Memo

AGREEMENT TO ADOPT AND EXECUTE
A PERPETUAL CONSERVATION EASEMENT
AND AN
OPERATING AGREEMENT
BETWEEN THE LOUP BASIN RECLAMATION DISTRICT AND
THE STATE OF NEBRASKA GAME AND PARKS COMMISSION

THIS AGREEMENT made this day of, 2001, between the LOUP BASIN' RECLAMATION DISTRICT, hereinafter referred to as the "District", and the STATE OF NEBRASKA acting by and through the NEBRASKA GAME AND PARKS COMMISSION, hereinafter referred to as the "Commission", pursuant to Section 37-342, Reissue Revised Statutes of Nebraska, 1998,

WITNESSETH:

WHEREAS, the District intends to acquire title to certain lands and waters, known locally as the Sargent and Farwell Irrigation Districts, herein after referred to as the "projects", from the United States of America, Department of the Interior, Bureau of Reclamation; and

WHEREAS, the District and Commission mutually agree to adopt and execute both the attached Grant of Perpetual Conservation Easement and the attached Operating Agreement, upon the District's acquisition of all the projects; for portions of the above-referenced lands and waters, hereinafter referred to as the "Easement Lands", which lands have public use values for the development and enhancement of recreation fish, 'wildlife, agricultural and related purposes; and WHEREAS, the attached Grant of Perpetual Conservation Easement will constitute a perpetual servitude upon, and running with, the above-referenced "Easement Lands"; and

WHEREAS, the attached Operating Agreement sets forth each party's rights and responsibilities pertaining to the administration and control of the recreation, fish, wildlife, agricultural and related outdoor recreational resources associated with the above-referenced "Easement Lands" to be granted by the District to the Commission, and

WHEREAS, the Commission agrees to accept the attached Perpetual Conservation Easement and attached Operating Agreement upon transfer of title to projects; and

WHEREAS, the District and Commission each desire that following the grant, the Commission exercise exclusive administration of and control over recreation, fish, wildlife, agricultural and related outdoor recreational uses on the "Easement Lands:", including the operation and maintenance of the lands and facilities so specified;

NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, contents, and conditions herein contained, the participants hereto agree as follows:

(1) The District and the Commission enter into this Agreement for the purpose of confirming each party's intent to lawfully adopt and execute the attached Grant of Perpetual Conservation Easement and the attached Operating Agreement.

(2) The District and the Commission each will adopt and execute both the attached Perpetual Conservation Easement and Operating Agreement contemporaneously, or as soon thereafter as possible, following completion of the transfer of title of the projects to the District from the United States of America, Department of Interior, Bureau of Reclamation and,^,by the approval and execution of this Agreement, authorize and direct their respective officers to adopt and execute the same on their behalf.

(3) This Agreement shall become effective when signed by the Chairman of the Board of Directors of the District and by the Secretary, Nebraska Game and Parks Commission.

(4) Any portion of this. Agreement may be amended in writing at any time by mutual consent of both parties.

(5) The provisions of this Agreement shall bind the parties hereto, their successors and assigns.

(6) The Commission does not waive its sovereign immunity by entering into this contract and retains all immunities and defenses provided by law with regard to any action based on this Agreement. :The District does not waive any of its rights of governmental immunity or protection specifically granted by law to political subdivisions of the State or to irrigation or reclamation districts and retains all such rights with regard to any action based upon this Agreement.

(7) This Agreement and both the attached Grant of Perpetual Conservation Easement and the attached Operating Agreement, together, constitute the entire and complete agreement and summation of any and all negotiations and understandings between the parties hereto relative to the granted premises.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day" and year first above written.

LOUP BASIN RECLAMATION DISTRICT	NEBRASKA GAME & PARKS COMMISSION

Operating Agreement