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7. Payment of Assessments. Aurora will continue to timely pay all assessments and fees <br />associated with the Meredith Reservoir Water during the Term. Chris Tomky will continue to pay <br />all assessments and fees associated with the Twin Lake Shares during the Term. <br />8. Transit Losses. Each Party assumes all responsibility for transit losses associated with <br />carriage of the'water from the Delivery Point to the place of use. <br />9. Water Use Accounting. For each calendar year of the Term and for accounting purposes <br />only, Aurora will add the Twin Lakes Shares to the shares it owns in the Twin Lakes Reservoir <br />and Canal Company. For each calendar year of the Term, Aurora will provide reporting and <br />accounting for the Meredith Reservoir Water delivered to the Delivery Point. All other accounting <br />or reporting required by the Colorado State Engineer, the Division 2 Engineer, or any other lawful <br />authority concerning the water that is the subject of this Agreement, including proof of the usability <br />of the Meredith Reservoir Water and conveyance to the Delivery Point will be the responsibility <br />of the Party owning the water right. <br />10. Water Ouality. The Parties make no guaranty or warranty regarding the quality of the water <br />that is the subject of this Agreement, including the presence or absence of any particular water <br />quality constituent. <br />11. Parties to Obtain Any Necessary Permission. The Parties agree that it will be their sole <br />obligation and risk to obtain any necessary permission for the withdrawal, diversion, carriage, <br />exchange, storage or use of the water that is the subject of this Agreement after the water is <br />delivered to the Delivery Point. Each Party agrees that it will cooperate with the other Party in its <br />efforts to obtain any required quantification, permissions or approvals to the extent those efforts <br />are consistent with this Agreement, and so long as those efforts do not result in any significant <br />expense to the Party. However, the Parties may not change in any way, in any decree, permit, <br />license, agreement or element of or related to the water rights and other rights that are part of and <br />comprise the sources of the water that is the subject of this Agreement. Each Party specifically <br />recognizes and agrees that it must follow all applicable statutes, rules, regulations, and lawful <br />administrative orders regarding its transportation and use of the water after it is delivered to the <br />Delivery Point. <br />12. Right of First Refusal. During the Term, Chris Tomky grants Aurora a right of first <br />refusal for purchase of the Twin Lake Shares. Aurora's right of first refusal applies to any written <br />agreement for purchase or purchase of associated storage right on any number or portion of the <br />Twin Lakes Shares, but does not apply to transfers to or among persons or entities related to Chris <br />Tomky. To exercise its right of first refusal, within forty-five days after receipt by Aurora of a <br />bona fide fully -executed purchase contract, Aurora must provide written notice to Chris Tomky of <br />its intent to purchase together with a non-refundable cash earnest money deposit equal to the cash <br />earnest money specified in the purchase contract. Aurora's election to purchase shall be subject to <br />no contingencies except title, which contingency shall be deemed waived unless Aurora provides <br />Chris Tomky with a notice of termination of its rights pursuant to this paragraph within 10 days of <br />receipt of Aurora's written notice of intent to purchase. Closing on the purchase shall occur on a <br />mutually acceptable day following Aurora's notice of exercise. If closing occurs later than the day <br />specified in the purchase contract, or more than 60 days following Aurora's notice of exercise of <br />3 <br />