! EXHIBIT A Judgment and Decree, Case No. 89CW282 DISTRICT COURT, WATER DIVISION NO. 5, COLORADO Case NO. 89-CW-282 JUDGMENT AND DEGREE CONCERNING THE APPLICATION FOR WATER STORAGE RIGHTS OF: PEARCE EQUITIES GROUP II LIMITED LIABILITY COMPANY, A LIMITED- LIABILITY IN PITKIN COUNTY, COLORADO The above-entitled Application was filed on December 28, 1989 and amended on January 18, 1991, was referred to the Water Referee for Water Division No. 5, State of Colorado, by the Water Judge_ofv' ?said Court, in accordance with Article 92 of Chapter 37, Colorado Revised Statutes 1973, known as The Water Right Determination and Administration Act of 1969, and was re?referred by the Water Referee of said Court, to the Water Judge of Said Court by Order dated June 11, 1993. And the undersigned Water Judge having made such investigations as are necessary to determine whether or not the statements in the Amended Application are true and have become fully advised with respect to the subject matter of the Amended Application. does hereby make the following determination and Judgment and Decree as the Water Judge in this matter, to wit: 1. The statements in the Amended Application are true. 2. The names of the structures are Maroon Creek Development Corporation Reservoir No. 1, Maroon Creek Development Corporation Reservoir No. 2, Maroon Creek Development Corporation Reservoir No. 3, and Maroon Creek Development Corporation Reservoir No. 4. 3. The name and address of the Claimant: Pearce EquitieS? Group II Limited. Liability Company, a Utah limited liability company, Post Office Box 7669, Aspen, Colorado 81612. 7 4. The sources of water for the Maroon Creek Development Corporation Reservoir Nosfollows: a. Willow Creek, a tributary of the Roaring Fork River, for water diverted through. the Willow Creek Ditch to the reservoirs; b. Maroon Creek, a tributary of the Roaring Fork River, for water diverted through the Herrick Ditch and into the Willow Creek Ditch, and then to the reservoirs; c. Unnamed tributaries to Maroon Creek and the Roaring Fork River for local run?off captured by the reservoirs; d. Maroon Creek and Willow Creek for return flow from irrigation water diverted by the Herrick and Willow Creek Ditches. 5. The legal descriptions for the location of Maroon Creek Reservoir Nosfollows: a. Maroon Creek Development Corporation Reservoir No. 1, is situated in Section 11, Township 10 South, Range 85 West, 6th P.M., the dam outlet being located in the of said Section 11, at a point 1,040 feet South of the North line of said Section 11, and 620 feet East of the West line of said Section 11. b. Maroon Creek Development Corporation Reservoir No. 2, is situated in Section 11 and Section 2, Township 10 South, Range 85 West, 6th P.M., the dam outlet being located in the of Section 11 and the of Section 2, at a point 50 feet North of the South line of Section 2, and 540 feet East of the West line of Section 2. c. Maroon Creek Development Corporation Reservoir No. 3, is situated in Section 2, Township 10 South, Range 85 West, 6th P.M., the dam outlet being located in the and of said Section 2, at a point 640 feet North of the South section line of said Section 2, and 1,410-feet East of the West section line of said Section 2. - d. Maroon Creek Development Corporation Reservoir No. 4, is situated in Section 2, Township 10 South, Range 85 West, 6th P.M., the dam outlet for the same being located in the of said Section 2, at.a point 450 feet North of the South line of said Section 2, and 1,810 feet East of the West line of said Section 2. - - 6. The name and capacity 0f the ditches used to fill Maroon Creek Development Corporation Reservoir Nos. 1, 2, 3, and 4, and the legal description of the point of diversion for each are as follows: Willow Creek Ditch, with a capacity of 10 with the Headgate located in Section 21, Township 10 South, Range 85 West, 6th P.M., at a point whence the NE corner of Section 21, Township 10 South, Range 85 West, 6th P.M. bears North 31 degrees 30 minutes East, a distance of 2,700 feet; and, b. the Herrick Ditch, with a capacity of 60.86 with Headgate located in Section 33, at a point whence the North quarter corner of Section 22, Township 10 South, Range 85 West, 6th P.M. bears North 31 degrees 55 minutes East, a distance of 13,862.05 feet., 7 7. The use of the water for all structures is domestic, commercial, irrigation, recreation, and fish and wildlife. 