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HomeMy WebLinkAboutC24-314 Kolorado River Ranch_lease of water rights1 AGREEMENT FOR LEASE OF WATER RIGHTS THIS Agreement is made and entered into ________________, between Eagle County, by and through its Board of County Commissioners (hereinafter referred to as “County") and Kolorado River Ranch LLC, a limited liability company with a principal place of business at 9800 Metcalf Ave, Floor 5. Overland Park, Kansas 66212-2216 (hereinafter referred to “KRR”). Collectively the County and KRR 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; and WHEREAS, KRR owns the Colorado River Ranch, a 1, 017-acre parcel located adjacent to the Red Dirt Creek Open Space Parcel; and WHEREAS, both parcels maintain protected open space resources such as wildlife habitat, scenic landscapes, wetlands and public access points to the river; and 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; and 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 KRR for use in its agricultural and ranching activities; and WHEREAS, KRR is desirous of utilizing such water pursuant to the terms and conditions of this Agreement for agricultural purposes. NOW, THEREFORE, in consideration of the terms and covenants stated herein, including the rental amount, the sufficiency of which is hereby acknowledged, County and KRR agree as follows: ARTICLE I Leased Water County hereby leases to KRR, and KRR hereby leases 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 Docusign Envelope ID: 22D89F9A-BBB7-4850-9682-E24C22F24AEF 7/23/2024 2 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 effective January 1, 2024 unless terminated earlier as specified herein. This Agreement shall automatically renew for four (4) additional one (1) year terms unless terminated by either party. ARTICLE III Rent KRR agrees to pay County a fixed amount of One (1) Dollar as the rent for the Water Right for the term of this Agreement. By executing below, County acknowledges receipt of this rent. Additionally, KRR 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 KRR all reasonable access to and across the Red Dirt Creek Open Space Parcel for the purpose of such operation, repair and maintenance. KRR agrees to promptly repair any damage caused to the Red Dirt Creek Open Space Parcel from its access as granted herein. ARTICLE IV Use KRR agrees to make beneficial use of the Water Right for agricultural purposes and to keep the Water Right in effect. KRR shall comply with all laws and regulations, whether of federal, state or local jurisdictions, applicable to the use of the Water Right. KRR 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, if any, County will have no duty in connection with the application except to affirm that it has agreed to lease the Water Right to KRR. 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 KRR acknowledges that it uses the Water Right is at its own, sole risk. KRR hereby releases County from liability for any costs, losses or damages of any nature whatsoever which KRR may suffer as a result of its use of the Water Right, except for the misconduct of County. Additionally, Docusign Envelope ID: 22D89F9A-BBB7-4850-9682-E24C22F24AEF 3 KRR will indemnify, defend and save County harmless from and against any and all liability for any costs, losses, claims, damages, liabilities or actions of any nature whatsoever suffered or alleged to be suffered by any third party (including KRR's members, directors, officers, employees and agents) as a result of KRRs use of the Water Right and/or KRR’s entry onto and across the Red Dirt Creek Open Space Parcel for operation, repair and maintenance services; and KRR shall reimburse County for any and all attorneys’ fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such cost, losses, claim, damage, liability or action. ARTICLE VI Assignment and Subletting KRR shall not assign this Agreement or any interest herein, or permit the use of the Water Right by any person or persons other than KRR 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. Docusign Envelope ID: 22D89F9A-BBB7-4850-9682-E24C22F24AEF 4 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: Open Space and Natural Resources Dept. ℅ Peter Suneson peter.suneson@eaglecounty.us PO box 850 Eagle, CO 81631 KRR: Kompass Kapital Management LLC ℅ Courtney Conrad cconrad@kompasskapital.com 9800 Metcalf Ave, Floor 5 Overland Park, Kansas 66212-2216 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. Docusign Envelope ID: 22D89F9A-BBB7-4850-9682-E24C22F24AEF 5 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. 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: __________________________________ Matt Scherr, Chair ATTEST: By: __________________________________ Clerk to the Board of County Commissioners Kompass Kapital Management, LLC on behalf of Kolorado River Ranch LLC By: __________________________________ Name: Courtney Conrad Title: Chief Legal Counsel Docusign Envelope ID: 22D89F9A-BBB7-4850-9682-E24C22F24AEF