9 a.m. - Northern Water · water following the Board’s initial RPP allocation in March. Directors had several questions for ... Following additional discussion, the Board joined

9 a.m.

I. Preliminary Items

A. Call to Order – Chairman Applegate

B. Public Comment on Non-Agenda Items – Chairman Applegate

II. Routine Items

A. Minutes of August 11, 2016, Board Meeting – Chairman Applegate Action: Motion to Approve

Doc 1

B. Minutes of August 4, 2016, Planning & Action Session Meeting Chairman Applegate Action: Motion to Approve

Doc 2

C. Financial Matters 1. Treasurer’s Report – Don Carlson Action: Motion to Accept

Doc 3

2. Finance Committee – August Disbursements –Kenton Brunner Action: Motion to Approve

Doc 4

3. Quarterly PFM Update – Judy Skram Doc 5

D. Allotment Contract Applications 1. Standard Applications – Sherri Rasmussen

Action: Motion to Approve

Doc 6

E. Inclusions – NONE

III. Consent Agenda

A. Amendment to the June 25, 2015 Consulting Services Agreement with Buirgy Consulting, Inc. – Alan Berryman

Action: Motion to Approve Consent Agenda

Doc 7

IV. Discussion and/or Action Items

A. Investment Outlook & 401(a) and 457 Plan Investment Status – Gordon Tewell

B. General Liability Property Insurance – Minerva Lee Action: Motion to Approve

Doc 8

C. 1st Amendment to Money Purchase Plan – Minerva Lee Action: Motion to Approve

Doc 9

D. 2nd Amendment to Group Pension Plan – Minerva Lee Action: Motion to Approve

Doc 10

Northern Water Board Meeting Agenda September 8, 2016 Page 2

IV. Discussion and/or Action Items (continued)

E. Amendment No. 22 to ERO Consulting Services Agreement – Carl Brouwer Action: Motion to Approve

Doc 11

F. Condition Assessment contract with Mott MacDonald – Amy Johnson Action: Motion to Approve

Doc 12

G. Resolution D-1278-09-16 in Support of Initiative 2015-16, No. 96; AKA Amendment 71 – Eric Wilkinson Action: Motion to Approve

Doc 13

H. Resolution D-1279-09-16 for Forward Guidance of Assessment Increases – Jerry Gibbens Action: Motion to Approve

Doc 14

V. Monthly Reports

A. Northern Integrated Supply Project Water Activity Enterprise 1. Update – Carl Brouwer 2. Public Affair – Brian Werner

B. O&M Reports 1. Storage and Delivery Summary – Sarah Smith

Doc 15

2. O&M Activities – Don Carlson Doc 16

C. Legal Matters – Legal Counsel 1. Water Court Litigation 2. Other Litigation 3. Administrative Proceedings 4. Legislation 5. Other Legal Matters

Doc 17

VI. Informational Items

A. Directors Reports

B. Other Matters – Eric Wilkinson

1. Watershed and Forest Health Tour (invite only) – Oct. 4, 2016 2. Audit Committee Meeting – Oct. 6, 2016 3. South Platte Forum – Oct. 26-27, 2016, at the Embassy Suites

in Loveland 4. Finance Committee Meeting – Nov. 3, 2016 5. Fall Waters Users Meeting – Nov. 9, 2016, at the Best Western

Plaza in Longmont 6. NWRA Convention – Nov. 14-16, 2016, at the Hotel Del

Coronado in San Diego California 7. Colorado River Water Users Association Annual Conference –

Dec. 14-16, 2016, at Caesars Palace in Las Vegas

Doc 18

VII. Executive Session (see note below)

A. Potential Negotiations and Litigation B. Personnel Matters

Northern Water Board Meeting Agenda September 8, 2016 Page 3

NOTE

The Executive Session listed above may be canceled at the discretion of the Board of Directors at the commencement of, or during, this meeting.

An informational discussion among Directors concerning Agenda items may occur before this meeting at

approximately 8:30 a.m.

NORTHERN COLORADO WATER CONSERVANCY DISTRICTMINUTES OF BOARD MEETING HELD AT

NORTHERN WATER HEADQUARTERS BOARD ROOMAugust 11, 2016

I. PRELIMINARY ITEMS

A. Call to Order

The Board of Directors of the Northern Colorado Water Conservancy District (Northern Water) metpursuant to call. Present were: President Applegate and Directors William H. Brown, Bill Emslie,Sue Ellen Harrison, Don Magnuson, Rob McClary, John Rusch, Brad Stromberger,Dale Trowbridge, Dennis Yanchunas and Leslie J. Williams, Jr. Vice President Kenton Brunner wasabsent.

The following staff members were present: General Manager Eric W. Wilkinson; Assistant GeneralManager–Operations Division Don Carlson; and Legal Counsel Peggy Montaño and Bennett Raley.See the attached list for additional staff and guests in attendance.

B. Public Comment

President Applegate asked for public comment on non-agenda items. Mr. Kent Peppler, representingthe Highland Ditch Company, addressed the Board and discussed: (1) the type of water year farmerson the Highland Ditch have experienced; (2) the fact that the irrigation season has turned sharplydrier during the past 6 to 8 weeks; (3) the need for additional irrigation water, and the lack ofaffordable irrigation water on the rental market; and (4) the Highland Ditch Company’sdisappointment that the Board did not make a second allocation of Regional Pool Program (RPP)water following the Board’s initial RPP allocation in March. Directors had several questions forMr. Peppler regarding the Highland Ditch Company’s search for additional rental water. Followingadditional discussion, the Board joined President Applegate in thanking Mr. Peppler for hiscomments and attendance at the meeting.

C. Executive Session

President Applegate asked for a motion to convene in Executive Session to discuss matters that maybe the subject of negotiations as authorized by Colorado Revised Statutes, Section 24-6-402(4)(e)as well as to receive specific legal advice. Mr. Wilkinson stated the topics of discussion would be:(1) recent Weld County District Court-ordered mediation regarding the petition to Weld CountyDistrict Court regarding Northern Water’s Storage and Parking Agreement Rule; and (2) attorney-client privileged communications regarding the Coal Ridge Ditch Company. Director Magnusonmoved to convene in Executive Session following the public portion of the meeting. Director Ruschseconded the motion and it passed unanimously.

PRELIMINARY - SUBJECT TO CHANGE

Page 2 Northern Water MinutesAugust 11, 2016

D. Public Rule-Making Hearing

Preview & Legal Basis

At 11 a.m. President Applegate opened the continuation of the July 14, 2016, public formal rule-making hearing regarding potential Board adoption of a proposed Rule Governing theSubcontracting of Beneficial Use of Colorado-Big Thompson (C-BT) Project Allotment Contracts(Subcontracting Rule) and associated Procedures Governing the Subcontracting of Beneficial Useof C-BT Project Allotment Contracts (Subcontracting Procedures). He provided a brief preview ofthe hearing agenda and the order of the proceedings. Ms. Montaño stated the hearing had beenpublished as required by the Water Conservancy Act and was being audio-recorded. She thenprovided the Board with the legal basis and need for the hearing.

Proposed Subcontracting Rule Presentation & Board Discussion

Mr. Jim Hall, Project Manager–Senior Water Resources Engineer, briefly previewed his presentationand provided the Board and hearing attendees with a brief history of this issue and a recap of theJuly 14, 2016, hearing. Mr. Hall then discussed and reviewed the most current version of theSubcontracting Rule and associated Subcontracting Procedures. Mr. Hall referred to the followinglist of exhibits while making his presentation:

• Document 1: Proposed Subcontracting Rule• Document 2: Proposed Subcontracting Procedures• Document 3: Written comments received at the July 14, 2016, Rule-Making Hearing• Document 4: Written comments received from the City of Fort Collins on August 4, 2016,

and written comments received from the City of Greeley on August 5, 2016,and written comments received from the Tri-Districts on August 9, 2016.

Following Mr. Hall’s presentation, President Applegate asked if the Board had any questions forMr. Hall regarding the Subcontracting Rule. There were none.

Public Comments

President Applegate next opened the hearing to public comment. He referred to a Public TestimonySign-Up Sheet and the following individuals provided public testimony:

• Andy Nicewicz representing the City of Greeley• Michael Cook, representing the Little Thompson Water District•The testimony presented during the public hearing was audio-recorded. Note: Please contactNorthern Water’s Records Administrator, Ms. Chris Pigg, for a record of each speaker’s testimony,corresponding questions from the Board, and written submissions to the Board accepted into theofficial transcript.


President Applegate asked if there was any additional testimony or public comment. There was none.

Board Discussion and Motion

A lengthy general discussion ensued regarding the adoption of the Subcontracting Rule andSubcontracting Procedures, as presented and discussed by Mr. Hall, including staff recommendedchanges, as well as changes recommended by members of the public, to the Subcontracting Rule.Following consideration, discussion and Board direction and action on these recommended changes, Director Yanchunas moved to adopt the Subcontracting Rule and Subcontracting Procedures, aspresented and discussed by Mr. Hall, including staff recommended changes, as well as changesrecommended by members of the public, to the Subcontracting Rule. Director Williams secondedthe motion and it passed unanimously.

President Applegate thanked members of the public for their attendance at the hearing and input tothe Subcontracting Rule and Subcontracting Procedures.

II. ROUTINE ITEMS

A. Minutes of July 14, 2016, Board Meeting

President Applegate next asked for a review of the July 14, 2016, Board meeting minutes.Director Stromberger moved to approve the minutes as submitted. Director Emslie seconded themotion and it passed unanimously.

B. Minutes of July 7, 2016, Board Planning & Action Session Meeting

President Applegate next asked for a review of the July 7, 2016, Board Planning and Action Sessionmeeting minutes. Director Brown moved to approve the minutes as submitted. Director McClaryseconded the motion and it passed unanimously.

C. Minutes of July 19, 2016, Finance Committee Meeting

President Applegate next asked for a review of the July 19, 2016, Finance Committee meetingminutes. Director McClary moved to accept the minutes as submitted. Director Williams secondedthe motion and it passed unanimously.

D. Financial Matters

Treasurer’s Report

President Applegate next requested a report on financial matters. Mr. Don Carlson, Treasurer,directed the Board's attention to the Treasurer’s Report and reviewed and discussed Northern Watercash receipts, disbursements and transfers, bond reserves, other reserves, and transactions as of July31, 2016, for the Northern Water funds. Following questions and discussion, Director Trowbridge


moved to accept the Treasurer's Report as submitted. Director McClary seconded the motion and itpassed unanimously.

Disbursements Report

President Applegate next asked for a report of the Finance Committee. Mr. Carlson referred to thedisbursements for July 2016. Following questions and discussion, Director Brown moved to approvepayment of the July disbursements as submitted. Director Rusch seconded the motion and it passedunanimously.

E. Allotment Contract Change Applications

President Applegate next asked for a presentation of the allotment contract change applications.Ms. Sherri Rasmussen, Allotment Contracts Specialist, referred to a list entitled “Applications forChange of Water Allotment Contracts” dated August 11, 2016.

APPLICATIONS FOR CHANGEOF WATER ALLOTMENT CONTRACTS

August 11, 2016

Acre-FootUnits New Allottees S.T.R.

% of Total

Water Supply

Base CBT

AcreFoot Units

Current Allottee Co-Applicant S.T.R.

STANDARD APPLICATIONS

Name Changes

1. Estate of Elvera D. Carlson 7-6-64 46 Carlson, Robert L. 7-6-64 46

Allotment Transfers

2. Evans Ranch, LLC et al. 29/31/32-5-68 50 City & County ofBroomfield

TU 50

3. Evans Ranch, LLC et al. 29/31/32-5-68 50 City & County ofBroomfield

TU 50

4. Markham Family Limited Partnership 15-4-68 33 Markham Family LimitedPartnershipLittle Thompson WaterDistrict

15-4-68

Corp

27

6

59% going to Domestic TOTAL 179 TOTAL 179


Allotment Contract Change Application No. 1 (Name Change)

Ms. Rasmussen stated the one Name Change Application included a total of 46 acre-foot units beingtransferred. She briefly discussed the application. Director Williams moved to approve AllotmentContract Change Application No. 1 as presented, contingent upon: (1) the application meeting allstatutory requirements, rules, and criteria previously established by the Board, including the criteriaof the Interim Base Water Supply Policy; (2) completion of all prescribed public records checks; and(3) payment by applicants of all costs and charges due Northern Water. Director Emslie secondedthe motion and it passed unanimously.

Allotment Contract Change Application Nos. 2-4 (Allotment Transfers)

Ms. Rasmussen stated the three Standard Allotment Transfer Applications included a total of 133acre-foot units being transferred. She briefly discussed the applications. Director Rusch moved toapprove Allotment Contract Application Nos. 2-4 as presented, contingent upon: (1) the applicationsmeeting all statutory requirements, rules, and criteria previously established by the Board, includingthe criteria of the Interim Base Water Supply Policy; (2) completion of all prescribed public recordchecks; and (3) payment by applicants of all costs and charges due Northern Water. DirectorTrowbridge seconded the motion and it passed unanimously.

F. Inclusions

The Board had no proposed inclusions to consider or discuss.

III. CONSENT AGENDA

President Applegate next asked for consideration of the Consent Agenda.

A. Health Insurance Premium Approval

This item was previously presented and discussed during the Board’s August 4, 2016, Planning andAction Session, and should be considered by the Board as part of the Consent Agenda. This item isconsideration of a health insurance premium from HM Insurance totaling $367,664 for fiscal year(FY) 2017. Director Rusch moved to approve the Consent Agenda. Director Emslie seconded themotion and it passed unanimously.

IV. DISCUSSION & ACTION ITEMS

A. Town of Frederick Agreement for Eagle Business Park Urban Renewal Project

Mr. Carlson next referred Directors to copies of the Town of Frederick’s Eagle Business Park UrbanRenewal Authority Property Tax Increment Revenue Sharing Agreement. He reminded Directors thatthis matter was previewed during the August 4, 2016, Planning and Action Session. Mr. Carlson


stated that Frederick’s Eagle URA was the town’s second such proposal including tax incrementfinancing. He briefly reviewed the agreement, including specifics about Northern Water’s 1 mil advalorem tax. Director Yanchunas moved approval of the Frederick’s Eagle Business Park UrbanRenewal Authority Property Tax Increment Revenue Sharing Agreement as presented. DirectorWilliams seconded the motion and it passed unanimously.

B. Horsetooth Reservoir Excess Capacity Contract

Mr. Wilkinson next referred Directors to copies of a U.S. Department of the Interior, U.S. Bureauof Reclamation, Contract Among the United States, Northern Water and the Individual Tri-DistrictParticipants (East Larimer County Water District [ELCWD], Fort Collins-Loveland Water District[FCLWD] and North Weld County Water District [NWCWD], for excess capacity service of non-project municipal and industrial water through the C-BT Project facilities (Horsetooth ReservoirExcess Capacity Contract). Mr. Wilkinson reminded Directors that this matter was previewed duringthe August 4, 2016, Planning and Action Session. He briefly reviewed details of the HorsetoothReservoir Excess Capacity Contract, which is a long-term 40-year agreement. Director McClarymoved approval of the Horsetooth Reservoir Excess Capacity Contract as presented. DirectorYanchunas seconded the motion and it passed unanimously.

C . Hansen Supply Canal Exchange Capacity Agreement

Mr. Wilkinson next referred Directors to copies of a proposed long-term Agreement by and between Northern Water and ELCWD, FCLWD and NWCWD, collectively referred to as the Tri-Districts,for use of exchange capacity in Northern Water’s Hansen Supply Canal (HSC) (HSC ExchangeCapacity Agreement). Mr. Wilkinson reminded Directors that this matter was previewed during theAugust 4, 2016, Planning and Action Session. He briefly reviewed HSC Exchange CapacityAgreement. Director Williams moved approval of the HSC Exchange Capacity Agreement aspresented. Director Trowbridge seconded the motion and it passed unanimously.

V. MONTHLY REPORTS

A. Northern Integrated Supply Project

Mr. Brian Werner, Communications and Records Department Manager, briefly reviewed recentpublic outreach and media activities, as well as a series of meetings related to the NISP alternativeconveyance configuration. He also discussed the relocation of the South Platte Water ConservationProject’s Galeton Reservoir slightly to the northwest, to avoid oil and gas well activities.

B. Operations and Maintenance Reports

Water Storage & Delivery Summary

Ms. Sarah Smith, Water Resources Engineer, referred the Directors to a PowerPoint presentation andreviewed: (1) C-BT Project storage as of August 1, 2016; (2) C-BT Project 2016 deliveryobligations; (3) 1957-2016 August 1 C-BT Project reserves; (4) West Slope Collection System


summary; (5) miscellaneous C-BT Project delivery statistics and delivery summary; (6) NorthernWater drought index; (7) July precipitation across Colorado and within Northern Water boundaries;(8) the July 12, 2016, and August 9, 2016,U.S. Drought Monitor index maps; (9) a summary of localwater storage; (10) May 1, 2016 forecasted streamflows as compared to observed flows for the UpperColorado River Basin, as well as the South Platte River Basin tributaries; and (11) near-term andlong-term weather and precipitation outlooks.

O&M Activities

Mr. Carlson next referred Directors to the monthly Operations & Maintenance (O&M) Report in theBoard packet. He briefly reviewed the following activities; (1) the U.S. Bureau of Reclamation’s(Reclamation) comprehensive facilities review (CFR) of Lake Granby’s dams and dikes, as well asthe Hansen Feeder Canal; and (2) recent electrical engineering work. Mr. Carlson encouragedDirectors to give him a call if they had any questions regarding recent O&M activities.

C Legal Matters

President Applegate next asked for a discussion of legal matters.

Water Court Litigation

A. Case No. 16CW3093 - Water Division No. 1

Ms. Montaño reported staff and counsel recommend filing a statement of opposition in CaseNo. 16CW3093, an application by William and Paulette Seaworth (Seaworth) for new water rights,a change of Taylor and Gill Ditch water rights, and a plan for augmentation for a gravel pit pondlocated west of Taft Hill Road in Fort Collins (formerly owned by Martin Marietta). The applicantsare seeking to change the use of 2.184 cfs of the Taylor and Gill Ditch water rights. Ms. Montañonoted that the pond depletions and the Taylor and Gill Ditch water rights are within the SPWCP’sexchange reach, as well as the area of general concern on the Poudre River for the NISP water rights.She stated that legal counsel recommended Northern Water file a Statement of Opposition in CaseNo. 16CW3093 primarily to protect the SPWCP and NISP water rights from injury that couldpotentially result from the proposed change of water rights and plan for augmentation. Followinga brief discussion and questions, Director Magnuson moved that Northern Water file a statement ofopposition in Case No. 16CW3093 as recommended. Director Emslie seconded the motion and itpassed unanimously.

Other Litigation

A. Injunction Against EHC Concrete

Mr. Raley discussed the current status of an injunction filed by Northern Water in Weld CountyDistrict Court against EHC Concrete, Incorporated (EHC), of Thornton. Staff members witnessed


and filmed an EHC employee and tank truck either pumping water from or releasing water into theSouth Platte Supply Canal (SPSC), and then later releasing a dark liquid material onto the groundin the vicinity of the SPSC.

Other Matters

Ms. Montaño next reported Ms. Freeman is working with staff, Mr. Nichols and the West Slope onjoint comments on Reclamation’s proposed statement of purpose and need pursuant to the NationalEnvironmental Policy Act (NEPA), which will initiate Reclamation’s formal process to identify,evaluate, and potentially implement appropriate measures to address Grand Lake Clarity.Reclamation intends to finalize the statement before the week of August 22, 2016.

Finally, Ms. Montaño reported briefly on: (1) efforts by staff and counsel to properly include landsreceiving C-BT Project water from entities which pursued annexations but failed to include theannexed lands into Northern Water boundaries; (2) efforts during the 2016 Colorado legislativesession to amend the Colorado Open Records Act (CORA); and (3) ongoing discussions hosted byColorado Secretary of State Wayne Williams regarding CORA.

Ms. Montaño stated that counsel had nothing further to report unless the Board had specificquestions. The Board had no questions for counsel.

VI. INFORMATIONAL ITEMS

A. Directors Reports

There were no Director reports.

B. Other Matters

President Applegate asked for a discussion of other matters.

Mr. Wilkinson reminded Directors of the last remaining 2016 East Slope C-BT Project tour onAugust 18, 2016.

Finally, Mr. Wilkinson reminded Directors that the Colorado Water Congress (CWC) SummerConference will be held August 24-26, 2016, at the Sheraton Steamboat Resort, as well as an August23, 2016, tour of C-BT Project West Slope facilities.

Mr. Wilkinson stated that staff had no other matters to bring before the Board.

VII. EXECUTIVE SESSION

President Applegate convened in Executive Session to consider negotiation strategy as noted inSection I of these minutes.


Following the conclusion of the Executive Session, President Applegate reconvened the NorthernWater Board meeting.

There being no further business to come before the Board, President Applegate adjourned themeeting.


ADDITIONAL STAFF AND GUESTS IN ATTENDANCE AUGUST 11, 2016

STAFF

Zach Allen Communications SpecialistAlyssa Alpe Records Data AnalystJudy Billica Water Quality SpecialistJoe Clark Information Technology Department ManagerMarilyn Conley Inclusion AdministratorDon Cumpsten Facilities & Equipment Department ManagerJeff Drager Deputy Manager–Engineering DivisionDoris Farnham Senior Systems AdministratorJerry Gibbens Project Manager–Water Resources EngineerMatthew Gloe Water Quality EngineerJim Hall Project Manager & Senior Water Resources EngineerEric Harrington Facilities & Equipment MechanicKelly Ippolito Help Desk TechnicianLiz Larmon Administrative Support Specialist/Contracts CoordinatorMinerva Lee Human Resources & Administrative Services Department ManagerChris Pigg Records AdministratorAndy Pineda Water Resources Department ManagerGreg Silkensen Assistant Communications ManagerSarah Smith Water Resources EngineerSherri Rasmussen Allotment Contracts SpecialistBrian Werner Communications & Records Department ManagerBrad Wind Deputy Manager–Operations Division

GUESTS

Kevin Bergschneider HDRDan Burke Tri-State Generation & Transmission AssociationAlex Castino Larimer CountyTim Clancy Flood & PetersonMike Coleman Precision WaterMichael Cook Little Thompson Water DistrictTodd Doherty Western Water PartnershipJim Hibbard Little Thompson Water DistrictMatt Lecerf Town of FrederickLeif Lesoing Tri-DistrictsErin Messner City and County of BroomfieldAndy Nicewicz City of GreeleyJerry Peña GEI ConsultantsKent Peppler Highland Ditch Company


Nick Sekich Highland Ditch CompanySusan Smolnik City of Fort Collins

BOARD OF DIRECTORS, NORTHERN COLORADO WATER CONSERVANCY DISTRICT &

MUNICIPAL SUBDISTRICT,NORTHERN COLORADO WATER CONSERVANCY DISTRICT

MINUTES OF PLANNING & ACTION SESSIONHELD AT NORTHERN WATER HEADQUARTERS BOARD ROOM

August 4, 2016

I. PRELIMINARY ITEMS

A. Call to Order

Board members present were: Northern Colorado Water Conservancy District (Northern Water)President Mike Applegate, Northern Water Vice President Kenton Brunner; Municipal Subdistrict,Northern Colorado Water Conservancy District (Subdistrict) President Dennis Yanchunas,Subdistrict Vice President William H. Brown; and Directors Bill Emslie, Don Magnuson,Rob McClary, John Rusch, Dale Trowbridge and Leslie J. Williams, Jr.Directors Brad Stromberger and Sue Ellen Harrison were absent.

The following staff members were present: General Manager Eric W. Wilkinson, Assistant GeneralManager–Engineering Division Alan Berryman, Assistant General Manager–Operations DivisionDon Carlson, and Legal Counsel Lisa Thompson. See the attached list for additional staff and guestsin attendance.

