2011-03-14_REVISION - M1977493 ‎(47)‎

• Permit No: M1977493
• IBM Index Class Name: REVISION
• Doc Date: 3/14/2011
• Doc Name: Exhibit List, Exs. 34 to 38
• From: Climax
• To: MLRB
• Type & Sequence: AM6
• Media Type: D
• Archive: No

CM0001131
CLOSING MEMORANDUM
Beginning in approximately March, 1990, the Board of
county commissioners of Summit County, Colorado ("Summit
County") began actively negotiating on behalf of water-users in
summit and Grand Counties, Colorado, to purchase from Climax
Molybdenum Company ("Climax") an existing water storage
facility located in Summit County known as the Clinton G'Ulch
Reservoir .(the "Reservoir").. The Reservoir was needed to meet
a continually increasing demand for storage of water to be used
for domestic, municipal, irrigation, industrial, snowmaking,
recreation and other purposes within Summit and Grand Counties.
In May, 1992, the Clinton Ditch & Reservoir Company
(the "Company"). was formed as a Colorado nonprofit ditch and
reservoir company-to acquire and operate the Reservoir. The
eight shareholders of the Company, all water users within
Summit and Grand Counties, are Summit County; the Towns of
Breckenridge, Dillon and Silverthorne; and the owners/operators
of four ski areas in Summit and Grand Counties: Winter Park
Recreational Association, Breckenridge Ski Corporation, Copper
Mountain, Inc. and Keystone Resorts Management, Inc. Pursuant
to Article ,4 of the Company's articles of incorporation, each
share of the common stock of the Company entitles.the owner
thereof to one-tenth of one acre-foot of the annual yield of
the Reservoir for certain purposes.
Approximately one-half of the purchase price of the
Reservoir was financed by a loan from the Colorado Water
Conservation Board to the Company. Portions of the loan are
secured severally by.the shares of common stock of the Company
owned by all the shareholders thereof except Summit County and
the Town of Silverthorne. In addition, $500,000. of the pur-
chase price was financed by a promissory note to Climax, which
note is secured by shares of.treasury stock of the Company.
The water rights associated with the Reservoir and
included in the purchase from Climax would not have provided a
sufficient yield during dry years to aid in meeting the needs
of water users in Summit.and Grand Counties. Therefore, in
connection with the purchase of the Reservoir and in order to
ensure a supply of water therefor, the shareholders of the
Company and other parties, including the Towns.of Fraser,
Frisco and Granby, the Grand County Water and Sanitation
District No. 1 and the Winter Park Water and sanitation
District, entered into an agreement with the City and County of
.Denver acting by and through its Board of Water Commissioners
("Denver"), pursuant to which Denver agreed to subordinate and
operate-certain water rights to produce a firm annual yield for
the Reservoir of 1200 acre-feet.
The purchase of the Reservoir, and the.related loan
and water transactions, all closed in Breckenridge, Colorado on
August 13, 1992.
KNSD:EJ6
Exhibit 37