2015-09-22_HYDROLOGY - M1980110 - Laserfiche WebLink

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9. Payment. On the second day of January 2015, and on each succeeding January 2 thereafter, Aurora shall bill Lessee for all Reclaimed Wastewater it will deliver to Lessee during that calendar year of the Agreement as set forth in the Delivery Schedule (as may have been modified by the Parties pursuant to Paragraph 2(b) above, as well as any additional Reclaimed Wastewater that was added to the Delivery Schedule for any month during the preceding calendar year, pursuant to Paragraph 2(b) above. Payment with respect to any increases in the monthly delivery amounts made during the last year of this Agreement shall be due upon invoice by Aurora. All billing shall be done on such forms as designated by Aurora for that purpose. Payment by Lessee shall be due no later than forty-five (45) days after such bill has been issued. If Lessee does not make the required payment by the due date, Aurora may give Lessee a notice of default. If Lessee does not cure the default by making full payment within thirty (30) days of receipt of any notice of default, then Aurora, in addition to pursuing any other remedies available to it, may declare this Agreement terminated. Any delay in Aurora's invoicing for payments under this Agreement shall not constitute a breach of Aurora's obligations and shall not relieve Lessee of its obligations to pay all consideration due hereunder. If Aurora fails to deliver the entirety of the Reclaimed Wastewater it is otherwise required to deliver under this Agreement during any calendar year, Lessee shall be entitled to a credit equal to the Unit Rate multiplied by the volume of such undelivered Reclaimed Wastewater against the payment due with respect to the next calendar year except with respect to any such shortfall occurring over the last year of this Agreement in which case Aurora shall reimburse Lessee such amount promptly following notice from Lessee. 10. Non -Assignability and No Subleases. Neither Aurora nor Lessee may assign its rights or delegate its duties hereunder without the prior written consent of the other Party. Lessee may not sublease the Reclaimed Wastewater to which it is entitled pursuant to this Agreement without the permission of Aurora, which permission Aurora may grant or withhold at its discretion. 11. Successors and Assigns. This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, if any are allowed. The Parties intend that each Party shall not incur any liability other than those liabilities directly running to such Party or its assigns permitted under this Agreement if any. Each Party therefore covenants and agrees, to the extent permitted by law, to indemnify, save and hold harmless the other Party from all liability, cost or expense of any kind, including such indemnified Party's costs of defense to any other party arising in connection with or relating in any way to the execution, delivery or performance of any allowed assignment or any related document by the parties thereto or to the consummation of any transaction in connection with such documents. 12. No Rights Conferred. Except as otherwise provided in this Agreement, the Parties acknowledge that all Reclaimed Wastewater leased hereunder is intended for the present and future use of Aurora. It is further understood and agreed to by the Parties that this Agreement shall confer no rights in such Reclaimed Wastewater upon Lessee, nor shall any future needs of Lessee for water enable Lessee to make claim against Aurora for any of Aurora's Reclaimed Wastewater, other water or water rights. Lessee further acknowledges the statutory prohibition against vesting of a right for a continued lease expressed in CRS § 31-35-201 applies in these circumstances. 009411 0310 11688512.6