B. Public Comment

Northern Water President Applegate asked for public comments on non-agenda items. There wereno public comments. Mr. Wilkinson briefly discussed the addition of agenda item IX-E, WesternArea Power Administration (WAPA) Agreement to Relocate Power Line at Chimney HollowReservoir Site.

II. PRESENTATION OF PROPOSED FISCAL YEAR 2017 BUDGETS

A. Proposed Fiscal Year 2017 Working Budget

During the May 12, 2016, Northern Water Board meeting, Directors appointed Mr. Eric Wilkinson,General Manager; Mr. Don Carlson, Assistant General Manager–Operations Division;Mr. Brad Wind, Deputy Manager–Operations Division; Mr. Jerry Gibbens, Project Manager–WaterResources Engineer; and Mr. John Budde, Financial Services Department Manager, as budgetofficers to finalize the fiscal year (FY) 2016 year-end budget, to prepare the FY 2017 budget, andto provide a comparison between the FY 2017 proposed budget and the FY 2016 year-end budget.The budget officers prepared and submitted a narrative report to the Board comparing the FY 2016year-end budget and the proposed FY 2017 budget to the FY 2015 actual budget and the FY 2016

PRELIMINARY - SUBJECT TO CHANGE

Page 2 Planning & Action Session MeetingAugust 4, 2016

proposed budget. Staff distributed FY 2016 and FY 2017 budget summaries to Directors for theirreview prior to this meeting.

During the Northern Water Budget Hearing, the Board will consider approving and adopting theproposed Northern Water budgets. Northern Water’s fiscal year ends on September 30 of each year.Mr. Carlson reported Northern Water had fulfilled all statutory requirements for preparing thebudgets, including publishing a Notice of Hearing in all counties located wholly or partly withinNorthern Water boundaries. The budgets reflect Northern Water’s revenues and expendituresassociated with providing supplemental water for agricultural, municipal, domestic, and industrialbeneficial water uses within Northern Water boundaries.

Budget Reports

Mr. Carlson reported that on Tuesday, July 19, 2016, the Northern Water Board and SubdistrictBoard Finance Committees met and reviewed the FY 2016 year-end budget and the proposedFY 2017 budgets. He then referred Directors to copies of the proposed FY 2017 Northern Water andMunicipal Subdistrict Budget Summaries, and a PowerPoint presentation. Mr. Carlson encouragedthe Board to ask questions as he proceeded through the budget reports.

Mr. Carlson proceeded with the PowerPoint presentation concerning Northern Water’s budgets anddiscussed: (1) Northern Water’s budget process; (2) a brief overview of the agenda for the budgetpresentations; (3) 2010-2017 Northern Water revenues and expenses; (4) 2006-2017 Northern Waterrevenue (ad valorem tax and specific ownership revenue, assessments, billings for services);(5) 2006-2017 Northern Water expenditures; (6) FY 2017 major capital investments; (7) NorthernWater remaining debt (Pole Hill Canal improvements, Horsetooth Reservoir modernization of dams,and the Northern Water Building Corporation’s debt for the Northern Water headquarters);(8) Northern Water employee pension liability; (9) 2010-2017 Southern Water Supply Project(SWSP) revenues and expenses; (10) 2010-2017 Pleasant Valley Pipeline Project (PVP) revenuesand expenses; (11) 2010-2017 Northern Integrated Supply Project (NISP) revenues and expenses;(12) Robert V. Trout Hydropower Plant construction costs, annual revenue and remaining debt;(13) Granby Hydropower Plant construction costs, annual revenue and remaining debt; (14) 2011-2017 Northern Water Hydropower Water Activity Enterprise (WAE) revenue and expenses; (15) theColorado-Big Thompson (C-BT) Project 5-year work plan; and (16) Northern Water’s WaterActivity Enterprises’ 5-year work plan.

Mr. Carlson continued with a PowerPoint presentation concerning the Subdistrict’s budgets anddiscussed: (1) the Windy Gap (WG) Project (construction and project specifications,); (2) 2006-2015averaged WG Project pumping and water deliveries; (3) 2010-2017 WG Project revenues andexpenses; (4) Windy Gap Firming Project (WGFP) total project budget and investment to-date;(5) 2010-2017 WGFP revenues and expenses; (6) 2012-2017 Subdistrict revenues and expenses; and(7) the Subdistrict Windy Gap Project and WGFP 5-year work plans.


III. NORTHERN WATER RATE & BUDGET HEARING

A. Call to Order

Northern Water President Applegate called the Northern Water Rate and Budget Hearing to order.

B. Objection to Assessments

Northern Water President Applegate asked if there were any objections concerning Northern Water’scurrent water assessments, which are collected from existing C-BT Project contract allottees. Therewere no objections or public comments at the meeting, and Mr. Carlson noted that staff had notreceived any written comments objecting to current water assessments.

Recent & Current Allotment Contract Water Assessment Rates

Type 2014 2015 2016Irrigation $10.00 $10.90 $17.60Municipal/Domestic $28.00 $30.50 $35.90Industrial $28.00 $30.50 $35.90Multi-Purpose $28.00 $30.50 $35.90Unit 2 Service Charge $ 0.50 $ 1.00 $ 1.50Tax Exempt Charge $ 0.50 $ 0.00 $ 0.00Winter Service Charge $ 1.50 $ 1.50 $ 1.50

C. Northern Water Budget Hearing

Salary Structure Adjustment

Mr. Carlson next referred Directors to a PowerPoint presentation and reviewed: (1) filled, open andtotal full-time equivalent (FTE) employee positions; (2) vacant and proposed funded positions;(3) FY 2017 summary of positions; (4) 2010-2016 salary structure adjustments; and (5) informationregarding the impact of a 1.5 percent, 2.0 percent and 2.5 percent salary structure adjustment on theproposed FY 2017 budget. Mr. Carlson reminded the Board that it had full discretion on any salarystructure adjustment. Following a brief discussion, Northern Water Vice President Brunner movedthat the Board make a 2.0 percent adjustment to Northern Water’s salary structure for FY 2017.Director Emslie seconded the motion and it passed unanimously.

Allotment Contract Water Assessment Rate Hearing

Northern Water President Applegate continued the Northern Water Rate Hearing by requesting adiscussion of allotment contract water assessments. Mr. Carlson noted the following staffrecommendations regarding allotment contract water assessment rates for FY 2017:

• $24.90 per-acre foot unit for irrigation water users


• $42.20 per acre-foot for municipal, industrial and multi-purpose water users

Following several comments, questions and a brief discussion, Director Williams moved thatNorthern Water make the following changes to its allotment contract water assessments asrecommended by staff: (1) increase the allotment contract water assessment from $17.60 to $24.90per-acre foot unit for irrigation water users; and (2) increase the allotment contract water assessmentfrom $35.90 to $42.20 per acre-foot for municipal, industrial and multi-purpose water users.Northern Water Vice President Brunner seconded the motion and it passed unanimously.

Fee Charges

Northern Water President Applegate continued the Northern Water Rate Hearing by requesting adiscussion of fees. Mr. Carlson stated staff recommended only one fee changes for FY 2017, anincrease in the Name Change/Estate Planning Fee from $70 to $300, due to the amount of staff timenow involved in this process when compared to an allotment contract transfer. Mr. Carlson statedthat staff did not recommend any additional fee changes for FY 2017.

Following additional discussion and questions, Northern Water Vice President Brunner moved thatNorthern Water increase the Name Change/Estate Planning Fee from $70 to $300 for FY 2017 asrecommended by staff. Director Emslie seconded the motion and it passed unanimously.

Ad Valorem Mill Levy Resolution

Mr. Carlson next directed the Board’s attention to Ad Valorem Mill Levy Resolution D-1271-08-16.This resolution certifies to the County Commissioners for the counties within the boundaries ofNorthern Water the collection of a one mill ad valorem levy, the revenues from which are to beplaced into Northern Water's General Fund. Northern Water Vice President Brunner moved to adoptResolution D-1271-08-16 as presented. Director McClary seconded the motion and it passedunanimously.

NORTHERN COLORADO WATER CONSERVANCY DISTRICTRESOLUTIOND-1271-08-16

AD VALOREM MILL LEVY

WHEREAS, it is the duty of the Board of Directors of Northern Colorado WaterConservancy District, as provided by law, in each year to determine the amount ofmoney necessary to be raised by ad valorem taxation, taking into consideration othersources of revenue of Northern Water, and to fix a rate of levy, which when leviedupon every dollar of assessed valuation will raise the amount required for NorthernWater to supply funds for paying the costs of all construction obligations; forproviding the services required to conserve, allocate, and control the water suppliesof Northern Water; for paying the expenses of administration, engineering, operation,


maintenance, repair, and replacement of the works, facilities, and properties ofNorthern Water; and for paying the expenses of such other business functions andactivities as found by said Board to be necessary and convenient; and

WHEREAS, the Repayment Contract between Northern Water and the United States,Contract No. 9-07-70-W0020, was submitted to and approved by vote of thequalified electors of Northern Water, which contract states in part “…Northern Watershall levy not less than one mill tax on property within Northern Water as authorizedby the Water Conservancy Act of Colorado…” in order to operate and maintainNorthern Water functions and facilities; and

WHEREAS, C.R.S. § 37-45-122 limits the rate of levy to one mill on the dollar ofassessed valuation of property within Northern Water after delivery of water from theworks of Northern Water and Northern Water is not increasing the levy above onemill, which levy was in existence for years prior to November 4, 1992; and

WHEREAS, C.R.S. § 29-1-301 as amended, does not apply to a conservancy districtif the property tax revenue increase results from a contractual obligation which hasbeen approved by a majority of the qualified electors of the taxing authority; and

WHEREAS, the Board of Directors found and determined that water has beendelivered; is being delivered; and will continue to be delivered from the works ofNorthern Water;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of NorthernWater does now estimate the amount of money to be raised by ad valorem taxationfor the year of 2016, to be collected in the calendar year of 2017, is approximately$17,776,000; and said Board of Directors does hereby fix the rate of levy of one millto be levied upon every dollar of assessed valuation of property, both real andpersonal, within Northern Colorado Water Conservancy District for the year 2016;and

BE IT FURTHER RESOLVED, that the Board of Directors of Northern Water doesnow certify to the Board of County Commissioners of Boulder, Larimer, Weld,Morgan, Washington, Logan, and Sedgwick Counties, and the City Council of theCity and County of Broomfield, in the State of Colorado, said rate of one mill, sofixed for said purposes of Northern Water to be levied upon every dollar of assessedvalue on all property within Northern Water in said counties and city and county asaforesaid, and does now direct that at the time and in the manner required by law forlevying of taxes for county and city and county purposes, said Boards of CountyCommissioners and City Council shall levy said tax of one mill upon each dollar ofassessed valuation of all property, real or personal, within Northern Water, in their


respective counties and city and county, in addition to such other taxes as may belevied by such Boards of County Commissioners and City Council; and

BE IT FURTHER RESOLVED, that all officers having authority to levy and collectsuch taxes within each said county and city and county, levy and collect such taxesin the form and manner as county and city and county taxes are collected and whencollected to pay same to Northern Colorado Water Conservancy District, all asprovided by the Water Conservancy Act of Colorado, C.R.S. §§ 37-45-101 et seq.

Class D Special Assessment Resolution

Mr. Carlson then referred Directors to Class D Special Assessments Resolution D-1272-08-16. Hestated staff recommends adoption of this resolution, which gives Northern Water the authority tocollect special assessments upon those lands to which Class D Allotment Contracts are attached.Director Brown moved to adopt Resolution D-1272-08-16 as presented. Director Magnusonseconded the motion and it passed unanimously.


COLLECTION OF CLASS D SPECIAL ASSESSMENT

WHEREAS, the Board of Directors of Northern Colorado Water ConservancyDistrict has heretofore made Class “D” allotments of water, as provided by law, andsuch allotments are attached to certain lands within Northern Water; and

WHEREAS, the Northern Water Board has caused to be recorded in the counties inwhich said lands are located, the petitions of the owners of the land and the attachedOrders of the Board for the allotments so made; and

WHEREAS, to levy and collect special assessments upon those lands having Class“D” allotments, the Board of Directors of Northern Water is required, on or beforethe first day of October of each year, to certify to the County Assessors of thecounties within Northern Water in which such lands are located, the amount of theannual installment to be collected on the tax roll as a flat special assessment againstthe lands for which such water was petitioned and allotted; and

WHEREAS, the Board has certified to the County Assessors in each of the countiesin which such allotments have been made, a list of the lands and the amount of suchannual installments in dollars to be collected against said lands; and


WHEREAS, the Northern Water Board has computed the aggregate total of suchinstallments to be collected in each of the counties and such totals shall approximatebut not exceed the following:

BOULDER $ 80,000.00LARIMER $130,000.00LOGAN $ 1,000.00MORGAN $ 10,000.00WELD $315,000.00

NOW, THEREFORE, BE IT RESOLVED, that under the provisions of the WaterConservancy Act, C.R.S. §§ 37-45-101 et seq. all officers or bodies having authorityto levy and collect special assessments within their jurisdiction shall so levy in theyear 2016 and collect such special assessments in the year 2017 as are hereinprovided, in the time, form, and manner and with like interest and penalties as specialassessments are collected, and when collected, shall pay the same to NorthernColorado Water Conservancy District.

All Sources of Revenue Resolution

Mr. Carlson next referred the Board to Resolution D-1273-08-16 concerning the collection of allsources of revenue. This resolution authorizes Northern Water’s General Manager and Treasurer tocollect all other sources of revenue legally available for Northern Water purposes in FY 2017.Director Emslie moved to adopt Resolution D-1273-08-16 as presented. Director Trowbridgeseconded the motion and it passed unanimously.


COLLECTION OF ALL SOURCES OF REVENUE

WHEREAS, it is the duty of the Board of Directors of Northern Colorado WaterConservancy District, as provided by law and in compliance with the District -United States Contract No. 9-07-70-W0020, formerly Contract 11r-1051, andsupplements thereof, to provide such revenues, in addition to those arising fromtaxation and special assessments, as will fulfill the purposes and obligations of saidDistrict; and

WHEREAS, said Board has fixed the rate of tax levy for the calendar 2016collectable in 2017 in the estimated amount of $17,776,000 and has levied the Class"D" special assessments for 2016, also collectable in 2017 in the estimated sum of$536,000; and


WHEREAS, said Board has adopted its budget for all funds and appropriated theaggregate sum of $42,453,919 for the Fiscal Year 2017.

NOW, THEREFORE, BE IT RESOLVED, that the General Manager and Treasurer of said District are hereby authorized and directed to collect from alloutstanding contracts for District water supplies or services and, further, to collectfrom all other revenue sources legally available to this Board, a sum which, withrevenues from taxation and Class "D" special assessments, will provide theaggregate revenues required to meet the sum appropriated for all District purposesin 2017.

Appropriation Resolution

Mr. Carlson next referred the Board to Appropriation Resolution D-1274-08-16. Thisresolution calls for the adoption of the proposed FY 2017 budget for Northern Water, theSWSP Water Activity Enterprise, the PVP Water Activity Enterprise, the NISP WaterActivity Enterprise, and the Hydropower Water Activity Enterprise. Director Trowbridgemoved to adopt Resolution D-1274-08-16 as presented. Director Rusch seconded the motionand it passed unanimously.


APPROPRIATION RESOLUTION

WHEREAS, the Board of Directors of Northern Colorado Water Conservancy District appointed; Eric W. Wilkinson, Secretary and GeneralManager; Donald C. Carlson, Treasurer and Assistant General Manager -Operations Division; Bradley D. Wind, Deputy Manager - Operations Division;Jerry Gibbens, Project Manager/Water Resources Engineer; and John Budde,Financial Services Department Manager; of said District to prepare a Budget forFiscal Year 2017; and they have submitted the same to said Board and caused tobe published the requisite Notice of Hearing;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors ofNorthern Colorado Water Conservancy District hereby approves and adopts theBudget of the Northern Colorado Water Conservancy District Fund as submittedby the duly appointed Budget Officers and appropriates the aggregate sum of$33,150,094 for Fiscal Year 2017, for the purpose of paying the costs of allcontractual obligations; meeting the expenses required to conserve, allocate, and


control the water supplies of the District including the expense of construction,administration, and engineering; the annual rental debt service for the Certificatesof Participation Series 2012: and the expenses for the transaction of all such otherbusiness functions and activities as found by said Board to be necessary andconvenient; and

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors ofNorthern Colorado Water Conservancy District hereby approves and adopts theBudget as submitted by the duly appointed Budget Officers and appropriates theaggregate sum of $4,104,686 for the purpose of paying the Fiscal Year 2017construction and operating expenses of the Southern Water Pipeline Project; andthe expenses for the transaction of all such other business functions and activitiesas found by said Board to be necessary and convenient for the Northern ColoradoWater Conservancy District - Southern Water Supply Project Water ActivityEnterprise; and

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors ofNorthern Colorado Water Conservancy District hereby approves and adopts theBudget as submitted by the duly appointed Budget Officers and appropriates theaggregate sum of $135,189 for the purpose of paying the Fiscal Year 2017operation and maintenance expenses of the Pleasant Valley Pipeline Project; andthe expenses for the transaction of all such other business functions and activitiesas found by said Board to be necessary and convenient for the Northern ColoradoWater Conservancy District - Pleasant Valley Pipeline Project Water ActivityEnterprise; and

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors ofNorthern Colorado Water Conservancy District hereby approves and adopts theBudget as submitted by the duly appointed Budget Officers and appropriates theaggregate sum of $4,000,000 for the purpose of paying the Fiscal Year 2017capitalized expenses of the Northern Integrated Supply Project; and the expensesfor the transaction of all such other business functions and activities as found bysaid Board to be necessary and convenient for the Northern Colorado Water Conservancy District - Northern Integrated Supply Project Water ActivityEnterprise; and

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors ofNorthern Colorado Water Conservancy District hereby approves and adopts theBudget as submitted by the duly appointed Budget Officers and appropriates theaggregate sum of $1,063,950 for the purpose of paying the Fiscal Year 2017construction and operating expenses of the Hydropower Project; and the expensesfor the transaction of all such other business functions and activities as found bysaid board to be necessary and convenient for the Northern Colorado Water


Conservancy District – Hydropower Water Activity Enterprise.

BE IT FURTHER RESOLVED, that the funds required for the sums soappropriated shall be provided in the manner and by the means set forth inthose certain Resolutions of even date in which the Board of Directors of saidDistrict exercises the authority given by C.R.S. §§ 37-45-101 et seq. for thelevying of taxes and special assessments and for providing other revenues to theDistrict; and

BE IT FURTHER RESOLVED, that pursuant to Article X Section 20(2) of theColorado State Constitution, any revenues within the allowable revenue andspending limit which will not be spent during Fiscal Year 2016 shall be setaside and classified as reserve increases; and

BE IT FURTHER RESOLVED, that the funds required to be appropriated shallbe provided in the manner and by the means adopted by the Board of Directorsof Northern Colorado Water Conservancy District.

Contingency Resolution

Mr. Carlson next referred the Board to Contingency Appropriation Resolution D-1275-08-16. Thisresolution calls for a Contingency Appropriation totaling $400,000 from the unappropriatedrevenues and reserves of FY 2016. Following discussion and questions, Director Brown movedto adopt Contingency Appropriation Resolution D-1275-08-16 as presented. Director Williamsseconded the motion and it passed unanimously.


CONTINGENCY RESOLUTION

WHEREAS, by Resolution adopted on August 6, 2015, the Board of Directors ofNorthern Colorado Water Conservancy District adopted Budgets for the 2016Fiscal Year commencing October 1, 2015, and appropriated for expenditure duringFiscal Year 2016 for the Northern Colorado Water Conservancy District funds inaggregate total of $41,764,854 for the purposes set forth in said Resolution; and

WHEREAS, during the 2016 Fiscal Year, the Northern Colorado WaterConservancy District – Northern Integrated Supply Project Water ActivityEnterprise Fund’s capital expenditures will be approximately $400,000 more thananticipated; and


WHEREAS, these additional costs were not foreseeable at the time the Budget wasadopted;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of NorthernColorado Water Conservancy District finds and determines that the items set forthherein are contingencies which could neither be fully foreseen nor accuratelyestimated at the time of adoption of the Appropriation Resolution onAugust 6, 2015, and for the purposes of meeting the expenditures required, aContingency Appropriation totaling $400,000 is hereby made from theunappropriated revenues and reserves of Fiscal Year 2016; and

BE IT FURTHER RESOLVED, that any revenues in excess of the sumsappropriated in this or any further appropriations for unforeseen contingencies shallbe transferred to and deposited in the reserve funds; and

BE IT FURTHER RESOLVED, that the funds required to be appropriated shall beprovided in the manner and by the means adopted by the Board of Directors ofNorthern Colorado Water Conservancy District.

Northern Water President Applegate declared the Northern Water Rate and Budget Hearingcompleted.

IV. SUBDISTRICT RATE & BUDGET HEARING

A. Call to Order

Subdistrict President Yanchunas called the Subdistrict Rate and Budget Hearing to order and askedif there were any public comments. There were no public comments.

B. Proposed Fiscal Year 2017 Budget Report

During the May 12, 2016, Subdistrict Board meeting, Directors appointed Mr. Wilkinson,Mr. Carlson, Mr. Wind, Mr. Gibbens, and Mr. Budde as budget officers to finalize the SubdistrictFY 2016 year-end budgets and to prepare the Subdistrict FY 2017 budgets. The budget officersare required to prepare and submit a report, including Subdistrict budget details, to the SubdistrictBoard. The Subdistrict fulfilled all statutory requirements for the preparation of budgets, includingthe publication of a Notice of Hearing in all the counties located wholly or partly within Subdistrictboundaries. Subdistrict Budget summaries for FY 2016 and FY 2017 were distributed in advanceof the Subdistrict Rate and Budget Hearing to members of the Subdistrict Board.

Budget Reports

Mr. Carlson previously reviewed the FY 2016 year-end budget and proposed FY 2017 budget forSubdistrict funds during the joint Northern Water and Subdistrict budget reports that preceded the


Subdistrict Budget Hearing. The budgets reflect the Subdistrict’s revenues and expendituresassociated with providing water to the Windy Gap Project allottees from the Windy Gap Project.Mr. Carlson noted that during the July 12, 2016, Windy Gap Participants’ Committee (Committee)meeting, the Committee recommended the Subdistrict Board approve the Subdistrict’s (WindyGap Project and WGFP) year-end FY 2016 and the FY 2017 budgets as presented.

C. Subdistrict Rate Hearing

Rate Hearing

Mr. Carlson briefly reviewed: (1) a proposed assessment of $3,600 per unit of Windy Gap Projectwater ($36.00 per acre foot allotted); and (2) the assessments needed for the bonded debt andcharges to pay the power and carriage contract costs. Subdistrict President Yanchunas asked forpublic comment regarding the proposed assessments. There were no public comments. Followinga brief discussion and questions, Director Trowbridge moved to approve: (1) a proposedassessment of $3,600 per unit of Windy Gap Project water ($36.00 per acre foot allotted); and(2) the assessments needed for the bonded debt and charges to pay the power and carriage contractcosts. Director Emslie seconded the motion and it passed unanimously.

Fee Charges

Mr. Carlson next reported the Subdistrict’s current Inclusion Processing Fee is $300 and theCrossing Fee is $300. Staff reviewed the Subdistrict’s costs associated with these fees andrecommended increasing the Subdistrict’s Crossing Fee from $300 to $500 (to match the NorthernWater Crossing Fee). Director Williams moved the Subdistrict increase the Crossing Fee from$300 to $500, as recommended by staff, for FY 2017. Director McClary seconded the motion andit passed unanimously.

