The URL can be used to link to this page

Home My WebLink AboutC04-360 Colorado River Water Conservation District t,O/f., 3~D '" t 0 AGREEMENT This Agreement is made effective as of the q -f'^' day of tVov \ 2004, by and between the County of Eagle, Colorado, a political subdivision of the State of Colorado acting by and through its Board of County Commissioners ("County") and the Colorado River Water Conservation District, a political subdivision of the State of Colorado acting by and through its Colorado River Water Projects Enterprise ("River District"). RECITALS A. The River District is a shareholder in the Eagle Park Reservoir Company ("Company"), a nonprofit ditch and reservoir company created and existing under Colorado law. B. The County also is a shareholder in the Company, having purchased and currently holding 240 shares of Class A-Series 2 common stock (the "Subject Shares"). C. The County has no immediate need for use of the water attributable to its Company stock, but anticipates such needs in the future. The River District has an ongoing water marketing program regarding water available from the Company and other sources of supply owned or controlled by the River District. D. The County may act as a permitting authority in the future in review of projects proposed by the Company. AGREEMENTS NOW, THEREFORE, in consideration of the foregoing Recitals and the agreements made herein, the Parties agree as follows: 1. Assignment of Shares. Within 30 days of execution of this Agreement by the Parties, the County will execute an assignment transferring the ownership of the Subject Shares to the River District. Such assignment shall be made in consideration of this Agreement and the terms and conditions provided herein and not for any financial consideration paid by the River District to the County. Upon receipt of such assignment, the River District shall request and cause a new stock certificate to be issued by the Company reflecting the River District's ownership of the Subj ect Shares. The County will reimburse the River District for any stock assignment and certificate issuance fees charged by the Company. 2. Assessments~ After the River District has obtained the new stock certificate, the County shall reimburse the River District within 30 days of written invoice by the River District to the County for future assessments made by the Company on the Subject Shares. The County's obligation under this Agreement to pay the River District such assessments shall terminate and not apply to any of such shares that have been reassigned to the County or its assignees or for which River District contracts have been issued to the County or its assignees pursuant to paragraph 3 below. -1- Eagle County/Colorado River District Agreement 3. County's Use of Shares. The County may access and use the water supply available pursuant to the Subject Shares as provided below. A. Equivalent SupJJly and Increases or Decreases Thereof. The Subj ect Shares represent yield from the Eagle Park Reservoir Project in the amount of one acre foot of water yield per tem shares of stock (or 0.1 acre foot of water yield for each share of stock). Thus, the current amount of "Equivalent Supply" represented by the Subject Shares is 24 acre feet deliverable annually. The Equivalent Supply, i.e. the annual yield value of the Subject Shares, shall be increased to account for any increases in the yield of the Subject Shares attributable to Company agreements, efforts or benefits that are funded by the share assessments paid by the County hereunder. The Equivalent Supply, i.e. the annual yield value of the Subject Shares, shall be decreased to account for any decrease in yield of the Subject Shares attributable to factors beyond the control of the River District. B. Reassignment of Shares. 1. The County shall have the right to require the reassignment by the River District to the Co:unty or its assignee(s) of all or a portion of the Subject Shares. Such reassignment(s) shall be.made upon written notice by the County to the River District specifying the number of shares or fractions thereof to be reassigned. The assignment of fractions of shares shall be subject to any Company articles or bylaw provisions regarding such fractionalization. The River District shall have no obligation to reassign shares that it has under contract pursuant to subparagraphs 5 A. and B. below until such time as the contracts expire. 2. The County or its assignees shall pay the River District $500.00 for processing each reassignment and the County will pay for the stock assignment and certificate issuance fees charged by the Company. C. Equivalent River District Water Supply Contracts. The County may request and the River District shall issue Water Supply Contract( s) to the County or to its assignees for use in Eagle County by the delivery of either the River District's "Colorado River Supply" and/or "Eagle River Supply," as the same are currently described in the River District' s Water Marketing Policy (revision date April 21, 2004) or as it may be described in the future. 1. The limit on the amount of water supply annually available under all of such contracts shall be the "Equivalent Supply" as defined in subparagraph 3. A. above, less the amount of such Equivalent Supply represented by the Subject Shares reassigned to the County by the River District pursuant to subparagraph 3. B above, subject to the provisions of the River District's -2- Eagle County/Colorado River District Agreement Water Marketing Policy concerning the availability of contracted water supplies. 2. The County or its assignee( s) shall not be required to pay any fees or charges for such contract water supply except for standard contract application fees and annual operation and maintenance charges uniformly assessed to all River District contractees. 