Pearce Equities Group II Limited Liability Company, dated
April 29, 1993, in the following described water rights:
a. In the Herrick Ditch No. 296, the right to divert and appropriate 1.28 cfs of
water under Priority No. 683, with appropriation date of August 1, 1951, as awarded
to the Herrick Ditch by the District Court of Pitkin County, Colorado on June 20,
1958.
b. In Willow Creek Ditch No. 93, the right to divert and appropriate a total of
1.5 cfs of water under 3 decrees, namely Priority No. 129 with an appropriation date
of July 1, 1885, as awarded to the Willow Creek Ditch by the District Court of Pitkin
County on May 11, 1889; Priority No. 174 with appropriation date of May 1, 1887,
as decreed on May 11, 1889; and Priority No. 209 with appropriation date of April
15, 1891, as decreed on June 23, 1892.
2. That interest of the Maroon Creek Club LLC under that Water Lease Agreement
dated September 2, 1993, between the Aspen Skiing Company and Pearce Equities Group
II Limited Liability Company, recorded at Book 731, Page 475 of the Records of Pitkin
County, Colorado on November 16, 1993, in the following described water right:
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All of the Aspen Skiing Company's right, title and interest in that water right evidenced by
Decree to the Stapleton Brothers Ditch, for 2.45 cfs, with an appropriation date of June 1,
1977 and an adjudication date of January 31, 1980 in the Garfield County District Court in
Case No. W 3843, from Maroon Creek, for irrigation.
All of Maroon Creek Club LLC's right, title, and interest in the Willow Creek Ditch
Company, a Colorado nonprofit corporation, its stock, and ks assets, including but not
limited to:
1. All of the Maroon Creek Club LLC's right, title and interest, in at least 783 shares
of Class I stock in the Willow Creek Ditch Company, a Colorado nonprofit corporation.
2. All of the Maroon Creek Club LLC's right, title and interest, in at least 783 shares
of Class A stock in the Willow Creek Ditch Company, a Colorado nonprofit corporation.
3. All of the Maroon Creek Club LLC's right, title and interest, in at least 783 shares
of Class B stock in the Willow Creek Ditch Company, a Colorado nonprofit corporation.
4. All of the Maroon Creek Club LLC's right, title and interest, in at least 783 shares
of Class C stock in the Willow Creek Ditch Company, a Colorado nonprofit corporation.
5. All other shares of stock in the Willow Creek Ditch Company, a Colorado nonprofit
/,.~,, corporation, that Maroon Creek Club, LLC owns, if any.
6. All of Maroon Creek Club, LLC's right, title and interest in the Willow Creek Ditch
Company, a Colorado non-profit corporation and all of its right, title, and interest in the
assets owned by the Willow Creek Ditch Company, a Colorado non-profit corporation.
All of Maroon Creek Club, LLC's right, title and interest in the Water Senrice Agreement
dated July 26, 1993, among the City of Aspen, Pearce Equities Group II Limited Liability
Company and others, and the First Amendment to Water Service Agreement dated July 26,
1993.
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./~-, EXHIBIT "A-2"
DESCRIPTION OF GROUND LEASES
1. Ground Lease dated May 16, 1990, between Maroon Creek Development Corp., a
Colorado corporation ("Maroon Development") as Tenant, and Friedl Pfeifer Aspen Real
Estate Irrevocable Trust No. 1, as Landlord (the "Ground Lease") which Ground Lease was
recorded December 10, 1990 in Book 635 at Page 723 of the records in the office of the
Pitkin County Clerk and Recorder ("County Records") and Memorandum of Lease dated
March 10, 1994 was recorded March 21, 1994 at Book 745 at Page 52 of the County
Records. By Assignment of Agreements dated effective January 25, 1993 Maroon
Development assigned its interests under the Ground Lease to Pearce Equities Group II
Limited Liability Company, a Utah limited liability company ("PEG"), which Assignment
of Agreements was recorded January 25, 1994 in Book 739 at Page 794 of the County
Records. By Consent to Assignment dated November 30, 1993, PEG assigned its interests
under the Ground Lease to Maroon Creek Limited Liability Company, a Colorado limited
liability company ("Current Tenant") and Landlord consented to such assignment, which
Consent to Assignment was recorded December 15, 1993 in Book 735 at Page 396 of the
County Records. By Assignment and Assumption of Lease Agreements dated February 16,
1994, PEG again assigned its interests under the Ground Lease to Current Tenant, which
Assignment and Assumption of Lease was recorded February 17, 1994 in Book 742 at Page
125 of the County Records.
2. Amended Ground Lease dated May 7, 1993, by and between Pearce Equities Group
II Limited Liability Company, a Utah limited liability company ("PEG II") as Tenant, and
The City of Aspen, as Landlord, (the "Ground Lease"), which Ground Lease was evidenced
by Amended Short Form Lease recorded November 9, 1993 in Book 729 at Page 962 of the
records in the office of the County Records. By Assignment, PEG II assigned its interests
under the Ground Lease to Maroon Creek Limited Liability Company, a Colorado limited
liability company, which Assignment was recorded February 17, 1994 in Book 742 at Page
128 of the County Records.