Appropriation Resolution

Mr. Carlson next directed the Board’s attention to Appropriation Resolution MS-343-08-16. Byapproving this resolution, the Board would adopt a budget for the Subdistrict Fund of $100,050;a budget for the Subdistrict Windy Gap Water Activity Enterprise Fund of $ 5,538,819; and abudget for the Subdistrict WGFP Water Activity Enterprise Fund of $18,490,539. Any excessfunds existing in the Windy Gap Water Activity Enterprise Fund would be placed in the generalreserve fund. Mr. Carlson reported staff and the Participants’ Committee recommend the Boardapprove this resolution. Director Williams moved to adopt Resolution MS-343-08-16 as presented.Director Brunner seconded the motion and it passed unanimously.

MUNICIPAL SUBDISTRICTNORTHERN COLORADO WATER CONSERVANCY DISTRICT

RESOLUTIONMS-343-08-16

APPROPRIATION RESOLUTION


WHEREAS, the Board of Directors of the Municipal Subdistrict, NorthernColorado Water Conservancy District, appointed Eric W. Wilkinson, Secretary andGeneral Manager; Donald C. Carlson, Treasurer and Assistant General Manager- Operations Division; Bradley D. Wind, Deputy Manager - Operations Division; Jerry Gibbens, Project Manager/Water Resources Engineer; andJohn Budde, Financial Services Department Manager; to prepare a Budget forFiscal Year 2017; and they have submitted the same to said Board and caused to bepublished the requisite Notice of Hearing; and

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of theMunicipal Subdistrict, Northern Colorado Water Conservancy District, herebyapproves and adopts the Budget of the Municipal Subdistrict, Northern ColoradoWater Conservancy District Fund, as submitted by the duly appointed Budget Officers and appropriates the aggregate sum of $100,050 for Fiscal Year 2017,for the purpose of paying the cost of all Board contractual obligations; and the expenses for the transaction of all such other business functions and activitiesfound by said Board to be necessary and convenient; and

NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of theMunicipal Subdistrict, Northern Colorado Water Conservancy District, herebyapproves and adopts the Budget of the Municipal Subdistrict, Northern ColoradoWater Conservancy District-Windy Gap Water Activity Enterprise Fund assubmitted by the duly appointed Budget Officers and appropriates forFiscal Year 2017 the aggregate sum of $5,538,819 for the purpose of paying thecost of all contractual obligations; revenue bond refunding; purchasing of capitalitems; meeting the expenses required to conserve, allocate, and control the watersupplies of the Subdistrict including the expense of administration, engineering,operation and maintenance of all works, facilities, properties, and functionsnecessary for the distribution and beneficial utilization of those water supplies; andthe expenses for the transaction of all such other business functions and activitiesfound by said Board to be necessary and convenient; and

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of theMunicipal Subdistrict, Northern Colorado Water Conservancy District, herebyapproves and adopts the Budget of the Municipal Subdistrict, Northern ColoradoWater Conservancy District - Windy Gap Firming Project Water ActivityEnterprise Fund as submitted by the duly appointed Budget Officers andappropriates for Fiscal Year 2017 the aggregate sum of $18,490,539 for the purposeof paying the cost of all contractual obligations; and the expenses for thetransaction of all such other business functions and activities found by said Boardto be necessary and convenient; and

BE IT FURTHER RESOLVED, that any revenue in excess of the sumsappropriated in this or any further appropriations for unforeseen contingencies


shall be transferred to and deposited in the Municipal Subdistrict Reserve Funds;and

BE IT FURTHER RESOLVED, that the funds required for the sums soappropriated shall be provided in the manner and by the means adopted by theBoard of Directors, Municipal Subdistrict, Northern Colorado Water ConservancyDistrict.

Contingency Resolution

Mr. Carlson next referred the Board to Contingency Appropriation Resolution MS-344-08-16. Thisresolution calls for a Contingency Appropriation totaling $20,238,997 from the unappropriatedrevenues and reserves of FY 2016. Following discussion and questions, Director Emslie movedto adopt Contingency Appropriation Resolution MS-344-08-16 as presented. Director Ruschseconded the motion and it passed unanimously.

MUNICIPAL SUBDISTRICTNORTHERN COLORADO WATER CONSERVANCY DISTRICT

RESOLUTIONMS-344-08-16

CONTINGENCY RESOLUTION

WHEREAS, by Resolution adopted on August 6 , 2015, the Board of Directors ofthe Municipal Subdistrict, Northern Colorado Water Conservancy District adoptedBudgets for the 2016 Fiscal Year commencing October 1, 2015, and appropriated forexpenditure during Fiscal Year 2016 for the Municipal Subdistrict, NorthernColorado Water Conservancy District funds in aggregate total of $29,251,717 forthe purposes set forth in said Resolution; and

WHEREAS, during the 2016 Fiscal Year, the Municipal Subdistrict, NorthernColorado Water Conservancy District-Windy Gap Water Activity Enterprise Fund's debt service expenditures will be approximately $20,238,997 more thananticipated; and

WHEREAS, these additional costs were not foreseeable at the time the Budget wasadopted;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of theMunicipal Subdistrict, Northern Colorado Water Conservancy District finds anddetermines that the items set forth herein are contingencies which could neither befully foreseen nor accurately estimated at the time of adoption of the AppropriationResolution on August 6, 2015, and for the purposes of meeting the expenditures required, a Contingency Appropriation totaling $20,238,997 is hereby made from theunappropriated revenues and reserves of Fiscal Year 2016; and


BE IT FURTHER RESOLVED, that any revenues in excess of the sumsappropriated in this or any further appropriations for unforeseen contingencies shallbe transferred to and deposited in the reserve funds; and

BE IT FURTHER RESOLVED, that the funds required to be appropriated shall beprovided in the manner and by the means adopted by the Board of Directors of theMunicipal Subdistrict, Northern Colorado Water Conservancy District.

Subdistrict President Yanchunas then declared the Subdistrict Rate and Budget Hearing completed.Mr. Wilkinson thanked Mr. Carlson, Mr. Budde, Mr. Wind, Mr. Gibbens, and Ms. Krakow fortheir dedication and efforts on the FY 2017 budget.

The Northern Water and Subdistrict Boards then convened into the scheduled August Planningand Action Session.

V. BOARD ACTION ITEMS

The Boards did not discuss any action items.

VI. BOARD ACTION / CONSENT AGENDA

The Boards did not discuss any action or consent agenda items.

VII. DISCUSSION & STUDY ITEMS

A. Tri-State Generation & Transmission Association Allotment Contract

Northern Water President Applegate next requested a discussion of a proposed Class C industrialallotment contract application by Tri-State Generation and Transmission Association (Tri-State).Mr. Wilkinson reported that Tri-State owns the J.M. Shafer Generating Station (Shafer) in FortLupton, a gas-fired power plant it purchased in 2013. He noted that this matter was last discussedduring the July 7, 2016, Board Planning and Action Session meeting.

Mr. Wilkinson introduced Mr. George Fosha, and Ms. Kelly Beal, representing Tri-State.Mr. Fosha thanked the Board for the opportunity to speak. He referred Directors to severalhandouts and a PowerPoint presentation and discussed the bases for Tri-State’s request to increaseits C-BT allotment contract ownership limit, including: (1) the importance of the Shafer Stationto Tri-State’s system; (2) the Shafer Station’s projected future water demands, which will increasesignificantly with a planned increase in the utilization factor of the plant due to recent and ongoingpopulation and power demand growth in the area; (3) Tri-State’s generation system includinggenerating facilities in Wyoming, Colorado, Nebraska and New Mexico; (4) where the power Tri-


State’s facilities generate is utilized; (5) land uses adjacent to the Shafer Station in Fort Lupton thatprecludes replacing the water cooling system with an air cooling system; and (6) Tri-State’srequest for an increase in its C-BT allotment contract ownership limit from 1,620 acre-foot units(AFUs) to 2,600 AFUs.

Following additional discussion and questions, it was the consensus of Directors that Tri-State’srequest to increase in its C-BT allotment contract ownership limit from 1,620 acre-foot units(AFUs) to 2,600 AFUs was acceptable to the Board.

B. General Liability & Property Insurance Renewal

Northern Water President Applegate next asked for an update on general liability and propertyinsurance for Northern Water and the Subdistrict. The deadline for renewal of Northern Water’sgeneral liability and property insurance policies is September 30, 2016. Mr. Charles Hix, F&WInsurance (F&W), next referred Directors to an Insurance Renewal Summary of Coverages andPremiums, and reviewed: (1) the policy period of October 1, 2016 - September 30, 2017;(2) expiring 2016 and renewing 2017 premiums for individual insurance coverages containedwithin the insurance package and the associated coverage policies; (3) 2016-2017 changes to theindividual insurance coverages within the insurance package; and (4) a total 2016-2017 estimatedannual premium of $371,505. Following several questions and additional discussion,Mr. Wilkinson asked Directors to review the packet of liability and property insurance informationprior to the September 8, 2016, Board meeting, when staff will ask Directors to consider therenewal of Northern Water’s general liability and property insurance policies. Directors joinedNorthern Water President Applegate in thanking Mr. Hix for his report and diligent efforts onbehalf of Northern Water.

VIII. CONSENT AGENDA FOR AUGUST 11, 2016, BOARD MEETING

A. Health Insurance Premium Review

Northern Water President Applegate next asked for a review of employee health insurancepremiums. Mr. Wilkinson noted that this information was previously presented to NorthernWater’s Employee Insurance Discussion Group for its review and input. He then introduced Mr.Drew Peterson, representing Hays Companies (Hays). Mr. Peterson referred Directors to a handoutentitled Northern Water Stop Loss Analysis, July 26, 2016, and discussed: (1) Sun Life, NorthernWater’s current stop loss insurance carrier; (2) Sun Life’s renewal proposal, including a premiumincrease of 17 percent; (3) a proposal from HM Insurance with a premium that is ten percent belowSun Life’s current premium; and (4) no proposed increase in employee insurance premiums forFY 2017. Following a brief discussion and questions, Mr. Wilkinson thanked Mr. Peterson andHays for their diligent efforts on behalf of Northern Water. He stated that Hays and staffrecommended Northern Water contract with HM Insurance for its health insurance stop loss


provider for FY 2017. Mr. Wilkinson stated that this matter would be part of the Consent Agendafor the August 11, 2016, Board meeting.

IX. PREVIEW OF AUGUST 11, 2016, BOARD MEETING ACTION ITEMS

A. Town of Frederick Agreement for Eagle Business Park Urban Renewal Project

Northern Water President Applegate next requested a discussion of the Town of Frederick’s EagleBusiness Park Urban Renewal Authority ( Eagle URA) proposal. Mr. Carlson stated thatFrederick’s Eagle URA was the town’s second such proposal including tax increment financing.He referred Directors to copies of Eagle URA Property Tax Increment Revenue SharingAgreement, and briefly reviewed the agreement, including specifics about Northern Water’s 1 milad valorem tax. Mr. Carlson then introduced Mr. Matt LeCerf, Frederick Town Manager.Mr. LeCerf thanked the Board for the opportunity to present Frederick’s Eagle URA and its EagleURA Property Tax Increment Revenue Sharing Agreement, which contains no proposedadministrative fees. Following a brief discussion, Mr. Carlson stated that Frederick’s Eagle URAProperty Tax Increment Revenue Sharing Agreement would be on the August 11, 2016, Boardmeeting agenda for Board consideration and action.

B. Stanley Consultants Inc. Agreement for Windy Gap Pump Plant

Mr. Jim Nguyen, Electrical Engineer, next referred Directors to an agreement summary for aproposed Consulting Services Agreement by and between the Subdistrict and Stanley Consultants,Inc. (Stanley) for process/piping and instrumentation diagrams for the Windy Gap Pump Plant(WGPP). He briefly discussed the agreement, including scope of work, project schedule and a non-to-exceed amount of $55,100. Mr. Nguyen noted that Stanley’s work is part of a ongoing effortto document all instruments in the field for easier troubleshooting in the event of a problem.Mr. Nguyen stated that the Consulting Services Agreement by and between the Subdistrict andStanley for process/piping and instrumentation diagrams for the WGPP would be on theAugust 11, 2016, Board meeting agenda for Board consideration and action.

C. Horsetooth Reservoir Excess Capacity Contract

Mr. Berryman next referred Directors to draft copies of a U.S. Department of the Interior, U.S.Bureau of Reclamation, Contract Among the United States, Northern Water and the IndividualTri-District Participants (East Larimer County Water District [ELCWD], Fort Collins-LovelandWater District [FCLWD] and North Weld County Water District [NWCWD], for excess capacityservice of non-project municipal and industrial water through the C-BT Project facilities(Horsetooth Reservoir Excess Capacity Contract). Mr. Berryman noted that the current 1-yearcontract expires at the end of August. He briefly reviewed details of the draft Horsetooth ReservoirExcess Capacity Contract, which is a long-term 40-year agreement. Following a brief discussion,


Mr. Berryman stated that the Horsetooth Reservoir Excess Capacity Contract would be on theAugust 11, 2016, Board meeting agenda for Board consideration and action.

D . Hansen Supply Canal Exchange Capacity Agreement

Mr. Berryman next referred Directors to copies of a proposed long-term Agreement by and between Northern Water and ELCWD, FCLWD and NWCWD, collectively referred to as the Tri-Districts, for use of exchange capacity in Northern Water’s Hansen Supply Canal (HSC) (HSCExchange Capacity Agreement). He briefly reviewed the proposed agreement, including the Tri-District’s concerns with Northern Water’s proposed carriage and operation/maintenance (O&M)charge of $5.00 per acre-foot as part of the HSC Exchange Capacity Agreement.

Mr. Berryman then noted that Mr. Richard Raines, representing the Tri-Districts, was present andwished to address the Board. Northern Water President Applegate welcomed Mr. Raines to themeeting. Mr. Raines referred Directors to a handout and discussed the proposed ramping scheduleand O&M charge of $5.00 per acre-foot. Mr. Raines stated that the Tri-Districts proposed an O&Mcharge beginning at $3.00 with the same 1.79 percent annual escalation factor which is being usedin other U.S. Bureau of Reclamation’s (Reclamation) excess capacity agreements for the C-BTProject. Following discussion and questions, it was the consensus of the Board to proceed asoutlined and suggested by Mr. Raines, with the exception that the proposed O&M charge beginat $5.00, rather than $3.00 as proposed by Mr. Raines, with a 1.79 percent escalation factor peryear. Mr. Berryman stated that the HSC Exchange Capacity Agreement would be on theAugust 11, 2016, Board meeting agenda for Board consideration and action.

E. Western Area Power Administration Agreement for Chimney Hollow Power LineRelocation Design Services

Mr. Jeff Drager, Deputy Manager–Engineering Division, next referred Directors to copies of anAgreement by and between the Subdistrict and the Western Area Power Administration (WAPA),for design services to relocate WAPA’s power line currently located in the Chimney HollowReservoir site (Chimney Hollow Power Line Design Relocation Agreement). Mr. Drager brieflyreviewed details of the proposed agreement, including scope of work and estimated costs for eachcontract task. Following questions, Mr. Drager stated that staff would review the Chimney HollowPower Line Design Relocation Agreement with Windy Gap Firming Project (WGFP) participantsduring the August 9, 2016, Windy Gap Participants Committee meeting. He stated that the Chimney Hollow Power Line Design Relocation Agreement would be on the August 11, 2016,Board meeting agenda for Board consideration and action.

X. INFORMATIONAL ITEMS

A. Directors’ Reports


Subdistrict President Yanchunas thanked the Boards, staff and counsel for their thoughts and cardsfollowing his recent surgery.

Director Emslie briefly recapped the recent Western Water Symposium held at Colorado StateUniversity

B. Other Matters

Northern Water President Applegate asked for a discussion of other matters.

Mr. Wilkinson next reminded Directors of the remaining 2016 C-BT Project East Slope tour tobe held on Thursday, August 18.

Mr. Wilkinson reminded Directors that the Colorado Water Congress (CWC) Summer Conferencewill be held August 24-26, 2016, at the Sheraton Steamboat Resort.

Mr. Wilkinson stated that staff had no other matters to bring before the Boards.

There being no further business to come before the Boards, Northern Water President Applegateadjourned the meeting.


ADDITIONAL STAFF AND GUESTS IN ATTENDANCE AUGUST 4, 2016

STAFF

Alyssa Alpe Records Data AnalystZach Allen Communications SpecialistJohn Budde Financial Services Department ManagerJoe Clark Information Technology Department ManagerMarilyn Conley Inclusion AdministratorJeff Drager Deputy Manager–Engineering DivisionDoris Farnham Senior Systems AdministratorJerry Gibbens Project Manager & Water Resources EngineerJim Hall Project Manager & Senior Water Resources EngineerKelly Ippolito Help Desk TechnicianLiz Larmon Administrative Support Specialist/Contracts CoordinatorMinerva Lee Human Resources & Administrative Services Department ManagerJim Nguyen Electrical EngineerChris Pigg Records AdministratorAndy Pineda Water Resources Department ManagerSherri Rasmussen Allotment Contracts SpecialistGreg Silkensen Assistant Communications ManagerBrian Werner Communications and Records Department ManagerBrad Wind Deputy Manager–Operations Division

GUESTS

Gary Allen Longs Peak Water DistrictKelly Beal Tri-State Generation & Transmission AssociationMichael Cook Little Thompson Water DistrictGeorge Fosha Tri-State Generation & Transmission AssociationKim Frick City of LovelandSarajane Gomez F & W InsuranceCharles Hix Arthur J. Gallagher & CompanyJohn Holdren Town of SeveranceSusan Huston SelfDolores Myers SelfLewis Myers SelfPaul Nilles Town of SuperiorDrew Peterson Hays CompaniesRichard Raines Tri-Districts

Northern Colorado Water Conservancy DistrictStatement of Cash Receipts, Disbursements and TransfersFor the month ending August 31, 2016

NorthernSouthern Water Pleasant Valley Integrated Northern Water

District Supply Project Pipeline Supply Project Hydropower TotalReceipts

General Property & Specific Ownership Taxes 233,439.18$ -$ -$ -$ -$ 233,439.18$ Poudre Valley REA Carter Lake Hydro Energy - - - - 149,761.92 149,761.92 Mountain Parks Electric Granby Hydro Energy - - - - 56,340.08 56,340.08 Class B Water Assessments 145,343.00 145,343.00 Class D Water Assessments 16,727.73 - - - - 16,727.73 Property Income 12,275.00 - - - - 12,275.00 Sale of Assets 7,530.70 - - - - Inactive Accounts 7,286.40 - - - - 7,286.40 Inclusion & Transfer Fees 7,035.40 - - - - 7,035.40 Upper Colorado River Wild and Scenic Alternative Management Plan 3,813.60 - - - - 3,813.60 Medical Plan - Cobra & Reimbursements 3,334.08 - - - - 3,334.08 Reimbursements & Miscellaneous Receipts 1,793.93 387.40 - - - 2,181.33 Interest Earned 6,904.66 366.74 22.69 387.35 39.74 7,721.18

Total Receipts 445,483.68 754.14 22.69 387.35 206,141.74 645,258.90

DisbursementsMaterials & Services per Transaction Report 1,926,229.04 53,285.64 1,917.50 325,034.29 93,198.97 2,399,665.44 Poudre Valley REA Carter Lake Hydro Capacity Charge - - - - 7,150.00 7,150.00 Mountain Parks Electric Granby Hydro Capacity Charge - - - - 2,084.00 2,084.00 Transactions - Less than $100 12,258.11 1,159.75 18.87 229.75 227.06 13,893.54

Subtotal Materials & Services 1,938,487.15 54,445.39 1,936.37 325,264.04 102,660.03 2,422,792.98

677,324.53 - - - - 677,324.53 137,161.03 - - - - 137,161.03

Payment to CWRPDA (Carter Lake) - - - - 34,961.76 34,961.76

Total Disbursements 2,752,972.71 54,445.39 1,936.37 325,264.04 137,621.79 3,272,240.30

Cash Balance, Beginning of Month 32,426,312.13 2,558,109.92 115,298.10 1,730,994.11 505,872.32 37,336,586.58

Cash Balance, End of Month 30,118,823.10$ 2,504,418.67$ 113,384.42$ 1,406,117.42$ 574,392.27$ 34,717,135.88$

Employee and Directors Payroll and Benefits

Business Type Activity Enterprise Funds

Medical & Dental Self Insurance Claims Hydropower Debt Service Interest

llarmon

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PRELIMINARY

Northern Colorado Water Conservancy DistrictSchedule of Restricted & Other ReservesFor the month ending July 31, 2016

Schedule of Reserves

July 31, 2016District Reserves Market

Value

Major CB-T Repair Reserves District Reserve 641,632.46$ District / USBR Reserve 883,501.61 Contingency 102,871.56

Subtotal Major CB-T Repair Reserves 1,628,005.63

Certificates of Participation Reserves Base Rentals 266.67

266.67

Facility Removal - Hydropower 100,745.40 Facilities Replacement Reserve (1), (2) 10,880,291.39 Emergency Reserve 364,487.84 Project Improvement Reserve 5,629,433.37 New Capital Reserve (1), (2) 4,196,003.32 Subtotal Other Reserves 21,170,961.32

Total District Reserves 22,799,233.62$

Hydropower Water Activity Enterprise Reserves Carter Lake Debt Service Reserve

District 405,498.11$ CWRPDA 125,928.63

Subtotal Carter Lake Debt Service Reserve 531,426.74 Granby Hydro Restricted Line of Credit 100,487.32

Total Hydropower Water Activity Reserves 631,914.06$

(1)

(2)

Subtotal Certificates of Participation Reserves

Other Reserves

The Facilities Replacement and New Capital Reserve accounts, hold 3M Company (3M) corporate notes in the amount of $255,000. On March 29, 2016, Moody's Investment Service downgraded the 3M note to a rate below the minimum credit rating set forth by Northern Water's Investment Policy Statement. Northern Water's fixed income advisor, PFM Asset Management credit committee has reviewed the downgrade and recommends holding the security to maturity.

The Facilities Replacement and New Capital Reserve accounts, hold a General Electric (GE) corporate note in the amount of $325,000. On April 10, 2015, Moody's Investment Service downgraded the GE note to a rate below the minimum credit rating set forth by Northern Water's Investment Policy Statement. Northern Water's fixed income advisor, PFM Asset Management credit committee has reviewed the downgrade and recommends holding the security to maturity.