8. The date of initiation of appropriation is December 22, 1989, for each of the Maroon Creek Development Reservoir NosThe amount of water claimed for Maroon Creek Development Corporation Reservoir No. 1 is 7.7 acre/feet, all of, which is conditional; for Maroon Creek Development Corporation Reservoir No. 2, 4.6 acre/feet, all of which is conditional; for Maroon Creek Development Corporation Reservoir No. 3, 9.2 acre/feet, all of which is conditional; and, for'Maroon creek Development Corporation Reservoir No. 4, 13.6 acre/feet, all of which is conditional. 10. On March 27, 1991, a Statement of Opposition was filed by Joseph T. Zoline. On February 28, 1990, a Statement of Opposition was filed by the City of ASpen and the Board of County Commissioners of the County of Pitkin. On February 27, 1990, a Statement of, Opposition was filed by? the State and Division Engineers. On February 28, 1990, a Statement of Opposition was filed by Aspen Skiing Company. 11. The Applicants and the Objectors have entered into a Stipulation, under the terms of which, the Objectors have agreed to the entry of this Judgment and Decree. 12. This Judgment and Decree is' entered subject 'to the following conditions: a. This Judgment and Decree shall be administered as junior to the existing senior minimum stream flow decrees on Maroon Creek held by the Colorado Water Conservation Board. Those decrees are: i. W2944 approp. 1/14/76 adj. 12/31/76; ii. W2945 l4cfs approp. 1/14/76 adj. 12/31/76; 85CW265 4cfs approp. 5/3/35 adj. 12/31/85; and, iv. W3057 420af approp. 1/14/76 adj. 12/31/76. b. This Decree shall exercised in accordance with and not in interference with Joseph T. Zoline's interests in those water rights evidenced by the decrees described below, such that the quantity of water to which Joseph T. Zoline is entitled under the water rights described below shall not be diminished: i. The Willow Creek Ditch, Ditch No. 93, Priority No. 129 with an appropriation date of July 1, 1885 as awarded by the District Court of Pitkin County (n1 May 11, 1889; Priority 3 No. 174 with an appropriation date of May 1, 1887, as decreed on May 11, 1889; and Priority No. 209 with an appropriation date of April 15, 1891, as decreed on June 23, 1892; and, ii. The Herrick Ditch, Ditch No. 296, Priority No. 683 with an appropriation date of August 1, 1951 as decreed by the District Court of Pitkin County on June 20, 1958. c. This Decree shall be and not in interference with the City of Aspen's interests in those water rights evidenced by the decrees described below, such that the quantity of water to which the City of Aspen is entitled under the water rights described below shall not be diminished: i.7 The Willow Creek Ditch, Ditch No. 93, Priority No. 129 with an appropriation date of July 1, 1885 as awarded by the District Court of Pitkin County (MI May 11, 1889; Priority No. 174 with an appropriation date of May 1, 1887, as decreed on May 11, 1889; and Priority No. 209 with an appropriation date of April 15, 1891, as decreed on June 23, 1892; and, ii. The Herrick Ditch, Ditch'No. 296, Priority No. 440?1/2, with an appropriation date of October 1, 1890, and an adjudication date of February 5, 1940; and Priority No. 683 with an appropriation date of August 1, 1951 as decreed by the District Court of Pitkin County on June 20, 1958. d. This Decree shall be administered in accordance with the priority system and the Applicant shall install such measuring and recording devices as are required by the Division Engineer. e. Appropriate measuring devices will be installed and accounting undertaken to assure 'water is only stored in the reservoirs when ?and to the extent the water rights decree hereunder are in priority. - f. The maximum rate of flow at which water may be diverted into storage in the reservoirs which are subject to this decree shall not exceed a cumulative total of 4cfs at any one time. The Water Judge does therefore conclude that the above-entitled Amended Application should be granted in part, subject to the above terms and conditions, and that: 8.. Maroon Creek Development Corporation Reservoir No. is hereby awarded 7.7 acre/feet of water conditionally, with an appropriation date of December 22, 1989 for domestic, commercial, irrigation, recreation, and fish and wildlife purposes, .to be 'diverted 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-?cfs, with an appropriation date of December 22, 1989 for storage as described above, and from Willow Creek through 4 the headgate of the Willow Creek Ditch at a rate of flow of 4cfs with an appropriation date of December 22, 1989 for storage as described above: and, b. Maroon Creek Development Corporation Reservoir No. 2 is hereby awarded 4.6 acre/feet of water conditionally, with an appropriation date of December 22, 1989 for domestic, commercial, irrigation, recreation, and fish and purposes, 