Grand Avenue Pipeline Sample Clauses

Grand Avenue Pipeline. The City is a party to a certain Grand --------------------- Avenue Pipeline Participation Agreement dated November 14, 1988 (the "Participation Agreement"), pursuant to which a certain pipeline (the "Grand Avenue Line") was constructed by a non-profit corporation formed by one of the parties to the Participation Agreement. The City and the Company agree that the City's interest under the Participation Agreement (the "Interest") is an asset of the Water System. In connection with the Interest, the parties shall proceed as follows: (i) Each of Walnut Valley Water District ("Walnut Valley") and Valencia Heights Water Company ("Valencia"), the other parties to the Participation Agreement, had a right of first refusal to purchase a portion of the Interest. Valencia has, by letter to the City dated September 30, 1999, declined to purchase its portion of the Interest upon a sale thereof by the City. The City has, by letter dated January 7, 2000 and in form and substance satisfactory to the Company, notified Walnut Valley in writing that: (A) The City proposes to sell the Interest to the Company as a part of the Water System on the terms and conditions set forth in this Agreement; (B) The portion of the Purchase Price allocated to the Interest is $2,946,143; (C) Valencia has declined to exercise its right of first refusal and that Walnut Valley has indicated its intention to acquire the entire Interest; (D) Subject to Walnut Valley confirming its exercise of its right of first refusal, payment for the Interest will be in cash in the amount of $2,946,143 payable into the Escrow on the Closing Date against delivery of a mutually approved assignment and assumption agreement with Walnut Valley. The form and substance of the notice was approved in advance by the Company. Walnut Valley has exercised its right of first refusal by letter dated January 24, 2000. A copy of such letter shall be furnished to the Company. (ii) Assuming that Walnut Valley timely and properly confirms the exercise of its right of first refusal by deposit of such funds into Escrow, then: (A) Concurrently with the Closing, the City shall sell and assign the interest to Walnut Valley for $2,946,143; and (B) The Purchase Price paid by the Company shall be reduced by $2,946,143 (to $8,553,857). (iii) If Walnut Valley declines to confirm its exercise of the right of first refusal and fails to complete the purchase of the Interest at the time and in the manner set forth in the City's notice, then: (A)...
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(b) If the Environmental Investigation and Risk Management Report discloses areas of risk which, in the reasonable opinion of Aurizon Network, cannot be adequately managed by the proposals set out in the Environmental Investigation and Risk Management Report or, in the reasonable opinion of Aurizon Network, fails to identify and adequately deal with additional relevant environmental risks, then Aurizon Network may give notice to that effect to the Operator within thirty (30) days after the date on which the Environmental Investigation and Risk Management Report was received by Aurizon Network (or such other period as the Parties, acting reasonably, may agree), detailing the risks not so adequately managed or not so identified or adequately dealt with. If Aurizon Network does not give such notice, the Environmental Investigation and Risk Management Report, subject to Clause 9.1(k), shall be included in Part 1 of Schedule 9 and amendments made to this Agreement [(including variations to the Base Access Charges)] if applicable. [Bracketed text is only included where Operator pays non-TOP Access Charges] (c) If Aurizon Network gives notice pursuant to Clause 9.1 (b) the Operator may respond, by a date agreed by the Parties, with a written proposal which demonstrates how the Operator proposes to manage those risks (“Operator’s Proposal”). The Operator’s Proposal must: (i) contain an investigation of the areas of risk and/or additional relevant environmental risks referred to in Clause 9.1(b); (A) specify risk abatement or attenuation measures which the Operator proposes to undertake in relation to them; and/or (B) specify how the Access Charges might contain a component reflecting the cost to Aurizon Network of assuming all or some portion of the risk; (ii) in relation to paragraph (ii)(A) specify a timeframe for implementation of those measures; and (iii) specify details of any public consultation the Operator proposes to undertake in connection with the implementation of any such measures. (d) Aurizon Network may, acting reasonably, accept or reject all or part of the Operator’s Proposal. (e) If Aurizon Network accepts the Operator’s Proposal, then it will be incorporated into and form part of the Environmental Investigation and Risk Management Report which, subject to Clause 9.1(k), shall be included in Part 1 of Schedule 9 and amendments made to the Agreement [(including variations to the Base Access Charges)] if applicable. [Bracketed text is only included where Operator pays non-TOP Access Charges] (f) If the Operator fails to submit to Aurizon Network an Operator’s Proposal by the date agreed by the Parties or if Aurizon Network rejects all or part of the Operator’s Proposal, Aurizon Network may advise the Operator of the risks not adequately managed or not identified or adequately dealt with and then either Party may refer the issue of whether the Environmental Investigation and Risk Management Report and/or the Operator’s Proposal does or does not adequately manage or does or does not identify or adequately deal with the relevant environmental risks to an expert for determination in accordance with Clause 18.3. (g) If the expert determines that the Environmental Investigation and Risk Management Report and/or Operator’s Proposal does adequately manage the risks or identifies and adequately deals with the risks, then the Environmental Investigation and Risk Management Report as modified by the Operator’s Proposal (if applicable) will, subject to Clause 9.1(k), be accepted and included in Part 1 of Schedule 9 and amendments made to this Agreement [(including variations to the Base Access Charges)] if applicable. [Bracketed text is only included where Operator pays non-TOP Access Charges] (h) If the expert determines that the Environmental Investigation and Risk Management Report and/or Operator’s Proposal does not adequately manage the risks or does not identify and adequately deal with the risks, then provided the Operator amends the Environmental Investigation and Risk Management Report in accordance with the expert’s determination and/or recommendations within the time frame specified by the expert, the Environmental Investigation and Risk Management Report as amended will, subject to Clause 9.1(k), be accepted and included in Part 1 of Schedule 9 and amendments made to the Agreement [(including variations to the Base Access Charges)] if applicable. [Bracketed text is only included where Operator pays non-TOP Access Charges] (i) If the expert determines that the Environmental Investigation and Risk Management Report and/or Operator’s Proposal does not adequately manage the risks or does not identify and adequately deal with the risks and the Operator fails to amend the Environmental Investigation and Risk Management Report in accordance with the expert’s determination and/or recommendations within the time frame specified by the expert, Aurizon Network may terminate this Agreement by written notice to the Operator and the End User. (j) The Parties agree to implement the determination of the expert. (k) If: (i) an Environmental Investigation and Risk Management Report is included in Part 1 of Schedule 9; and (ii) amendments (if any) are made to this Agreement as a result of or in connection with that inclusion of the Environmental Investigation and Risk Management Report, then the commencement of the amendment of this Agreement to include the Environmental Investigation and Risk Management Report and those amendments is subject to and conditional upon the Operator being notified by Aurizon Network that all necessary amendments (if any) to the End User Access Agreement (including variations to the amounts payable by the End User) have been made in respect of such matters and any relevant nomination of the Operator by the End User in accordance with the End User Access Agreement has, if necessary, been varied.

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