Water Supply and Demand Study 1/13/11

States Bureau of Reclamation ("Reclamation ") to transfer operation, maintenance and
mant of the ALP to the Association (defined below).
Now therefore, the Parties hereto, for and in consideration of the mutual promises and
rits hereafter set forth, agree as follows.
THE ASSOCIATION
2.1 Etablishment and General Porrnose of the Asswiation The Parties hereby
v. ablish the Animas -La Plata Operation, Maintenance and Replacement Association
V Association') to carry out the operation, maintenance and replacement MM &R ") activities
aj id responsibilities of the Parties for the ALP in accordance with the provisions of'this
grtiement. the Enabling Law, and the Colorado Uniform Unincorporated Nonprofit Association
•t. 7- 30-101 et seq. CRS (''fib) (the "Act"). The Association is a legal entity separate from the
P ies and its Members mud formed for the purposes of determining and enforcing rights and
d ties. and assuming liabilities in contract and tort. it is anticipated that the Association will
ter into an agreement or agreements with the United States and with outer entities for the
(l &R of the ALP.
2? 5203 and Powers of the Association. The Association is comprised of various
rcramental entities. including political subdivisions of the State of Colorado and the State of
iv Mexico. and federally recognized Tribes, which each have a separate sovereign status. It is
the intention of the Parties to bind any other Party in a way that undermines existing
ro.mu ental immunities, except to the extent such immunities are specifically waived hem-in.
addition, the Parties agree that the Act does not impose any liabilities or alter any immunities
I would otherwise be available to the Parties as governments or governmental political
divisions. The Association shall have the duties, privileges. immunities, rights, liabilities, and
abilities of an association under the Act, and the provisions of article 10.5 and 47 of title 11.
S (2006) shall apply to monies of the Association. Further, the functions, services, and
end 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 AI.P
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 convactual obligations of the Association.
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