Final Draft ALP Marketing Supply and Demand Study

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 OM&R of the ALP.
C. To acquire, hold, lease (as lessor or lessee), sell or otherwise dispose of
any teal or personal property utilized for OM &R of the ALP.
To sue and be sued in its own name.
B. To adopt, by resolution, policies and/or procedures respecting the exercise
of its powers and carrying out of its purpose.
h. To exercise any other powers that are essential to the provision of
functions. services, or facilities by the Association and that are specified in this
i t
...Agreement or in any separate ant or agrftments among tht Association, the
Parties. the United States, or others.
2.3 Membership.
There shall be six (6) Members of the Association. and the initial Members shall be the
Parties to this Agre:meni.
2.3.1 A"doonat Member. At the time of execution of this Agreement, the State
of Colorado has not exercised its statutory entitlement to acquire an interest in the ALP. Ifit
acquires an interest of at least 780 acre feet of annual depletions (or 1,560 acre feet of ALP water
supply) no later than when the Final Cost Allocation (as defined in the Hnabling Law) has been
completed, then the State entity that owns the interest shall become a Party to this Agreement and
a Member of the Association, subject to the Association's acceptance of that entity's applicable
contract provisions, and the number of Members shall be enlarged to seven (7).
2.3.2 'i)Msfers of AI.P lnt Mgs by Members. It is anticipated that Members may
assign or otherwise transfer some or all of their interests in the ALP to third parties. All Parties
and Members shall receive written notice of a transfer of any interest in the ALP or in the
Association by a transferring Party/Member within 30 days of such transfer. '[lie written notice
of transfer trust include the status of the transferor's and transferee's voting rights in the
Association as a result of the transfer. Once a transferor divests its interest entirely in the ALP.
the transferor shall no longer be a Member in the Association and its successor(s) shall hold the
membership rights. A Party/Member may be released of any or all 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 as long as the transferee can demonstrate it
is finially capable of assuming the obligations set forth in this Agreement based on the
reasonable application of standards normally applied by persons operating writer storage projects.
The Parties agree that the City of Durango and ALPWCD meet the financial criteria ofthis
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