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HomeMy WebLinkAboutC15-210 Grand River LLC AGREEMENT FOR LEASE OF WATER RIGHTS THIS Agreement is made and entered into this day of M AV , 2015 between Eagle County, by and through its Board of County Commissioners (hereinafter referred to as "County") and Grand River LLC, a limited liability company with a principle place of business at 224 Central Drive, Briarcliff Manor, NY 10510-1213 (hereinafter referred to as "Grand River"). Collectively the County and Grand River shall be known as the Parties. WITNESSETH: WHEREAS, County owns Red Dirt Creek Open Space Parcel, a 228-acre parcel located approximately 16 miles up the Colorado River Road from Dotsero, further described as Eagle County parcel No. 1861-131-00-001 WHEREAS, Grand River owns the Colorado River Ranch, a 1,017 acre parcel located adjacent to the Red Dirt Creek Open Space Parcel. WHEREAS, both parcels maintain protected open space resources such as wildlife habitat, scenic landscapes, wetlands and public access points to the river. WHEREAS, the Parties are the appropriators of record with regard to certain water rights delivered through the Wilson and Doll ditch for irrigation of the respective parcels. WHEREAS, the Colorado River Ranch is a working ranch and, in furtherance of the County's goal to protect and enhance these regional agricultural heritage values, County is desirous of making certain portions of its water rights appurtenant to the Red Dirt Creek Open Space Parcel available to Grand River for use in its agricultural and ranching activities. WHEREAS, Grand River is desirous of utilizing such water pursuant to the terms and conditions of this Agreement for the storage of theater sets. NOW, THEREFORE, in consideration of the terms and covenants stated herein, including the rental amount,the sufficiency of which is hereby acknowledged, County and Grand River agree as follows: ARTICLE I Leased Water County hereby leases to Grand River, and Grand River hereby rents from County, the water described as 1 CFS of Priority No. 181, Administration Number 20427.19199, in the Wilson and Doll Ditch, which obtains its source of water from Red Dirt Creek, tributary to the Colorado River, all in Eagle County, Colorado (hereinafter referred to as "Water Right"). The Water Right is being leased "as is" and County makes no representation or warranty as to its legality, amount, or historical use value. ARTICLE II Term The term of this Agreement is for one (1) year commencing May 1, 2015, unless terminated earlier as specified herein. This Agreement shall automatically renew for four additional one (1)year terms unless terminated by either party. ARTICLE III Rent Grand River agrees to pay County a fixed amount of One (1) Dollar as the rental amount for the term of this Agreement. By executing below, County acknowledges receipt of this rental sum. Additionally, Grand River shall perform the necessary operation, repair and maintenance on the Wilson and Doll Ditch to deliver the Water Right during the term of this Agreement. By executing this Agreement, County is hereby granting Grand River all reasonable access to and across the Red Dirt Creek Open Space Parcel for the purpose of such operation, repair and maintenance. Grand River agrees to promptly repair any damage caused to the Red Dirt Creek Open Space Parcel from its access as granted herein. ARTICLE IV Use Grand River agrees to make beneficial use of the Water Right for agricultural purpose and keep the Water Right in effect. Grand River shall comply with all laws and regulations, whether of federal, state or local jurisdictions, applicable to the use of the Water Right. Grand River may not apply for a change of the Water Rights (place of use, point of diversion and manner of use) without County approval. Upon approval, County will have no duty in connection with the application except to affirm that it has agreed to lease the Water Right to Grand River. However, the County may participate in any proceeding regarding the Water Right, as it may choose in its discretion to do,to protect its interests. ARTICLE V Indemnification Grand River acknowledges that it uses the Water Right is at its own, sole risk. Grand River hereby releases County from liability for any costs, losses or damages of any nature whatsoever which Grand River may suffer as a result of its use of the Water Right, except for the misconduct of County. Additionally, Grand River will indemnify County and save County harmless from and against any and all liability for any costs, losses or damages of any nature whatsoever suffered or alleged to be suffered by any third party (including Grand River's members, directors, officers, employees and agents) as a result of Grand River's use of the Water Right and access to and across the Red Dirt Creek Open Space Parcel for operation, repair and maintenance services. ARTICLE VI Assignment and Subletting Grand River shall not assign this Agreement or any interest herein, or permit the use of the Water Right by any person or persons other than Grand River without County's prior written consent which may be withheld at County's sole discretion. ARTICLE VII Default Delinquency by either Party in the performance of or compliance with any of the obligations contained in this Agreement, for a period of ten(10) days after written notice thereof from the other Party, shall constitute a default of this Agreement. ARTICLE VIII Termination This Agreement may be terminated upon the occurrence of any of the following: a. Default of either Party in performance of its obligations hereunder; b. Written notification by either party that this Agreement will not renew for any subsequent term. Said termination date shall be given at least thirty (30) days prior to the expiration of the then-existing term; and c. Written notification by either party that this Agreement will terminate for any reason whatsoever, with or without cause, specifying the date of termination. Said termination date shall be no sooner than thirty (30) days from the date of notification. No such termination of this Agreement shall relieve either Party's liabilities and obligations under this Agreement. ARTICLE IX Notices All notices to be given with respect to this Agreement shall be in writing. Each notice shall be sent by registered or certified mail,postage prepaid and return receipt requested, or via electronic delivery to the party to be notified at the following address or at such other address as either party may from time to time designate in writing. County Grand River c/o Toby Sprunk c/oMichelle Dhanda toby.sprunk @eaglecounty.us dhanda5 @mac.com PO Box 850 224 Central Drive 500 Broadway Briarcliff Manor,NY 10510-1213 Eagle, CO 81631 Fax: n Ask Fax: ARTICLE X Entire Agreement,Amendments This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior oral or written statements, understandings or correspondence, if any, with respect thereto. This Agreement may be amended only by one or more Amendments executed in the same manner as this Agreement. ARTICLE XI Miscellaneous Provisions 1. If any portion of this Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. 2. This Agreement and all agreements herein contained shall bind the parties hereto and their heirs, personal representatives, successors and assigns. 3. This Agreement shall be construed in accordance with the laws of the State of Colorado. The parties stipulate and consent to the exclusive jurisdiction and venue of the District Court, Eagle County, Colorado, in any civil action which might arise under this Agreement. 4. The signatories below hereby represent and warrant that they have full authority to enter into this Agreement on behalf of the respective corporations. 5. No agent, employee or volunteer of either Party shall be deemed an agent, employee of the other Party. 6. The failure of either Party to exercise any right under this Agreement shall not be deemed a waiver of such party's right and shall not affect the right of such party to exercise at some future time the right or rights or any other right it may have under the Agreement. 7. The captions in this Agreement are for convenience of reference only, are not part of this Agreement and shall not define or limit any of the terms or provisions hereof. //REMAINDER OF PAGE INTENTIONALLY LEFT BLANK// IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. COUNTY: COUNTY OF EAGLE, STATE OF COLORADO By and Through its Board of County Commissioners By: .r/u1/4 /A.L1i 1. r . Kath Chandler-Henry, Chair • ATTEST: By: * ,, Teak Simonton 0 0 Clerk to the Board of County Commissioners GRAND RIVER: By: U �/ 5/1/15 Name: Michelle Dhanda Title: Partner