Run Date Year:

Amount >=

Transactions for the Month of August 9/1/2016 2:40:07PM

2016

$100

District - Colorado-Big ThompsonNW10

AmountSystemAccount CategoryActivity Vendor

1001050 - C-BT Water Assessments 20180 - Regional Pool Out flow AP 455.721415 - Colorado Game & Fish

1001050 - C-BT Water Assessments 20180 - Regional Pool Out flow AP 285.201463 - South Ledge Ditch Company

1001064 - Other Non Operating Revenues 20410 - Rents Ranches Miller/Hereford AP 500.001590 - Lisa Webb

1010100 - C-BT Canal-Boulder Creek Feeder 73360 - Mat Veg Control Weed Herbicide AP 3,300.00719 - UMB Bank

1010102 - C-BT Canal-Boulder Creek Supply 69030 - Mat MR Bldg Filter Fabric AP 3,180.93537 - Bowman Construction

1010102 - C-BT Canal-Boulder Creek Supply 73360 - Mat Veg Control Weed Herbicide AP 1,305.60297 - Helena Chemical Company

1010102 - C-BT Canal-Boulder Creek Supply 91020 - Ser Pro Eng Land Surveyor AP 3,476.00540 - King Surveyors, Inc

1010104 - C-BT Canal-Coal Ridge 72100 - Mat Pipe Pipe Metal AP 800.41470 - Valley Steel & Wire Company

1010104 - C-BT Canal-Coal Ridge 80200 - Ser Contract Coal Ridge AP 122,598.75198 - Coal Ridge Ditch Company

1010112 - C-BT Canal-Hansen Feeder 96700 - Ser UT Utility Energy AP 122.99403 - Poudre Valley REA

1010114 - C-BT Canal-Hansen Supply 70160 - Mat MR Hrdwr Accessories AP 184.76338 - Laporte Hardware & Variety

1010116 - C-BT Canal-Lower Boulder 64320 - Mat Eq Welding Supplies AP 206.37136 - Airgas USA, LLC

1010124 - C-BT Canal-St. Vrain Supply 96700 - Ser UT Utility Energy AP 167.16403 - Poudre Valley REA

1010130 - C-BT Canal-Windsor Extension Station 95210 - Ser Rental Equip Trackhoe AP 776.00934 - Sunstate Equipment, Company

1010212 - C-BT Diversion - Tunnel Dille 72180 - Mat Road Recyled Asphalt AP 134.42320 - Jake Kauffman & Son, Inc

1010220 - C-BT Equipment Shop Farr 73160 - Mat Security Alarm System AP 310.001494 - Rocky Mountain Integrators

1010222 - C-BT Equipment Shop Lyons 70660 - Mat MR Shop Towels Rags AP 169.66436 - Star Industrial Supplies

1010302 - C-BT Reservoir & Dam Carter Lake 96700 - Ser UT Utility Energy AP 280.72403 - Poudre Valley REA

1010306 - C-BT Reservoir & Dam Lake Granby 69420 - Mat MR Elect Cable and Wire AP 224.75548 - Consolidated Electrical

1010306 - C-BT Reservoir & Dam Lake Granby 71100 - Mat Metals Aluminum AP 380.00142 - ALRECO

1010306 - C-BT Reservoir & Dam Lake Granby 71100 - Mat Metals Aluminum AP 361.16281 - Grainger

1010306 - C-BT Reservoir & Dam Lake Granby 73160 - Mat Security Alarm System AP 310.001494 - Rocky Mountain Integrators

1010312 - C-BT Reservoir & Dam Green Mountain 73160 - Mat Security Alarm System AP 310.001494 - Rocky Mountain Integrators

1010314 - C-BT Reservoir & Dam Horsetooth 65200 - Mat Fleet Parts Electrical AP 319.34381 - Newco

1010314 - C-BT Reservoir & Dam Horsetooth 69420 - Mat MR Elect Cable and Wire AP 285.70381 - Newco

1010314 - C-BT Reservoir & Dam Horsetooth 73160 - Mat Security Alarm System AP 1,493.001494 - Rocky Mountain Integrators

Page 1 of 10

llarmon

Typewritten Text

PRELIMINARY

Run Date Year:

Amount >=


2016

$100



1010314 - C-BT Reservoir & Dam Horsetooth 96660 - Ser UT Communication Data AP 5,149.47188 - LLC CenturyLink Communications

1010314 - C-BT Reservoir & Dam Horsetooth 96700 - Ser UT Utility Energy AP 566.13489 - Xcel Energy

1010322 - C-BT Reservoir & Dam Shadow Mountain 73160 - Mat Security Alarm System AP 310.001494 - Rocky Mountain Integrators

1010324 - C-BT Reservoir & Dam Willow Creek 73160 - Mat Security Alarm System AP 310.001494 - Rocky Mountain Integrators

1010450 - C-BT Pump Station Farr 71960 - Mat Off Supp General AP 195.16386 - Office Depot

1010450 - C-BT Pump Station Farr 72860 - Mat Scada Instrument AP 162.79719 - UMB Bank

1010450 - C-BT Pump Station Farr 73160 - Mat Security Alarm System AP 620.001494 - Rocky Mountain Integrators

1010450 - C-BT Pump Station Farr 81220 - Ser Maint Build Custodial Ser AP 2,016.001214 - Cabin Works

1010450 - C-BT Pump Station Farr 82100 - Ser Maint Build Trash Removal AP 523.29478 - Waste Management

1010450 - C-BT Pump Station Farr 87780 - Ser Pro Com Printing Copying AP 286.26719 - UMB Bank

1010450 - C-BT Pump Station Farr 92660 - Ser Pro IT Software Maint Supp AP 6,475.61275 - GE Intelligent Platforms

1010450 - C-BT Pump Station Farr 96800 - Ser UT Telephone Cellular AP 262.08472 - Verizon Wireless

1010450 - C-BT Pump Station Farr 96860 - Ser UT Telephone Services AP 203.23187 - CenturyLink

1010452 - C-BT Pump Station Willow Creek 69580 - Mat MR Elect Enclosures AP 2,546.301485 - Front Range Precast Concrete

1010452 - C-BT Pump Station Willow Creek 70160 - Mat MR Hrdwr Accessories AP 175.49719 - UMB Bank

1010452 - C-BT Pump Station Willow Creek 73160 - Mat Security Alarm System AP 310.001494 - Rocky Mountain Integrators

1010452 - C-BT Pump Station Willow Creek 81220 - Ser Maint Build Custodial Ser AP 1,344.001214 - Cabin Works

1010464 - C-BT Support Services 72380 - Mat Safety Equip Boots AP 279.99486 - Whiteside's Boots

1010464 - C-BT Support Services 72440 - Mat Safety Equip Eyewear Shoes AP 322.0097 - Blane Day

1010464 - C-BT Support Services 72460 - Mat Safety Equip First Aid AP 479.16281 - Grainger

1010464 - C-BT Support Services 72500 - Mat Safety Equip Harnesses AP 142.24719 - UMB Bank

1010464 - C-BT Support Services 72800 - Mat Scada Data Concentrator AP 1,071.75719 - UMB Bank

1010464 - C-BT Support Services 86820 - Ser FS Fees Licensing AP 100.00202 - Colorado Dept of Agriculture

1010464 - C-BT Support Services 90200 - Ser Pro Ed InService Training AP 220.50719 - UMB Bank

1010464 - C-BT Support Services 96800 - Ser UT Telephone Cellular AP 119.72472 - Verizon Wireless

1010508 - C-BT Stream Gaging Granby Downstream 69040 - Mat MR Bldg Insulation AP 896.81560 - Graphic Controls, LLC

Page 2 of 10

Run Date Year:

Amount >=


2016

$100



1010508 - C-BT Stream Gaging Granby Downstream 93520 - Ser Rental Equip Backhoe AP 650.00656 - Indian Peaks Rental, LLC

1010520 - C-BT Stream Gaging Willow Creek Downstream 68040 - Mat Lab Papers AP 900.00560 - Graphic Controls, LLC

1010600 - C-BT Tunnel Alva B. Adams 73160 - Mat Security Alarm System AP 310.001494 - Rocky Mountain Integrators

1011910 - Facilities Headquarters 62520 - Mat Eq Plumb Fixtures AP 152.36281 - Grainger

1011910 - Facilities Headquarters 65780 - Mat Grounds Plants/Flowers AP 208.87719 - UMB Bank

1011910 - Facilities Headquarters 66660 - Mat Jan Sup Toilet Paper Towel AP 267.93482 - Waxie Sanitary Supply

1011910 - Facilities Headquarters 69000 - Mat MR Bldg Doors AP 505.32808 - Collins Door & Hardware, Inc.

1011910 - Facilities Headquarters 69380 - Mat MR Elect Bulb Ballasts AP 511.68281 - Grainger

1011910 - Facilities Headquarters 69600 - Mat MR Elect Lamp/Lens/Rflctr AP 578.40281 - Grainger

1011910 - Facilities Headquarters 70160 - Mat MR Hrdwr Accessories AP 3,463.04491 - APL Access & Security, Inc.

1011910 - Facilities Headquarters 71300 - Mat Metals Steel Angle Iron AP 272.20470 - Valley Steel & Wire Company

1011910 - Facilities Headquarters 72460 - Mat Safety Equip First Aid AP 167.80281 - Grainger

1011910 - Facilities Headquarters 72460 - Mat Safety Equip First Aid AP 102.051354 - A-Z Safety Supply

1011910 - Facilities Headquarters 81600 - Ser Maint Build Maint Ser AP 239.80441 - Summit Laboratories

1011910 - Facilities Headquarters 82840 - Ser Maint Equip Elevators AP 140.001246 - ThyssenKrupp Elevator

1011910 - Facilities Headquarters 82940 - Ser Maint Equip Fire System AP 586.00519 - Systems Group

1011910 - Facilities Headquarters 87260 - Ser FS Sub Newspaper Subscrip AP 109.02665 - Dish

1011910 - Facilities Headquarters 93340 - Ser Rental Cloth Rugs AP 264.541523 - G&K Services

1011910 - Facilities Headquarters 93840 - Ser Rental Equip Dumpsters AP 161.00373 - Smart Document Management, LLC

1011910 - Facilities Headquarters 93840 - Ser Rental Equip Dumpsters AP 421.86478 - Waste Management

1011910 - Facilities Headquarters 96690 - Ser UT Comm Mobile Data Plan AP 198.18472 - Verizon Wireless

1011910 - Facilities Headquarters 96700 - Ser UT Utility Energy AP 27,447.25403 - Poudre Valley REA

1011910 - Facilities Headquarters 96720 - Ser UT Utility Gas AP 1,113.74489 - Xcel Energy

1011910 - Facilities Headquarters 96800 - Ser UT Telephone Cellular AP 1,133.57472 - Verizon Wireless

1011910 - Facilities Headquarters 96860 - Ser UT Telephone Services AP 1,310.86187 - CenturyLink

1011910 - Facilities Headquarters 96860 - Ser UT Telephone Services AP 210.53188 - LLC CenturyLink Communications

Page 3 of 10

Run Date Year:

Amount >=


2016

$100



1011910 - Facilities Headquarters 96880 - Ser UT Telephone T1 AP 1,437.23187 - CenturyLink

1011910 - Facilities Headquarters 96960 - Ser UT Utility Sewer AP 492.02453 - Town of Berthoud

1011910 - Facilities Headquarters 96980 - Ser UT Utility Water AP 2,027.16453 - Town of Berthoud

1011920 - Facilities Ranches 82160 - Ser Maint Build Water Purifica AP 220.00449 - Three Lakes Water & Sanitation

1012810 - Fleet Heavy Equipment 65100 - Mat Fleet Parts Body/Frame AP 194.99475 - Wagner Equipment Co

1012810 - Fleet Heavy Equipment 65215 - Mat Fleet Parts Engine Parts AP -335.68475 - Wagner Equipment Co

1012810 - Fleet Heavy Equipment 65260 - Mat Fleet Parts Glass AP 658.65475 - Wagner Equipment Co

1012810 - Fleet Heavy Equipment 85100 - Ser Maint Fleet Glass Replace AP 109.95602 - Safelite Fulfillment, Inc.

1012820 - Fleet Light Duty Equipment 65300 - Mat Fleet Parts Hydraulic Cyl AP 123.96475 - Wagner Equipment Co

1012820 - Fleet Light Duty Equipment 70220 - Mat MR Hrdwr Bolt/Screw/Fastn AP 117.33796 - Honnen Equipment

1012840 - Fleet Passenger Vehicles 64460 - Mat Fleet Fuel Unleaded AP 183.4088 - Eric Wilkinson

1012840 - Fleet Passenger Vehicles 64460 - Mat Fleet Fuel Unleaded AP 115.01719 - UMB Bank

1012840 - Fleet Passenger Vehicles 64560 - Mat Fleet Acc Air Conditioner AP 297.13298 - Loveland Ford

1012840 - Fleet Passenger Vehicles 65215 - Mat Fleet Parts Engine Parts AP 112.99389 - Parts and Equipment

1012850 - Fleet Trucks 64460 - Mat Fleet Fuel Unleaded AP 801.33719 - UMB Bank

1012850 - Fleet Trucks 64620 - Mat Fleet Acc Gauges AP 697.86360 - MHC Kenworth Greeley

1012850 - Fleet Trucks 65100 - Mat Fleet Parts Body/Frame AP 237.35719 - UMB Bank

1012850 - Fleet Trucks 65215 - Mat Fleet Parts Engine Parts AP 698.281592 - 2nd Steel

1012850 - Fleet Trucks 65240 - Mat Fleet Parts Fuel Sys AP 191.29229 - Davidson Gebhardt

1012850 - Fleet Trucks 84980 - Ser Maint Fleet Emission Test AP 100.00269 - Al's Front Range Diesel

1012850 - Fleet Trucks 85340 - Ser Maint Fleet Tire Repair AP 358.39452 - Tire Centers, LLC

1012855 - Fleet Small Equipment 62780 - Mat Eq Pumping Pumps AP 202.07324 - John Deere Financial

1012855 - Fleet Small Equipment 65220 - Mat Fleet Parts Exhaust AP 129.69349 - Mac Equipment

1012855 - Fleet Small Equipment 66320 - Mat Grounds Spray Eq Supplies AP 239.50719 - UMB Bank

1012855 - Fleet Small Equipment 70540 - Mat MR Hrdwr Vacuum AP 107.26129 - AAA Auto Parts

1012858 - Fleet Fuel 64360 - Mat Fleet Fuel Diesel #1 AP 497.43179 - Broadmoor Heights 66 LLC

Page 4 of 10

Run Date Year:

Amount >=


2016

$100



1012858 - Fleet Fuel 64360 - Mat Fleet Fuel Diesel #1 AP 1,765.84335 - Kwik Korner

1012858 - Fleet Fuel 64460 - Mat Fleet Fuel Unleaded AP 1,102.75179 - Broadmoor Heights 66 LLC

1012858 - Fleet Fuel 64460 - Mat Fleet Fuel Unleaded AP 2,031.05335 - Kwik Korner

1012862 - Fleet Shop Supplies 62320 - Mat Eq Mach Grinders/Buffers AP 186.67281 - Grainger

1012862 - Fleet Shop Supplies 64760 - Mat Fleet Acc Lights Lens AP 236.80360 - MHC Kenworth Greeley

1012862 - Fleet Shop Supplies 64960 - Mat Fleet Parts Accessory AP 384.36281 - Grainger

1012862 - Fleet Shop Supplies 70820 - Mat MR Sm Tool Drill/Saw/Ham AP 268.02259 - Fastenal Company

1012862 - Fleet Shop Supplies 71180 - Mat Metals Iron AP 143.61470 - Valley Steel & Wire Company

1012862 - Fleet Shop Supplies 90200 - Ser Pro Ed InService Training AP 300.001586 - Struble Fluid Power

1012864 - Fleet Insurance 80780 - Ser Insurance Liab Pub Off AP 319.001332 - GPP

1013650 - Programs Human Resources & Administration 71700 - Mat Off Equip Office Machines AP 196.80567 - Staples Advantage

1013650 - Programs Human Resources & Administration 71840 - Mat Off Foods Ham/Turkey/Prime AP 141.93719 - UMB Bank

1013650 - Programs Human Resources & Administration 71960 - Mat Off Supp General AP 647.97386 - Office Depot

1013650 - Programs Human Resources & Administration 71960 - Mat Off Supp General AP 391.01421 - Sams Club/Synchrony Bank

1013650 - Programs Human Resources & Administration 71960 - Mat Off Supp General AP 504.46567 - Staples Advantage

1013650 - Programs Human Resources & Administration 86960 - Ser FS Fees Recording AP 216.00339 - Larimer County Clerk and

1013650 - Programs Human Resources & Administration 86960 - Ser FS Fees Recording AP 269.00483 - Weld County Clerk and

1013650 - Programs Human Resources & Administration 87540 - Ser Pro Com Legal Notice AP 1,170.01405 - Prairie Mountain Publishing

1013650 - Programs Human Resources & Administration 87540 - Ser Pro Com Legal Notice AP 134.84561 - Greeley Tribune

1013650 - Programs Human Resources & Administration 87560 - Ser Pro Com Mailing Services AP 215.00401 - Postmaster

1013650 - Programs Human Resources & Administration 87580 - Ser Pro Com Mailing/Postage AP 1,000.001334 - NEOFUNDS by Neopost

1013650 - Programs Human Resources & Administration 87780 - Ser Pro Com Printing Copying AP 680.00337 - Land Title Guarantee Company

1013650 - Programs Human Resources & Administration 88780 - Ser Pro CS Employee Background

AP 155.00720 - The Points Sports/ErgoMed

1013650 - Programs Human Resources & Administration 92840 - Ser Pro Legal General AP 8,936.25455 - Trout Raley

1013650 - Programs Human Resources & Administration 96100 - Ser Travel Lodging Hotel AP 1,156.92719 - UMB Bank

1013650 - Programs Human Resources & Administration 96380 - Ser Travel Transport Auto Rent AP 2,500.001579 - Matthew Gloe

Page 5 of 10

Run Date Year:

Amount >=


2016

$100



1013652 - Programs Senior Management 60560 - Mat Comm Promo Souv/Wearable

AP 143.20719 - UMB Bank

1013652 - Programs Senior Management 71780 - Mat Off Foods Board Lunch AP 1,406.31963 - Origins Catering Company

1013652 - Programs Senior Management 80780 - Ser Insurance Liab Pub Off AP 100.00292 - HCC Surety Group

1013652 - Programs Senior Management 86980 - Ser FS Fees Registration AP 3,792.50719 - UMB Bank

1013652 - Programs Senior Management 87000 - Ser FS Fees Sponsorships AP 200.00408 - Progressive 15

1013652 - Programs Senior Management 88100 - Ser Pro CS Administrative AP 9,996.57183 - Buirgy Consulting

1013652 - Programs Senior Management 89600 - Ser Pro CS Public Affairs AP 2,400.00177 - Brandeberry McKenna

1013652 - Programs Senior Management 91500 - Ser Pro Eng Water Resource AP 4,319.91559 - Grand River Consulting Corp

1013652 - Programs Senior Management 92820 - Ser Pro Legal Expenses AP 4,408.00455 - Trout Raley

1013652 - Programs Senior Management 92840 - Ser Pro Legal General AP 44,221.75455 - Trout Raley

1013652 - Programs Senior Management 92860 - Ser Pro Legal Natural Resource AP 265.00547 - Carlson Hammond & Paddock, LLC

1013652 - Programs Senior Management 92940 - Ser Pro Safety Drug Testing AP 120.00359 - Medical Enterprises

1013652 - Programs Senior Management 92940 - Ser Pro Safety Drug Testing AP 105.00363 - Mobile Lab

1013652 - Programs Senior Management 96100 - Ser Travel Lodging Hotel AP 129.00719 - UMB Bank

1013652 - Programs Senior Management 96180 - Ser Travel Meal Group Lunch AP 164.0088 - Eric Wilkinson

1013652 - Programs Senior Management 96420 - Ser Travel Mileage to employee AP 104.22120 - Rob McClary

1013652 - Programs Senior Management 96420 - Ser Travel Mileage to employee AP 129.60121 - John Rusch

1013652 - Programs Senior Management 96690 - Ser UT Comm Mobile Data Plan AP 167.39472 - Verizon Wireless

1013654 - Programs Project Management 72380 - Mat Safety Equip Boots AP 150.00486 - Whiteside's Boots

1013654 - Programs Project Management 86980 - Ser FS Fees Registration AP 435.00719 - UMB Bank

1013654 - Programs Project Management 96800 - Ser UT Telephone Cellular AP 191.76472 - Verizon Wireless

1013656 - Programs Water Resources 80260 - Ser Contract USGS Gauging AP 6,610.75240 - United States Geological

1013656 - Programs Water Resources 86660 - Ser FS Fees Conference AP 160.00719 - UMB Bank

1013656 - Programs Water Resources 87240 - Ser FS Sub Newsletter Subscrip AP 295.00719 - UMB Bank

1013660 - Programs Water Quality 51215 - ExpAst Rad/Tel Smart Phones AP 149.99472 - Verizon Wireless

1013660 - Programs Water Quality 63540 - Mat Eq Wat Samp Bottle AP 239.66474 - VWR International

Page 6 of 10

Run Date Year:

Amount >=


2016

$100



1013660 - Programs Water Quality 63560 - Mat Eq Wat Samp Calibration AP 1,629.61719 - UMB Bank

1013660 - Programs Water Quality 63660 - Mat Eq Wat Samp Filters AP 567.11279 - Geotech Environmental

1013660 - Programs Water Quality 63800 - Mat Eq Wat Samp Multiparamtr AP 364.69279 - Geotech Environmental

1013660 - Programs Water Quality 63860 - Mat Eq Wat Samp Probe AP 987.72279 - Geotech Environmental

1013660 - Programs Water Quality 63960 - Mat Eq Wat Samp Shipping AP 127.04719 - UMB Bank

1013660 - Programs Water Quality 63980 - Mat Eq Wat Samp Splitter AP 237.40719 - UMB Bank

1013660 - Programs Water Quality 67260 - Mat Lab Cleaners, Misc AP 288.31474 - VWR International

1013660 - Programs Water Quality 68060 - Mat Lab PH BufferSolutn AP 179.16474 - VWR International

1013660 - Programs Water Quality 71820 - Mat Off Foods Box Lunches AP 104.30532 - Silver Mine Subs

1013660 - Programs Water Quality 72380 - Mat Safety Equip Boots AP 159.99719 - UMB Bank

1013660 - Programs Water Quality 83400 - Ser Maint Equip Lab AP 116.66719 - UMB Bank

1013660 - Programs Water Quality 84080 - Ser Maint Equip Sensors AP 1,214.95719 - UMB Bank

1013660 - Programs Water Quality 86990 - Ser FS Fees Shipping Charges AP 1,041.99260 - FedEx

1013660 - Programs Water Quality 91440 - Ser Pro Eng Water Quality AP 7,141.99311 - Hydros Consulting Inc

1013660 - Programs Water Quality 91460 - Ser Pro Eng Water Analysis AP 2,805.00180 - BSA Environmental Services

1013660 - Programs Water Quality 91460 - Ser Pro Eng Water Analysis AP 36,814.00308 - Hazen Research, Inc.

1013660 - Programs Water Quality 91460 - Ser Pro Eng Water Analysis AP 29,280.001517 - High Sierra Water Laboratory

1013660 - Programs Water Quality 91480 - Ser Pro Eng Water Sampling AP 19,551.00240 - United States Geological

1013660 - Programs Water Quality 92840 - Ser Pro Legal General AP 2,346.00455 - Trout Raley

1013660 - Programs Water Quality 92860 - Ser Pro Legal Natural Resource AP 39,778.87541 - Berg Hill Greenleaf Ruscitti

1013660 - Programs Water Quality 96100 - Ser Travel Lodging Hotel AP 166.00719 - UMB Bank

1013660 - Programs Water Quality 96240 - Ser Travel Meal Ind Lunch AP 100.7653 - Tim Lynch

1013660 - Programs Water Quality 96800 - Ser UT Telephone Cellular AP 323.43472 - Verizon Wireless

1013662 - Programs Field Services 63720 - Mat Eq Wat Samp Flow Velocity AP 109.00719 - UMB Bank

1013662 - Programs Field Services 73120 - Mat Scada UPS AP 498.13719 - UMB Bank

1013662 - Programs Field Services 96680 - Ser UT Communication SCADA AP 1,116.58472 - Verizon Wireless

Page 7 of 10

Run Date Year:

Amount >=


2016

$100



1013662 - Programs Field Services 96800 - Ser UT Telephone Cellular AP 115.17472 - Verizon Wireless

1013664 - Programs South Platte Special Projects 61800 - Mat Eq Eng Engineering Supp AP 575.001326 - Gerald Buchleiter

1013664 - Programs South Platte Special Projects 91500 - Ser Pro Eng Water Resource AP 2,000.001524 - K. Fritz, LLC

1013668 - Programs Real Estate 65440 - Mat Fleet Parts Tire/Tubes AP 407.25719 - UMB Bank

1013670 - Programs Irrigation Management 61740 - Mat Eq Controlling Transducers AP 313.63719 - UMB Bank

1013670 - Programs Irrigation Management 65860 - Mat Grounds Sprinkler AP 152.75323 - Siteone Landscape Supply

1013670 - Programs Irrigation Management 70220 - Mat MR Hrdwr Bolt/Screw/Fastn AP 106.11719 - UMB Bank

1013670 - Programs Irrigation Management 71080 - Mat Metals Alloy AP 235.35564 - Metal Distributors, LLC

1013670 - Programs Irrigation Management 92120 - Ser Pro IT Computer Software AP 10,000.001480 - Jeremy West

1013670 - Programs Irrigation Management 94460 - Ser Rental Equip Man Lift AP 618.00558 - Arapahoe Rental

1013670 - Programs Irrigation Management 96660 - Ser UT Communication Data AP 398.43472 - Verizon Wireless

1013670 - Programs Irrigation Management 96690 - Ser UT Comm Mobile Data Plan AP 104.10472 - Verizon Wireless

1013670 - Programs Irrigation Management 96800 - Ser UT Telephone Cellular AP 187.22472 - Verizon Wireless

1013672 - Programs Communications and Records 61340 - Mat Comp Software Web Site AP 408.00719 - UMB Bank

1013672 - Programs Communications and Records 86980 - Ser FS Fees Registration AP 930.00719 - UMB Bank

1013672 - Programs Communications and Records 87060 - Ser FS Fees Tours AP 2,720.00865 - Arrow Stage Lines

1013672 - Programs Communications and Records 87060 - Ser FS Fees Tours AP 599.63963 - Origins Catering Company

1013672 - Programs Communications and Records 92840 - Ser Pro Legal General AP 1,485.001260 - BIA

1013674 - Programs Information Technology 30780 - Labor-Emp Ser-Programmer AP 15,015.001550 - Robert Half Technology

1013674 - Programs Information Technology 50090 - ExpAst Com Network Equipment AP 209.49386 - Office Depot

1013674 - Programs Information Technology 50090 - ExpAst Com Network Equipment AP 273.081539 - Continental Wireless, Inc.

