Planning Session Agenda December 3, 2020

Planning Session Agenda December 3, 2020

9:00 AM The Northern Water and Municipal Subdistrict Planning Session will be held via

Zoom Meeting Webinar

Public access to the webinar will be in “listen only” mode. Members of the public wishing tosubmit comments on agenda items may do so by visiting our website at:www.northernwater.org or by phone message to 970-292-2517. Comments must bereceived by 8:00 a.m. December 3, 2020. Comments submitted by the deadline will beentered into the public record. Members of the public wishing to give oral comment directlyto the Board should do so by making a reservation request on our website at least 12 hoursin advance of the meeting. At this time, oral comments must be provided remotely usingthe Zoom video platform.

Please click the link below to join the webinar: https://northernwater.zoom.us/j/96531299923?pwd=bzdzcXBTcDZXY2pZL2FzUkl1WTExdz09Please dial the number below for audio only access to the meeting:877-369-0926 (Toll Free)Webinar ID: 965 3129 9923Password: 593431

1. Preliminary Items

1.A. Call to Order: Roll Call and Verification of QuorumPresenter: Chairman ApplegateAction: None

1.B. Opportunity for Public CommentPresenter: Chairman ApplegateAction: None

1.C. Agenda ModificationPresenter: Brad WindAction: None

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Page 2 Planning Session Agenda and Meeting MaterialsDecember 3, 2020

1.D. Recommendation for Executive SessionPresenter: Brad Wind and Karen RademacherAction: As Needed

2. Discussion/Study Items

2.A. Wildfire Recovery Update Presenter: Esther VincentAction: None

2.B. Fiscal Year 2021 Open Rate Assessment Forward GuidancePresenter: Jerry GibbensAction: None

2.C. Proposed C-BT Subcontract Between the Town of Erie and Bijou IrrigationCompanyPresenter: Jim HallAction: NoneMemo to the Board Regarding Erie and Bijou .pdf

2.D. C-BT Project Water Tracking Rule and Accounting ProceduresPresenter: Jim HallAction: NoneC-BT Project Water Tracking Draft RuleC-BT Project Water Tracking Draft Accounting ProceduresC-BT Project Water Tracking Draft Rule FAQ

2.E. Proposed Fee Schedule for Allotment Contract TransfersPresenter: Karen RademacherAction: None

2.F. Supplemental Contribution to the Defined Benefit Pension PlanPresenter: Judy SkramAction: None

2.G. Defined Benefit Plan Portfolio Review as of September 30, 2020Presenter: Judy SkramAction: NoneDB Report Third Quarter 2020 Board Summary

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https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/761861/Memo_to_the_Board_Regarding_Erie_and_Bijou_.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/761508/1_Tracking_C-BT_Project_Water_Tracking_December_3_2020_Draft_Rule_Redlined_to_Approved_2018_Rule.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/761537/C-BT_Project_Water_Tracking_Accounting_Draft_Procedures_Redlined_to_the_Approved_2018_Procedures_Final_w.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/761588/3_TRACKING_12.55_Final_Draft_C-BT_Tracking_Rule_FAQ_December_3_2020.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/761545/DB_Report_3Q20_Board_Summary.pdf


2.H. Boulder Feeder Canal Seepage Damage ClaimsPresenter: Jerry GibbensAction: None

3. Preview of Municipal Subdistrict Agenda Topics for December 10, 2020, BoardMeeting

4. Preview of Northern Water Agenda Topics for December 10, 2020, Board Meeting

4.A. Consulting Services Agreement with Black & Veatch for Design Advancementof Glade Dam and Forebay, Poudre Valley Canal, Glade Pump Station, andRiver Diversion Works.Presenter: Carl BrouwerAction: NoneBlack & Veatch Contract SummaryBlack & Veatch Scope of Services

4.B. NISP Phase I Participant Allotment Transfer1. Town of Evans Transferring 400 Acre-Feet Units to Fort Collins-LovelandWater District2. NISP Phase IPresenter: Carl BrouwerAction: NoneNISP - Transfer of Allotment TableNISP Phase 1 - Exhibit A

4.C. Seventeenth Interim Agreement with the Northern Integrated Supply ProjectWater Activity Enterprise for Participation in NISPPresenter: Carl BrouwerAction: NoneNISP Seventeenth Interim Participation AgreementNISP Common Interest Agreement

5. Informational Items

5.A. Board of Directors RoundtablePresenter: Chairman ApplegateAction: None

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https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/753531/BVContract_Summary_Form_Template.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/761564/BV_Black__Veatch_NISP_2021_scope_summary_11-20-2020.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/761570/NISP_2020_-_NISP_-_TRANSFER_OF_ALLOTMENT.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/761572/NISP_Phase_1_-_Exhibit_A.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/761577/NISP_DRAFT_Seventeenth_Interim_Participation_Agreement_NISP__TR_11.18.20_-_Clean_.pdf

https://legistarweb-production.s3.amazonaws.com/uploads/attachment/pdf/761578/NISP_Common_Interest_Agreement.pdf


5.B. Future Events:

December 9, 9 a.m., Aftermath: Assessing the Watersheds and Launching OurRecoveryPresenter: Brad WindAction: None

6. Executive SessionMatters that fall within C.R.S. § 24-6-402 (4) (a) through (g) may be discussed¹

____________________1 The Executive Session listed above may be cancelled at the discretion of the Board of Directors at thecommencement of, or during, this meeting.

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TO: Northern Water Board of Directors FROM: Jim Hall Date: November 30, 2020 SUBJECT: Consideration of a Subcontract Under the 2016 Rule Governing the

Subcontracting of Beneficial Use of C-BT Project Allotment Contracts (Subcontracting Rule)

Northern Water must approve the subcontract (lease) of Colorado-Big Thompson (C-BT) Project water lasting longer than one year in accordance with Northern Water’s Subcontracting Rule. Paul Zilis, representing the Town of Erie (Erie), is requesting approval of a five-year term subcontract of 980 units from the Bijou Irrigation Company (Bijou) for 2021 through 2025 (see attached October 27, 2020, letter). Of note, the Board previously exempted a 2015 subcontract between Erie and Bijou from the Subcontracting Rule in accordance with provisions concerning preexisting contracts. Erie is a participant in both the Northern Integrated Supply Project (NISP) and the Windy Gap Firming Project (WGFP). The Subcontracting Rule allows the Board to approve a bridge supply for parties participating in a water supply project that is under development, like NISP or WGFP, if the subcontract meets the requirements of the Subcontracting Rule. In this regard, staff notes:

• Erie has paid the Northern Water subcontract review fee, • the subcontract specifically requires Erie and Bijou to comply with the conditions in the

Subcontracting Rule, and • Erie meets both Northern Water’s base water supply and C-BT ownership limitation

requirements.

Thus, staff recommends the Board approve the Erie and Bijou subcontract. Attachment

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October 27, 2020 Sent via E-Mail

Northern Colorado Water Conservancy District ATTN: Brad Wind, General Manager Jim Hall, Project Manager 220 Water Avenue Berthoud, CO 80513 [email protected]

Re: Town of Erie Request for Approval of Water Lease with Bijou Irrigation

Company as a Bridge Supply Subcontract of C-BT Water Dear Brad and Jim:

As you know, the Town of Erie (“Erie”), has an existing lease agreement for Colorado-Big Thompson (“C-BT”) water with Bijou Irrigation Company (“Bijou”), dated September 8, 2015, which was approved by the Northern Board on December 8, 2016. As Jim knows, I think it may have been the first approval by the Board under Northern Water’s Rule Governing the Subcontracting of Beneficial Use of Colorado-Big Thompson Project Allotment Contracts (“Rule”). That lease agreement has provided an important bridge water supply for Erie as a participant in both the Windy Gap Firming Project and Northern Integrated Supply Projects (“NISP”), while those projects have been pursued. However, the existing lease agreement will expire at the end of this calendar year water will not be available from the Windy Gap Firming Project or NISP for several additional years.

Erie and Bijou have entered into a new lease agreement for a five-year term, for calendar years 2021 through 2025, pending approval by Northern Water. Brad suggested I send a letter to the two of you for that approval. As described further below, we request that Northern Water approve the new lease agreement as a Bridge

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Brad Wind October 27, 2020 Page 2 Supply Subcontract in compliance with the Rule. It will provide an essential water supply to Erie while the Windy Gap Firming Project and NISP are being pursued.

As you know, the Rule took effect on August 11, 2016. Pursuant to Section 3.2 of the Rule, Subcontracts that were in existence as of the Effective Date were exempt from the Rule if: (A) the Allottee provided a copy of the executed Subcontract to Northern Water within nine months of the Effective Date and (B) Northern Water determined that the Subcontract did not contain terms or conditions that violated statutes or rules that existed at the time of the Subcontract, or applicable contract conditions associated with the beneficial use of C-BT Project water. The existing lease agreement between Erie and Bijou met those criteria, and the Northern Water Board approved the exemption on December 8, 2016.

Erie now seeks approval of the new lease agreement pursuant to Section 5.3 of the Rule, which allows Northern Water to approve a Bridge Supply Subcontract for a maximum time period of five years. It also allows the Board to consider requests to approve a Bridge Supply Subcontract if its previous approval has expired or will expire. As mentioned above, the existing lease agreement is expiring, and the new lease agreement would be for a term of five years.

Section 5.4 of the Rule sets forth criteria for the Subcontractor of a Bridge Supply

Subcontract, and Section 5.5 sets forth minimum requirements for the Subcontract. We believe that both Erie, as the Subcontractor, and the lease agreement satisfy those requirements, including the fact that the CBT Units subject to the agreement fit within Erie’s CBT cap.

As required by Section 3.1 of the Procedures for the Rule (“Procedures”), the new lease agreement is enclosed, with redacted financial information as permitted under Section 3.1.2 of the Rule, and the Allottees’ contact information follows:

Douglas A. Dill Bijou Irrigation Company

15551 US Highway 34 P.O. Box 972 Fort Morgan, CO 80701 Email: [email protected]

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mailto:[email protected]

Brad Wind October 27, 2020 Page 3 It was good to talk to you Brad, and please let me know if you need any more information. As we discussed, I know you’re all really busy with the impacts from the fires, but we would greatly appreciate it if you could approve the lease soon so that Erie can use the water allotted the Units. Thank you and good luck with the fire situation!

