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WHEREAS on January 23, 2014 the Parties, for their respective convenience, entered <br />that certain "Second Amendment to Purchase and Sale Agreement" (the "Second Amendment "), <br />to extend the date specified in Paragraph 2 of the First Amendment to complete the Second <br />Closing from February 5, 2014 to no later than March 15, 2014; <br />WHEREAS the Parties completed ' the requisites for the Second Closing with the <br />exception of this final Lease and Operating Plan; <br />WHEREAS even absent this final Lease and Operating Plan the Parties wished to <br />complete the exchange of deeds and funds between them as was contemplated to occur at the <br />Second Closing and did so complete the same at the Second Closing on March 14, 2014; <br />WHEREAS concurrent with the Second Closing completed on March 14, 2014, the <br />Parties entered that certain "Third Amendment to Purchase acid Sale Agreement" (the "Third <br />Amendment "), and certain other subsequent Amendments, which extended the date by which this <br />Lease and Operating Plan is to be finalized, executed and delivered between them, to no later <br />than July 18,'2014; and <br />WHEREAS the Parties desire to memorialize between them the terms and conditions of <br />this Lease and Operating Plan required as a condition' of the Second Closing called for in the <br />PSA with the pricing terms called for in the. First Amendment to the'PSA, and where appropriate, <br />related terms and conditions necessary to obtain final release of the Lot 1 Property and the City's <br />Kenneth Mitchell Lakes Cell 3 property from the MLRB Permit. <br />NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for <br />other good and valuable consideration, the receipt and sufficiency of which the Parties hereby <br />acknowledge, the Parties agree as follows: <br />LEASE AND OPERATING PLAN <br />1. Water Storage Lease, The City agrees to lease to RMCC, and RMCC agrees to <br />lease from the City, up to 150 acre feet of water storage per year in the Ken Mitchell Lakes Cell <br />1 or Cell 3, or Erger's Pond, or its 120 Reservoir, or, at the City's discretion, any other lined <br />water -storage reservoir available to the City now or in the future which can lawfully receive <br />deliveries from Section 1 or Section 2 of the Fulton Ditch (hereinafter the "Reserved Water <br />Storage "). The Reserved Water Storage, shall be used to store, at a minimum, 70 Fulton Ditch <br />shares belonging to RMCC, 54 of which are dedicated to the NTP Decree and 16 of which <br />RMCC utilizes for replacement water under the terms of the Bromley SWSP ( "RMCC's 70 <br />Fulton Ditch Shares," delivery of which is referred to as, "RMCC's Fulton Ditch delivery "). <br />1.1 The initial term of this Water Storage Lease for the Reserved Water <br />Storage shall be for ten (10) years from the Effective Date -(the "Initial Term "). <br />1.2 This Water Storage Lease shall be renewable after the Initial Term, and <br />thereafter, provided that it is then in good standing. Any such renewal may be for up' to an <br />additional ten (10) years and include the amount of Reserved Water Storage required for RMCC <br />2 <br />