C150274 Feasibility Study

• Contract/PO #: C150274
• Contractor Name: Yuma County Water Authority Public Improvement District
• Contract Type: Loan
• Water District: 0
• County: Yuma
• Loan Projects - Doc Type: Feasibility Study

Buyer's covenants and agreements hereunder and otherwise subject to the
terms and conditions of this Agreement.
2. Consideration. The Parties hereby acknowledge and agree that the
consideration to Sellers for the conveyance of the Water Rights from Sellers
to Buyer and the granting of the Sellers' Covenants consists of: (a) the sum of
Fifteen Million Dollars {$15,000,000) payable by Buyer to Sellers on or
before Closing (the "Purchase Price"); (b) the sum of Five Million Dollars
($5,000,000) payable by the Republican River Water Conservation District,
acting by and through its Water Activity Enterprise ("R WC "}, to Sellers on
or before Closing (the "Lease Payment") ptusuant to the terms of the Water
Lease (as defined in Section 3(c) below); and (c) Buyer's covenants and
agreements as provided for hereunder. Payment of the Purchase Price and the
Lease Payment shall be satisfied upon delivery of such funds by wire transfer
or other immediately available U.S. federal funds to the Escrow Agent on or
before the Closing Date for delivery to Sellers or an entity designated by
Seller to receive the Purchase Price and Lease Payment (the "Sellers' Entity")
pursuant to the terms hereof. Escrow Agent, Closing and Closing Date are all
terms defined in Section 5 below. The Parties hereby acknowledge and agree
that Buyer is not responsible for and does not guaranty RRWCD's payment of
the Lease Payment, but said Lease Payment is required by Sellers for the
Closing.
Conditions Precedent. The sale and purchase of the Water Rights and Sellers'
Covenants is hereby made specifically contingent upon satisfaction of the
following conditions (collectively, the "Conditions Precedent") on or before
November 7, 2008 ("Due Diligence Date") or such other dates as provided for
in this Section 3. A failure of any of the following Conditions Precedent or
other Conditions Precedent identified in this Agreement shall be addressed in
the manner set forth in Section 4 below. if all of the Conditions Precedent are
satisfied by the applicable dates, the Parties shall proceed to the Closing
described in Section 5 below.
(a) Satisfactory Title to Water Rights and Covenant Water Rights. Title to the
Water Rights must be unencumbered and marketable in Sellers, so that the
Water Rights can be conveyed and granted free, clear and unencumbered
to Buyer, except for the Water Lease contemplated in Section (c), below,
that certain water lease between certain Sellers and the RRWCD with an
effective date of June 6, 2008, and the existing leases between Joe Jay,
LaRue Jay and the RRWCD dated December 21, 2007, and between Jerry
Murray, Carmen Murray and the RRWCD dated January 4, 2008. Title to
the Covenant Water Rights (as defined in Section 8(c) below} shall also be
marketable in those individual Sellers identified on Exhibit B and
sufficiently unencumbered so as to permit such Sellers to grant the full
force and effect of the Rush-Wilson Covenant and the Wilson Use
Covenant (as defined in Sections 8(b) and 8(c) below). Buyer shall be
solely responsible for conducting due diligence with regards to this
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