2011-03-14_REVISION - M1977493 (60)

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CM0001043 0 structure and associated facilities (the Pump House Parcel")and an easement to the Reservoir Company in the form of the attached Exhibit 11 for rights of ingress and egress to the Pump House Parcel and associated pipeline and power corridors; and (iii) an easement to the Reservoir Company in the form of the-attached Exhibit 12 for the wetlands required as mitigation for the issuance of the 404 Permit and rights of ingress and egress thereto required to maintain said mitigation wetlands. The escrow agent shall be the same as the escrow agent under paragraph 3(a) above. In the event this Agreement terminates pursuant to paragraph 12 and closing of the Pumpback Conversion Option does not occur pursuant to paragraph 4 below, the escrowed documents provided for in this paragraph 3 (b) shall be returned to Climax. During the period that the aforementioned documents are in escrow, Climax shall have the exclusive use of the easement lands. 4. Closing. The closing on the Pumpback Conversion Option shall occur within 30 days of the date that the conditions set forth in paragraph 2 above have been satisfied. At such closing, (a) the escrowed deeds and amendment provided for in paragraph 3 (a) above shall be released from escrow and delivered to Climax, and (b) the escrowed bill of sale, deed and easements provided for in paragraph 3(b) shall be released from escrow and delivered to the Reservoir Company. At closing, the parties shall further execute and deliver the assignments provided for in paragraphs 2(b) and 2(c), and the deeds provided for in paragraph 6 below. 5. Electrical Power. k (a) Power to East Fork Pumpback and Eagle Park Reservoir. Climax shall - provide a connection to its existing power lines and power facilities in order to provide the Reservoir Company with electricity to the Facility and to Eagle Park Reservoir. Climax shall provide such electrical power to the Reservoir Company as a "master meter operator" as that term is defined in C.R.S. § 40-1-103.5 (2004). Climax shall install, operate, maintain, and repair, at its own expense, all new power facilities necessary to provide electricity to the Facility and Eagle Park Reservoir from Climax's existing electrical power facilities, including without limitation all new power lines necessary to deliver such electricity, and a new "check-meter". The check-meter shall meter all electricity used by the Reservoir Company to operate the Facility and the Eagle Park Reservoir Delivery Facilities as provided for?in paragraph 2(c) of the 1998 Agreement. Climax shall bill the Reservoir Company for the electrical power actually used by the Reservoir Company as metered at the check-meter, at the same rate that Climax is charged for electricity by the serving public utility. ' (b) Master Meter Operator. Climax agrees to obtain an exemption from Colorado Public Utility Commission regulation pursuant to C.R-S. § 40-1-103.5 (2004) as a "master meter operator." The Reservoir Company will cooperate with Climax to obtain such exemption. (c) Indemnification, The Reservoir Company agrees to indemnify, defend, and hold harmless Climax from any and all claims, obligations, liabilities, costs, and expenses incurred (including reasonable attorneys fees) arising from any interruption in electrical power as provided for in this paragraph if such failure is not within the reasonable control of Climax. M102E7 4