Sincerely, VRANESH AND RAISCH, LLP

Paul J. Zilis, Esq. Enclosure cc: Todd Fessenden

Andrea Kehrl Peter Johnson Alison Gorsevski Sherri Rasmussen

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Colorado-Big Thompson Water Tracking Rule Page 1 of 6 Draft Revised Rule July 12, 2018December 3, 2020

Colorado-Big Thompson Project Water Tracking Rule (Effective Date: July 12, 2018)

Draft Revised Rule

BASIS AND PURPOSE Under the Water Conservancy Act, C.R.S. §§ 37-45-101 – 153, the Board has authority to make and enforce all reasonable rules and regulations for the management, control, delivery, use, and distribution of C-BT Project water. C.R.S. § 37-45-134. Pursuant to the contract concerning construction of the C-BT Project between the United States and Northern Water, dated July 5, 1938 (Repayment Contract), all seepage and return flows from the use of C-BT Project water are reserved to Northern Water to be allocated for use within the Northern Water boundaries. C-BT Project water seepage and return flows are an important source of water in the South Platte River basin for Northern Water constituents and taxpayers, particularly in Logan, Morgan, Sedgwick, Washington, and Weld Counties. The purpose of this Rule is to ensure that C-BT Project water and C-BT Project water return flows are used in accordance with the Repayment Contract, Water Conservancy Act, and Northern Water’s allotment contracts, for the benefit of lands within Northern Water. The information required to be reported in the Rule will assist Northern Water in the protection of C-BT Project water and C-BT Project water seepage and return flows for use within the Northern Water boundaries in accordance with the applicable law and contracts. APPLICABILITY This Rule shall be effective as of the date of approval by the Board, July 12, 2018, and shall apply to the use of C-BT Project water. The amendments to this Rule and the associated Accounting Procedures approved by the Board on [ ] shall be effective as of that date. As of that date, the Rules Governing the Use of Colorado-Big Thompson Project Water and Windy Gap Project Water For the Development of Oil and Gas Wells effective on June 1, 2012, and the associated Water-Use Reporting & Accounting Procedures, are rescinded and shall be of no further force and effect. DEFINITIONS The following definitions apply to the C-BT Project Water Tracking Rule and associated Accounting Procedures.

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Account Entity - An Account Entity may be comprised of a single C-BT Project water user, or multiple C-BT Project water users. In most instances, one or more Allotment Contracts have been certified for delivery through an Account Entity’s respective quota account. An Account Entity may have multiple physical delivery points from the C-BT Project. For some agricultural water users, a “C-BT carrier” may be synonymous with an Account Entity having the same name. Acre Foot Unit (AFU) - Unit of measurement used for the allocation of C-BT Project water to an Allottee in an Allotment Contract. An AFU receives 1/310,000th of the water annually declared to be available from the C-BT Project by the Board.

Allotment Contract - The contract between the Allottee and Northern Water that allocates C-BT Project water to the Allottee for a specified beneficial use. Allotment Contracts are issued by the Board on an AFU basis. Allottee - A person as defined in C.R.S. 37-45-103 that owns one or more Allotment Contracts for C-BT Project water as issued by Northern Water. Annual Carryover Program – Program to enable C-BT Project Allottees to carry over undelivered C-BT Project water in C-BT Project storage facilities from one year to the next. Board – Northern Colorado Water Conservancy District Board of Directors.

C-BT Project water - All water allocated out of the C-BT Project, including Quota Allocations, Annual Carryover Program, Non-Charge Deliveries, Replacement Water, Regional Pool and any future water allocations instituted by the Board. C-BT Project water exchange – An exchange of C-BT Project water is an operation between two or more structures that is accomplished by providing C-BT Project water as a substitute supply to a senior appropriator and diverting an equivalent amount of C-BT Project water at an upstream location for beneficial use, or in the case of an exchange of C-BT Project water to a reservoir that already has other water stored in it, an equivalent amount of such water is relocated to, and accounted for as, C-BT Project water in that reservoir. An exchange of C-BT Project water may also include an exchange as set forth in a water court decree entered prior to the effective date of this Rule that Northern Water has approved in writing. See also: Colorado Revised Statutes § 37-80-120 (2) and 37-83-104. Also see discussion of exchanges on page 26 of the Colorado State Engineer General Administrative Guidelines for Reservoirs (October 2011, Amended February 2016)

C-BT - Colorado-Big Thompson.

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Commercial or Industrial Non-Allottee Water Supply Entity - A Non-Allottee business, entity, or individual that delivers C-BT Project water to a commercial or industrial use, including construction sites and to oil and gas well drilling sites for oil and gas well development, in ditches, water lines or trucks. Customer – Any person, company or entity that receives treated C-BT Project water from a Utility. A customer may be a Utility that receives C-BT Project water from another Utility through a master meter and then delivers the C-BT Project water to its customers through individual taps. For example, a customer may be a town that takes delivery of C-BT Project water from a water district through a master meter and then delivers that water to its customers through individual taps. Irrigation – The application of water for beneficial use, without waste for the primary purpose of growing and producing crops to be harvested, or consumed by livestock, including pasture lands, and for uses incidental to the primary production of such crops.

Non-C-BT Project water – Any source of water that is not C-BT Project water, including sources delivered via the C-BT Project facilities such as Windy Gap Project water. Non-charge Deliveries - Water delivered out of the C-BT Project intended to reduce the amount of spilling from C-BT Project collection system facilities. The conditions under which non-charge may occur are found in the Agreement On Operating Procedures For Green Mountain Reservoir Concerning Operating Limitations And In Resolution Of The Petition Filed August 7, 2003, In Case No. 49-CV-2782, U.S. District Court for the District of Colorado. Northern Water - Northern Colorado Water Conservancy District. Quota Allocations - The amount of C-BT Project water declared available each year to an Allottee by the Board. The declared quota represents the percentage of an acre-foot of C-BT Project water made available for each AFU owned by the Allottee. Replacement Water - Water credited to a water user's Replacement Account each water year because of an existing Replacement Contract or other contractual obligation between Northern Water and the water user. Northern Water makes Replacement Water available to the Replacement Water contract holder in lieu of certain pre-existing water supplies that were interrupted due to C-BT Project construction.

Regional Pool - An amount of water residing within the C-BT Project in a given water year and accounted for by Northern Water. The Regional Pool is supplied by C-BT Project quota water allocated the previous water year but: 1) not utilized by an Account Entity during that previous

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water year; 2) not transferred to another Account Entity during that previous water year; or 3) not certified via Northern Water's Annual Carryover Program. Seasonal Transfer - The transfer of quota water through Northern Water’s administrative process. This transfer may presently be done electronically through Northern Water’s accounting system Allottee interface or using a CD-4 card. Utility – A city/town government or a district that provides water service, wastewater treatment, or both water service and wastewater treatment for customers. A Utility may serve water to another Utility. For example, a rural domestic water district may provide water to a town (which is its customer) through a master meter and the town may then provide water to customers within the town. RULE 1. Storage of C-BT Project Water.

1.1. The storage and beneficial use of C-BT Project water must be accounted for as described in the Accounting Procedures associated with this Rule.

1.2. Stored C-BT Project water may only be released for accomplishing a beneficial use authorized by the Board.

1.3. Stored C-BT Project water may not be booked-over or otherwise changed to another source or character of water.

1.4. Stored C-BT Project water may be relocated into another reservoir by operation of a C-BT Project water exchange as described in this Rule.

1.5. C-BT Project water may be temporarily detained for up to 72 hours without record of storage.

2. C-BT Project Water Exchange.

2.1. The exchange of C-BT Project water must be accounted for as described in the Accounting Procedures associated with this Rule.

2.2. C-BT Project water diverted or relocated into an upstream reservoir by exchange retains the legal characteristics of C-BT Project water.

2.3. The C-BT Project water provided as a substitute supply for a C-BT Project water exchange must be released simultaneously with and at the same rate as the upstream diversion, or relocation of C-BT Project water into an upstream reservoir, unless otherwise specifically approved by a decree of the water court entered prior to the effective date of this Rule and approved in writing by Northern Water. The other exception would be to include water travel time to prevent injury to water rights as required by the Colorado Division of Water Resources.

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2.4. C-BT Project water stored in a reservoir may not be relocated to another upstream reservoir location, except by release of the C-BT Project water from the first reservoir and re-diversion of such water by exchange, as prescribed in this Rule, unless otherwise approved by a decree of the water court entered prior to the effective date of this Rule and approved in writing by Northern Water. The provisions of this Section 2.4 do not apply to movement of C-BT Project water between reservoirs supplied by the same diversion structure within the same delivery system.

3. Notice for Diversion of untreated C-BT Project Water to a Commercial or Industrial Non-

Allottee Water Supply Entity.1 3.1. An Account Entity who provides untreated C-BT Project water to a Commercial or

Industrial Non-Allottee Water Supply Entity pursuant to a written or unwritten agreement shall give Northern Water advance written notification that includes the name and contact information of the Commercial or Industrial Non-Allottee Water Supply Entity and the timing, location of use, and amount of C-BT Project water to be provided.

3.2. An Account Entity who becomes aware that untreated C-BT Project water that it diverts is subsequently provided by another entity to a Commercial or Industrial Non-Allottee Water Supply Entity shall give Northern Water written notification within 10 days of becoming aware of such occurrence. The Account Entity shall also provide to Northern Water the location of use, and name of and contact information for the party who provided the untreated C-BT Project water and the Commercial or Industrial Non-Allottee Water Supply Entity that used the untreated C-BT Project water to the extent the Account Entity is aware of such information.

3.3. For purposes of this Section 3, written notification may consist of email, regular mail, or hand delivery to Northern Water.

4. Accounting for beneficial use of untreated C-BT Project Water by a Commercial or Industrial Non-Allottee Water Supply Entity. 4.1. A Commercial or Industrial Non-Allottee Water Supply Entity shall describe the use of

and account for untreated C-BT Project water, unless this information is submitted by the Account Entity, as described in the Accounting Procedures associated with this Rule.

4.2. Upon request by Northern Water, the Commercial or Industrial Non-Allottee Water Supply Entity or Account Entity shall certify by affidavit in a form acceptable to

1 The provision of C‐BT Project water to a Commercial or Industrial Water Supply Entity by sale, lease, rent or other agreement is subject to and may be limited by the terms of Northern Water’s allotment contracts, rules, regulations, and policies, including without limitation Rule 11 and the Rule Governing the Subcontracting of Beneficial Use of Colorado‐Big Thompson Project Allotment Contracts.

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Northern Water that all C-BT Project water is being delivered within Northern Water boundaries.

5. Accounting for Delivery of Treated C-BT Project Water to Customers.

3.1.5.1. Utilities that provide treated C-BT Project water to customers for municipal, domestic, commercial, or industrial use including construction and oil and gas well development purposes shall account for C-BT Project water treated and provided to its customers each day as described in the Accounting Procedures associated with this Rule.

4.6.Accounting for Return Flows from Delivery of Treated C-BT Project Water to Customers.

6.1. Utilities that provide treated C-BT Project water to customers for municipal, domestic, commercial, or industrial use shall account for C-BT Project water return flows each day as described in the Accounting Procedures associated with this Rule.

4.1.6.2. Upon request by Northern Water, the Commercial or Industrial Non-Allottee Water Supply Entity or Account Entity shall certify by affidavit in a form acceptable to Northern Water that all C-BT Project water is being delivered within Northern Water boundaries.

5.7.Violations.

5.1.7.1. If any Allottee, Account Entity, Utility, Commercial or Industrial Non-Allottee Water Supply Entity, other entity or person is found by Northern Water to be in violation of this Rule, Northern Water shall notify that party in writing of the violation. The party must commence to cure the violation after receiving such notice.

7.2. An Allottee, Account Entity, Utility, Commercial or Industrial Non-Allottee Water Supply Entity, other entity or person must stop delivery or use of C-BT Project water if directed so by Northern Water in order to assure these and/or other Northern Water Rules or Procedures are not violated.