3. Friedl Pfeifer Aspen Real Estate Irrevocable Trust No. 1 CPfeifer'') leased and
demised to Aspen Skiing Company, a Colorado general partnership CASC') certain real
property under the following leases and amendments: Lease dated January 10, 1958,
recorded in Book 202 at Page 316; Lease dated July 22, 1963, recorded in Book 269 at Page
578; Addendum to Lease and Lease dated September 28, 1966,recorded in Book 223 at
Page 200; Agreement and Amendment of Lease dated July 14, 1969, recorded in Book 269
at Page 599 and Short Form Agreement and Amendment of Lease dated July 1, 1977, and
recorded in Book 338 at Page 684 all in the County Records (collectively "Ski Lease"). The
premises demised under the Ski Lease is hereinafter referred to as the "ASC Premises." On
September 2, 1993, ASC, as sublessor and ,Pearce Equities Group II Limited Liability
Company, a Utah limited liability compan~ ("PEG II"), as sublessee, entered into that
152390.4 Marell4, 1998
A-2-1
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416475 65/04/1966 04:13P RESOLUTI DI~VZ6 $ILVI
20 o~® 25 R ~.26.08 D e.ee 14 8.08 PZTK'rN COU14TY CO
certain Sublease (the "Sublease") covering a portion of the ASC Premises, which Sublease
was recorded November 12, 1993 in Book 730 at Page 579 of the County Records. By
Consent to Sublease dated August 13, 1993, Pfeifer consented to the ASC Sublease, which
Consent to Sublease was recorded November 12, 1993 in Book 730 at Page 598 of the
County Records. By Assignment and Assumption of Sublease dated November 12, 1993
PEG II assigned its interests under the Sublease to Maroon Creek Limited Liability
Company, a Colorado limited partnership ("Current Tenant"), which Assignment and
Assumption of Sublease was recorded November 15, 1993 in Book 731 at Page 204. By
Consent to Sublease dated November 30, 1993, Pfeifer consented to PEG II's assignment
to Current Tenant, which Consent to Sublease was recorded December 15, 1993 in Book
735 at Page 390.
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21 of 25 R 't28.90 D 0.09 N 0.99 PZTKIN COUNTY CO
152390.4 Maroh 4, 1998
A-2-2
PEARCE WATER SERVICE AGREEMENT
Repair items from "Walk-Through" inspection requiring immediate correction (to
be completed by December 31, 1997):
1. Repair broken valve box at Lot 50 and ensure proper operation of valve.
2. Repair hydrant valve (sidewalk placed over valve box) located on north side of Club House,
3. Repair valve in Stage Road (ovcrlayed with asphalt, possibly tumcd off and brokcn).
4. Provide map for curb box locations, Lot 52 (employee housing).
5, Raise first valve box located on 8-inch by-pass line to surface and ensure proper operation
of valve.
6, Locate and raise hydrant valve box on first fire hydrant on 8-inch by-pass line. Ensure
proper operation of valve.
7. Repair broken box on valve near Crown Residence and ensure proper operation of valve.
8. Raise (or adjust grade for) hydrant located at Tiehack Road and P~ster Drive. Locate and
raise hydrant valve to surface and ensure proper operation of valve.
9. Repair and clean broken valve box at Lot 18. Ensure proper operation of valve.
10. Recommend to lower all valve boxes noted on second list (to be completed by May 31,
1998) which are too high since snow plows will likely damage these over the course of the
winter,
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23 of 25 R 126.00 D 0.00 N 0.00 PZTKZN COUNTY CO
PEARCE WATER SERVICE AGREEMENT
Repair items from "Walk-Through" inspection requiring correction (to be
completed by May 31, 1998):
1. Abandon temporary main located on south side of Highway 82 that served Aspen Inn and
Club House.
2. Abandon old service line for Alcohol Recovery Unit (ARLD. To be abandoned at
corporation stop on main.
3. Provide documentation of well abandonment (State Well Abandonment Form) for private
weI1 that formerly served the Tiehack ticket office.
4. Remove non-functioning hydrant located on abandoned ARU service line.
Rcpalr~erokcn valve box at entrance to LOt 50 and ensure proper opcration of valve.
6. Two valve boxes located at Club Circle and Stage Road are 2 inches high and need to be
lowered.
7. Secure rim on lid ofblowoffvalve located on 8-inch loop system on north side of Highway
8. Repair 2 valve boxes at intersection of Tiehack Road and Pfister Drive and ensure proper
operation of valves.
9. Lower 1 valve box at intersection of South Meadow Drive and Tiehack Road.
10. Repair broken hydrant valve box at retaining wall at narrows on Pfister Drive and ensure
proper operation of valve.
11. Repair hydrant valve and rotate hydrant for proper operation at intersection of North Willow
Court and Pfister Drive.
12. Lower 2 valve boxes and repair remaining valve box located at end of cul-de-sac of South
Willow Court. Ensure proper operation of all 3 valves.
13. Lower the valve box located on the Tiehack ski slope as the 12-inch line heads up from
Pfister Drive to the Eagle Pines Tank.
14. Provide asphalt patching around vault lid for loss of pressure valve located at the narrows
on Pfister Drive~
2
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24 o~ 25 R ~.26,00 O ~.e~ N 0.e8 PXTI(ZN COUNTY CO
15. Remove and reinstall tap at end of P~ster Drive cul~de-sac. Present tap is to fire line. A
separate control valve is required for each fire line which will not shut off any service taps.
16. Repair cracked I -inch pipe at blowoff valve located on south side of Highway 82.
Selected items identified during "Walk-Through" that require clarification on As-
Built Drawings:
1. Provide location of tee, and cap valve for future extension to Pfeiffer Subdivision.
2. Provide detail for end of 8-inch line at Tiehack Road cul-de-sac (i.e., valves, fittings, method
of capping).
3. Provide details for end of 8-inch line at top of Meadow Drive.
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26 o~' 25 R ~.26.60 D 6.06 N o.ee PXTKXN COUNTY CO