1013674 - Programs Information Technology 61320 - Mat Comp Software Supplies AP 3,700.00344 - Lewan & Associates

1013674 - Programs Information Technology 61320 - Mat Comp Software Supplies AP 199.99719 - UMB Bank

1013674 - Programs Information Technology 61400 - Mat Comp Supp Magnetic AP 362.42386 - Office Depot

1013674 - Programs Information Technology 61400 - Mat Comp Supp Magnetic AP 753.97719 - UMB Bank

1013674 - Programs Information Technology 92020 - Ser Pro IT Application Soft AP 212.00344 - Lewan & Associates

Page 8 of 10

Run Date Year:

Amount >=


2016

$100



1013674 - Programs Information Technology 92020 - Ser Pro IT Application Soft AP 256.93910 - Matrix Logic Corporation

1013674 - Programs Information Technology 92400 - Ser Pro IT Hardware Update AP 19,385.67344 - Lewan & Associates

1013674 - Programs Information Technology 92440 - Ser Pro IT Install Peripherals AP 493.64139 - All Copy Products

1013674 - Programs Information Technology 92440 - Ser Pro IT Install Peripherals AP 2,195.55563 - Konica Minolta Business

1013674 - Programs Information Technology 92520 - Ser Pro IT Networking Services AP 418.32181 - BT Conferencing

1013674 - Programs Information Technology 92520 - Ser Pro IT Networking Services AP 199.85194 - City of Longmont

1013674 - Programs Information Technology 92520 - Ser Pro IT Networking Services AP 200.45472 - Verizon Wireless

1013674 - Programs Information Technology 92520 - Ser Pro IT Networking Services AP 386.95719 - UMB Bank

1013674 - Programs Information Technology 92520 - Ser Pro IT Networking Services AP 564.691213 - Integra

1013674 - Programs Information Technology 92520 - Ser Pro IT Networking Services AP 5,012.901285 - Comcast

1013674 - Programs Information Technology 92660 - Ser Pro IT Software Maint Supp AP 1,348.09344 - Lewan & Associates

1013674 - Programs Information Technology 96100 - Ser Travel Lodging Hotel AP 3,470.88719 - UMB Bank

1013674 - Programs Information Technology 96220 - Ser Travel Meal Ind Dinner AP 158.96719 - UMB Bank

1013674 - Programs Information Technology 96420 - Ser Travel Mileage to employee AP 592.92899 - Tyrel Cooper

1013674 - Programs Information Technology 96460 - Ser Travel Transport Taxi AP 204.50719 - UMB Bank

1013674 - Programs Information Technology 96690 - Ser UT Comm Mobile Data Plan AP 354.24472 - Verizon Wireless

1013674 - Programs Information Technology 96800 - Ser UT Telephone Cellular AP 750.51472 - Verizon Wireless

1013676 - Programs Emergency & Security 51215 - ExpAst Rad/Tel Smart Phones AP 199.99472 - Verizon Wireless

1013676 - Programs Emergency & Security 73200 - Mat Security Camera AP 652.94719 - UMB Bank

1013678 - Programs Instrumentation Control & Electrical Engineering

70820 - Mat MR Sm Tool Drill/Saw/Ham AP 499.00719 - UMB Bank


96690 - Ser UT Comm Mobile Data Plan AP 124.92472 - Verizon Wireless


96800 - Ser UT Telephone Cellular AP 257.98472 - Verizon Wireless

1013679 - Programs Safety 67140 - Mat Lab Chem Spill Solvents AP 2,327.14281 - Grainger

1013679 - Programs Safety 72500 - Mat Safety Equip Harnesses AP 199.90520 - Tool & Anchor Supply

1013679 - Programs Safety 86940 - Ser FS Fees Professional Assoc AP 175.00505 - Colorado Department of Public

Page 9 of 10

Run Date Year:

Amount >=


2016

$100



1013679 - Programs Safety 93240 - Ser Pro Sec Safety Training AP 410.00946 - Workwell Occupational Medicine

1013679 - Programs Safety 96100 - Ser Travel Lodging Hotel AP 990.48719 - UMB Bank

1013680 - Programs Financial Services 86880 - Ser FS Fees Membership Dues AP 219.00719 - UMB Bank

1013680 - Programs Financial Services 86980 - Ser FS Fees Registration AP 695.00719 - UMB Bank

1013680 - Programs Financial Services 87240 - Ser FS Sub Newsletter Subscrip AP 220.00569 - Thomson Reuters

1013680 - Programs Financial Services 91720 - Ser Pro Fin Credit Reporting AP 1,499.00719 - UMB Bank

1013680 - Programs Financial Services 91780 - Ser Pro Fin Securities Price AP 121.061177 - Interactive Data Pricing and

1013680 - Programs Financial Services 91800 - Ser Pro Fin Fixed Income Adv AP 2,822.47600 - PFM Asset Management LLC

1013680 - Programs Financial Services 91920 - Ser Pro Fin Safekeep Custodial AP 497.69456 - U S Bank

1013680 - Programs Financial Services 96100 - Ser Travel Lodging Hotel AP 2,267.92719 - UMB Bank

1013680 - Programs Financial Services 96340 - Ser Travel Transport Airfare AP 100.00719 - UMB Bank

1065154 - Farr Pump Plant Control Room Upgrade 51335 - ExpAst Television Monitors AP 1,487.381508 - Adorama, Inc.

1065154 - Farr Pump Plant Control Room Upgrade 68960 - Mat MR Bldg Construction Mat AP 116.03281 - Grainger

1065154 - Farr Pump Plant Control Room Upgrade 68960 - Mat MR Bldg Construction Mat AP 456.87719 - UMB Bank

1065155 - Willow Creek Electrical Project 65220 - Mat Fleet Parts Exhaust AP 652.21719 - UMB Bank

1065163 - 138 KV Transmission Line 11360 - Cap Const Heavy Power Line AP 1,350,000.00485 - WAPA

1065163 - 138 KV Transmission Line 69060 - Mat MR Bldg Lumber AP 1,077.44565 - Northwest Ranch Supply

1065181 - ERP Software 89240 - Ser Pro CS IT Consulting AP 2,800.001201 - Kinsey

1065181 - ERP Software 92140 - Ser Pro IT Cloud AP 3,750.00625 - INFOR (US) INC

1065187 - Willow Creek Projects 65220 - Mat Fleet Parts Exhaust AP 127.65965 - Cummins Rocky Mountain

1065187 - Willow Creek Projects 69760 - Mat MR Elect Relays AP 243.32414 - Rexel

1065187 - Willow Creek Projects 96180 - Ser Travel Meal Group Lunch AP 159.38104 - Dave McLimore

1065187 - Willow Creek Projects 96180 - Ser Travel Meal Group Lunch AP 149.97106 - Ed Motz

1082850 - Fleet Trucks 14620 - Cap FL Trucks 6001 10000 lb AP 1,877.86719 - UMB Bank

1,926,229.04SUBTOTAL

Page 10 of 10

Run Date Year:

Amount >=


2016

$100

Southern Water Supply PipelineNW20


2010250 - Broomfield Pipeline 60300 - Mat Cath P Tape/Sealants AP 1,955.38728 - Northtown Company

2010250 - Broomfield Pipeline 70660 - Mat MR Shop Towels Rags AP 170.00436 - Star Industrial Supplies

2010250 - Broomfield Pipeline 90060 - Ser Pro CS UtilityNotification AP 1,204.001065 - USIC Locating Services, LLC

2010250 - Broomfield Pipeline 92660 - Ser Pro IT Software Maint Supp AP 3,857.81275 - GE Intelligent Platforms

2010250 - Broomfield Pipeline 96680 - Ser UT Communication SCADA AP 565.75430 - Rise Broadband

2010250 - Broomfield Pipeline 96700 - Ser UT Utility Energy AP 111.78194 - City of Longmont

2010250 - Broomfield Pipeline 96700 - Ser UT Utility Energy AP 165.95403 - Poudre Valley REA

2010252 - Ft Lupton/Hudson Pipeline 90060 - Ser Pro CS UtilityNotification AP 1,402.001065 - USIC Locating Services, LLC

2010252 - Ft Lupton/Hudson Pipeline 96700 - Ser UT Utility Energy AP 104.03461 - United Power

2010254 - Louisville/Superior Pipeline 90060 - Ser Pro CS UtilityNotification AP 550.001065 - USIC Locating Services, LLC

2010256 - Morgan Pipeline 60060 - Mat Cath P Cable Attachment AP 553.11258 - Farwest Corrosion Control

2010256 - Morgan Pipeline 70160 - Mat MR Hrdwr Accessories AP 117.75385 - Nugent Supply Co

2010256 - Morgan Pipeline 90060 - Ser Pro CS UtilityNotification AP 1,329.001065 - USIC Locating Services, LLC

2010258 - SWSP II Pipeline 96180 - Ser Travel Meal Group Lunch AP 105.00495 - Amy Johnson

2010260 - Broomfield Pump Station 96700 - Ser UT Utility Energy AP 3,213.37461 - United Power

2010260 - Broomfield Pump Station 96860 - Ser UT Telephone Services AP 158.12187 - CenturyLink

2010262 - West Longmont Pump Station 83860 - Ser Maint Equip Plumbing AP 364.00846 - Noah Plumbing and Heating, Inc

2010262 - West Longmont Pump Station 96700 - Ser UT Utility Energy AP 15,332.43194 - City of Longmont

2010262 - West Longmont Pump Station 96860 - Ser UT Telephone Services AP 128.76187 - CenturyLink

2010264 - Louisville/Superior Pump Station 96700 - Ser UT Utility Energy AP 12,516.38489 - Xcel Energy

2010264 - Louisville/Superior Pump Station 96860 - Ser UT Telephone Services AP 128.22187 - CenturyLink

2065269 - Pipeline Project SWSP II Non-Segment General 88640 - Ser Pro CS Ecological Services AP 2,226.80250 - ERO Resources

2065270 - Pipeline Project SWSP II Non-Segment South 90340 - Ser Pro Eng Civil AP 5,492.50236 - Dewberry Engineers Inc.

2065270 - Pipeline Project SWSP II Non-Segment South 92840 - Ser Pro Legal General AP 1,533.50455 - Trout Raley

53,285.64SUBTOTAL

Page 1 of 1

Run Date Year:

Amount >=


2016

$100

Pleasant Valley PipelineNW30


3010340 - Pleasant Valley Pipeline 90060 - Ser Pro CS UtilityNotification AP 227.001065 - USIC Locating Services, LLC

3010340 - Pleasant Valley Pipeline 92660 - Ser Pro IT Software Maint Supp AP 1,240.01275 - GE Intelligent Platforms

3010340 - Pleasant Valley Pipeline 96700 - Ser UT Utility Energy AP 450.49403 - Poudre Valley REA

1,917.50SUBTOTAL

Page 1 of 1

Run Date Year:

Amount >=


2016

$100

Northern Integrated Supply ProjectNW40


4075440 - Project Development 63860 - Mat Eq Wat Samp Probe AP 929.97719 - UMB Bank

4075440 - Project Development 70160 - Mat MR Hrdwr Accessories AP 131.96358 - McMaster Carr Supply Co

4075440 - Project Development 70160 - Mat MR Hrdwr Accessories AP 129.78388 - Orchards Ace Hardware

4075440 - Project Development 86990 - Ser FS Fees Shipping Charges AP 727.69260 - FedEx

4075440 - Project Development 88700 - Ser Pro CS Economy Consulting AP 4,625.001551 - Harvey Economics

4075440 - Project Development 88860 - Ser Pro CS Environ Permitting AP 150,542.01250 - ERO Resources

4075440 - Project Development 90100 - Ser Pro CS Water Quality Model AP 52,531.78250 - ERO Resources

4075440 - Project Development 91460 - Ser Pro Eng Water Analysis AP 27,464.00308 - Hazen Research, Inc.

4075440 - Project Development 91460 - Ser Pro Eng Water Analysis AP 14,710.001517 - High Sierra Water Laboratory

4075440 - Project Development 91480 - Ser Pro Eng Water Sampling AP 23,692.641533 - LT Environmental, Inc.

4075440 - Project Development 92860 - Ser Pro Legal Natural Resource AP 13,841.45455 - Trout Raley

4075440 - Project Development 92860 - Ser Pro Legal Natural Resource AP 2,170.00541 - Berg Hill Greenleaf Ruscitti

4075440 - Project Development 95600 - Ser Rental Lab Equipment AP 420.00279 - Geotech Environmental

4075470 - NISP - Glade Reservoir 90480 - Ser Pro Eng Design AP 33,118.01173 - Black & Veatch

325,034.29SUBTOTAL

Page 1 of 1

Run Date Year:

Amount >=


2016

$100

HydropowerNW50


5010550 - Carter Lake Hydropower 70660 - Mat MR Shop Towels Rags AP 170.00436 - Star Industrial Supplies

5010550 - Carter Lake Hydropower 92660 - Ser Pro IT Software Maint Supp AP 964.44275 - GE Intelligent Platforms

5010550 - Carter Lake Hydropower 96700 - Ser UT Utility Energy AP 923.65403 - Poudre Valley REA

5010560 - Granby Hydropower 70160 - Mat MR Hrdwr Accessories AP 3,131.90491 - APL Access & Security, Inc.

5010560 - Granby Hydropower 80880 - Ser Insurance Prop Casualty AP 657.301332 - GPP

5091910 - Loan Colorado Water & Power Authority 15230 - Principal AP 87,351.68944 - Colorado Water Resources and

93,198.97SUBTOTAL

Page 1 of 1

RESERVE ACCOUNTS

INVESTED BY PFM

June 30, 2016 Quarterly Update

Northern Water Reserve Funds Portfolio Balance 6/30/2016: $20,045,683

Earnings Summary

Qtr ended 6/30/2016 $ 53,602 1.08%

YTD ended 6/30/2016 $143,956 0.96%

Year ended 9/30/2015 $137,384 0.69%

$19,814,049 as of 12/31/2015

Investment Summary

Northern Water Reserve Funds

$19,965,910 as of 3/31/2016

Municipal Subdistrict Reserve Funds Portfolio Balance 6/30/2016: $10,962,356

Earnings Summary

Qtr ended 6/30/2016 $ 42,687 1.19%

YTD ended 6/30/2016 $114,180 0.80%

Year ended 9/30/2015 $104,944 0.49%

Municipal Subdistrict Reserve Funds

$21,467,872 as of 12/31/2015

Investment Summary

$21,568,577 as of 3/31/2016

APPLICATIONS FOR CHANGEOF WATER ALLOTMENT CONTRACTS

September 8, 2016

Acre-FootUnits New Allottees S.T.R.

% of Total

Water Supply

Base CBT

AcreFoot Units

Current Allottee Co-Applicant S.T.R.

STANDARD APPLICATIONS

Name Changes

1. Skowron Family Limited Partnership 9-5-69 7 Koru Holdings, LLC 9-5-69 7

Allotment Transfers

2. Scott Brown Realty Inc. 33-2-69 6 Town of Frederick TU 6

3. Pulse, Eugene B. et al. 8-6-68 3 Town of Frederick TU 3

4. HMS Rogers Road LLC 8-2-69 5 Town of Frederick TU 5

5. Estate of Dorothy M. Brewster et al. 25/26/36-8-70 15 Estate of Dorothy M.Brewster et al.Graves, Robert L.

25/26/36-8-70

14/23-8-70 13 87

10

5

6. Bundy, Jay M. et al. 13-6-69 1 Town of Windsor TU 1

7. Shirley Elizabeth Tregoning Living Trust etal.

23-6-67 12 Shirley ElizabethTregoning Living Trustet al.Town of Windsor

23-6-67

TU

10

2

8. Lind, Martin 6-5-67 30 Lind, MartinTown of Windsor

6-5-67TU

255

9. Malchow Farms LLLP 27-4-69 240 Board of CountyCommissioners ofLarimer County

Corp 240

10. North Weld County Water District Corp 11 Town of Eaton TU 11

INACTIVE TRANSFERS

** units in Inactive Account**

11. Markel, Gail 24-2-70 5 Markel, Gail InactiveAccount

5

12. Barbara O. Schaal Trust et al. 20/29-4-68 100 Estate of Max Schaal

Schaal, Neil

InactiveAccountInactiveAccount

99

1

13. Barbara O. Schaal Trust et al. 20/29-4-68 150 Barbara O. Schaal Trust et al

Estate of Max Schaal

Schaal, Neil

20/29-4-68

InactiveAccountInactiveAccount

112

37

1

14. Brown, A.M. InactiveAccount

1 City of Dacono TU 1

15. Estate of Dona Mae Bromley InactiveAccount

18 Bromley Jr., William V. et al 32-4-68 49 51 18

16. John W. Day Family Partnership InactiveAccount

100 Tri-State Generation andTransmission AssociationInc.

Corp 100

17. Reynolds Cattle Co. InactiveAccount


Corp 6



Corp 28


1 Sekich Properties, LLC 17-3-67 2 98 1


1 Central Weld County WaterDistrict

Corp 1


50 Central Weld County WaterDistrict

Corp 50


10 Town of Kersey TU 10


10 Town of Kersey TU 10


50 Morgan County QualityWater District

Corp 50


20 City & County ofBroomfield

TU 20

26. Reynolds Family LLC InactiveAccount

100 City & County ofBroomfield

TU 100

Less than 42% going to Domestic TOTAL 980 TOTAL 980

Fixed Quota Alternative

27. Town of Windsor 2,101

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Loveland

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Lafayette

Estes Park

Broomfield

Platteville

Fort Lupton

Fort Collins

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01-20-11

NORTHERN COLORADO WATER CONSERVANCY DISTRICT AND MUNICIPAL SUBDISTRICT, NORTHERN COLORADO WATER CONSERVANCY DISTRICT

AGREEMENT OR AMENDMENT SUMMARY

Project: Research for the Upper Colorado River Wild and Scenic Stakeholder Goup

Entity: X District Subdistrict

Activity Enterprise (if applicable):

This is a: New Agreement

X Amendment to Existing Agreement

Amendment No. 1 to Orig. Agreement Date: June 15, 2015

Starting Date of This Agreement/Amendment:

Completion Date: September 30, 2017

Project Manager/Northern Water Representative: Alan Berryman

Reviewed and approved by Legal Counsel: Michael Kopp August 22, 2016 (Name and Date)

Consultant Name: Buirgy Consulting, Inc.

Consultant Address: 607 Willowbrook Rd Phone:(970) 690-4655

Silverthorne, CO 80498 Fax:

Key Personnel for Contractor: Rob Buirgy

Amount of This Agreement/Amendment (Indicate A or B)

A. X Not to Exceed Amount:

B. Estimated Agreement Amount:

Existing Agreement Amount (if applicable):

Total Revised Agreement Amount:

$ 230,000

$

$

$

Insurance

Verified:

X Workers’ Compensation Insurance

X Employers' Liability Insurance at $500,000 per occurrence and in the

aggregate. If other than $500,000, enter amount: $

X Commercial General Liability Insurance at $1,000,000 per occurrence

and in the aggregate. If other than $1,000,000 enter amount: $

X Automobile Liability Insurance at $600,000 per occurrence and in the

aggregate. If other than $600,000 enter amount: $

X Consultant Errors & Omissions Insurance Amount: $

H:\managmnt\AGREEMNT\2016\08-16-16 Amendment to Buirgy Consulting Inc Agreement.doc

Page 1

AMENDMENT NO. 1

TO

June 25, 2015

CONSULTING SERVICES AGREEMENT

GENERAL

This Amendment No. 1 is made and entered into on __________________, 2016, by and

between the Northern Colorado Water Conservancy District (“Northern Water”), and Buirgy

Consulting, Inc. (“Consultant”), and amends the Consulting Services Agreement dated June 25,

2015 (the "Agreement"), between Northern Water and Consultant regarding the Upper Colorado

River Wild and Scenic Stakeholder Group. All provisions of the Agreement not specifically

modified in this Amendment No. 1 shall remain in full force and effect in accordance with their

terms.

DESCRIPTION OF CHANGES

The Agreement is modified as described below.

I. AGREEMENT, Paragraph 2. Time of Commencement and Completion of Services.

Northern Water shall not dictate times of performance of the Services, except that the

Services shall be commenced on or about June 15, 2015 and shall be completed no

later than September 30, 2017. Time is of the essence of this Agreement. Any

extensions of the time limits set forth herein must be agreed upon in writing by the

parties hereto.

II. AGREEMENT, Paragraph 4. Compensation. In consideration of performance of the

Services by Consultant, Northern Water shall pay Consultant. Total compensation

under this Agreement shall not exceed $230,000 without the prior written approval of

Northern Water.

IN WITNESS WHEREOF, Northern Water and Consultant have executed this Amendment

No. 1 on the date first set out above.

NORTHERN COLORADO WATER

CONSERVANCY DISTRICT BUIRGY CONSULTING, INC,

By: By:

Title: Title:

Date: Date:

INSURANCE PREMIUMS & ALLOCATION

Created For:

~ Northern Water

Northern Colorado Water Conservancy District Municipal Subdistrict of the Northern Colorado Water Conservancy District

Northern Colorado Water Conservancy District Building Corporation

September 30, 2016 through September 30, 2017

Presented By:

FM' INSURANCE

A DIVISION OF ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC.

