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CMC001044 <br />• <br />(d) Climax's Dam 4 Seepage Pumpback Obligations. In the event that Climax <br />terminates its operation of the Dam 4 Seepage Pumpback Facility pursuant to paragraph 9(a) of <br />the 1998 Agreement, the Reservoir Company will become solely responsible for all operation, <br />maintenance and repair obligations in connection with all electrical facilities located west of the <br />Robinson Seepage Pumpback Facility which serve the Facility and the Eagle Park Reservoir <br />Delivery Facilities. <br />(e) Robinson Seepa eg Pumpback Facility. Pursuant to paragraph 9(b) of the <br />1998 Agreement, Climax is obligated to operate and maintain the Robinson Seepage Pumpback <br />Facility at anytime that water captured by any component of the Robinson Seepage Pumpback <br />Facility does not meet the water quality standards of the East Fork of the Eagle River as <br />determined by the Colorado Department of Health. Upon such compliance with water quality <br />standards for the East Fork of the Eagle River and its tributaries, Climax shall have no obligation <br />to install or maintain electrical facilities in the Eagle River basin, and the Reservoir Company <br />will be solely responsible for all operation, maintenance and repair operations in connection with <br />all electrical facilities which sdrve the Facility and the Eagle Park Reservoir Delivery Facilities <br />that are located west of the nearest electrical facilities that are utilized and maintained by Climax. <br />This paragraph shall not otherwise modify the obligations of Climax under paragraph 9(b) of the <br />1998 Agreement. <br />6. Reservoir Land Conveyances. At the closing provided for in paragraph 4 above <br />or within 30 days of the termination under paragraph 12 below, Climax shall. execute and deliver <br />to the Reservoir Company the special warranty deed for the Reservoir Enlargement Lands in the <br />form of the attached Exhibit 13; and the Reservoir Company shall execute an deliver to Climax <br />the special warranty deed for the Surplus Lands in the form of the attached Exhibit 14. To the <br />extent any boundary line adjustments are required from Eagle County for the foregoing <br />conveyances, the Parties shall mutually cooperate in obtaining such approvals from Eagle <br />County. In the event such approval cannot be secured for whatever reasons, the Parties agree to <br />substitute easements for the special warranty deeds to affect the intent of these conveyances. <br />7. Default; Remedies. In the event of default hereunder by any party, the remedies <br />upon default are as set forth below unless otherwise provided for in this Agreement. The <br />remedies of the parties shall survive any termination of this Agreement. <br />(a) A default shall be deemed to have occurred if either party breaches its <br />obligations hereunder and fails to cure such breach, for non-payment of sums hereunder, within <br />five days of receipt of written notice by the non-breaching party specifying the breach, and for <br />all other breaches, within 30 days of receipt of notice of such breach. <br />(b) Upon any default by either party, the non-defaulting party shall be entitled <br />to seek any available remedies under law or equity (including, without limitation, specific <br />performance and/or damages) and the prevailing party shall also be entitled to recovery of its <br />reasonable attorneys' fees, expert witness fees, and court costs. <br />8. Governing Law. This Agreement shall be governed and construed in accordance <br />with the laws of the State of Colorado. <br />fd 10297 5 <br />