5.2.7.3. After providing written notice of a violation of this Rule to any party identified in Section 7.1 or 7.2, Northern Water may stop delivering C-BT Project water to that party identified in Section 5.1 if the violation is not cured within 30 days of such notice. Northern Water may grant an extension of the 30 day cure period if appropriate, but such extensions shall be dependent on continued due diligence to cure by that party.

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Colorado-Big Thompson Water Tracking Page 1 of 5 Draft Accounting Procedures July 12, 2018December 3, 2020

Colorado-Big Thompson Project Water Tracking Draft Revised Accounting Procedures

(Effective Date: July 12, 2018)

1. Accounting Requirements for Storage of C-BT Project Water – The information in Section 1 of these Procedures shall be provided to Northern Water if untreated C-BT Project water is stored longer than 72 hours in a reservoir that has a decreed storage right. The accounting shall be submitted as required in Section 56 of these Procedures. 1.1. The daily amount of C-BT Project water delivered to each reservoir, including the

diversion location and place of storage. 1.2. The daily amount of C-BT Project water lost from each reservoir due to combined

evaporation and seepage. The methodology used to estimate these values must be acceptable to Northern Water. If requested, Northern Water may assist in developing an acceptable methodology. A disproportionately high percentage of evaporation or seepage from reservoirs may not be assumed to be C-BT Project water. For example, if 20 percent of the total water stored on a given day is C-BT Project water, not more than 20 percent of the evaporation or seepage can be assumed to be C-BT Project water on that day.

1.3. The daily amount of C-BT Project water delivered from each reservoir, and the location where the released C-BT Project water is beneficially used, including the location of any point(s) of re-diversion if released from storage to the stream or if used as part of an exchange.

1.4. End of day storage of C-BT Project water in each reservoir.

2. Accounting Requirements for Delivery and Exchange of C-BT Project Water – When ordering delivery of C-BT Project water to the river, the Account Entity shall provide to Northern Water the location where the water will be diverted directly or by exchange from the river. Examples of C-BT Project water exchanges, as defined in the Rule, are attached to these Procedures. If an exchange results in the storage of C-BT Project water (see Exchange Example 2, 3, and 4), then the provisions in Section 1 of these Procedures shall apply.

3. Accounting Requirements for Commercial or Industrial Non-Allottee Water Supply Entities – The Commercial or Industrial Non-Allottee Water Supply Entity that provides or uses untreated C-BT Project water for commercial or industrial purposes shall submit accounting as directed in Section 6 of these Procedures, unless this information is submitted by the Account Entity. The accounting shall include:

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3.1. the Account Entity(ies) or Utility(ies) delivering the C-BT Project water received from Northern Water,

3.2. the location(s) of beneficial use of the C-BT Project water (for example, the location of the oil and/or gas well site),

3.3. a description of the use of C-BT Project water, and 3.4. the daily amount of delivery of C-BT Project water at each location.

3.4.Accounting Requirements for Municipal/Industrial Use of C-BT Project Water – A Utility

that supplies treated C-BT Project water for municipal, domestic, commercial, or industrial use shall provide the information in Section 34.1 of these Procedures to Northern Water using criteria described in Section 34.2 and 34.3. The accounting shall be submitted as required in Section 56 of these Procedures. 3.1.4.1. The Utility must document:

3.1.1.4.1.1. The total amount of treated C-BT Project water delivered into the service area of that Utility’s wastewater treatment plant service area.

3.1.2.4.1.2. If the wastewater from the C-BT Project water provided by the Utility is treated by a different Utility, the total amount of treated C-BT Project water delivered into the service area of each Utility treating wastewater and into areas served by on-lot individual wastewater treatment systems. Northern Water will work to obtain information on different Utilities’ wastewater service areas if this information is not readily available to the Utility providing treated water. If daily meter measurements of flows into service areas are not available, Northern Water may approve another method of determining daily deliveries into service areas. For example, Northern Water may approve the Utility prorating total daily delivery values into each service area using weekly or monthly meter readings of customers in each service area.

4.1.3. The location(s) of beneficial use and total amount of treated C-BT Project water delivered daily to each Commercial or Industrial Non-Allottee Water Supply Entity (1) for use for oil and gas well development at each well drilling site, both inside and outside, the Utility’s service area and (2) for each delivery site for all other uses outside the Utility’s service area. The daily accounting required by this section may be based on less frequent meter readings if Northern Water determines that such accounting is reasonably accurate on a daily basis. The Utility shall also provide contact information of the entity diverting C-BT project water in all instances described in this Section 4.1.3.

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3.2.4.2. A Utility must assume the same percentage loss of C-BT Project water and Non-C-BT Project water in treatment, conveyance, and delivery of treated water.

3.3.4.3. The following water accounting requirements for treated C-BT Project water use and return flows will apply when Non-CBT Project water is commingled and delivered with C-BT Project water through the same delivery infrastructure on the same day:

3.3.1.4.3.1. A Utility may account for delivery of a different percentage of C-BT Project water and Non-C-BT Project water in order to deliver:

an Allottee’s C-BT Project water back to the Allottee through a master meter after treatment,

Non-C-BT Project water to customers outside the boundaries of Northern Water,

Non-C-BT Project water for a use that is prohibited for C-BT Project water,

Non-C-BT Project water to areas that the Water Court has designated to be served with Non-C-BT Project water prior to the effective date of this Rule, or

C-BT or Non-C-BT Project water to a new subdivision on previously undeveloped land that a Utility has made a commitment to serve based on a specific source dedicated by a developer or by that Utility. Documentation of such dedication must be provided to Northern Water.

C-BT or Non-C-BT Project water to a use described in Section 4.1.3. 3.3.2.4.3.2. Except as provided in Section 34.3.1. above, a Utility may not account for

delivery of a different percentage of C-BT Project water than Non-C-BT Project water to a customer if it results in generation of a lower percentage of C-BT Project water return flows than would be generated by accounting for delivery of C-BT Project on a pro rata volumetric basis. For example, a Utility may not deliver C-BT Project water to:

water a municipal park while delivering Non-CBT Project water to a housing development with limited or no landscape,

a consumptive industry like a dairy while delivering Non-CBT Project water to a housing development with limited or no landscape, or

a housing development with landscaping while delivering Non-C-BT Project water to an apartment complex without landscaping.

4.5.Accounting Requirements for Return Flows Resulting from Municipal/Industrial Use of C-BT Project water - A Utility shall provide Northern Water accounting for return flows resulting from municipal, domestic, commercial, or industrial use of C-BT Project water in

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accordance with Section 45 of these Procedures. The accounting shall be submitted as required in Section 56 of these Procedures. 4.1.5.1. If a Utility delivering treated C-BT Project water (1) treats wastewater (see

Example 1 and 2 for Section 45.1); or (2) accounts for wastewater return flows from either C-BT and/or Non-CBT Project water, (see Example 3 and 4 for Section 45.1), the Utility must provide Northern Water daily accounting for:

4.1.1.5.1.1. C-BT Project water return flows being discharged from the wastewater treatment plant(s). If available and applicable, a methodology accepted in Water Court decree(s) or accepted by Colorado Division of Water Resources may be used for this determination. If no applicable methodology is available, the Utility shall develop a methodology acceptable to Northern Water for complying with these Procedures. If requested, Northern Water will work with the Utility to develop such a methodology.

4.1.2.5.1.2. C-BT Project water outdoor water use return flows. If the Utility has developed a methodology acceptable to the Water Court for determining lawn irrigation return flow and other outdoor returns, the Utility shall provide to Northern Water daily accounting for return flows resulting from outdoor use of C-BT Project water. If such a methodology does not exist, the Utility shall provide water usage information assisting Northern Water in developing such a methodology if and when Northern Water determines this is necessary and advisable to compute C-BT Project water return flows.

4.2.5.2. A Utility must assume the same percentage of C-BT Project water and Non-C-BT Project water supplied for a customer’s use are also returning from that customer’s use.

4.3.5.3. A Utility must assume the same percentage loss of C-BT Project water and Non-C-BT Project water in conveyance and in treatment of its wastewater.

5.6.Accounting Submittal

5.1.6.1. The responsible party shall provide daily accounting submitted monthly of the items in Section 1 in accordance with Section 5.36.4 of these Procedures beginning September 30, 2018 for diversions into storage beginning on or after August 1, 2018. The responsible party shall be the Account Entity that makes the order for C-BT Project water from Northern Water unless the party who will take responsibility provides notice to Northern Water in writing. The responsible party must be an Allottee and/or Account Entity.

18


6.2. The Commercial or Industrial Non-Allottee Water Supply Entity must begin providing daily accounting of the items in Section 3 in accordance with Section 6.4 immediately after the effective date of these Procedures unless this information is submitted by the Account Entity.

5.2.6.3. A Utility must begin providing daily accounting of the items in Section 4.1.3 in accordance with Section 6.4 immediately after the effective date of these Procedures. A Utility must begin providing daily accounting submitted monthly of the items in Section 34.1.1, Section and 4.1.2, and Section 5 in accordance with Section 5.36.4 once Northern Water has an opportunity to review the accounting to assure the accounting provides necessary information as described in these Procedures. Northern Water will provide entities timely notice, of no less than three months, when necessary accounting must be available for review and submittal if it does not already exist. If such accounting does not meet Northern Water requirements, Northern Water will inform the Utility of what changes are necessary and provide the Utility at least three months to amend the accounting to meet such requirements. Northern Water will generally prioritize review of accounting by volume of delivery of C-BT Project water. Northern Water may deviate from this approach for efficiency. For instance, Northern Water may look at accounting for two Utilities at the same time, even though one Utility diverts much more C-BT Project water, because of the interconnection between the Utilities.

5.3.6.4. Daily accounting records for each month sufficient to meet the requirements in these Procedures must be kept in an electronic format acceptable to Northern Water and be submitted within 30 days of the end of the accounting month.

5.4.6.5. If daily accounting records are submitted monthly to the Division of Water Resources that otherwise meet the requirements in Sections 56.1 through 5.36.4 of these Procedures, Northern Water will make reasonable efforts to obtain such records directly from the Division of Water Resources.