Charles F. Hix lll, Area Executive Vice President Sara Gomez, Senior Account Manager

3005 Center Green Drive, Suite 120 Boulder, Colorado 80301

303-444-4666 800-451-6448

Insuring Companies:

American Alternative Insurance Company - Package Hartford Steam Boiler - Boiler & Machinery

Philadelphia Insurance Company - Fiduciary Liability Pinnacol Assurance - Workers' Compensation

Travelers Insurance Company - Bonds & ID Fraud

Premium & Coverage Summary

2015-2016 2016-2017 Expiring Renewal

DESCRIPTION Premium Premium

PACKAGE POLICIES

Property - $152,694,688 Blanket Building & Contents Coverage $59,350.00 $73,158.00

Earthquake - $5,000,000 Each Occurrence $2,500.00 $2,500.00

Flood - $5,000,000 Each Occurrence $5,000.00 $5,000.00

Boiler & Machinery/Equipment Breakdown - $100,000,000 Max Limit $31,812.00 $33,321.00

Inland Marine- $1,893,112 Scheduled & Unscheduled Equipment $7,533.00 $8,528.00

General Liability - $1,000,000 Occurrence/$3,000,000 Aggregate $47,954.00 $51,505.00

Employee Benefit Plan Administration Liability - $1,000,000 Each Act Included Included

Public Entity Management Liability (D&O) - $1,000,000 Each Wrongful Act $22,732.00 $23,097.00

Public Entity Employment Practices Liab.- $1,000,000 Each Wrongful Act Included Included

Public Entity Cyber Liability - $1,000,000 Each Wrongful Act Included Included

Auto Liability - $1,000,000 Combined Single Limit (105 Vehicles/Trailers) $38,630.00 $39,820.00

Crime - $100,000 Each Emp. - Employee Dishonesty $2,996.00 $2,996.00

Terrorism Included Included

TOTAL PACKAGE POLICY PREl\HUMS $248,306.00 $263,162.00

MONOLINE POLICIES

Employee ID Theft - $5,000 Each Employee $100.00 $300.00

Fiduciary Liability - $1 ,000,000 Each Wrongful Act $6,157.00 $6,909.00

Bonds - Reclamation & Board Bonds $4,984.00 $4,984.00

Workers Compensation/Employers Liability- $500,000 - 4/112016-2017 $85~225.00 $96~150.00

TOTAL MONOLINE POLICY PREMIUMS $96,466.00 $108,343.00

TOTAL ESTIMATED ANNUAL PREMIUM: $344,772.00 $371,505.00

FIRST AMENDMENT TO THE

NCWCD MONEY PURCHASE PLAN

RECITALS:

1. Northern Colorado Water Conservancy District ("Northern Water") amended and restated the NCWCD Money Purchase Plan, effective January 1, 2014 (the "Plan"); and

2. Northern Water reserved the right to amend the Plan pursuant to Section 10.3 ofthe Plan; and

3. Northern Water wishes to amend the Plan, effective as of the date set forth herein, to include regularly scheduled overtime paid to control center operators in the Plan's definition of Compensation.

AMENDMENT:

Effective as of January 1, 2016, Section 2.9 of the Plan is hereby amended in its entirety to read as follows:

"Section 2.9 "Compensation" means:

(a) For purposes of contributions under the Plan with respect to Participants who are not Disabled: Compensation means W-2 Wages, subject to the inclusions and exclusions below. W-2 Wages means wages for federal income tax withholding purposes, as defined under Code § 3401(a), plus all other payments to an Employee in the course of the Employer's trade or business, for which the Employer must furnish the Employee a written statement under Code §§ 6041, 6051, and 6052, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or services performed (such as the exception for agricultural labor in Code § 3401(a)(2)). Employer Contributions for the Plan Year in which an Employee first becomes a Participant shall be determined based on the Employee's Compensation for the entire Plan Year.

(i) Inclusions. Compensation shall include other amounts which are not includable in the Employee's gross income under Code §§ 125, 132(f)(4), 402(e)(3), 402(h)(l )(B) or 403(b ).

(ii) Exclusions. Compensation shall exclude the following amounts paid within the Plan Year: overtime other than regularly scheduled overtime paid to control center operators on and after January 1, 2016, bonuses, severance pay, taxable life insurance premiums and taxable long term disability premiums.

(b) For purposes of contributions under the Plan with respect to Disabled Employees. For purposes of calculating Employer Contributions only, a Disabled Employee's

4127998.3

SECOND AMENDMENT TO THE

GROUP PENSION PLAN FOR EMPLOYEES OF NORTHERN COLORADO WATER CONSERVANCY DISTRICT

RECITALS:

1. Northern Colorado Water Conservancy District (''Northern Water") amended and restated the Group Pension Plan for Employees of Northern Colorado Water Conservancy District, effective January 1, 2014 (the "Plan"); and

2. Northern Water reserved the right to amend the Plan pursuant to Section 10.1 of the Plan; and

3. Northern Water wishes to amend the Plan, effective as of the date set forth herein, to include regularly scheduled overtime paid to control center operators in the Plan's definition of Compensation.

AMENDMENT:

Effective as of January 1, 2016, Section 1.11 of the Plan is hereby amended in its entirety to read as follows:

"1.11 "Compensation" means the Participant's rate of monthly wages excluding any overtime pay other than regularly scheduled overtime paid to control center operators on and after January 1, 2016, commissions, bonus payments, and any other additions to or deductions from regular compensation but including any wages otherwise deferred pursuant to a plan under sections 125, 132(f)(4), 401(k), 457 of the Code or any other similar section of such Code. For Plan Years beginning on or after January 1, 1996, the annual compensation of each Participant taken into account under the Plan for any Plan Year shall not exceed $150,000 as adjusted for increases in the cost ofliving under section 401(a)(17) of the Code. For Plan Years beginning on or after January 1, 2000, the annual compensation limit is $170,000 as adjusted for increases in the cost-of-living or as otherwise increased by law. For Plan Years beginning on or after January 1, 2002, the annual compensation limit is $200,000 as adjusted for increases in the cost-of-living or as otherwise increased by law.

In determining the Compensation of a Participant for purposes of this limitation, the rules of section 414(q)(6) of the Code shall apply, except that in applying such rules, the term family shall include only the spouse of the Participant and any lineal descendants of the Participant who have not attained age 19 before the close of the year. If, as a result of the application of such rules the adjusted annual Compensation limitation is exceeded, then the limitation shall be prorated among the affected individuals in proportion to each such individual's Compensation as determined under this Section prior to the application of this limitation.

4127906.3

09-23-13



Project: NISP

Entity: District Subdistrict

Activity Enterprise (if applicable):NISP

This is a: New Agreement

Amendment to Existing Agreement

Amendment No.22 Orig. Agreement Date: June 19, 2004

Starting Date of This Agreement/Amendment: September 9, 2016

Completion Date: December 31, 2016

Project Manager/Northern Water Representative: Carl Brouwer

Reviewed and approved by Legal Counsel_____________________________________ (Name and Date)

Consultant Name: ERO Resources Corp

Consultant Address: 1842 Clarkston St Phone: 303 830-1188

Denver, CO 80218 Fax:

Key Personnel for Contractor: Steve Dougherty

Amount of This Agreement/Amendment (Indicate A or B)

A. Not to Exceed Amount:

B. Estimated Agreement Amount:

Existing Agreement Amount (if applicable):

Total Revised Agreement Amount:

$650,514

$

$10,577,978

$11,228,492

Insurance

Verified:

Workers’ Compensation Insurance

Employers' Liability Insurance at $1,000,000 per occurrence and in the

aggregate. If other than $1,000,000, enter amount:

Commercial General Liability Insurance at $1,000,000 per occurrence and

in the aggregate. If other than $1,000,000 enter amount: $

Automobile Liability Insurance at $1,000,000 per occurrence and in the

aggregate. If other than $1,000,000 enter amount:

Consultant Errors & Omissions Insurance Amount: $1,000,000

Page 1 H:\managmnt\AGREEMNT\2016\08-22-16 ERO Resources Amendment 22 (TR Comments 8.24.16) (2).docx

AMENDMENT NO. 22

TO

June 19, 2004

CONSULTING SERVICES AGREEMENT

GENERAL

This Amendment No. 22 (“Amendment”) is made and entered into on __________________,

2016, by and between the Northern Colorado Water Conservancy District, acting by and through

the Northern Integrated Supply Project Water Activity Enterprise (“Northern Water”), and ERO

Resources Corporation (“Consultant”), and amends the Consulting Services Agreement dated

June 19, 2004 (the "Agreement"), between Northern Water and Consultant regarding services

associated with the preparation of an Environmental Impact Statement for the Northern

Integrated Supply Project. All provisions of the Agreement not specifically modified in this

Amendment No. 22 shall remain in full force and effect in accordance with their terms.

DESCRIPTION OF CHANGES

The Agreement is modified as described below.

I. AGREEMENT, Paragraph 1. Scope of Services.

The Services shall include those described in Exhibit A attached to this Amendment.

II. AGREEMENT, Paragraph 2. Time of Commencement and Completion of

Services.

The Services described in Exhibit A shall commence on September 9, 2016 and shall

terminate on December 31, 2016.

III. AGREEMENT, Paragraph 4. Compensation.

Total compensation under this Amendment shall not exceed $650,514, and shall be based

on Consultant’s cost estimate and rate schedule attached as Exhibit A. Total

compensation under the Agreement as amended shall not exceed $11,228,492.

IN WITNESS WHEREOF, Northern Water and Consultant have executed this Amendment on

the date first set out above.

NORTHERN COLORADO WATER

CONSERVANCY DISTRICT, ACTING BY AND

THROUGH THE NORTHERN INTEGRATED

SUPPLY PROJECT WATER ACTIVITY

ERO RESOURCES CORPORATION ENTERPRISE

By: By:

Title: Title:

Date: Date:

Consultants in

Natural Resources and the Environment

Denver 1842 Clarkson St. Denver, CO 80218 303.830.1188

Boise 3314 Grace St. Boise, ID 83703 208.373.7983

Durango 1015 ½ Main Avenue Durango, CO 81301 970.422.2136

Western Slope P.O. Box 932 161 South 2nd St. Hotchkiss, CO 81419 970.872.3020

www.eroresources.com

ERO Resources Corp.

August 22, 2016

To: Carl Brouwer, Northern Colorado Water Conservancy District

From: Leigh Rouse

cc: Jack Denman

Re: NISP FEIS 2016 budget status

ERO is providing this memo as an update on the budget and to illustrate where additional funds are needed for the remainder of 2016. Based on the information in this memo, ERO is requesting $650,514 for Amendment 22 to the contract for tasks to be completed through the end of 2016. Table 1 shows the remaining budget through the end of July 2016. Currently, ERO has $110,126.56 left in Amendment 21 and Hydros has $118,409.50 left in Amendment 9 (at the end of July). The total budgets for Hydros in Table 1 are based on budgets prior to recent revisions (see Table 2 below).

Table 1. Budget update through July 2016 Company and Activities Total Budget Billed in

July Month Total billed

in 2016 Remaining

budget ERO Amendment 21

ERO Resources $252,846 $14,987.27 $206,953.21 $45,892.79 CDM – Model Support and Alt 4M $71,960 $15,040.00 $60,199.42 $11,760.58 Anderson Consulting – Stream Morphology $49,000 $10,562.50 $42,471.25 $6,528.75 WCRM – Cultural Resources $38,279 $539.50 $37,525.90 $753.10 Muller – Traffic $17,800 $0.00 $9,612.25 $8,187.75 GEI – Aquatics and Construction Emissions $160,000 $0.00 $14,842.62 $145,157.38 Headwaters – Hydrology Support $15,700 $0.00 $12,322.50 $3,377.50 Headwaters – Recreation $13,000 $0.00 $9,450.00 $3,550.00 KB – Air Quality $35,000 $0.00 $3,040.00 $31,960.00 BBC – Socioeconomics $36,000 $0.00 $5,220.00 $30,780.00

Subtotal Non-Hydros Tasks $689,5851 $41,129.27 $401,637.15 $287,947.85 Hydros – Amendment 10 Glade Water Quality Model $79,8303 $0.00 $37,963.25 -$37,963.25 Hydros – Amendment 11 Cactus Hill Water Quality Model $100,3553 $0.00 $17,645.75 -$17,645.75 Hydros – Amendment 12 Additional Water Quality $204,8053 $0.00 $43,845.50 -$43,845.50 Hydros – Out of Scope 0.00 $0.00 $78,366.79 -$78,366.79 Total ERO with additional Hydros Amendments N/A $41,129.27 $579,458.44 $110,126.56 Hydros – Amendment 9 Poudre River Water Quality $213,607.002 $0.00 $95,197.50 $118,409.50 1ERO’s budget for 2016 was originally $721,500 but decreased by $31,915 to account for budget borrowed from Hydros Amendment 9 in 2015. 2Hydros Amendment 9 is a separate contract from ERO’s contract and $213,607 was remaining at the beginning of 2016. In 2015, Hydros spent $320,210.73 of the total budget of $533,817. 3The overall ERO budget has not been increased to account for the additional budgets for Hydros Amendments 10, 11, and 12

llarmon

Typewritten Text

Exhibit A

Carl Brouwer Page 2 August 22, 2016

ERO Resources Corporation

Additional budget needs For 2016, the budget for ERO’s contract amendment 21 was $721,500. Because of a shortage at the end of 2015, ERO borrowed $31,915 from Hydros Amendment 9 as directed by Northern Water, leaving a budget of $689,585 for 2016. At the beginning of 2016, Hydros had $213,607 left in Amendment 9.

When ERO completed a budget proposal at the end of 2015 for 2016, ERO had not received proposals from all of the subcontractors and anticipated that some adjustments to the budget would be needed. Some of the budgets ERO proposed were lower than the actual budgets the subcontractors provided. Some tasks that have been needed such as the additional water quality analysis, water quality project management, and support from Headwaters were not originally in the budget. The $200,000 contingency would have covered some of these extra tasks. The following sections describe tasks that required higher budgets than what ERO proposed or were not included in the proposal.

Tasks with a Higher Budgets than Proposed Project management: ERO had a proposed budget of $65,000 but has averaged $11,500/month on project management. For the entire year, the project management task would likely need $138,636 or an increase of $73,636 for 2016.

Response to Comments: ERO has taken advantage of Steve Dougherty’s time to respond to comments, which is a considerable effort and has used more budget than was allotted for that task for 2016. The budget for Comment Responses was $30,000 and through the end of July $65,736 has been billed to this task. It is expected that another $30,000 will be needed to finalize the responses. Because of Steve’s efforts, some of the resource specialists will only need to review the responses instead of developing their own, which will reduce the effort in the future.

Modeling and Alternative 4M Memo Review: CDM was asked by the Corps to review the Alternative 4M memo provided by Northern Water. This task became more complicated and required additional meetings, conference calls, and revisions to CDM’s memo. For the modeling, in addition to updating all of the runs, CDM needed to configure the new Alternative 2M. CDM provides a summary of its additional budget request in the attached letter from Mark McCluskey. ERO had a budget of $10,000 for CDM, but CDM’s 2016 proposal was $71,960 and with the additional request for budget, CDM’s total would be $125,440 of which only $10,000 was accounted for in the 2016 budget.

Traffic: ERO originally budgeted traffic analysis as $5,000. Muller Engineering, the traffic subcontractor, provided a budget of $17,800. Most of this work is complete and about $8,000 remains for this task that could be moved to other tasks.

Tasks Not Originally Budgeted Hydrologic Support from Headwaters: Headwaters has provided support for hydrologic model issues and has responded to comments on water resources.



Headwaters has billed $13,010 through July, however, this was not part of the 2016 proposed budget.

Water Quality Analysis and Modeling: Hydros proposed three additional scopes of work to address water quality based on comments on the SDEIS: Glade Reservoir modeling, Cactus Hill modeling, and additional water quality analysis on the Poudre River, for a total of $384,990. Recently, Hydros made adjustments to most of the scopes of work based on Northern Water’s request for changes specifically to address some of Fort Collins’ concerns. Table 2 is a summary of previous and recent budget requests, amount spent, and predicted budget needs for the remainder of 2016 and for 2017. Hydros has also billed $81,945.54 for out of scope tasks that were needed to complete the additional analysis. For the remainder of 2016, Hydros is predicted to spend $314,204 for the models and water quality analysis. With the addition of $81,945.54 for out of scope tasks the total is $396,149.72.



Table 2. Summary of Hydros Budget

Hydros Amendment Previous budget

Revised budget

Spent in 2015

Spent 2016 Jan to Aug

invoice

Total spent to date

(includes August)

Remaining budget based

on revised budget

Predicted to spend to

end of 2016

Predicted to spend in

2017

Amendment 9 $533,817 $637,502 $320,210.73 $95,607.50 $415,818.23 $221,683.77 $55,420.94 $166,262.83 Amendment 10 Glade Model $79,830 $144,178 $0.00 $39,381.25 $39,381.25 $104,796.75 $72,089.00 $32,707.75 Amendment 11 Cactus Hill Model $100,355 $144,548 $0.00 $19,549.75 $19,549.75 $124,998.25 $54,928.24 $70,070.01 Amendment 12 Additional Water Quality $204,805 $263,532 $0.00 $53,540.50 $53,540.50 $209,991.50 $131,766.00 $78,225.50 Total $918,807 $1,189,760 $320,210.73 $208,079.00 $528,289.73 $661,470.27 $314,204.18 $347,266.09


Consu N

Water Quality Project Management: ERO Resources has attended many meetings on the water quality analysis and provided coordination to the resource leads. Budget associated with this task was not originally in the 2016 budget. ERO has spent an average of $1,217 per month on water quality management for a proposed total of $14,600 to cover this task to the end of the year. For the remaining five months, an additional $6,085 is proposed to be needed.

FEIS Preparation: It was anticipated that sections of the FEIS would not be prepared until 2017; however, some of the resource leads needed to update the FEIS section, such as traffic. ERO needed to integrate the information from the DEIS and the SDEIS into a final section that could be updated. This work was not in the 2016 budget.

Summary Table 3 provides a summary of the original budget ERO proposed for 2016, the adjusted budget, and what we expect will be needed for the remainder of 2016. The adjusted budget is either what has been spent on that task, what we expect to spend on that task based on previous months, or the contract amount that subcontractors proposed as their budget for specific tasks. The budget needed for the remainder of 2016 accounts for the amount already spent on those tasks. Based on the summary in Table 3, ERO is requesting $650,514 for tasks to be completed through the end of 2016 as part of Amendment 22 to the contract.



Table 3. Summary of budget differences and budget needs

Task Name Original Budget

Adjusted Budget

Budget needed for remainder

of 2016

FEIS Preparation $0 $10,000.00 $4,000 Wetlands $7,000 $13,000.00 $0 Effects Analysis (conveyance wetlands) $5,000 $5,518.00 $0 Water Quality ERO $0 $10,000.00 $6,085 Hydros Amendment 10 Glade $0 $144,178.00 $72,089.00 Hydros Amendment 11 Cactus Hill $0 $144,548.00 $54,928.24 Hydros Amendment 12 Water Quality $0 $263,532.00 $131,766.00 Hydros out of scope tasks $0 $81,945.54 $81,945.54 Traffic Muller $5,000 $17,800.00 $400 Air Quality KB $35,000 $35,000.00 $32,000 Cultural Resources WCRM $38,500 $38,500.00 $753 Comment Responses $30,000 $95,000.00 $30,000 Project Management $65,000 $95,000.00 $57,500 Socioecomonics BBC $28,000 $36,000.00 $23,000 Aquatics and Emissions GEI $160,000 $160,000.00 $145,157 Upper Galeton Resources $17,000 $17,000.00 $0 Hydrology Headwaters Corporation $0 $15,700.00 $3,377 Recreation Headwaters (Oamek) $18,000 $13,000.00 $3,550 Stream Morphology ACE $49,000 $49,000.00 $6,528 Model Support CDM $10,000 $125,440.00 $65,240 BLM species $4,000 $4,666.00 $0 Bat surveys $5,000 $0.00 $0 FACWet $15,000 $15,000.00 $13,516 Riparian Mapping $10,000 $10,000.00 $8,806 Land Use $20,000 $20,000.00 $20,000 Contingency $200,000 $0 $0

Total $721,500 $1,419,827.54 $760,641 Remaining ERO budget (August billing not included) -$110,126.56 Total 2016 amount needed for ERO Amendment 22 $650,514

Hydros Amendment 9 Water Quality $533,817 $637,502.00 $55,420.94 Remaining Hydros budget (August billing included) $117,998.771

Total 2016 amount needed for Hydros Amendment 9 $02

1This total is different from Table 1 because this total includes the August invoice for Hydros.

2Hydros would have $62,578.56 from Amendment 9 that would not be spent in 2016 from the original budget request. For 2017, they would need a total of $166,262.83 for Amendment 9.

555 17th Street, Suite 1100

Denver, Colorado 80202

tel: 303 383-2300

fax: 303 308-3003

August 9, 2016 Ms. Leigh Rouse ERO Resources Corp. 1842 Clarkson Street Denver, CO 80218 Subject: Additional Budget Request for Technical Support on NISP FEIS

Dear Ms. Rouse:

The purpose of this letter is to request additional funding for services to be performed by CDM Smith regarding preparation of an Environmental Impact Statement for the Northern Integrated Supply project in connection with the subcontract agreement dated February 9, 2011. CDM Smith is currently working under Amendment #10 for this contract and are 83 percent spent of the total budget.

As you know CDM Smith has been directed by the Corps and ERO to assist on several tasks that were not included in the current scope as well as additional work requested associated with the scoped tasks. For example, Task 12 was to perform a review of the proposed Alternative 4M. This review was provided within the allocated budget. Since then, CDM Smith was directed to perform additional analysis to quantify flows/yields under varying conditions and revise the memo to accommodate this analysis. As we understand the current status of this Alternative, it is anticipated that there will be more work to be performed before it is complete. There is a meeting scheduled on August 4th to discuss Northern’s response and the Corps position on Alternative 4M with Northern, Corps, ERO and CDM Smith.

CDM Smith has also required additional coordination with Corps, ERO and Northern to come to a consensus on what needs to be included in the final hydrology modeling. Since then the hydrology modeling had commenced but will require additional budget to complete the specified model runs. As a result, we have expended most of the budget under the current amendment and would like to request additional funding to perform the tasks that have been identified in order to support the NISP Final Environmental Impact Statement (FEIS).

On Going Work Tasks

Project Management (Task 11) CDM’s project management of this project is ongoing. The management of the project will require additional coordination with ERO and the Corps as well as staff management, progress

Ms. Leigh Rouse August 9, 2016

Page 2

reports and invoicing. I suggest an additional budget of $2,000 (for a total Task 11 budget of $4,9540) be allocated to cover additional work completed for this task. Alternative 4M (Task 12) CDM’s support of the review of Alternative 4M is ongoing. There is a meeting scheduled on August 4, 2016 to go over Northern’s response to Alternative 4M, the Corps Evaluation of that response and identify next steps. Mark McCluskey and Hal Simpson will be participating in the meeting and it is unknown what additional technical support will be required for this task to validate it or remove it as a potential alternative. I suggest an additional budget of $13,540 (for a total Task 12 budget of $17,300) be allocated to cover additional work completed for this task and provide support as directed by ERO Resources based on the outcome of the meeting on August 4, 2016.

Final Hydrology Modeling (Task 13) Per recent discussions with ERO and the Corps we have received additional information and direction which has allowed us to scope the level of effort required to complete the final hydrology modeling. A detailed listing of the model updates, model runs and results to be reported were provided in my email dated July 12, 2016 (Attachment A). The cost to complete all of the final hydrology modeling as defined in the email is estimated to be an additional $21,650 for a total Task 13 budget of $46,110.

General On-call Support (Task 14) In addition, based on past work we have found that the on-call task has been beneficial to support additional unanticipated requests from the Corps, Cooperating Agencies and project team. I would propose that we add $14,300 to this task to address any unforeseen requests for a total Task 14 budget of $34,290.

Hydrology Support for Surface Water Quality (Task 15)

CDM Smith was required to provide additional support for the surface water quality tasks above what was anticipated at the onset of this coordination. For this reason, I request that $2000 be added to this task for a total Task 15 budget of $22,000.

A summary of the additional funding requested is shown in Table 1. The additional funding request leverages the remaining funds to complete the ongoing work and allows flexibility to react to unanticipated Corps requests.

