Ordinance 2021-1804 - Laserfiche WebLink

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including "electronically" to the extent all Closing Obligations are verified occur by Closing. b. Conditions Precedent to Closing. Satisfaction of each of the following matters is a condition precedent to the Closing: (i) First Right of Refusal. Pursuant to Article XIII of the Ditch Company Bylaws, the Ditch Company shall decline to exercise its "First Right of Refusal" to acquire the Water Stock on the terms and conditions of this Agreement. Within ten (10) days after the effective date of this Agreement, the City shall forward the offered terms and conditions of this Agreement to the Secretary of the Ditch Company, after which the Ditch Company shall have ninety (90) days to accept or reject the offer based on such terms and conditions (the "First Right of Refusal"). (ii) Ditch Company Approval. The Ditch Company shall approve the sale of the Water Stock from the City to CK Ventures and agree to issue a new stock certificate identifying CK Ventures as owner of the Water Stock on terms and conditions acceptable to the City and CK Ventures. Within ninety (90) days after the Effective Date of this Agreement, CK Ventures shall prepare an application to the Ditch Company for such approval. Thereafter, CK Ventures, at its sole expense, but with the cooperation of the City, shall seek such approval, and CK Ventures shall be responsible for the prosecution of such application, including but not limited to presentations to the Ditch Company and any appeal. The Parties acknowledge that the Ditch Company process includes, but not by way of limitation, review and approval pursuant to the Ditch Company's "Catlin" bylaws. Any expenses of the Ditch Company for which reimbursement is required shall be the sole responsibility of CK Ventures, including Ditch Company engineering and legal fees and costs. If the Ditch Company fails to provide the approval required by this paragraph on or before one hundred eighty (180) days after the application is submitted to it, CK Ventures may, in its sole discretion and by notice to the City, either extend the time of Closing as required to complete the approval process, but in no event later than March , 2022, or may terminate this Agreement. If the Agreement is so terminated, the Earnest Money shall be returned to CK Ventures within ten (10) days after such notice. (iii) FRICO Approval of the Facilities. The City has secured an agreement with the Farmers Reservoir and Irrigation Company (hereinafter, "FRICO") authorizing the City to use and/or construct facilities to transport certain water rights within FRICO's Marshall Lake Division (hereinafter, "Marshall Division") to Big Dry Creek. The documents shall be in the form and substance acceptable to the City, and the City shall have sole discretion to determine the satisfaction of this condition. c. Requirements of Closing. Page 6 of 13