19

1

Colorado‐Big Thompson Project Water Tracking Accounting Procedures

Section 2 Exchange Examples

July 12, 2018

Poudre River

Hansen ‐ 10 cfs C‐BT Project water delivery

Ditch A ‐ 10 cfs C‐BT Project water diversion by exchange

Example 1 – Delivery of C‐BT Project Water to Ditch A by exchange for direct use

Colorado‐Big Thompson Project Water Tracking Accounting Procedures Section 2 Exchange Examples July 12, 2018

20

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Poudre River

Hansen ‐ 10 cfs C‐BT Project water delivery

Example 2 Description – Delivery of C‐BT Project water to Reservoir A for storage by exchange (This can occur two ways, first by physically storing 10 cfs in Reservoir A and second by relocating C‐BT Project water if Reservoir A already has other water stored in it)

Reservoir A ‐ stores 10 cfs C‐BT Project water by exchange

Colorado‐Big Thompson Project Water Tracking Accounting Procedures Section 2 Exchange ExamplesJuly 12, 2018

Poudre River

Ditch 1 ‐ 10 cfs C‐BT Project water diversion by exchange

Example 3 Description – Diversion of C‐BT Project water at Ditch 1 by exchange from Reservoir A (Reservoir A is a Non‐C‐BT Project storage structure in this example)

Reservoir A ‐ 10 cfs releaseof C‐BT Project water that was stored previously


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Poudre River

Example 4 Description – Diversion of C‐BT Project water at Reservoir B by exchange from Reservoir A (This can occur two ways, first by physically storing 10 cfs in Reservoir B and second by relocating C‐BT Project Water if Reservoir B already has other water stored in it. Reservoir A and B are Non‐C‐BT Project storage structures in this example)

Reservoir A ‐ 10 cfs releaseof C‐BT Project water that was stored previously

Trib 1Reservoir B ‐ stores 10 cfs C‐BT Project water by exchange


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Colorado‐Big Thompson Project Water Tracking Accounting Procedures Section 45.1 Examples

July 12, 2018

C‐BT return flows from inside use

C‐BT return flows from outside use

Example 1 – Utility A is responsible for meeting requirements in Accounting Procedures Section 45.1

Municipal, Domestic,

Commercial, or Industrial Use

RiverUtility A treats wastewater

Utility A treats C‐BT

Colorado‐Big Thompson Project Water Tracking Accounting ProceduresSection 54.1 ExamplesJuly 12, 2018

23

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Example 2 – Utility B is responsible for meeting requirements in Accounting Procedures Section 45.1

Utility B takes C‐BT through a master meter

River




Utility B treats wastewater




Example 3 – Utility A is responsible for meeting requirements in Accounting Procedures Section 45.1 if Utility A accounts for C‐BT and/or Non‐C‐BT return flows



RiverUtility C treats wastewater



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Example 4 – Utility B is responsible for meeting requirements in Accounting Procedures Section 45.1 if Utility B accounts for C‐BT and/or Non‐C‐BT return flows

Utility B takes C‐BT through a master meter

River




Utility C treats wastewater


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C‐BT Project Water Tracking Rule Proposed Modifications FAQ December 3, 2020 Draft Page 1

Frequently Asked Questions Concerning Proposed Modifications to the Colorado-Big Thompson Project Water Tracking Rule to Account for Oil

and Gas and Other Non-Allottee Commercial and Industrial Uses (Draft, December 3, 2020)

Why is Northern Water pursuing modifications to the C-BT Project Water Tracking Rule to replace the 2012 Rules Governing C-BT and Windy Gap Project Water for Development of Oil and Gas Wells?

The 2012 Rules Governing C-BT and Windy Gap Project Water for Development of Oil and Gas Wells (2012 C-BT Oil and Gas Rules) did not anticipate the manner in which C-BT Project water (C-BT) is now commonly delivered for oil and gas drilling well development purposes. Further, the 2012 C-BT Oil and Gas Rules did not cover other non-allottee industrial and commercial uses.

In 2012, treated C-BT was generally delivered for oil and gas well development through utility water “filling stations” into tanker trucks. Now untreated C-BT is generally delivered to oil and gas from ditches, ponds, reservoirs, and rivers. The 2012 C-BT Oil and Gas Rules did not contemplate this new delivery system. This has resulted in difficulty and frustration for C-BT Allottees, C-BT Account Entities, oil and gas entities and Northern Water staff in implementing the 2012 C-BT Oil and Gas Rules.

Modifying the 2018 C-BT Project Water Tracking Rule to incorporate oil and gas well development purposes would take into account how C-BT is now delivered for these purposes, would include accounting requirements for other non-allottee commercial and industrial uses, and would provide for more consistency in accounting requirements.

What do the original 2018 C-BT Project Water Tracking Rule and related Accounting Procedures presently cover?

They cover accounting for the storage of C-BT in non-C-BT Project facilities, river diversion and river exchange of C-BT, domestic/municipal treated C-BT, and domestic/municipal C-BT return flows. The accounting requirements for these uses would remain unchanged.

What would the proposed modifications to the C-BT Tracking Rule and related Accounting Procedures require concerning oil and gas well development and other non-allottee commercial and industrial uses?

In general, the proposed modifications would require information concerning location and type of use of C-BT and daily accounting submitted monthly for all oil and gas well development uses and other non-allottee commercial and industrial uses.

26

C‐BT Project Water Tracking Rule Proposed Modifications FAQ December 3, 2020 Draft Page 2

What process does Northern Water Board follow to adopt a modified Rule?

The Board follows a public rule-making process to adopt a modified Rule. The process includes publishing notice of a draft Rule in newspapers and holding a hearing to take written and verbal public comments on the draft Rule and related Accounting Procedures prior to the Board enacting a final Rule.

Has there been other communication about these proposed changes?

We mailed a postcard to all Account Entities informing them of the proposed modifications to the C-BT Project Water Tracking Rule and the formal Rule making process. We have also met with agricultural and domestic/municipal Account Entities, and other pertinent parties who have historically supplied C-BT to oil and gas entities to learn about their use of C-BT and inform them of proposed modifications to the C-BT Project Water Tracking Rule.

When would the C-BT Tracking Rule Accounting Procedures require suppliers to begin to submit accounting for oil and gas well development and other non-allottee commercial and industrial uses?

Accounting would be required beginning immediately after the modified Rule and Accounting Procedures are approved.

Would the proposed modifications of the C-BT Project Water Tracking Rule include accounting or other requirements for Windy Gap Project water or other Non-CBT Project water?

No, the Rule only concerns accounting for the use of C-BT.

What will happen to the existing 2012 Oil and Gas Rules?

The 2012 Oil and Gas Rules would be rescinded at the same time the modifications to the C-BT Project Water Tracking Rule are approved.

Does an entity have to submit accounting to Northern Water if that accounting has already been submitted to the Colorado Division of Water Resources?

Northern Water will use the information submitted to the Colorado Division of Water Resources that is publicly available, and not require an additional submittal, if it provides the necessary information on the use and return flows of C-BT.

Where do I obtain additional information?

The proposed modifications to the C-BT Tracking Rule and related Accounting Procedures are posted at: https://www.northernwater.org/cbttrackingrule

Please contact Jim Hall at [email protected] or (970) 622-2208 with questions about the Rule or Accounting Procedures.

27

Northern Colorado Defined Benefit Plan

Delete grey box, thenLOGO GOES HERE

Gordon Tewell, CFA, CPC, ERPA | PrincipalSteven Fraley, MBA, CFA | Vice PresidentDustin Roberts, QKA, AIF® | Vice President

Report Prepared by: Claire Smith

Colorado • Arizona • California | www.innovestinc.com

Portfolio ReviewQ3 2020

28

Performance Over Time

Risk and Return (Since Inception) Asset Allocation

Cumulative Performance Over Time

Change in Account Value

LastQuarter

Year ToDate

1Year

3Years

5Years

7Years

SinceInception

InceptionDate

Northern Colorado Water DB Total Fund 5.08 5.83 11.64 6.33 7.09 5.80 5.57 04/01/2011Northern CO Water Policy Benchmark 4.11 1.44 6.22 5.36 6.73 5.50 5.75

Northern CO Water Custom Benchmark 4.15 2.08 7.00 5.05 6.45 5.33 5.48

Market ValueAs of

07/01/2020

Market ValueAs of

09/30/2020

Change$

Northern Colorado Water DB Total Fund 37,911,982 40,008,751 2,096,769

Market Value($)

Allocation(%)

Target(%)

Large Cap Equity 7,719,164 19.29 19.00

Mid Cap Equity 2,085,160 5.21 5.00

Small Cap Equity 1,212,410 3.03 3.00

International Equity 6,506,895 16.26 16.00

Emerging Markets 2,114,029 5.28 5.00

Fixed Income 12,010,815 30.02 32.00

Floating Rate Corporate Loans 2,613,374 6.53 7.00

Low Correlated Hedge 4,198,706 10.49 10.00

Cash & Equivalents 1,548,199 3.87 3.00

Total Fund 40,008,751 100.00 100.00

-2.5

0.0

2.5

5.0

7.5

10.0

12.5

15.0

Re

turn

(%)

-4.0 0.0 4.0 8.0 12.0 16.0 20.0 24.0

Risk (Standard Deviation %)

MSCI EM

Russell 2000

MSCI EAFE

S&P 500

Blmbg. Barc. U.S. Aggregate

90 Day U.S. Treasury Bill

Northern Colorado Water DB Total Fund

Northern Colorado Water DB Total Fund Northern CO Water Custom Benchmark

-50 %

0%

50%

100%

6/11 12/11 6/12 12/12 6/13 12/13 6/14 12/14 6/15 12/15 6/16 12/16 6/17 12/17 6/18 12/18 6/19 12/19 9/20

Alternative Positions may lag based on the latest available data. Total fund return is reported net of all fees.

Executive SummarySeptember 30, 2020

729

Criteria

Organization PeoplePhilosophy &

ProcessStyle

ConsistencyAsset Base Performance Expenses Overall

Costs

Exp Ratio(%)

MedianExp Ratio

(%)

Ratio ofExp to

Median (%)

Cambiar Large Cap Value 0.50 0.88 56.81

Vanguard 500 Idx;Adm (VFIAX) 0.04 0.30 13.33

Harbor:Cap Apprec;Ret (HNACX) 0.59 0.92 64.13

Robeco MCV 0.80 1.06 102.56

Vanguard Ext MI;Adm (VEXAX) 0.06 1.00 6.00

Emerald:Growth;Inst (FGROX) 0.72 1.15 62.61

Causeway:Intl Val;Inst (CIVIX) 0.85 0.95 89.47

Vanguard Dev Mkt;Adm (VTMGX) 0.07 0.90 7.78

American Funds EuPc;F3 (FEUPX) 0.49 1.14 42.98

Harding Loevner:IEM;I (HLMEX) 1.27 1.24 102.42

MetWest:Total Rtn;Plan (MWTSX) 0.38 0.60 63.33

Schroder:Core Bond;Inv (SCBIX) 0.40 0.59 67.80

Eaton Vance Flt Rt;Inst (EIBLX) 0.77 0.99 77.78

PartnerSel Alt Str;Inst (MASFX) 1.35 1.44 93.75

Ironwood Inst'l Multi-Strategy Fund LLC 1.45 2.05 70.73

Lighthouse Global Long/Short Equity LP 1.00 2.05 48.78

Legend For Overall Criteria

No/Minimum Concerns

Minor Concern

Major Concern

Under Review

New No/Minimum Concerns

Upgrade to Minor Concern

Downgrade to Minor Concern

New Major Concern

Manager Score Factor Comments

Causeway:Intl Val;Inst (CIVIX) People Effective 6/30/2020, Jamie Doyle, Fundamental Portfolio Manager on the International and Global Value strategies, retired. Causeway employsa team-based approach, and seven managers remain on the strategy. This, coupled with ample notice, does not warrant any concern goingforward for the strategy.