Ms. Leigh Rouse August 9, 2016

Page 3

Table 1 – Summary of Contract Amounts and Additional Funding Request

Task

Current Total

Contract Amount

Additional Funding

New Contract Amount

Remaining Budget

(as of June 30,

2016) TASK 11 - PROJECT MANAGEMENT, MEETINGS, AND CONFERENCE CALLS

2,940.00 2,000.00 4,940.00 1,990.00

TASK 12 - REVIEW AND COMMENT ON NISP ADDITIONAL ALTERNATIVE INVESTIGATION

3,760.00 13,540.00 17,300.00 7,502.50

TASK 13 - PERFORM ADDITIONAL HYDROLOGIC MODELING

24,460.00 21,650.00 46,110.00 35,000.00

TASK 14 - GENERAL SUPPORT FOR WATER RESOURCES SECTIONS OF NISP FEIS

20,000.00 14,290.00 34,290.00 20,002.50

TASK 15 - PROVIDE HYDROLOGY SUPPORT FOR SURFACE WATER QUALITY ANALYSIS

20,000.00 2,000.00 22,000.00 -15.00

REIMBURSABLE EXPENSES 800.00 0.00 800.00 760.58

Totals $71,960.00 $53,480.00 $125,440.00 $65,240.58

Therefore, we request the Amendment #10 budgets for Task 11, 12, 13, 14 and 15 be increased in the amount indicated above for a total of $53,480.

Sincerely,

Mark McCluskey, P.E. Project Manager CDM Smith Inc.

\\mammoth\eng\Condition Assessment\Mott MacDonald\Contract Documents\2016-08-24 Mott MacDonald Consulting Services Summary Form.docx



Project: System Condition Assessment

Entity: X District __ Subdistrict

Activity Enterprise (if applicable): This is a: X New Agreement __ Amendment to Existing Agreement Amendment No. Orig. Agreement Date:

Starting Date of This Agreement/Amendment: September 9, 2016 Completion Date: September 29, 2017 Project Manager/Northern Water Representative: Amy Johnson

Reviewed and approved by Legal Counsel: Michael Kopp 8/29/16 (Name and Date)

Consultant Name: Mott MacDonald Consultant Address: 143 Union Boulevard, Suite 1000 Phone: 303-723-5095 Lakewood, CO 80228 Fax: 303-831-0290 Email: [email protected] Key Personnel for Contractor: David Jurich Included in current year budget? Yes _X No Fund? Amount of This Agreement/Amendment (Indicate A or B)

A. X Not to Exceed Amount: B. __ Estimated Agreement Amount:

Existing Agreement Amount (if applicable): Total Revised Agreement Amount:

Included in 2017 Budget $ $ 250,000.00 $ $ 0

Insurance Verified:

Workers’ Compensation Insurance Employers' Liability Insurance at $1,000,000 per occurrence and in the

aggregate. If other than $1,000,000, enter amount: $ Commercial General Liability Insurance at $1,000,000 per occurrence and

in the aggregate. If other than $1,000,000 enter amount: $ Automobile Liability Insurance at $1,000,000 per occurrence and in the

aggregate. If other than $1,000,000 enter amount: $ Consultant Errors & Omissions Insurance Amount: $1,000,000

mailto:[email protected]

Exhibit A Condition Assessment Scope-of-Services Task 1: Scoping & Planning

• Preliminary review of sample records provided by Northern Water to estimate extent of comprehensive records search.

• Northern Water led 2-day site reconnaissance tour of Northern Water distribution system by key members of the team to familiarize and facilitate planning.

• Kickoff Scoping Meeting at Northern Water to discuss the project, goals and objectives, methods for accomplishment, and to develop a plan for prioritized field inspection of selected structures and deliverable milestone dates.

Task 2: Inspection of Selected Structures

• Comprehensive review of Northern Water records of structures to be inspected. • Pre-inspection coordination and planning: employee risk assessments, safety protocols and

training, logistics and scheduling for field activities, data management procedures, condition assessment methodology.

• Document the Condition Assessment Methodology including the basis of the condition assessment criteria, prioritization methodology and inspection methodology in collaboration with Northern Water personnel prior to beginning work

• Detailed in-person inspection and testing of select unwatered structures. Inspection expected to include ten siphons and/or potentially other select structures as agreed at the Task 1 Kickoff Scoping Meeting.

Task 3: Additional Unwatered Inspections

• Inspection and testing of additional structures including tunnels, drop/chutes, overflow sections, special facilities and lined canals as agreed at the Task 1 Kickoff Scoping Meeting.

• Additional testing of a limited number of structures identified during prior detailed visual and physical inspection.

• Detailed scope, budget and schedule for additional unwatered inspections to be determined after preliminary analysis of data collected in Task 2.

Task 4: Watered Inspections

• Optional inspections and testing of additional select structures in watered/operating condition including drainage features, siphon and tunnel inspections by Remotely Operated Vehicles or other remote methods, as necessary.

• Optional visual inspection of select canal sections or special facilities in watered/operating condition, as necessary.

• Detailed scope, budget and schedule to be determined after preliminary analysis of data collected in Tasks 2 and 3.

Task 5: Review existing Reclamation literature for the Colorado-Big Thompson Project

• Review available CFRs and PFRs from the Bureau of Reclamation • Summarize the conclusions and recommend future action for Northern Water

Task 6: Condition Assessment • Organization and presentation of condition assessment findings and data. • Structural evaluations and risk assessment, scoring, and prioritization of repairs or replacement.

Task 7: Conceptual Design

• Develop design criteria for repairs prioritized in Task 5. • Prepare conceptual level design drawings of repairs. • Complete order-of-magnitude cost estimates for conceptual level repair designs.

Task 8: Final Report

• Develop Preliminary Action Plan, long-term planning, and budgeting recommendations. • Draft and Final System Condition Assessment Report. • Prepare presentation of findings and deliver to Northern Water Board of Directors.

Exhibit BSystem Condition Assessment Project: 375400Northern Colorado Water Conservancy DistrictDraft ScheduleDate: August 26, 2016

Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep

1: Scoping & Planning a. Preliminary review of records b. 2-day site reconnaissance tour of distribution system c. Kick off Scoping Meeting

2: Inspection of Selected Structures a. Comprehensive review of Northern Water records b. Pre-inspection coordination and planning c. Document Condition Assessment Methodology d. Outage manned inspections

3: Additional Unwatered Inspections a. Outage manned inspections, non destructive testing, & sampling

4: Additional Watered Inspections a. Siphon in-flow ROV inspections - as necessary

5: Review Existing Reclamation Lierature for the Colorado-Big Thompson Project a. Review available CFRs and PFRs from the Bureau of Reclamation b. Summarize conclusions and recommend future action for Northern Water

6: Condition Assessment a. Data organization and analysis b. Condition and risk assessment, scoring anr prioritizing

7: Conceptual Design a. Develop design criteria b. Conceptual design of repairs c. Cost estimates for repairs

8. Final Report a. Preliminary Acction Plan, long term planning and budgeting recommendations b. Draft and final System Condition Assessment Report c. Presentation to Northern Water Board of Directors

2016Tasks 2017

NORTHERN COLORADO WATER CONSERVATION DISTRICT SYSTEM CONDITION ASSESSMENT CONSULTING SERVICES

MOTT MACDONALD RATES Hourly labor rates are tabulated below are for the potential full duration of the contract. Annual escalation of these rates following the first year of the contract period is estimated at a nominal 3% increase per year. Fees for services will be based on actual time expended on the Project, including travel, by our personnel and will be calculated by multiplying the actual number of hours by the rates tabulated below.

Position Hourly Rate

2016-2017 2018 2019

Senior Technical Advisor $300 $309 $318

Senior Project Manager, Asset & Information Strategies Expert $260 $268 $276

Technical Advisor $200 $206 $212

Task Lead, Lead Inspector / Team Lead, Lead Estimator $185 $191 $196

Quality Manager, Health & Safety Manager $165 $170 $175

Senior GIS Specialist $155 $160 $164

Project Engineer $150 $155 $160

Engineer, Inspector $130 $134 $138

Senior CAD Designer $125 $129 $133

CAD Designer, GIS Specialist $105 $108 $111

Administrative $83 $85 $88

REIMBURSABLE EXPENSES

Mileage for travel directly attributable to our professional services will be charged at the IRS standard rate (currently $0.54) and is subject to change accordingly. Other expenses that are directly attributable to our professional services will be invoiced at our cost.

SUBCONTRACTOR SUPPORT SERVICES

Rates for special inspection and testing services provided by our specialty subcontractors, as necessary, will be submitted during the scoping process based on services required. All direct costs incurred for services performed by subcontractors will be subject to a 5% mark up.

EXHIBIT C

Page 1 of 1 Northern Water Rates.docx

FEE SCHEDULE October 1, 2016 through September 30, 2017

Fees for Shannon & Wilson’s services are based on the actual time expended on the project, including travel, by our personnel and will be computed by multiplying the actual number of hours worked times the following rates:

Personnel Senior Vice President ......................................................................... $253.00/hr Vice President ..................................................................................... $206.00/hr Senior Associate ................................................................................ $181.00/hr Associate ............................................................................................. $160.00/hr Senior Professional III ........................................................................ $145.00/hr Senior Professional II ......................................................................... $129.00/hr Senior Professional I .......................................................................... $109.00/hr Professional IV ..................................................................................... $98.00/hr Professional III ...................................................................................... $93.00/hr Professional II ...................................................................................... $88.00/hr Professional I ....................................................................................... $78.00/hr

Regular Overtime Sr. Technician .................................................................................... $101.00/hr $117.00/hr Technician IV ....................................................................................... $87.00/hr $100.00/hr Technician III ........................................................................................ $78.00/hr $90.00/hr Technician II ......................................................................................... $67.00/hr $78.00/hr Technician I ......................................................................................... $60.00/hr $70.00/hr Sr. Drafter .......................................................................................... $103.00/hr $119.00/hr Drafter III, IV ........................................................................................ $93.00/hr $107.00/hr Drafter I, II ............................................................................................ $78.00/hr $90.00/hr Administrative III/IV ............................................................................ $88.00/hr $100.00/hr Administrative I/II ............................................................................... $67.00/hr $78.00/hr

The hourly rates for the services of our staff will be doubled for time spent actually providing expert testimony.

Reimbursable Expenses Expenses other than salary costs that are directly attributable to our professional services will be invoiced at our cost.

Field Equipment

Vehicle (over 25 miles from office) ............................................................. Per Federal Mileage Rate Generator, Concrete Coring Machine, Water Tank, and Appurtenances ........................... $100.00/day

Laboratory Testing Concrete Core Compression Test ...................................................................................... $50.00/each

Labor rates are subject to a 3-percent annual increase on October 1 of each year, starting in 2017.

MUNICIPAL SUBDISTRICT

NORTHERN COLORADO WATER CONSERVANCY DISTRICT

AND


MS-347-09-16

D-1278-09-16

RESOLUTION IN SUPPORT OF

INITIATIVE 2015-16 NO. 96; AKA AMENDMENT 71

WHEREAS, the Northern Colorado Water Conservancy District (Northern Water) and the

Municipal Subdistrict of the Northern Colorado Water Conservancy District (Subdistrict), having

been formed under the authority of the Water Conservancy Act statutes (37-45-101 et seq),

together supply through the Colorado-Big Thompson Project and the Windy Gap Project

respectively an average of over 230,000 acre feet of water, water which is diverted from the

headwaters of the Colorado River, stored in and conveyed through facilities of the Colorado-

Big Thompson Project, and delivered for beneficial use in northeastern Colorado, providing

directly or indirectly a supplemental raw water supply to over 640,000 acres of irrigated

farmland and to a population of over 900,000; and

WHEREAS, Northern Water and the Subdistrict, as entities which are each a subdivision of the

State of Colorado, are governed by the Colorado Constitution and the statutes of the State of

Colorado, and have a duty to assure that modifications to the Colorado Constitution and

Colorado statutes do not jeopardize the interest of Northern Water, the Subdistrict, or their water

users, beneficiaries, or constituents; and

WHEREAS, Northern Water and the Subdistrict support the Colorado Constitution and existing

Colorado statutes, which include protections for water rights and property rights, as well as

citizen rights to initiate both statutory and constitutional amendments by petition; and

WHEREAS, the current initiative process in Colorado requires that proponents of both

constitutional and statutory changes submit signatures equaling 5% of the previous Secretary of

State vote total to place the initiative on the ballot, and once placed on the ballot, initiatives

require only a simple majority to pass either a constitutional or statutory amendment; and

WHEREAS, Northern Water and the Subdistrict Boards of Directors believe that Colorado’s

Constitution serves as the framework for Colorado’s state government, is meant to protect our

basic rights, and should not be so easily amended; and

WHEREAS, the current initiative process leads to an easily amended and ever-expanding state

Constitution instead of promoting statutory changes which provide citizen direction for normal

legislative functions, are more flexible and can be refined or corrected by the legislature when

necessary; and

Page 2 MS-347-09-16

D-1278-09-16

September 8, 2016

WHEREAS, the ease of amending the Constitution in Colorado is attractive to special interest

groups, both from within and from outside the State of Colorado; and

WHEREAS, amendments to the Constitution can jeopardize existing constitutional protections,

threaten water rights and other property rights, and create governmental inefficiencies; and

WHEREAS, Northern Water and the Subdistrict Boards of Directors believe that constitutional

changes should only be adopted if carefully considered and largely supported by a wide

geographic representation the citizens of Colorado; and

WHEREAS, Northern Water and the Subdistrict Boards of Directors believe that support for

constitutional amendments would be better demonstrated by requiring at least 2% of the required

signatures to be obtained from each of the state’s 35 senatorial districts, guaranteeing that a

broad range of Colorado’s citizens are represented and heard; and

WHEREAS, Northern Water and the Subdistrict Boards of Directors believe that support for

constitutional amendments should be demonstrated by requiring at least 55% of the vote to pass

a constitutional amendment instead of the current requirement of a simple majority (50%); and

WHEREAS, the Northern Water and the Subdistrict Boards of Directors endorse the efforts of

“Raise the Bar, Protect Our Constitution” and their initiative, known as Initiative 2015-16

No. 96 and also known as Amendment 71, unofficially captioned “Requirements for Initiated

Constitutional Amendments” which protects voters’ rights and their ability to amend Colorado’s

Constitution while also fostering a higher level of civic engagement for future changes to the

Constitution.

NOW THEREFORE, BE IT RESOLVED THAT the Boards of Directors of Northern Water and

the Subdistrict support the initiative submitted by“Raise the Bar, Protect Our Constitution”

unofficially captioned “Requirements for Initiated Constitutional Amendments”asking voters to

hold Colorado’s Constitution to a higher standard by requiring minimum signature requirements

statewide and increasing the threshold for voter approval from 50% to 55% in order to amend

Colorado’s Constitution.

CERTIFICATE

I, Eric W. Wilkinson, do hereby certify that the above is a true and correct copy of a

Resolution unanimously adopted by the Board of Directors of Northern Colorado Water

Conservancy District at a Planning and Action Session meeting of said Board held in

Berthoud, Colorado, on September 8, 2016.

Secretary


RESOLUTION

D-1278-09-16

FY2017 OPEN-RATE ASSESSMENT FORWARD GUIDANCE

WHEREAS

1. The Northern Colorado Water Conservancy District (Northern Water) was created under

the Water Conservancy Act (C. R. S. 37-45-101 et. Seq.), which gives the Board of

Directors (Board) the power to levy and collect taxes and assessments.

2. NORTHERN WATER adopted resolution D-1228-07-14 which described a framework

for setting future assessment rates, and indicated that within its limited ability to forecast

future financial requirements and obligations, Northern Water will make financial

projections and provide estimates of open-rate assessments for the following two (2)

fiscal years.

NOW, THEREFORE, BE IT RESOLVED

1. NORTHERN WATER provides the following estimated range of assessment rates for

Fiscal Years 2018 and 2019:

Customer Class

Actual ($/AFU) Estimated ($/AFU)

FY 2017 FY 2018 FY 2019

Municipal, Industrial and

Multipurpose 42.20 43.50 - 45.10 44.80 - 48.00

Irrigation 24.90 25.70 - 26.60 26.40 - 28.30

2. NORTHERN WATER reserves its discretion to modify or suspend this forward guidance

at any time.

CERTIFICATE

I, Eric W. Wilkinson, do hereby certify that the above is a true and correct copy of a Resolution

unanimously adopted by the Board of Directors of Northern Colorado Water Conservancy

District at a regular meeting of said Board held in Berthoud, Colorado, on September 08, 2016.

Secretary

Placeholder for Consolidated Report to come from Sarah Smith.

It will be placed in the Board meeting folder separately.

Summary reports of water deliveries, Storage, Inflow, and Precipitation reports will also be available

later and placed in the Board Meeting folder separately.

O&M Current Activities

Northern Water Board Meeting September 8, 2016

COLLECTION SYSTEMS

Granby spillway repairs August. Patches on diagonal section and repair of the flip bucket. Removal of rock from spillway floor section. Dive services sealed radial gates at Granby and also inspected Windy gap bypass chamber in preparation for installing bulkheads and inspecting the discharge conduit along with auxiliary gate. Good job by all including mechanical and electrical along with civil with removal including traffic control.

Install water proof lighting in Granby dam outlet tunnel. Started, will continue when 12 in jet flow is shutdown.

FPP at two pump operations every other day with a 24 hour pumping to stir algae with operations modifications for clarity efforts.

Continuing 5412 releases from Granby, will slowly reduce this month, will go to 40 plus normal on the 8

th, 20 plus normal on the 15

th and 8 plus normal for one day on the 19

th to be off 5412 on the 20

th.

Pumped Willow creek 8/30 thru 9/2 maintains recreation level.

DISTRIBUTION SYSTEMS General maintenance on the Hansen Feeder, Hansen Supply, St. Vrain Supply,

Boulder Feeder and Boulder Creek Supply Canal.

The Distributions Crew continues to treat the canals for algae and mow the right-of-way.

Hansen Feeder Canal upstream of the Redstone Siphon.


September 8, 2016

Page 2

Horsetooth Dam Lighting Project

Work continues at Horsetooth dam replacing the old light fixtures, conduit and wire in the valve house and in the tunnel section that houses the 72” steel penstocks. The old lighting fixtures had asbestos insulation that encased the conductors and all those old fixtures were safely removed and disposed of.

Horsetooth Valve House


September 8, 2016

Page 3

Boulder Creek Supply Canal

A section of road on the Boulder Creek Supply Canal between Jay Road and the 10 foot parshall flume was repaired. This section of road had settled and required stabilization and fill. In addition, sections of the road paralleling the Boulder Creek Supply Canal between the 10 foot parshall flume and Lookout Road required additional base. Road base was hauled, graded and compacted.

Road repair on the Boulder Creek Supply Canal

Trout Hydropower Facility

The Distribution Crew noted one of the units at the Trout Hydropower facility was making noise which was not consistent with normal operation. As a result, the unit was taken out of service for the better part of a day and the draft tube was removed so an inspection of the stainless steel runner could take place. Clearance measurements taken between the runner and the casing indicated the runner was in contact with the casing. A minor adjustment of the generator was made by removing two shims, which corrected the problem. The unit was brought back on line later in the day.

Inspection and minor adjustment at the Trout Hydropower facility.


September 8, 2016

Page 4

Southern Water Supply Project

Four holes were drilled around the West Longmont Pump station. The purpose of drilling the holes was to determine the soil type and depth to solid foundation material (bedrock). This facility has settled, which in turn, has caused damage to the facility. The geotechnical work will provide information required to stabilize the facility and prevent further settling. One of the conductors that provide power to unit 3 at the Louisville Superior pump plant shorted and took the unit out of service. The short occurred right at the lug connector. The old wiring was removed and new wire was installed from the variable frequency drive to the motor. In addition the motor was taken to Consolidated Electric where they inspected and serviced the motor. There was no damage to the motor so it was run tested, new bearings were installed and the motor was reinstalled and put back into service.

Motor after it was tested, reinstalled and placed back in service at the Louisville Superior Pump Plant.

Cross Drains

All the cross drains on the Boulder Creek Supply Canal, Boulder Feeder Canal, St. Vrain Supply Canal and the Hansen Supply Canal were inspected. Over time, sediment accumulates at the entrances to these structures and vegetation grows in the approaches. Over the next month or so, all the cross drains will be cleaned and vegetation will be removed and hauled off.

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LEGAL REPORT


September 8, 2016

I. Water Court Litigation

A. Protection of C-BT Return Flows. The purpose of this activity is to make sure that

return flows from the use of C-BT water remain in Northern Water for use in

accordance with the Repayment Contract. Counsel and staff continue to review water

right applications filed in Water Division No. 1 on water rights that divert water within

Northern Water to determine whether the changes contemplated would result in the use

of C-BT Project water, or Project return flows, outside of Northern Water boundaries or

in a manner inconsistent with the terms of Repayment Contract. Staff is developing

consistent methods for quantification of the return flows so that the return flows can be

protected for use as required under the Repayment Contract. In these cases, Counsel has

been seeking the inclusion of terms in the decree for the protection of C-BT return flows.

Several applications pending, including changes of water rights are set for trial in 2016

and 2017. Many of these cases also involve base water supply protection issues.

B. Protection of Base Water Supplies. The purpose of these activities is to implement the

Board’s direction that Northern Water staff and counsel evaluate methods to

protect base water supplies within Northern Water and take appropriate steps to do

so. Northern Water is an objector to numerous water right applications to either

appropriate new water rights within Northern Water, or change existing water rights

within Northern Water, for beneficial uses outside of Northern Water.

C. Protection of Glade (Grey Mountain) Reservoir Storage and SPWCP Water Rights.

The purpose of these activities is to implement the Board’s direction that Northern

Water staff and counsel protect Northern Water’s native direct flow, storage, and

exchange water rights decreed to the Glade Reservoir and South Platte Water

Conservation Project from injury. Northern Water is an objector to numerous water

right applications to change the use of existing water rights or to adjudicate

augmentation plans for new uses in the South Platte River and its tributaries.

Applications for changes of water rights or plans for augmentation may have the

potential to injure Northern Water’s decreed water rights indirectly through increased

rebound calls or by directly reducing the amount of water that may be physically

available for diversion or exchange under Northern Water’s conditional water rights, if

appropriate terms and conditions are not imposed.

II. Other Matters

A. CBT Allotment Contract Administration. Counsel and Staff are working through a series

of issues related to the status of existing CBT Allotment Contracts. The purpose of this

work is to ensure that CBT Project water is used in a manner that meets the requirements

of state and federal law and related Northern Water Rules, Regulations, Policies and

Procedures.

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B. Northern Integrated Supply Project. The purpose of this action is to develop a water

project in the Poudre River basin to provide water for users within Northern Water.

The U.S. Army Corps of Engineers is the lead federal agency for permitting because of

its CWA Section 404 permitting authority. A Supplemental Draft EIS for NISP was

released on June 19, 2015. The Corps is now reviewing and considering public

comments received on the SDEIS. Northern Water staff is working, in coordination with

counsel, on required analyses to support the State 401 water quality certification and fish

and wildlife mitigation planning processes. Northern Water staff and counsel are also

researching possible mineral interests at the Glade and Galeton Reservoir sites.

C. Water Quality Activity. The purpose of this action is to ensure that water quality

laws and regulations continue to allow Northern Water to conserve and beneficially

use water resources. See also, additional report from Peter Nichols. Grand Lake

Clarity issues have been active both in managing the flows through Grand Lake and the

federal NEPA process. Counsel has been attending periodic staff and attorney water

quality meetings on the full range of water quality issues.