3. As this alternative is implemented, the shares of stock or fractions thereof derived from the Subject Shares that are equivalent to the amounts of contracted supply shall be owned by the River District free and clear from any other terms and agreements set forth herein; Provided, however, that any such water supply contracts shall contain a provision acceptable in form to both the River District and the County that upon the termination and/or non- renewal of the contract, the shares of stock representing the Equivalent Supply of contracted supply shall again become subject to the provisions of this Agreement if it has not terminated pursuant to paragraph 6 below, or if this Agreement has terminated at that time, that such shares shall be reassigned by the River District to the County at no cost, except that the County or its assignee(s) who hold such contracts shall pay for stock assignment and certificate issuance fees charged by the Company. D. Application to Converted Shares and Interests. The County's rights of reassignment and contract issuance shall apply to the Equivalent Supply of any stock or other interest that the River District is issued or receives by cancellation or conversion of the Subject Shares in any corporate reorganization, dissolution or other transaction affecting the Company and/or its stock classes and series. 4. Preservation of Shares. During the term ofthis Agreement, the River District shall not sell, assign, mortgage, pledge, or otherwise dispose of or specifically encumber its ownership interest in its shares of stock issued to it pursuant to the County's assignment and the implementation of this Agreement except as provided in paragraph 5 below. 5. River District's Use of Shares. A. The River District may use the water supply represented by the Subject Shares that have not been reassigned to the County in its water supply program, subject to the County's rights hereunder to obtain reassignment of shares and contracted water supplies. The River District shall pay the assessments on those specific Subject Shares that are contracted for use by others than the County or are otherwise used for River District purposes during that Project Year ( July through June) in a manner that does not provide a specific or generalized benefit to the County . -3- Eagle County/Colorado River District Agreement B. The River District shall notify the County annually, on or before March 1 of each year, regarding what amount of Equivalent Supply it desires to have available for use in its program in its upcoming Project Year (July through June). The County shall notify the River District within 60 days of receipt of such notice whether it may require reassignment of shares and/or contracts for use of any such Equivalent Supply during that upcoming Project Year. The River District shall not commit that it will provide to third parties the amount of such Equivalent Supply which the County so notifies the River District that it may require for such use. 6. Term. The term of this Agreement shall be 75 years or such earlier date upon which the County has obtained reassignment of all shares of stock that are subject to this Agreement as provided herein. Starting on the first anniversary date of this Agreement and on each subsequent annual anniversary thereafter, unless written notice to the contrary is provided by either the River District or the County to the other Party prior to the annual anniversary date, this Agreement shall automatically be renewed for an additional one-year term. After notice has been sent by either Party objecting to anyone-year term renewal, this provision shall not effectuate an automatic one-year term renewal in any subsequent year. 7. Miscellaneous Provisions. A. Notices. All notices, requests, and other communications pertaining to this Agreement shall be transmitted in writing and shall be deemed duly given when received by the Parties at their addresses stated below or at any subsequent addresses provided to the other Party in writing: NOTICE TO EAGLE COUNTY: County Attorney Eagle County Attorney's Office P.O. Box 850 Eagle, CO 81631 Telephone: (970) 328-8691 NOTICE TO RIVER DISTRICT: General Manager Colorado River Water Conservation District 201 Centennial St., Suite 200 P.O. Box 1120 Glenwood Springs, CO 81602 Telephone: (970) 945-8522 B. Assignments. The Parties shall not assign their rights or delegate their duties under this Agreement without the consent ofthe other Party, except that the County may assign its rights and delegate its duties in whole or in part to a water supply enterprise established by the County under Colorado law upon providing notice to the River District of any such assignment and delegation. -4- Eagle County/Colorado River District Agreement . . . C. Amendments. This Agreement may be amended by the Parties only in writing and in a form executed in the same manner as this Agreement. D. Authorizations. Each person executing this Agreement represents and warrants that they have been duly authorized by their Party to execute this Agreement and that they have the authority to bind that Party to the terms and conditions hereof. E. Appropriations. The Parties' financial obligations under this Agreement shall be subj ect to their annual budgeting and appropriation of funds for such purposes under Colorado law. F. Integrated Agreement. This Agreement constitutes the entire, integrated agreement between the Parties regarding the subject of this Agreement, and all prior negotiations, communications, and understandings regarding this subject matter are merged herein. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate originals. EAGLE COUNTY, acting by and through its Board of County Commissioners TO~ By Dated: tt(r( IS l( COLORADO RIVER W ATER CONSERVATION DISTRICT acting by and through its Colorado River W . ~ts EntTi&1, tAJiJ4 Dated: /D/26/0l/ I ~ ATTEST: By {( l~C-cl- R. Eric Kuhn, Secretary -5- Eagle County/Colorado River District Agreement