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c. Major Repairs, Replacements or Modifications: The costs of future modifications, major repairs (defined as being in excess of $10,000 adjusted annually for inflation), or replacements made to the dam outlet facility or Lower Canal (until such time as Penrose constructs a delivery pipeline from the Reservoir), and not specifically required by one of the parties, shall be shared based on the parties respective ownership interest in the storage capacity of the Reservoir. Beaver Park shall provide Penrose with thirty (30) days written notice of any proposed modifications, major repairs or replacements to the dam, outlet and Lower Cana(, along with an estimate of the total cost and the portion of those costs allocated to Penrose. The parties shalt consult regarding the cost and timing of the proposed work prior to commencement. However, this provision shall not prohibit Beaver Park from taking any actions necessary to address an emergency situation. f. Payments: All payments pursuant to paragraphs 7 a, b, c, d& e of this agreement shall become due and payable on the 20th day of the month foilowing the month in which those costs were incurred and notice was provided requesting such payment. The party to whom such payment is owed shall be awarded all costs and reasonabie attorneys fees incurred in collecting any payments not paid within sixty (60) days following receipt of such statement. 8. STORAGE SPACE RESTRICTIONS The parties understand that, if the usable capacity of the Reservoir should ever be restricted, either physicaily or by administrative or judicial order, those restrictions shall be pro-rated at 87.3% by Beaver Park and 12.7% by Pearose until the required repairs or modifications to Beaver Park's facilities are completed. 9. EVAPORATION AND SEEPAGE LOSSES Evaporation and seepage losses from the Reservoir shall be borne by each party storing water at any time in proportion to the volume of water then in the storage space in the Reservoir by each party. Evaporation will be calculated in accordance with direction from the State Engineer's Office. Beaver Park will calculate seepage losses. 10. WATER QUALITY Both parties agree they will not discharge or allow other parties to discharge or run municipal or industrial wastewater effluent into the Reservoir, without the written consent of the other party. Diversion of water from Beaver Creek or the Arkansas River pursuant to either party's water rights. from those sources sha{i not be precluded by this provision, regardless of the constituency or source of water in those streams. Neither party makes any warranty regarding the quality of water for any particular purpose. 11. RIGHT OF FIRS'f REFUSAL Penrose stiall have a first right of refusal to purchase any or all of Beaver Park's assets, so long as Penrose sha{l identically match a bona fide offer received.by Beaver Park from any third parties within 30 days of notification. Beaver Pazk shall also have a right of first refusal to purchase any of the "Property" owned by Penrose in the Reservoir and any and all capacity in the Penrose-Arkansas Pipeline, so long as Beaver Park shall identically match a bona fide offer received by Penrose from any third party within 30 days of notification. 12. CONDEMNATIOIY Penrose speci6cally waives the right of condemnation of Brush Hollow Reservoir or any of Beaver Park Water's assets. This waiver applies to Beaver Park Water, Inc. but not to its successors. This waiver of condemnation is binding upon Penrose W ater District and its successors. 13. INTEIVT It is the intent of the parties that Penrose will own 500 AF of Storage Space, the "Property", in Brush Hollow Res�rvoir. The right of Beaver Park to use the Penrose-Arkansas Pipeline facilities and the right of Penrose to use the Lower and Upper Canal and facilities shall be considered to be a contract right and not an easement or covenant, although such conuact rights shall be enforceable by an action for specific performance as stated below. Some provisions of this Agreement are intended to survive the Closing. 14. DEFAULT AND REMEll[ES In the event of default by either party, the remedies upon default are set forth below, unless otherwise provided in this agreement. The remedies of the parties shall survive any termination of this agreement. A defauit shall be deemed to have occurred if either party breaches its obligations hereunder and fails to cure such breach within 30 days of receipt of written notice from the non-breaching party specifying the conditions of the breach. Waiver or failure to give notice of a particu{ar default or defaults shall not be construed as condoning or acquiescing to any continuing or subsequent default. 15. REMEDIES The parties acknowledge that due to the uniqueness of the subject matter of this agreement, legal remedies may be inadequate. Accordingly, the non-breaching party shall have the right to pursue specific performance remedies.