D. Water Transfer Rule. In 2014 the Southern District of New York issued a water transfers

decision regarding a challenge to the EPA Water Transfers Rule. Catskill Mountains

Chapter of Trout Unlimited et al. v. U.S. Environmental Protection Agency et al.,

Consolidated Case Nos. 08CV5606 and 08CV8430 (S.D.N.Y. March 28, 2014). The

Court found EPA’s analysis to be arbitrary and capricious, therefore not entitled to

deference. In regard to the definition of navigable waters, the Court found that EPA

requiring a permit for a discharge into the receiving water implies that the transferred

water is not navigable, but, if EPA considered transferred water to be navigable, then it

“should require an NPDES permit for the discharge into the transferred water, regardless

of whether it was ultimately transferred to a navigable waterbody.” The Court held that

EPA unlawfully expanded the scope of “navigable waters” in the Rule. The matter is

now pending in the 2nd Circuit Court of Appeals.

E. Front Range Water Council. The purpose of this activity is to cooperate with other

entities that divert water from the Colorado River basin to the east slope on issues of

mutual concern. FRWC is involved in the ongoing Colorado River Basin Study

additional analyses, water bank activities including system conservation, conservation in

demand management, potential participation of FRWC in pilot projects and water

bank/demand management.

F. Colorado River Seven State Negotiations. The purpose of this work is to protect

Colorado’s entitlement to water from the Colorado River under the Colorado River

Compact and to develop a contingency plan in the event of continued severe drought

conditions. Counsel is participating in negotiations regarding a contingency plan that

could be implemented in the event of continued drought conditions that could threaten

Lake Powell elevations and Upper Basin releases from Lake Powell. These negotiations

also include discussions with the West Slope regarding the manner of implementing any

such contingency plan. Other active Colorado River Basin issues include continued

negotiations with Mexico regarding the release of water for environmental purposes.

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G. Real Property and Easement Support. The purpose of this work is to protect existing

property interests and acquire property interests needed for future water supply

projects. Northern Water owns approximately 220 miles of right of way and 7,000 acres

of real property. Northern Water filed a complaint recently in Weld County Court

against a property owner and associated tenants and businesses in Weld County.

Northern Water personnel observed unauthorized individuals on the property pumping

water from the South Platte Supply Canal into a truck and then discharging discolored

water from the truck, which migrated back towards the canal. Northern Water has

obtained a preliminary injunction prohibiting the defendants from accessing the canal

easement, pumping water from the canal, or discharging water to the canal. Northern

staff spoke directly with one of the defendants and the Weld County Sheriff after the entry

of the injunction when several employees were found on the canal easement apparently

building a fence.

H. Claims to deep aquifer nontributary water within the boundaries of Northern Water. The

purpose of this work is to ensure that water developed within the boundaries of

Northern Water is correctly characterized as tributary or nontributary. The 70

Ranch and James Mertens filed applications in Case Nos. 14CW3118 and 13CW3158,

respectively, for non-tributary ground water rights in the Upper Pierre aquifer. Those two

cases are set for separate trials at the end of 2016 and the beginning of 2017. Northern

Water filed Statements of Opposition in both cases, and has reviewed preliminary

engineering in both cases. This review indicates that the claimed ground water rights do

not meet the nontributary ground water standard and that the applicants have not

provided sufficient site-specific data to demonstrate that the ground water is nontributary.

The engineering analyses in the 70 Ranch case and the Mertens case are being provided

by the same consultant. James Mertens also filed an alternative application (case no.

16CW3013) for tributary water right and plan for augmentation for the same well

claimed to be nontributary in 13CW3158, and Northern Water filed a statement of

opposition in that case.

I. EPA/Corps of Engineers Rulemaking. On June 29, 2015, the U.S. EPA and Army Corps

of Engineers published a final rule “clarifying” the agencies’ geographic scope of

jurisdiction under the Clean Water Act. This rule extends CWA jurisdiction to remote

intermittent and ephemeral drainages that flow only infrequently or in response to

rainfall. It also treats canals and ditches as jurisdictional “tributaries” unless they fall

within certain exemptions, which are ambiguous. Numerous states and other

organizations have filed lawsuits in federal district court and the federal courts of appeal

seeking to vacate the rule. The petitions for appellate review have been consolidated

before the 6th

Circuit. The 6th

Circuit has determined that it has jurisdiction to decide the

case, has issued a nationwide injunction against the agencies’ implementation of the rule

pending further order of the court, and has set a briefing schedule on the merits that

extends into February of 2017. The lawsuit filed in the federal district court in North

Dakota (in which Colorado is a party) has been stayed pending the outcome of the 6th

Circuit proceedings. Presently, the stay of the rule remains in effect and the Corps of

Engineers is processing CWA 404 jurisdictional determinations under its previous

criteria. Northern Water Inclusions. Staff and counsel are working to properly include

lands receiving water from entities which pursued annexations but failed to include the

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annexed lands into Northern Water Boundaries. Northern Water staff and Boulder

staff have agreed to the list of Boulder properties which need inclusion and intend to

present the large group of inclusions to the Board for inclusion as an entire group.

J. Colorado Legislative Support. The Legislative Interim Water Committee topics are as

follows: Water Banking; Alternative Transfer Mechanisms, Aging Infrastructure, Water

Loss Audit Reporting, financing water projects, Beneficial uses of water following the St.

Jude’s v. Roaring Fork opinion, tap fees to finance the state water plan. The State

Engineer issued Written Instructions to its Division Staff on July 6, 2016 which addresses

the St. Jude opinion and has precipitated attorneys meetings regarding how to move

forward with potential legislation in the upcoming session. The Secretary of State’s

office has created a CORA Working Group in response to SB 16-037, which, if passed,

would have required that public records in database format (such as Excel spreadsheets),

as well as the underlying data inputs and outputs, be made available to the public in a

similar format (i.e., not converted into a pdf first). The Secretary of State has continued to

meet with a working group which has not come to consensus on the issues and is also

debating an alternative to the attorney fees provision through an alternative dispute

mechanism. The Colorado Water Congress, counsel and Northern Water staff are

monitoring the work group.

K. Parking and Storage Agreement Rule Litigation. Litigation to confirm the validity of the

Parking and Storage Agreement Rule is ongoing in Case No. 2015CV03106, Weld

County District Court. Initial Disclosures were provided on June 30, 2016. Objections to

disclosures and a Stipulation regarding Electronic Discovery were filed on July 15, 2016.

Disclosures and discovery are more complex than usual due to the fact that there are over

10 gigabytes of electronic records that respond to Petitioners’ requests. Trial is set for 4

days starting January 9, 2017. Counsel and staff attended mediation on Friday August 5,

2016, at the Greeley court house. The mediator was well prepared however, no

settlement was reached.

Peter D. Nichols Email: [email protected]

Partner

To: Eric Wilkinson

From: Peter D. Nichols

Date: 6 September 2016

RE: Water Quality Counsel’s Monthly Report

Below is Berg Hill Greenleaf Ruscitti’s report on water quality activities for the past

month. For clarity, changes since last month are shown in italics.

A. Water Quality - State Regulatory Activity. The purpose of this action is to insure that

state regulations continue to allow Northern Water to conserve and beneficially use water

resources.

A.1 Grand Lake Clarity. The Water Quality Control Commission (WQCC) adopted a

narrative clarity standard for Grand Lake in 2008 that recognized the exercise of existing

water rights, and a 4-meter numeric standard with a delayed effective date (initially

1/1/2014). After a couple of delays and nearly two years of monthly meetings, Grand

County, the Northwest Colorado Council of Governments (“NWCOG”), the Colorado

River Water Conservation District and Northern Water agreed to propose alternate

numeric standards (3.8-meters (average) with a 2.5-meters minimum for July 1 through

September 11), with a 5-year delayed effective date (January 1, 2022).

The Water Quality Control Division (as staff to the Commission) proposed an

alternative, however, to continue the narrative standard, delete the numeric standard

entirely, and add “Goal Qualifiers” of 2.5-meters minimum and 3.8-meters average to

inform the narrative standard rather than as numeric standards. The Commission adopted

the Division’s “Compromise” at the hearing on April 11, 2016, rejected EPA’s

subsequent attempt to influence their decision, and took final action on May 9th

. In short,

the Commission acted to leave the existing narrative standard for clarity in Grand Lake in

effect:

The highest level of clarity attainable consistent with the exercise of established

water rights, the protection of aquatic life, and water quality throughout the Three

Lakes system.

mailto:[email protected]

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During the last half of 2015, staff and Counsel engaged in informal weekly meetings with

other Grand Lake stakeholders and power interests to draft a Clarity MOU to put into

operation an adaptive management program to implement the narrative clarity standard

while Reclamation completes its alternatives analysis following National Environmental

Policy Act (NEPA) processes. Counsel attended the first meeting of the Adaptive

Management Committee created by the Clarity MOU in Winter Park on June 1 with staff.

The meeting was productive and uneventful (noteworthy). Reclamation presented three

scenarios for C-BT operations this summer: low and slow pumping, pulse pumping, and

no pumping during the July 1 to September 11 period. The Committee discussed

Reclamation’s scenarios, and made recommendations (Northern Water recommended

pulse pumping based on the success of 2015). Reclamation chose low and slow, as

recommended by the West Slope, as its operational plan. Weekly conference calls

among the parties to review Grand Lake clarity, water quality parameters in the three

lakes system, and Reclamation’s operations began July 7. Staff participate in the calls,

provide information on system operations and water quality parameters in advance, and

keep summary records of relevant information reviewed on the calls. Through August,

Grand Lake clarity was running less than the 3.8-meter goal qualifier and steadily

declining. The Adaptive Management Committee accordingly recommended an

operational change, and Reclamation started pulse pumping similar to 2015 while

maintaining a steady 250 cfs flow through Adams Tunnel. Clarity continues to decline,

however, and was just above the 2.5-minimum goal qualifier on September 1st. Other

water quality indicators are within thresholds.

Counsel worked with staff and Deb Freeman and the West Slope on joint comments on

Reclamation’s proposed “statement of purpose and need, which will define

Reclamation’s formal process under NEPA to evaluate alternatives to address Grand

Lake clarity. Reclamation adopted a “draft” statement in August that is substantively the

same as the joint proposal.

Reclamation conducted a pre-NEPA “value planning” exercise the week of August 22nd

concerning alternatives to address Grand Lake clarity. Counsel are working with staff

and Deb Freeman to respond to the conduct, scope, evaluation criteria, and results of the

exercise, and the six primarily structural alternatives Reclamation proposes to advance

to its formal NEPA process.

A.2 Basic Standards and Classifications. Counsel (and staff when time available) participated

in the 2016 Basic Standards and Classifications Work Group. The WQCD finally agreed

to address temperature issues of concern to the District since before the Commission

adopted numeric standards in 2005, including transitional streams that exhibit different

characteristics depending on hydrology, and spring and fall “shoulder seasons,” which

are too simplistic in the current regulations. Counsel submitted proposed language for

transition zones to the Temperature Policy Sub-Work Group in August 2015 to foster

discussion. In response, the Division developed an elevation -based alternative based on

statewide data to address transition zones and proposed reverting to a narrative standard

for shoulder seasons.

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Counsel drafted and filed a Responsive Prehearing Statement that supported the

Division’s temperature proposals. EPA, Colorado Parks and Wildlife, Trout Unlimited,

Colorado Wildlife Federation, Western Resource Advocates, Sierra Club and

Conservation Colorado, however, came out strongly against the Division’s proposal –

EPA threatening a veto and TU threatening litigation.

Counsel proposed a compromise at the prehearing conference: adoption of the Division’s

temperature proposals with a two-year delayed effective date. This approach effectively

incentivized the parties to work together to develop consensus alternatives after the 2005

temperature hearing and the 2009 Grand Lake clarity hearing. Counsel rallied a coalition

of supporters of the Division’s proposals and drafted a joint brief in support of a delayed

effective date. Counsel also met with management at the Division, the Department of

Natural Resources, and Colorado Parks and Wildlife, obtaining the support of the former

and “second choice” recommendation of the latter.

Counsel and staff testified in support of the compromise proposal at the Commission

hearing on June 13, 2016. The Commission, however, accepted the hypothetical

concerns of EPA and the environmental community that the Division’s proposal would

not be protective of fish, and did not change the numeric temperature standards to address

transition zones or shoulder seasons. Rather, the Commission expects the Division to

“test drive” its elevation-based approach in the upcoming San Juan-Gunnison river basins

hearing in 2017. Northern Water will need to participate in that and subsequent basin

hearings because they will establish if or how transition zones and shoulder seasons will

be treated in later Upper Colorado River and South Platte River basin hearings (basin

hearings occur on a 5-year cycle; those of concern to Northern Water will occur in 2019

and 2020 respectively). See also temperature discussion at A.3 Water Quality Forum and

D.1 NISP below.

A.3 Water Quality Forum. Counsel, in coordination with staff, participate in various work

groups, i.e., basic standards and classifications, and nutrient criteria/dissolved

oxygen/lakes and reservoirs, established by the Water Quality Forum and the WQCC and

WQCD to address specific issues that could affect Northern Water’s operations. Counsel

work with staff on issues of long-term concern to the District.

Counsel worked with other supporters of changes to the temperature standards for

transition zones and shoulder seasons to propose immediate creation of a Temperature

Work Group because the Commission failed to address the issues in its June 2016 Basic

Standards Hearing. The Forum adopted the proposal, which has widespread support

including the Division, at its July Retreat. A major frustration and shortcoming manifest

at the recently completed hearing was that many of the opponents did not participate

constructively in the development of the Division’s proposal through the Basic Standards

Work Group and then attacked it at the hearing without suggesting any alternatives. Part

of the rationale for creating a Temperature Work Group is to put opponents of change at

risk of sacrificing their credibility if they don’t participate constructively after they

requested that the Commission provide time for additional study of the issues and

alternatives. The environmental community has conditionally agreed to participate in the

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work group through Trout Unltd, although none attended the Water Quality Forum

Retreat. The Division’s plan is to hold a general scoping meeting September 29th

to set

the broad agenda and schedule. A technical advisory committee (TAC) will then begin

work to address data and other issues of immediate concern for next year’s San Juan-

Gunnison hearing, and to tackle broader issues of long-term statewide concern. Counsel

and staff will be participating in the Work Group and TAC.

A.4 401 Water Quality Certification Triennial Review. The Commission’s regulations

governing the Division’s 401 water quality certifications of federal licenses and permits

are, like all other water quality regulations, subject to a “triennial” review process

mandated by the federal Clean Water Act. The Commission held the first annual step, a

public informational hearing, on August 8, 2016. Counsel drafted and submitted

comments and recommendations on behalf of Northern Water to resolve inconsistent

regulatory requirements for antidegradation reviews and other issues that became

apparent during the 401 certification process for the Windy Gap Firming Project. The

Division recommended a 2019 rule making hearing, too late to be useful for NISP.

Counsel and staff testified at the hearing, and convinced the Commission to instruct the

Division to begin a stakeholder process in 2016 to identify priority issues and report to

the Commission next August. The Commission is open to holding a hearing in the first

quarter of 2018 to address issues that would be relevant to NISP certification. See D.1

below.

B. Water Quality - Federal Regulatory Activity. The purpose of this action is to insure

that federal regulations do not impair the ability of Northern Water to operate its facilities,

and of its allottees to conserve and to beneficially use water resources.

B.1 EPA’s Water Transfers Rule. EPA issued a rule excluding water transfers from the

National Pollutant Discharge Elimination System (NPDES) permitting program under the

Clean Water Act in 2008, following more than a decade of litigation that regularly held

that water transfers are subject to NPDES permitting. Litigation followed thereafter

challenging the Rule. On October 26, 2012, the 11th Circuit Court of Appeals dismissed

the consolidated challenges for lack of jurisdiction, and the U.S. Supreme Court denied

petitions for appeal on October 15, 2013.

Petitioners had also filed challenges in federal district courts in 2008, pursuant to their

assertion of proper jurisdiction. Counsel was the lead attorney for a broad group of

western irrigation, water conservation, and conservancy districts (including Northern

Water), municipal and industrial water providers, and water associations that intervened

in order to defend water transfers from the requirements of NPDES permitting. Eleven

western attorneys general, led by Colorado (assisted by Counsel), also intervened in

defense of state authority to allocate water pursuant to state water law in the Southern

District of New York (SDNY) cases. Plaintiffs, Defendants and Intervenor-Defendants

filed cross motions for summary judgment, and the Court held oral argument on the

motions on December 19, 2013 in White Plains, NY. On March 28, 2014, the Court held

that the Clean Water Act is ambiguous concerning whether NPDES requirements apply

to water transfers but that EPA failed to provide a reasoned explanation for the Water

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Transfers Rule, remanded the Rule to EPA, and vacated the Rule to the extent it is

inconsistent with the Supreme Court’s Rapanos 4-1-4 opinions, which concern federal

jurisdiction over “waters of the United States.” Catskill Mountains Chapter of Trout

Unlimited, Inc. v. United States Environmental Protection Agency, No. 08-CV-5606

(KMK) (S.D.N.Y. Mar. 28, 2014). The USA and all of the Intervenor-Defendants

(except Northern Water) appealed, including the eleven Western States led by Colorado,

the group of western water conservancy districts, water providers, and water associations

(“Western Water Providers”), NYC, and the South Florida Water Management District.

Appellants filed their opening briefs in September 2014. The State of California and

several national associations filed amicus briefs in support of the Rule. Appellees and an

amicus (former EPA staff and law professors) filed responsive briefs in December. The

Western Water Providers and Western States filed a joint reply brief in January 2015;

other appellants also filed reply briefs. The Court held oral argument December 1, 2015

in NYC. Counsel argued for the Western Water Providers and Western States. A

decision should be forthcoming in 2016.

B.2. “Waters of the United States.” Counsel worked with Deb Freeman on the District’s

comments on revisions to the definition of “waters of the United States” proposed by

EPA and the Army Corps of Engineers to address how the proposed definition could

affect the exclusions provided by EPA’s Water Transfers Rule. EPA released the final

rule on June 2, 2015. The Rule was to go into effect 60 days after its June 29, 2015

publication in the Federal Register (on August 28, 2015). 80 Fed. Reg. 37054 (June 29,

2015). Two groups of western states have already filed suit to block the Rule. The

Colorado Attorney General is a member of the North Dakota group, despite the State

agencies’ (CDPHE, WQCC, WQCD, CWCB, SEO, DNR) support of the Rule. The

North Dakota District Court stayed the Rule on August 27, 2015 for the 13 states that co-

filed that challenge, including Colorado. The Rule temporarily went into effect in the

other 37 states on August 28, 2015, after other district courts rejected motions to stay the

Rule, and before the 6th

Circuit Court of Appeals (Cincinnati) issued a national stay on

October 9, 2015. A panel of the 6th

Circuit decided in February 2016 that the Circuit has

jurisdiction to hear the challenges, and the Circuit refused requests for an en banc review

by those who seek review in the district courts.

B.3 EPA-USGS Technical Report: Protecting Aquatic Life from Effects of Hydrologic

Alteration. EPA-USGS’ Technical Report: Protecting Aquatic Life from Effects of

Hydrologic Alteration failed to address or even acknowledge the obvious conflict and

essential balancing of interests necessary to meet the myriad environmental and human

needs in the arid west, of which aquatic life use is just one. The draft report in fact is

more than a “Technical Report” because it goes beyond a technical discussion of the

effects of hydrologic modifications on aquatic life – it gives direction regarding

regulatory actions that the agencies believe the states should take. Furthermore, it

includes the agencies’ incomplete and therefore misleading analysis of the states’ legal

framework to take such actions: the basic precept of state water law that water is a public

resource, subject to appropriation and use by individuals under state law, to which the

federal government has long deferred. Comments submitted by the Front Range

[Colorado] Water Council, the Federal Water Quality Coalition, the National Water

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Resources Association, and the Colorado Water Congress, of which Northern Water is a

member, did not address this fundamental shortcoming of the draft report. Counsel

accordingly drafted and submitted limited comments on that issue.

C. Windy Gap Firming Project. The purpose of this activity was to secure 401

certification for the project from the State of Colorado in a timely and efficient manner.

C.1 401 Certification. The Windy Gap Firming Project (WGFP) required 401 Certification

from the State under the federal Clean Water Act because the Project requires a federal

section 404 permit. Counsel, in coordination with Deb Freeman, worked with staff and

project consultants, who also worked with the WQCD, on the 401 certification

application. Staff submitted the application March 29, 2015. Grand County, Northwest

Council of Governments, Trout Unlimited and Save the Colorado submitted comments.

Counsel worked with staff on appropriate responses, and met with the WQCD and the

Attorney General’s Office to discuss the comments and to negotiate potential conditions

of 401 certification. CDPHE issued its final WGFP 401 Certification, which contains

reasonable conditions, on March 28, 2016. The appeal period for the Certification passed

without incident.

D. Northern Integrated Supply Project. The purpose of this activity is to secure 401

certification for the project from the State of Colorado in a timely and efficient manner.

D.1 401 Certification. The Northern Integrated Supply Project (NISP) requires 401

Certification from the State under the federal Clean Water Act because the Project

requires a federal section 404 permit. Counsel, in coordination with Deb Freeman, have

begun working with staff on the 401 certification application. The Cache la Poudre

through Fort Collins is a transition zone segment, i.e., it is characteristic of cold water

streams a certain times of the year and under certain hydrological conditions, but is

characteristic of a warm water stream at other times. Counsel are working with staff on a

potential site-specific temperature standard for the segment because the Commission

failed to address transition zones and shoulder seasons at its recent hearing on Basic

Standards, and the Colorado River Basin hearing will not occur until 2019, after 401

certification for NISP (see discussion at A.2 above).

cc: Don Carlson

Alan Berryman

Jeff Drager

Esther Vincent

Peggy Montaño

Bennett Raley

Deb Freeman

Kate Ryan

Watershed and Forest Health Tour

October 4, 2016 8:00 AM Visitors arrive at Northern Water Office

• Registration and welcome (outside), coffee & donuts 8:30 AM Leave Northern Water office in bus

• Discuss Northern Water’s Watershed and Forest Health “Program” and efforts (Jerry Gibbens, Northern Water)

9:30 AM Arrive at Lory State Park visitor’s center

• Switch from bus to multiple SUVS and drive up to the “top of the hill” (from this location you can see Soldier Canyon to the east and Empire Gulch and Devils Gulch to the west)

10:00 AM Discuss High Park Fire (how it burned, severity, aerial seeding/mulching post-fire), Matt

Schultz, Colorado Parks and Wildlife 10:30 AM Load SUVs and drive back to Lory State visitor’s center to load bus 11:00 AM Depart in bus to Arthur’s Rock Parking Lot

• Discuss High Park Fire - Northern Water’s construction of the sediment basin • Discuss Galena Fire – Northern Water’s efforts with waddles in drainages

11:45 AM Depart Lory State Park for Horsetooth Reservoir South Bay Pavilion 12:15 PM Arrive at Horsetooth Reservoir South Bay Pavilion for box lunches 1:00 PM Load bus and depart for Pinewood State Land Board site

• Discuss Northern Water’s Readiness, Response, and Recovery Plan (Amy Johnson, Northern Water)

• Discuss Reclamation’s Efforts (Pat McCusker, Reclamation)

1:45 PM Arrive at Pinewood State Land Board site and exit bus • Discuss forest fuels treatments, Boyd Lebeda, CSFS • Discuss Colorado Conservation Exchange project, Heather Schinkel, CCE

2:30 PM Depart Pinewood SLB and drive to Chimney Hollow (Northern Water) property 3:00 PM Arrive at Chimney Hollow (Northern Water) property and exit bus

• Discuss Larimer County’s efforts / partnership with Northern Water, Meegan Flenniken, Larimer County Natural Resources

• Discuss execution of forest fuels treatments, Tony Simons, Larimer County Sheriff’s Office

3:45 PM Depart Chimney Hollow and drive to Northern Water office 4:30 PM Arrive back at Northern Water office and unload bus

DRAFT ITINERARY SUBJECT TO CHANGE