BOARD00151 ‎(2)‎

• Board Meeting Date: 3/12/2007
• Description: WSP Section - Animas-La Plata Project Updates - Intergovernmental Agreement Establishing the ALP Operations and Maintenance Association and Proposed Concept Paper
• Board Meetings - Doc Type: Memo

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virtue of the uncured default to Parties/Members on a proportionate basis and the balance. ifany.
to a third partv. Lun_uumu.uuu_mm___humuu____umummuhhuh_mhh _mu_uu_h____mhum-------1 ~:;c': (THISSTllLNEEDS

4.3 Binding Effect and Assignability. The terms and obligations contained in this
Agreement shall be binding upon, and shall inure to the benefit of, the Parties, their successors
and assigns, if any. All PartiesIMembers shall receive written notice of an assignment of any
interest in the ALP or in the Association by a Party within 30 days of such assignment. The
written notice of assignment must include the status of the assignor's voting rights in the
Association as a result of the assignment in accordance with section 3.2. LQ!!~_e_~_.J>ll~Atv~~~~mm-.-----
its interest entirely in any interest in the ALP under the Enabling Law, that Party shall no longer
be a Member in the Association and its successor(s) shall hold Membership rights. A
PartylMember may be released of its obligations and duties under this Agreement only upon
receipt of written consent from all the then existing Members, and such consent shall not be
unreasonably withheld.

. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _uu _ _ _ _ _ _ uu _u u u _ _ _ _ _ _ u u _ u _ _ _ _ _ uu _ _ _ _ _ _ _ _ _ _ u _ _u_ _ u_ _ _ __ u_ _ u _ u _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _u _ _ __ _ _ _ _ _ _u _ _ _ _ .--- -{ Deleted: .
4.4 No Third Partv Beneficiaries. This Agreement is intended to describe the rights
and responsibilities as to the Parties hereto. This Agreement is not intended and shall not be
deemed to confer any rights on any person or entity not named as a Party hereto, unless an
assignment has been made with proper notice pursuant to section 4.3.

Draft 12.11.06

4.5 Severability. Invalidation of any of the provisions of this Agreement or ofany
paragraph, sentence, clause, phrase, or word herein, or the application thereof in any circumstance,
shall not affect the validity of the remainder of this Agreement.

4.6 Amendment. This Agreement, including the incorporated exhibits, may not be
amended or modified except by an amendment in writing signed by all Parties.

4.7 Governmental Immunity. The Parties agree that no provision in this Agreement
nor any action undertaken by a PartyIMember or its officials and employees pursuant to this
Agreement shall constitute a waiver of any right, immunity, or protection provided a
Party/Member under applicable tribal. state or federal law. Notwithstanding the previous
sentence, the Parties waive governmental immunity to allow for iudicial declaratory and/or
iniunctive relief to reQuire a PartvIMember to comply with its obligations under this Agreement. L-----.-
The waiver of governmental immunity is expressly for nonmonetary relief.

4.8 Governing Law and Proper Venue. This Agreement is governed by the laws of
the State of Colorado. Any judicial enforcement action required to resolve a dispute arising out

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Deleted: No Member. bowever. sban
have more than one vote on the
Management Committee.

Deleted: the enforcement of any rights
of a Party/Member under this Agreement
for judicial declaratory and/or injunctive
relief to require a PartylMember to
comply with its obligations under this
AgreemenL