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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Now therefore, the Parties hereto, for and in consideration of the mutual promises and
covenants hereafter set forth agree as follows:

1. THE ASSOCIATION

2.1 Establishment and General Pumose of the Association. The Parties hereby
establish the Animas-La Plata Operation and Maintenance Association to carry out the operation
and maintenance activities and responsibilities of the Parties for the ALP in accordance with the
provisions of this Agreement, the Enabling Law and the Act. The Parties shall be Members of
the Association. A purchaser of water under the ALP from a Party, however, does not
automatically entitle the purchaser to become a Member. See section 4.3. The Association is a
legal entity separate from its Members and formed for the purposes of determining and enforcing
rights, duties, and liabilities in contract and tort. This Agreement binds the Parties in
designating the mode of operation and maintenance of the ALP for the benefit of the Parties,
their successors, and assigns that receive and use water allocated by statute or contract~ It is
anticipated that the Association may enter into an agreement or agreements with the United
States and with other entities for the operation and maintenance of the ALP; in such case, the
Association will effectuate the operation and maintenance of the ALP in accordance with the
provisions of such agreement or agreements.

2.2 Status and Powers of the Association. The Association shall have the duties,
privileges, immunities, rights, liabilities, and disabilities of an association under the Act, and the
provisions of article 10.5 and 47 of title 11, CRS (2006) shall apply to monies of the Association.
Further, the functions, services, and general powers of the Association, to the extent permitted by
law, are set forth as follows:

a. To conduct its business affairs and all other legally permissible activities
for the benefit of the Parties and their successors or assigns that receive and use ALP
water allocated by statute or contract to the Parties.

b. To make and enter into contracts with the Parties, the United States, any
State or local governmental organization, or any individual, company, association, or
other entity.

c. To obtain the services of staff and outside consultants as appropriate to
carry out the functions and contractual obligations of the Association.

d. To operate and maintain the ALP in accordance with and pursuant to the
terms and conditions of any separate service or other agreements with the United States or
others pertaining to the operation and maintenance of the ALP.

e. To acquire, hold, lease (as lessor or lessee), sell or otherwise dispose of
any real or personal property utilized for operation or maintenance of the ALP.