Final Draft ALP Marketing Supply and Demand Study

United States Bureau of Reclamation ("Reclamation") to transfer operation, maintenance and
replacement of the ALP to the Association (defined below).
Now therefore, the Parties hereto, for and in consideration of the mutual promises and
covenants hereafter set forth, agree as follows.
2. THE ASSOCIATION
2.1 Establishment and General Purnosc of the Association. The Parties hereby
establish the Animas -La Plata Operation, Maintenance and Replacement Association
(-Association-) to carry out the operation, maintenance and replacement ("OM &R ") activities
and responsibilities of the Parties for the ALP in accordance with the provisions of this
Agreement. the Enabling Law, and the Colorado Uniform Unincorporated Nonprofit Association
Act. 7 -30 -101 et seq. CRS (2006) (the Act "). The Association is a Iegal entity separate from the
Parties and its Members and formed for the purposes of determining and enforcing rights and
duties.. and assuming liabilities in contract and tort. It is anticipated that the Association will
enter into an agreement or agreements with the United States and with other entities for the
U.t &R of the ALP.
2.2 Status and Powers of the Association. The Association is comprised of various
governmental entities, including political subdivisions of the State of Colorado and the State of
New !Mexico, and federally recognized Tribes, which each have a separate sovereign status. It is
not the intention of the Parties to bind any other Party in a way that undermines existing;
governmental immunities, except to the extent such immunities are specifically waived herein.
In addition. the Parties agree that the Act does not impose any liabilities or alter any immunities
that would otherwise be available to the Parties as governments or governmental political
subdivisions. 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 canter 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.
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