Schroder:Core Bond;Inv (SCBIX) Philosophy & Process The Core Bond fund process is slightly different from that of the Total Return bond. The new strategy is not looking to invest in more creditsensitive securities. While this is a change, the process is still very similar to the old strategy, so we will continue to monitor this going forward.

Schroder:Core Bond;Inv (SCBIX) Style Consistency Due to the merger of funds, the style of this strategy will look a little different going forward. The Core Bond fund is a core fixed incomemanager that does not look to take on any additional credit risk, so you may see far less high yield securities or "junk bonds" in the strategythan historically would have been present under the Total Return Bond strategy. Becasue of this shift, we will continue to monitor the changeand how the strategy will look going forward.

Schroder:Core Bond;Inv (SCBIX) Asset Base The Schroder Total Return Bond fund merged into the Schroder Core Bond fund, therefore, we would expect to see a rise in assets. Given theCore Bond fund is newer to the market, we will continue to monitor how the increase in assets affects the strategy.

Schroder:Core Bond;Inv (SCBIX) Performance Given the fund has an inception date of January 2018, there is not currently enough history to score performance.

Manager Score Card

The Expense Ratio and Median Expense Ratio for Hedge Fund of Funds and Private Equity Fund of Funds excludes underlying fund expenses; the expenses shown are only at the Fund of Funds level.For additional disclosures related to any non-mutual fund alternative investments, please see the full disclaimer in the appendix.

20 30

Contract Summary Form

Name of Project NISP – Glade Design

Project Description Design advancement of Glade Dam and Forebay, Poudre Valley Canal, Glade Pump Station, and river diversion works.

Entity or Enterprise Northern Water - Fund 10

Agreement Number TBD

Starting Date 12/1/2020

New or Amended New contract

Final Completion Date 12/31/2021

Contract Expiration Date 12/31/2021

NW Project Manager Carl Brouwer

Legal Approval by Michael Kopp

Legal Approval Date 11/20/2020

Vendor Name Black & Veatch

Vendor Key Contact Greg Zamensky

Vendor Address 4600 S. Syracuse Street, Suite 800, Denver, CO 80237 Vendor Phone 720-834-4299 Vendor Email [email protected]

Procurement Type Request for Proposals

Contract Amount $4,900,152

Insurance Requirements as per contract

Describe any unusual or non-standard insurance requirements, otherwise state “Standard insurance requirements”.

Bond Requirements Bonds not required.

Other risks Describe any other relevant risk factors to be considered during the approval process

31

Northern Integrated Supply Project November 20, 2020 Black & Veatch Scope of Services Page 1

EXHIBIT A – SCOPE OF SERVICES SUMMARY

This scope provides for technical consulting, advancement of the Glade Unit features, and related

support to the Enterprise during 2021. Compensation is summarized in Table 1.

0100 Project Administration, Meetings, and General Tasks

0110 Project Management Black & Veatch (Consultant) shall provide project management activities necessary to effectively

manage the Consultant’s team for executing this work. The work is anticipated to begin December 1,

2020 and end December 31, 2021, an overall anticipated 13-month duration. Consultant will

prepare a monthly progress report, including schedule progress reporting for the tasks identified

within this scope.

0120 Meetings with the Enterprise, NISP Participants and Other Design Firms Consultant shall participate in 12 meetings with the Enterprise to review progress and exchange

ideas and information. Consultant shall participate in two (2) two-hour meetings with the NISP

Participants. Consultant shall participate in three (3) two-hour meetings with other firms engaged in

the design of other aspects of the Project in order to coordinate design activities.

0130 Coordination with TAP / SEO Consultant shall conduct one (1) 8-hour virtual webinar with the Technical Advisory Panel (TAP)

and the State Engineer’s Office (SEO) to review design advancement, investigations and studies, and

project status. Consultant will prepare six (6) bi-monthly progress reports (“newsletters”) for the

TAP/SEO to inform that group of ongoing Glade Unit progress.

0140 CM/GC Interface Consultant shall perform coordination with the construction manager / general contractor (CM/GC).

Consultant will support the Enterprise with selection of a CM/GC. The Consultant will conduct

collaborative meetings and workshops with the selected CM/GC during advancement of the

following tasks. Consultant will provide support and project background information related to

CM/GC and ICE in developing a 30% Opinion of Probable Construction Cost (OPCC). The Consultant

will provide guidance, support, and project background information to the CM/GC for developing a

30% cost-loaded construction schedule. The Consultant will perform risk characterization as

related to the 30% OPCC and schedule development and provide input to the CM/GC. The Consultant

will review innovation concepts presented by the CM/GC and provide responses.

Consultant shall engage the services of an Independent Cost Estimator (ICE) team to perform tasks

including: CM/GC selection support, team integration, attend meetings/workshops, develop a 30%

opinion of probable construction cost (OPCC), develop a detailed construction schedule, evaluate

CM/GC innovation concepts, and attend the TAP/SEO webinar.

32


0150 Master Schedule Development and Management. Consultant will prepare a master program schedule in Primavera P6 software to present

Consultant’s major Glade Unit project tasks for 2021 – 2025.

0200 Agencies, Regulatory, and Environmental Support

Consultant will perform coordination with other agencies and provide regulatory and environmental

support to the Enterprise as related to the Glade Unit advancement. Consultant will coordinate with

the Colorado Department of Transportation (CDOT), Tri-State and Xcel Energy, Larimer County,

Pinyon Environmental (wetlands and environmental permitting), Colorado Department of Public

Health and Environment (CDPHE), Colorado Division of Water Resources (CDWR), and Colorado

Parks and Wildlife (CPW).

0300 Field Investigations

0310 Phase IV Geotechnical Field Investigation Consultant will plan, manage, and supervise a geotechnical field investigation to obtain information

and address geotechnical data gaps in support of advancing Glade Unit design progression.

Consultant will observe and log field exploration activities.

0310.001 Work Planning & Field Work Preparation

Consultant will perform work planning activities in advance of the field investigations.

Consultant will procure geotechnical field services from others for drilling, sampling, and

borehole testing.

0310.002 Low Level Outlet Works

Field work to be performed includes drilling to advance three (3) HQ sized rock core test

holes of varying depths, not to exceed a total length of 770 feet, in-situ pressure meter

testing, and downhole geophysical surveys (caliper, optical/acoustical televiewer, gamma

log, and resistivity) to be completed in each test hole.

0310.003 Ingleside Rock Quarry (Central Hogback)

Field work to be performed includes geologic surface mapping, drilling to advance three (3)

HQ sized rock core test holes up to 250-ft depth for each hole, and downhole geophysical

surveys to be completed (caliper and optical/acoustical televiewer) in each test hole.

0310.004 Forebay

Field work to be performed includes drilling to advance two (2) HQ sized rock core test holes

with rock coring depths of 150 feet each, not including overburden drilling above, downhole

geophysical surveys to be completed (caliper and optical/acoustical televiewer) in each test

hole, and in-situ permeability testing.

33


0310.005 Poudre River Diversion Structure into Poudre Valley Canal

Field work to be performed includes drilling to advance one boring using ODEX drilling

methods to penetrate full thickness of alluvial materials and verify top of bedrock, and in-situ

permeability testing.

0310.006 Spillway Surface Geophysics

Four surface geophysical lines (seismic refraction [SR], multi-channel analysis of surface

waves [MASW] methods) will be performed on the slope above the proposed spillway

approach channel to evaluate thickness of weathered rock and inform preliminary design of

the cut slope above the approach channel.

0320 Laboratory Testing Consultant will procure materials laboratory testing services to perform testing of samples obtained

from the Phase IV field explorations and Ingleside Formation rock samples obtained under Task 450.

Consultant will review field exploration logs and testing results and assign laboratory tests to select

samples. Consultant will monitor laboratory testing progress and compile results.

0330 Groundwater Observation Wells Consultant will perform monthly readings during January - December 2021 of groundwater

observation wells and vibrating wire piezometers (VWP). A total of 12 site visits for measurements

at 64 standpipe wells and 5 VWPs locations during each site visit are included. Potentiometric

contour maps of the overburden and bedrock will be created from this data after each round of

collection.

0340 Subsurface Utilities Mapping Consultant will procure the subcontracted professional services of a Subsurface Utility Engineering

(SUE) subconsultant to perform utility mapping along State Highway 14 and Poudre Valley Canal

alignment.

0350 Surveying Consultant will procure the subcontracted professional services of a registered land surveyor

subconsultant to perform surveying in support of the Phase IV Geotechnical field investigation,

topographic surveying, and other surveying support for the Glade Unit advancement.

0400 Evaluation Tasks

0410 Forebay Evaluations Consultant will perform evaluations related to advancing the forebay. Consultant will conduct

meetings with the Enterprise, SEO, and CM/GC to gather information and inform a decision on a

seepage treatment alternative for the forebay.

34


0420 Water Conveyance Review Consultant will review Glade Unit water conveyance and deliveries. This evaluation will be used to

affirm the basis of design for water conveyance infrastructure, inform the feasibility assessment of

hydropower implementation, incorporate elements to promote high water quality in the reservoir

and its outflows, and evaluate operational considerations.

0430 Hydropower Feasibility Consultant will prepare a hydropower feasibility study which will evaluate the potential for both

pump storage and traditional hydropower as part of the Glade Reservoir project.

0440 Recreation Facilities Concept Development Consultant shall perform master planning to further the development of the Glade Reservoir

recreation facilities. This effort includes collaboration between the Enterprise, Larimer County, and

the selected CM/GC. Masterplan advancement will build upon previous master planning work by

Consultant. Consultant will coordinate with leads of other Glade Reservoir facilities to ensure

technical collaboration and viability. Consultant will perform concept program master planning for

recreation features and access for the west reservoir area “thumb”. Consultant shall provide on-call

technical assistance to the Enterprise related to recreation master planning development.

0450 Ingleside Formation Rock Source Evaluation Consultant will perform a desktop study of projects in northern Colorado which have used Ingleside

Formation sandstone. Up to four sites where Ingleside sourced riprap has been installed for an

extended time period, e.g. greater than five years, will be visited by the Consultant to document the

riprap condition. Consultant will schedule visits with two quarry locations adjacent (north) of the

Glade Reservoir site (Pete Lien and Sons, Pioneer) and collect bulk samples of Ingleside Formation

sandstone for laboratory testing.

0460 Hydrogeology Consultant will analyze groundwater elevation data from Task 330. Consultant will update the

LeapFrog 3D geologic model to incorporate data from the Phase IV investigation and groundwater

data in anticipation of use for future updates to the groundwater and seepage numerical model.

Consultant will analyze permeability and lithology data from the Phase IV investigation results and

incorporate into the LeapFrog 3D model. Consultant will analyze groundwater potentiometric data

and identify improvements to be made to the FEFLOW groundwater and seepage model.