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 4cfs, with an appropriation date of December 22, _1989 for storage as described above, and from Willow Creek through the headgate of the Willow Creek Ditch at a rate of flow of 4cfs, with an appropriation date of December 22, 1989 for storage as described above; and, 0. Maroon Creek Development Corporation Reservoir No. 3 is hereby awarded 9.2 acre/feet of water conditionally, with an appropriation date of December 22, 1989 for domestic, commercial, irrigation, recreation, and fish and m?ldlife purposes, 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 4cfs, with an appropriation date of December 22, 1989 for storage as described above, and from Willow Creek through the headgate of the Willow Creek Ditch at a rate of flow of 4cfs, with an appropriation date of December 22, 1989 for storage as described above; and, d. Maroon Creek Development Corporation Reservoir No. 4 is hereby awarded 13.6 acre/feet of water conditionally, with an appropriation date of December 22, 1989 for domestic, commercial, irrigation, recreation, and fish and v?ldlife purposes, 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 4cfs, with an appropriation date of December 22, 1989 for storage as described above and from Willow Creek through the headgate of the Willow Creek Ditch at a rate.of.flow of 4cfs, with an appropriation date of December 22, 1989 for storage as described above: The above are awarded on the condition that said; quantities of water be stored and applied to beneficial use within a reasonable time; subject however, to all earlier priority rights of others and to the integration and tabulation by the Division Engineer of such priorities and changes of rights in accordance with law, and subject to the terms and conditions set ferth above. An ap iication for a finding of reaso able diligence shall be filed.ill?i?amg?iv- of ,?i7z and in ,?eaeeq?i/ .of every sixth calendar year thereafter so long as Applicant desires to maintain these conditional water rights or until a determination has been. made that these conditional water rights have become absolute water 5 rights by reason of the completion of the appropriations or are otherwise disposed of. Dated this /ti?i. day of 1993. BY THE WATER COURT: W7 /7 WW. I (y ("W/ng -- JUDGE, DIVISION NO. 5, STATE OF COLORADO - Cppy of the ?foreg ing mailed to all' Counsel of record Water Hefner?DIV. En ?near_/. Bap'uly Cl?k. Water DIV. No. 5 I/?h APPROVED AS TO FORM: ATTORNEYS FOR APPLICANT: By: MWW Kirk?B. 730 17th Street, Suite Denver, Colorado 80202 APPROVED AS TO FORM: ATTORNEYS FOR THE OBJECTOR CITY OF ASPEN: By: hia F. Covell, #10169 Alperstein Covell, P.C. 1600 Broadway, Suite 2000 Denver, Colorado 80202-4920 (303) 894?8191 APPROVED AS ATTORNEYS FOR THE OBJECTOR . BOARD OF COUNTY COMMISSIONERS FOR THE COUNTY OF STATE, OF COLORADO: By: Timofh 'tsitt, #0 62 Pitkin Attor?ey 530 East Main Street Aspen, CO 81611 10 APPROVED AS TO FORM: ATTORNEYS FOR THE BOARD OF COUNTY COMMISSIONERS FOR.THE COUNTY STATE OF COLORADO: MM. 2x. cm Michael M. McCann, #18916 John D. Musick Associatesr P.O. Box 4579 Boulder, Colorado 80306 (303) 447-1974 11 APPROVED AS TO FORM: ATTORNEYS FOR OBJECTORS STATE ENGINEER OF THE STATE OF COLORADO AND DIVISION ENGINEER FOR WATER DIVISION NO. 5: GALE A. NORTON Attorney General NI Gimbel, #20697 . Attorney General Natural ReSouroes Section 1525 Sherman St., 5th Floor Denver, Colorado 80203 (303) 866?5117 12 APPROVED AS TO FORM: OBJECTOR JOSEPH T- ZOLINE: 3Y1 Jozfgz T.?Zoline, ro se 62 Canon - ve 'Beverly Hills, CA 90210 (213) 278-8184 13 APPROVED AS TO FORM: ATTORNEYS FOR. 0 ECTOR..A-PEN Arthur B. Fergu?o?, #6401 Holland Hart'xm) 6007East Main Street Aspen, Colorado 81611 (303) 925-3476 CERTIFICATE OF MAILING I hereby certify that a true and correct copy of the foregoing JUDGMENT DEGREE was placed in the U.S. i?e??i?iggi 1993 addressed postage pre-paid this 4522?: day of as follows: F. Covell, Esquire Alperstein Covell, P.C. 1600 Broadway, Suite 2000 Denver, Colorado 80202-4920 Edward M. Caswall, Esquire- Aspen City Attorney 130 South Galena Street Aspen, Colorado 81611 Jennifer L. Gimbel, Esquire First Assistant Attorney General Natural Resources Section 1525 Sherman Street, 5th Floor Denver, Colorado 80203 Arthur B. Ferguson, Esquire Thomas J. Todd, Esquire Holland Hart 600 East Main Street' Aspen, Colorado 81611 Timothy Whitsitt, Esquire Pitkin-County Courthouse 506 East Main Street Aspen, Colorado 81611 Michael M. McCann, Esquire Offices of John D. Musick Associates P.C. BOX 4579 7 Boulder, Colorado 80306 Joseph T. Zoline 624 North Canon Drive Beverly Hills, California 90210 mail, first-class 9CW282 . DEC 14