0500 Reports

0510 Geotechnical Data Report (GDR) Update The results of the Phase IV Geotechnical Investigation will be documented through revisions to the

Glade Unit Geological, Hydrogeological, and Geotechnical Investigations - Geotechnical Data Report

published in June 2020. The revision will include: gINT logs developed for Phase IV borings, (Task

0310), permeability logs developed for field packer and falling head tests conducted for the Phase IV

investigation, and the Phase IV laboratory results will be incorporated into the revised report by

35


updating the master laboratory results table. Plan figures and summary index figures in the report

will be updated. Report text and tables for each project feature will be updated to reflect the Phase

IV Geotechnical Investigation findings, to incorporate additional groundwater well reading data, and

to address comments received from the TAP-SEO on the GDR issued in 2020.

0600 Design Tasks

0610 General Aspects of the gateway design will be refined in response to information requests from the CM/GC

and direction from the Enterprise. Project features may include embankment dam design, forebay,

high level outlet works, low level outlet works, spillway system, Munroe Canal Bypass, and Poudre

Valley Canal.

0620 Site Plans The Consultant will coordinate with other NISP design teams (pipelines, environmental, etc.) and the

CM/GC to integrate advancement of features and ensure proper coordination of design interface

points. Consultant will prepare “on-call” site plans.

0630 Owl Creek Embankment #1 Consultant will revise the November 2018 Owl Creek Improvement report to identify remediation or

replacement alternatives for Owl Creek Embankment #1.

0640 Design Gateway Package Consultant will prepare a design gateway package set of drawings of the Glade Unit features to be

used for developing the 30% OPCC by the CM/GC and ICE.

0650 Develop Quantities Consultant will determine quantities of all work breakdown structure (WBS) line items to be

estimated by the ICE during the 30% Design Package OPCC.

0700 River Diversions

0710 General Support

Consultant will perform coordination with regulatory agencies (Colorado Parks and Wildlife, City of

Fort Collins, Colorado Division of Water Resources) and provide permitting support to the

Enterprise specifically related to the three river diversion structures described below. Consultant

will provide specialists related to fish passage and icing issues to advise on design advancement of

river diversions.

0720 Poudre River Diversion into Poudre Valley Canal Consultant will perform tasks to advance design of this structure. The work includes: field work

(geotechnical investigation, utility locates), general configuration updates (to accommodate passage

36


for fish, fish screening, boats, addressing potential ice issues), and refining drawings as necessary for

a 30% design level.

0730 South Platte River Diversion Consultant will perform tasks to develop this structure to a 30% design level. Consultant will

perform field work: field reconnaissance site visit, a 2-day field visit of similar structures, and

additional surveying as needed to advance the design. Consultant will perform preliminary

evaluations including a comprehensive review of existing design information, design hydrology

analysis, hydraulic modeling, evaluation of geomorphology and sediment transport, and alternatives

evaluation. Complete a 15% design package to aid the Enterprise in the land acquisition process.

0740 Mulberry-Poudre River Diversion Consultant will perform tasks to develop this structure to a 30% design level. Field work includes

performing a field reconnaissance site visit, subsurface utility locating, and additional surveying as

required to advance the design. Consultant will perform a comprehensive review of existing design

information, hydrology evaluation, evaluate fish and boater passage, perform hydraulic modeling,

floodplain analysis, and evaluate stream restoration. Perform a high-level alternative analyses and

conceptual design. Consultant will assemble a Basis of Design report and prepare 30% design

drawings.

0800 Contingency

This contingency is established to accommodate minor adjustments to scope, level of effort, etc. that

may arise during the base scope execution. This amount is indicated in Table 1 – Compensation.

0900 Scope Allocation

To allow for execution of tasks yet to be selected by the Enterprise, a scope allocation amount is

included herein, in the amount indicated in Table 1 – Compensation. Utilization of allocation by

Consultant requires authorization by the Enterprise.

37


TABLE 1 – COMPENSATION

Budgeted Costs by Task

Task B&V/

AECOM Cost

Other

Subconsultant

Costs(1) Total Fee

100 – Project Administration,

Meetings, and General Tasks $1,048,446 $560,000 $1,608,446

200 – Agencies, Regulatory, and

Environmental Support $100,378 $0 $100,378

300 – Field Investigations (1) $350,271 $555,474 $905,745

400 – Evaluation Tasks $383,867 $0 $383,867

500 – Reports $107,070 $0 $107,070

600 – Design Tasks $337,097 $0 $337,097

700 – River Diversions $328,549 $30,000 $358,549

Subtotal $2,655,678 $1,145,474 $3,801,152

800 - Contingency $99,000

Subtotal $3,900,152

900 – Scope Allocation --- --- - $1,000,000

Total Not to Exceed Fee $4,900,152

Note 1: Field/laboratory subcontractor costs under Task 300 include a 5% markup.

38

APPLICATIONS FOR CHANGE

OF WATER ALLOTMENT CONTRACTS

NORTHERN INTEGRATED SUPPLY PROJECT

December 10, 2020

Current NISP Phase I Participants

Units New NISP Allottees Units

ALLOTMENT TRANSFERS

1. Town of Evans 1,600 Town of Evans

Fort Collins-Loveland Water

District

1,200

400

TOTAL

1,600

TOTAL

1,600

39

EXHIBIT A

NISP PHASE 1 PARTICIPANTS

Participant NISP

Allotment

NISP

Participation

Percentage

NISP Phase 1 Capital

Funding Obligations

Erie 6,500 16.25% $3,250,000

Left Hand Water District 4,900 12.25% 2,450,000

Fort Morgan 3,600 9.00% 1,800,000

Central Weld County Water District 3,500 8.75% 1,750,000

Windsor 3,300 8.25% 1,650,000

Fort Collins-Loveland Water District 3,400 8.50% 1,700,000

Frederick 2,600 6.50% 1,300,000

Fort Lupton 2,050 5.13% 1,025,000

Severance 2,000 5.00% 1,000,000

Lafayette 1,800 4.50% 900,000

Evans 1,200 3.00% 600,000

Morgan County Quality Water District 1,300 3.25% 650,000

Firestone 1,300 3.25% 650,000

Eaton 1,300 3.25% 650,000

Dacono 1,250 3.13% 625,000

Totals 40,000 100.00% $20,000,000

40

1

SEVENTEENTH INTERIM AGREEMENT WITH THE NORTHERN INTEGRATED SUPPLY PROJECT WATER ACTIVITY ENTERPRISE,

FOR PARTICIPATION IN THE NORTHERN INTEGRATED SUPPLY PROJECT

This Agreement is made and entered into as of ____________, 2021, by and between the

Northern Integrated Supply Project Water Activity Enterprise, a government-owned business within the meaning of Article X, § 20(2)(d) of the Colorado Constitution, organized pursuant to C.R.S. §§ 37-45.1-101 et seq., owned by the Northern Colorado Water Conservancy District, and whose address is 220 Water Avenue, Berthoud, Colorado 80513 (the "NISP Enterprise"), and «Participant», whose address is «Address», «City», «ST» «Zipcode» (“Participant”). Recitals A. The NISP Enterprise is developing a water project (the "Project") for the purpose of

developing a new reliable water supply for the beneficial use of the Participant and other entities.

B. Overall Project costs will be divided among the entities that participate in the Project. C. The First, Second, and Fourth Phases of the Project, and years one through six of the

Third Phase, have been completed. D. The Third Phase, Years 7 through 18 (hereinafter referred to as “Phase 3A”), will consist

of further agency consultation, permitting with the U.S. Army Corps of Engineers and other agencies, compliance with the National Environmental Policy Act and other requirements for federal permitting, field work, and analysis for permitting, modeling, and other activities related to designing and permitting the Project.

E. The Fifth Phase of the Project consists of the Glade Reservoir geotechnical investigation and embankment design advancement, Glade Reservoir Construction Manager/General Contractor (CM/GC) design involvement, Highway 287 relocation thirty percent design and CM/GC design involvement, and completion of the Galeton Dam preliminary design.

F. The Sixth Phase involves continued NISP conveyance delivery refinement, South Platte Water Conservation Project negotiations, land and easement definition and potential purchase, and potential advancement of time-sensitive mitigation activities.

G. The Seventh Phase involves the development of a NISP Allotment Contract, financial project planning, legal defense of the Project permits, and overall project administration.

H. It is necessary that the NISP Enterprise pursue Phases 3A, 5, 6, and 7 of the Project at

this time in order to be able to complete the Project on the time schedule desired by the participants.

41

2

J. Pursuing this Phases 3A, 5, 6, and 7 of the Project on behalf of the participants will require continued funding from the participants.

Agreement

1. The Participant agrees to participate in Phases 3A, 5, 6, and 7 of the Project, under and

pursuant to the terms and conditions of this Agreement. The Participant acknowledges that it shares a common interest in development of the Project and that privileged material may be shared with the Participant from time to time. A description of Phase 3A, Phase 5, Phase 6, and Phase 7 is included in Exhibit A. Participation in these phases of the Project in no way obligates the Participant to participate in subsequent phases of the Project or to continue involvement in the Project in any manner.

2. For the purposes of cost allocation in Phase 3A, Phase 5, Phase 6, and Phase 7, the cost is

based upon the Participant’s base requested capacity divided by the total requested base Project yield. The Participant’s initial base requested capacity in the Project is «Acre_Feet» acre-feet of water yield. Attached hereto as Exhibit B is a table showing the currently anticipated permitted capacity in the Project and the pro rata share of the costs of the Project for 2021 for each Participant. Exhibit B also shows the projected budgets and projected pro rata shares of the costs of the Project for 2022 and 2023 for each Participant. The costs covered by this Agreement shall be separate from costs covered by the NISP Phase I Agreement between the NISP Enterprise and the Participant. The Participant may request a reduction, but not an increase, in base requested capacity, which will be implemented by the NISP Enterprise so long as any increased costs of design, environmental studies, permitting or other matters are paid by the Participant pursuant to its pro-rata cost basis. If a reduction in the Participant’s base requested capacity is made, the formula for allocation of costs among the participants shall be changed accordingly so that all participants bear a pro rata share of the Phase 3A, Phase 5, Phase 6, and Phase 7 costs of the Project after the change based on their final base requested capacities. For purposes of the environmental analysis for the Project, the Participant’s permitted capacity in the Project is «Acre_Feet» acre-feet of water yield. In the event that the Participant’s base requested capacity is increased or decreased, the Participant’s permitted capacity shall be increased or decreased in the same percentage as the percentage increase or decrease of the base requested capacity.

3. The Participant agrees to provide to the NISP Enterprise funds for its pro rata share of the

anticipated 2021 costs necessary for Phase 3A, Phase 5, Phase 6, and Phase 7 of the Project. The NISP Enterprise estimates that the Participant’s pro rata share of the costs of the Project is $«Costs» for 2021. The Participant will pay the NISP Enterprise its pro rata share of these 2021 costs on or before January 15, 2021. The NISP Enterprise will invoice the Participant for this payment. These estimated costs will not be increased or exceeded without the prior written approval of the Participant. Participant funds that are not expended during Phase 3A, Phase 5, Phase 6, and Phase 7 will be rebated back to each participant pro rata based on each participant’s contribution of funds to the Project in Phase 3A, Phase 5, Phase 6, and Phase 7.

42

3

4. In the event that the Participant fails to make the payment set forth above at the specified time, the NISP Enterprise shall have the right to terminate this Agreement and cease all work on the Project for the benefit of the Participant. The NISP Enterprise shall give the Participant thirty (30) days' advance written notice of its intention to terminate this Agreement and cease work on the Project for the Participant's benefit under this paragraph. The Participant shall have until the end of said 30-day period in which to make all past due payments in full in order to cure its default hereunder. The Participant shall in any event be responsible for its pro rata share of the 2021 costs of Phase 3A, Phase 5, Phase 6, and Phase 7 of the Project actually incurred by the NISP Enterprise up to the date of termination of this Agreement.

5. The NISP Enterprise agrees to diligently pursue Phase 3A, Phase 5, Phase 6, and Phase 7

of the Project in good faith to the extent that funds therefor are provided by the Participant under this Agreement and by other participants under similar agreements. By entering into this Agreement and accepting payments from the Participant, the NISP Enterprise does not obligate itself to, nor does the NISP Enterprise warrant that it will, proceed with the Project beyond Phase 7 or that it will construct or operate the Project. At the end of the Sixth Phase, the NISP Enterprise will determine after consultation with the participants whether to proceed with the Project. The NISP Enterprise agrees that, if the participants provide all required funding, if the NISP Enterprise has the ability, and if the Project is feasible and practical, it will pursue the construction and operation of the Project if requested to do so by a sufficient number of participants to fully fund the Project. In the event that the NISP Enterprise decides not to proceed with the Project, it will so notify the Participant and this Agreement will immediately and automatically terminate upon the giving of such notice.

6. In the event of termination of the Project, the Participant shall not be entitled to any

return of funds paid to the NISP Enterprise for the Project, unless payments by participants exceed the NISP Enterprise's costs, in which case a pro rata refund will be made. In the event of such termination, the Participant shall be entitled to receive copies of any work products developed by the NISP Enterprise or its consultants on behalf of the Participant, and NISP Enterprise Board shall, in its sole discretion: (i) convey to the Participant, as a tenant in common with all other participants who have not been terminated under paragraph 4 above, a pro rata interest in all real and personal property acquired by the NISP Enterprise for the Project with funds provided under this Agreement or similar agreements with other participants; or (ii) disburse to the Participants the proceeds of any sale of assets in proportion to each Participant’s Cost Share.

7. The Participant shall have the right to assign this Agreement and the Participant's rights

hereunder, with the written consent of the NISP Enterprise, which consent shall not be unreasonably withheld, to any person or entity that is eligible to receive water deliverable through the Project and that is financially able to perform this Agreement.

8. In the event that this Agreement is terminated for any reason, the Participant shall not be

entitled to any return of any funds paid to the NISP Enterprise for the Project, and the

43

4

NISP Enterprise shall have no further obligations to the Participant, except as provided in Paragraphs 3 and 6 above for those participants who have not been terminated under Paragraph 4 above.

9. Notwithstanding any other provision of this Agreement to the contrary, the Participant’s

maximum financial obligation under this Agreement shall be the payment of $«Costs» set forth in paragraph 3 above. The Participant shall have the right to terminate this Agreement at any time. In the event of such termination, each of the parties hereto shall be immediately released from all obligations recited herein as if this Agreement had not been entered into, except that the Participant shall be entitled to a return of funds paid to the NISP Enterprise as provided in paragraph 8 above.

10. In the event that additional costs must be incurred for Phase 3A, Phase 5, Phase 6, and

Phase 7 in 2021, the parties may amend this Agreement in writing to provide for further payment by the Participant of the costs for 2021. However, the Participant is not obligated under this Agreement to pay any costs for Phase 3A, Phase 5, Phase 6, and Phase 7 beyond the costs stated in paragraph 3 above.

11. This Agreement shall be interpreted under the laws of the State of Colorado. Venue for

any disputes concerning this Agreement shall be in the Weld County, Colorado, District Court.

12. Nothing in this Agreement shall be construed to waive the protections and immunities

afforded the NISP Enterprise and the Participant under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq., and any similar or successor statutes of the State of Colorado.

13. Except for the obligation to pay money, neither party shall be liable to the other party for

any delay or inability to perform its obligations hereunder by reason of acts of God, acts of the public enemy, riot, civil commotion, insurrection, acts or failure to act of governmental authorities, war, pandemic, or any other cause or causes beyond the party's reasonable control.

11. This Agreement is the entire agreement between the NISP Enterprise and the Participant

regarding participation in Phase 3A, Phase 5, Phase 6, and Phase 7 of the Project and shall be modified by the parties only by a duly executed written instrument approved by the Participant and the NISP Enterprise's Board of Directors.

12. This Agreement is subject to approval by the NISP Enterprise's Board of Directors and

shall become binding on the NISP Enterprise only upon such approval.

44

5

«Participant»

By:______________________________________ Name:___________________________________ Title:____________________________________ THE NORTHERN INTEGRATED SUPPLY PROJECT WATER ACTIVITY ENTERPRISE

By:______________________________________ Name:_Bradley D. Wind_____________________ Title:__General Manager_____________________

45

6

EXHIBIT A DESCRIPTION OF PHASE 3A, PHASE 5, PHASE 6, and PHASE 7

NORTHERN INTEGRATED SUPPLY PROJECT Phase 3A consists of a continuation of the permitting work associated with NISP. The work in 2021 will largely be remaining efforts in support of the final 404 permit and Record of Decision, response to comments on the Final EIS, mitigation development, and continuation of the Larimer County IGA process. Additionally, there will be work in support of the public information effort for NISP as well as overall Northern Water administration and legal support. Phase 5 will consist of the Glade geotechnical investigation and embankment design advancement and Highway 287 relocation thirty percent design. Additionally, Construction Management/General Contractors (CM/GC) will be selected for Glade Reservoir and Highway 287 and will assist in design development and cost estimating. Phase 6 involves the following additional 2021 activities:

• NISP conveyance will continue to be refined including evaluation of Participant flow requirements, pipeline sizing and route refinement, delivery system exchange potential, C-BT exchange potential, conveyance cost estimating, and cost allocation methodology development.

• South Platte Water Conservation Project negotiations will be advanced with the affected ditch companies and shareholder cooperative agreements will be developed.

• Land and easement requirements will be more specifically identified. • Mitigation plans will continue to be advanced and time sensitive mitigation activities may

be pursued. Phase 7 involves the following 2021 activities:

• Project financial planning • Allotment contract development • Legal defense of the Army Corps of Engineers 404 permit, the State of Colorado 401

Water Quality Certification, and the Larimer County 1041 Permit.

46

7

EXHIBIT B PARTICIPANT YIELD AND COSTS

PHASE 3A, PHASE 5, PHASE 6, and PHASE 7

47

COMMON INTEREST, JOINT DEFENSE, AND CONFIDENTIALITY AGREEMENT

This Common Interest, Joint Defense, and Confidentiality Agreement (“Agreement”) is

made and entered into on _________, by and among the Northern Integrated Supply Project

Water Activity Enterprise, a government-owned business within the meaning of Article X,

§20(2)(d) of the Colorado Constitution, organized pursuant to C.R.S. § 37-42.5-101 et seq., and

owned by the Northern Colorado Water Conservancy District (“NISP Enterprise”), the Northern

Colorado Water Conservancy District (“Northern Water:), and the governmental entities listed

on attached Exhibit A, which Exhibit may be amended by Northern Water and the NISP

Enterprise from time to time to add entities that have a legal interest in NISP (sometimes referred

to collectively in this Agreement as the “Parties,” or individually as a “Party”). The date of this

Agreement is ____________.

RECITALS

A. Northern Water and the Enterprise are in the process of developing and constructing, and

will in the future operate, the Northern Integrated Supply Project, which will include,

without limitation, new reservoirs, forebay reservoirs, pumping plants and pipelines (the

“Project”). The Project will deliver water from the Cache La Poudre and South Platte

Rivers to the Participants. The Participants are municipal water providers serving

communities on the East Slope of the state of Colorado. The Participants are: Central

Weld County Water District, Town of Dacono, Town of Eaton, Town of Erie, City of

Evans, Town of Firestone, Fort Collins-Loveland Water District, City of Fort Lupton,

City of Fort Morgan, Town of Frederick, City of Lafayette, Left Hand Water District,

Morgan County Quality Water District, Town of Severance, and the Town of Windsor.

The Participants will receive water through the Project.

B. All Parties are interested in and will be affected and/or benefited by the development,

construction and operation of the Project.

C. Since at least 2004, Northern Water has been developing and permitting the Project with

federal, state and local authorities, including inter alia, the U.S. Army Corps of

Engineers, Colorado Department of Public Health and Environment, Colorado

Department of Natural Resources and Larimer County.

D. The Parties anticipate that one or more persons or entities may bring legal challenges

relating to the development, construction or operation of the Project.

E. The parties understand and agree that the purpose of this Agreement is to confirm the

existence of a common interest among the Parties in the development, construction and

operation of the Project, which provides benefits to the Parties including, but not

necessarily limited to, the following:

i. Allowing and encouraging the free exchange of information by and between the

signatories to this Agreement regarding development, construction and operation of the

Project and prosecution or defense of legal actions challenging the Project; and

48

ii. Sharing of labor in connection with research, investigation, expert analysis and

opinions related to the Project; and

iii. Reduction in legal fees, engineering fees, and other costs related to the Project.

AGREEMENT

1. The Parties have engaged the services of various attorneys, law firms, engineers and

consultants with respect to the Project.

2. All work performed by, and all communications between, the Parties and their officers,

employees, attorneys, law firms, engineers, consultants and consulting firms with respect

to the development, analysis, and prosecution of the Project shall be conducted and

perceived pursuant to the joint defense doctrine recognized in such cases as Black v.

Southwestern Water Conservation District, 74 P.3d 462 (Colo. Ct. App. 2003), Gordon v.

Boyles, 9. P.3d 1106 (Colo. 2000), and Ritter v. Jones, 207 P.3d 954 (Colo. Ct. App.

2009), and subject to the privilege therein described ("Common Interest Privilege").

3. The Parties may make available to each other privileged information and

communications, both oral and written, including but not limited to, past and future,

notes, reports, documents, memoranda, research, discussions among the Parties or their

attorneys or consultants, at meetings, conferences or on telephones to investigate or to

pursue a joint defense to any potential litigation or to litigation that commences; written

or electronic communications between the Parties or their attorneys or consultants to

investigate or to pursue a joint defense to any potential litigation or to litigation that

commences; reports/analyses prepared by the Parties or their attorneys or consultants for

any potential litigation or for any litigation that commences; and written and oral

communications to or from the Parties and their attorneys or consultants, all in

connection with the Project relating to the respective representations of the Parties,

("Common Interest Information"). The Common Interest Information may reflect and

incorporate confidential communications made by the Parties to their attorneys and by

their attorneys to them, which are protected by the attorney/client privilege, work product

doctrine, or other applicable privilege from disclosure to others ("Primary Privilege"). It

is the intent of this Agreement to ensure that the exchange of Common Interest

Information among the Parties, shall not, in and of itself, result in any waiver or

termination of the Primary Privilege because of the Parties' common interest in, and joint

defense of, the Project and to preserve any privilege applicable to the Common Interest

Information while pursuing the Parties' common interest and to keep all Common Interest

Information confidential to the maximum extent allowed by law. Information obtained by

the Parties as a result of exchanging Common Interest Information is protected from

disclosure to any third party or non-client by the Parties' Primary Privilege in the same

manner as if the exchange of Common Interest Information had not taken place.

4. A Party's disclosure of Common Interest Information exchanged pursuant to this

Agreement shall not be deemed a waiver by the other Parties of their right to assert a

49

claim of the Common Interest Privilege and attorney/client or work-product privilege

with respect to any Common Interest Information.

5. Because of the privileged nature of the Common Interest Information, no Party shall

provide Common Interest Information to any non-Party or its representatives except as

required by law or with the consent of the Party who first disclosed the Common Interest

Information.

6. The Parties understand that the purpose of this Agreement is to facilitate common interest

representation by increasing the information flow between the Parties. The Parties

recognize, however, that under some circumstances, information known to one Party may

not be shared with the other Parties to the Agreement.

7. Nothing in this Agreement is intended as, shall constitute, or shall be interpreted,

construed or used as evidence of an admission by a Party of any wrongdoing, liability or

fault (including comparative or proportionate fault), a waiver of any privilege, claim,

right or defense, estoppel, or an admission as to any matter of law or fact, either as

between the Parties or with respect to any person or entity not a party to this Agreement

provided, however, that any Party shall be entitled to use this Agreement to enforce its

terms.

8. Disclosure of information obtained from another Party by one of the Party's attorneys to

his or her client is made pursuant to this Agreement and is not a waiver of the Primary

Privilege or the Common Interest Privilege.

9. If any person or entity not a Party to this Agreement requests or demands, by subpoena or

otherwise, any Common Interest Information from any Party or from any Party's agent,

officer, employee, consultant, or representative, such Party shall: (1) immediately notify

the other Parties, and (2) assert the Common Interest Privilege with respect to the

requested Common Interest Information. Each Party and each Party's respective attorney

shall take all steps necessary to assert all applicable rights and Primary Privilege with

respect to such Common Interest Information and shall cooperate fully with the other

Parties in any judicial proceedings related to the disclosure of the Common Interest

Information.

10. All previous privileged communications, and all Common Interest Information

previously exchanged, between the Parties and their respective attorneys, officers, agents,

employees, consultants, and representatives, are subject to this Agreement.

11. Neither the execution nor the performance of this Agreement shall result in the inability

of any party to this Agreement to use any data contributed by it to the effort, any raw data

generated under this Agreement, or any expert opinion which has been disclosed to other

parties in this or other litigation, in other ongoing or subsequent litigation.

12. Any Party may withdraw from this Agreement by giving written notice to every other

Party of its election to withdraw.

50

13. Any Party that withdraws from this Agreement, together with such Party's respective

attorneys and consultants, remains subject to all provisions herein as they pertain to

Common Interest Information theretofore received, but not as to subsequent information.

Any Party that withdraws from this Agreement shall promptly destroy or return to the

other Parties all Common Interest Information in its possession or in the possession of its

attorneys or consultants.

14. Each Party understands and acknowledges that it is represented only by its attorneys in

this matter, that while an attorney representing any other Party has a duty to preserve the

confidences disclosed to him or her pursuant to this Agreement, the attorneys

representing any other Party will be acting only as attorneys for that other Party and will

owe a duty of loyalty to their respective client only. Each Party will pay for the services

of its respective attorneys.

15. Each Party understands that the Parties may now or in the future have some adverse

interests and that the sharing of some confidences pursuant to this Agreement may lead to

potential conflicts of interest of the various attorneys in the future. The Parties do not

intend that the exchange of Common Interest Information will be a basis for the future

disqualification of their respective attorneys and consultants and agree that they will not

move for disqualification of attorneys or consultants in any matter solely on account of

the exchange of Common Interest Information pursuant to this Agreement and waive any

conflicts arising from the sharing of such confidences.

16. Colorado law shall control the interpretation and enforcement of this Agreement. This

Agreement may be enforced in the Weld County, Colorado, District Court by a

temporary restraining order and injunction in the event of a breach or anticipatory breach.

The Parties accept jurisdiction and venue in that court. Any modification to this

Agreement shall be in writing and signed by all Parties.

17. This Agreement shall be binding upon the Parties, their agents, consultants, and

respective attorneys, even after the Windy Gap Firming Project has been constructed and

is operating. In addition, this Agreement shall be binding on the successors and assigns of

the Parties, their agents, consultants, and respective attorneys.

18. Although the Parties are engaged in a common enterprise as described in paragraph E

above, nothing in this Agreement shall be deemed to create a partnership, joint venture,

and/or principal and agent relationship between the Parties and/or their respective

attorneys or consultants.

19. If any provision of this Agreement is deemed invalid or unenforceable, the balance of the

Agreement shall remain in full force and effect.

20. The Parties acknowledge that this Agreement is the result of joint negotiations among the

Parties, and agree that this Agreement shall not be construed or interpreted against any

Party on the grounds of sole or primary authorship.

51

21. Each person signing this Agreement represents and warrants that he or she has been duly

authorized to execute this Agreement by the entity on whose behalf it is indicated that the

person is signing.

22. This Agreement may be executed in counterparts, each of which shall be deemed an

original.

IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate originals, as of

the date first above written.

Northern Integrated Supply Project Water Activity Enterprise

By:

Bradley D. Wind, General Manager

52

Central Weld County Water District Water Activity Enterprise, organized pursuant to

C.R.S. § 37-45.1-101 et seq., and owned by Central Weld County Water District, a

Colorado special district and quasi-municipal corporation

By:

Name: ___________________________________

Title: ____________________________________

53

The City of Dacono, a municipal corporation

By:___________________________

Name:

Title:

54

The Town of Firestone, a municipal corporation, acting with and on behalf of the Firestone

Water Activity Enterprise, a government-owned business within the meaning of Article X,

§ 20(2)(d) of the Colorado Constitution, organized pursuant to C.R.S. § 37-45.1-101 et seq.,

and owned by the Town of Firestone

By:

Name: ___________________________________

Title: ____________________________________

55

Town of Frederick

By:___________________________

Name:

Title:

56

Town of Eaton, Colorado, Water Enterprise, a government-owned business within the

meaning of Article X, § 20(2)(d) of the Colorado Constitution, a government-owned

business organized pursuant to C.R.S. 37-45.1-101 et seq.

Town of Eaton, Colorado, Water Enterprise

_____________________________

Kevin Ross, Mayor

ATTEST:

________________________________

Margaret Jane Winter

57

The Town of Erie, acting by and through its Erie Water Activity Enterprise, a water

activity enterprise and government-owned business within the meaning of Article X,

Section 20(2)(d), of the Colorado Constitution organized pursuant to C.R.S. 37-45.1-101 et

seq.

By:

Name: ___________________________________

Title: ____________________________________

58

City of Evans

By:___________________________

Name:

Title:

59

The Fort Collins-Loveland Water District, acting by and through its Water Activity

Enterprise, a quasi-municipal corporation and political subdivision of the State of

Colorado

By:___________________________

Name:

Title:

60

City of Fort Lupton Utility Enterprise

By: ______

Name: ___________________________________

Title: ____________________________________

61

Fort Morgan Water Works and Distribution Enterprise, an enterprise of the City of Fort

Morgan, a Colorado home rule municipal corporation and political subdivision of the State

of Colorado

By: _____________________________

Name: ___________________________________

Title: ____________________________________

62

The City of Lafayette, a Colorado home-rule municipality, acting with and on behalf of the

Lafayette Water Fund Enterprise, a government-owned business within the meaning of

Article X, § 20(2)(d) of the Colorado Constitution, organized pursuant to C.R.S. § 37-45.1-

101 et seq., and owned by the City of Lafayette

By: ______

Name: ___________________________________

Title: ____________________________________

63

Left Hand Water District, acting by and through its Water Activity Enterprise, a Colorado

quasi-municipal corporation and political subdivision of the State of Colorado

By: ____________

Name: ___________________________________

Title: ____________________________________

64

Morgan County Quality Water District acting by and through the Morgan County Quality

Water District Enterprise, a government-owned business within the meaning of Article X, §

20(2)(d) of the Colorado Constitution, organized pursuant to C.R.S. § 37-45.1-101 et seq.,

and owned by the Morgan County Quality Water District

By:

Name: ______________________________

Title: _______________________________

65

Town of Severance, a Colorado Statutory Town

By:

Name: ______________________________

Title: _______________________________

66

The Town of Windsor Water Utility Enterprise, an enterprise within the meaning of

Article X, §of the Colorado Constitution, owned and operated by the Town of Windsor, a

Colorado home rule municipal corporation

By:___________________________

Name:

Title:

67

EXHIBIT “A”

• The Northern Integrated Supply Project Water Activity Enterprise

• Central Weld County Water District Water Activity Enterprise, organized pursuant to

C.R.S. § 37-45.1-101 et seq., and owned by Central Weld County Water District, a Colorado

special district and quasi-municipal corporation

• The City of Dacono, a municipal corporation

• Town of Eaton, Colorado, Water Enterprise, a government-owned business within the

meaning of Article X, § 20(2)(d) of the Colorado Constitution, a government-owned

business organized pursuant to C.R.S. 37-45.1-101 et seq.

• The Town of Erie, acting by and through its Erie Water Activity Enterprise, a water

activity enterprise and government-owned business within the meaning of Article X, Section

20(2)(d), of the Colorado Constitution organized pursuant to C.R.S. 37-45.1-101 et seq.

• City of Evans

• The Town of Firestone, a municipal corporation, acting with and on behalf of the Firestone

Water Activity Enterprise, a government-owned business within the meaning of Article X, §


and owned by the Town of Firestone

• Town of Frederick

• The Fort Collins-Loveland Water District, acting by and through its Water Activity

Enterprise, a quasi-municipal corporation and political subdivision of the State of Colorado

• City of Fort Lupton Utility Enterprise

• Fort Morgan Water Works and Distribution Enterprise, an enterprise of the City of Fort

Morgan, a Colorado home rule municipal corporation and political subdivision of the State

of Colorado

• The City of Lafayette, a Colorado home-rule municipality, acting with and on behalf of the

Lafayette Water Fund Enterprise, a government-owned business within the meaning of

Article X, § 20(2)(d) of the Colorado Constitution, organized pursuant to C.R.S. § 37-45.1-

101 et seq., and owned by the City of Lafayette

• Left Hand Water District, acting by and through its Water Activity Enterprise, a Colorado

quasi-municipal corporation and political subdivision of the State of Colorado

• Morgan County Quality Water District acting by and through the Morgan County Quality

Water District Enterprise, a government-owned business within the meaning of Article X, §


and owned by the Morgan County Quality Water District

• Town of Severance, a Colorado Statutory Town

• The Town of Windsor Water Utility Enterprise, an enterprise within the meaning of Article

X, §of the Colorado Constitution, owned and operated by the Town of Windsor, a Colorado

home rule municipal corporation

68

Documents

Planning Session Agenda December 3, 2020