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HomeMy Public PortalAboutTBP 2012-05-02  BOARD OF TRUSTEES REGULAR MEETING AGENDA WEDNESDAY, MAY 2, 2012 FRASER TOWN HALL 6:00 p.m. Members of the Board may have dinner together @ 5:30 p.m. - Fraser Town Hall 1. Executive Session: 6:00 For a conference with Special Counsel for the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24-6-402(4)(b) and for the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e) regarding water matters. 2. Roll Call 7:00 3. Approval of Agenda 4. Consent Agenda a) Minutes – April 18, 2012 b) Business Enhancement Grant Application – Winter Park Wellness Center c) Resolution 2012-05-02 A Resolution Extending The Approval Of The Village At Grand Park – Filing 2, Lots 10, 11a And 11b Final Plats. 5. Open Forum a) Business not on the agenda 6. Updates 7. Public Hearing 8. Discussion and Possible Action Regarding a) 2011 Audit Presentation b) Resolution 2012-05-01 A Resolution Authorizing Execution Of The Colorado River Cooperative Agreement Article Iii Implementation Agreement, The 2012 Grand County Water Users Operating Plan, And The Coordination And Integration Agreement c) Resolution 2012-04-03 Streets and drainage improvements d) Amendment to the minimum requirement for meetings of the Water and Wastewater Committee (from monthly to quarterly) 9. Community Reports 10. Staff Reports 11. Other Business Upcoming Meetings: Wed. May 16, 2011 Board of Trustees Wed. May 23, 2011 Planning Commission Posted April 26, 2011 Lu Berger ñÈûØËÖØËéÎÆÏúÑØËÒ  Town Board Briefing May 2, 2012 Please note that Members of the Board may have dinner together @ 5:30 p.m. at the Fraser Town Hall. The Regular Meeting will begin at 6:00 p.m. The first agenda item is an executive session that is anticipated to be concluded by 7:00pm. The Bottle Pass Liquor owners have extended their apologies for the apparent delayed arrival of their attorney. They contacted him at the beginning of the meeting upon receipt of the correspondence from their current landlord regarding the lease provisions and had not previously expected to require his service at the meeting. We are pleased to present another Business Enhancement Grant Application for your consideration, see enclosed materials for details. Please note that this is on the consent agenda and if you desire any discussion of the matter you can certainly move this to discussion items prior to approval of the agenda. See enclosed request for an extension of the approval of final plats for the Village. Staff has no concerns with this request. The annual Audit Presentation is always a popular agenda item and we would look forward to a full house for this presentation. The resolution authorizing execution of several water agreements is provided for consideration by the Town Board. Following discussion of 2012 pavement management projects at the prior Board meeting, additional materials are provided in the packet for your consideration. Finally, we’d like to propose that the Town Board consider amending the Town Code minimum meeting requirements for the Water and Wastewater Committee from monthly to quarterly. This is a paid Board, and we have found that monthly meetings are not always necessary (of course we’d still continue to consider meeting monthly and will be doing so in the near future). As always, feel free to contact me if you have any questions or need any additional information. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com FRASER BOARD OF TRUSTEES MINUTES DATE: Wednesday, April 18, 2012 MEETING: Board of Trustees Regular Meeting PLACE: Fraser Town Hall Board Room PRESENT Board: Mayor Peggy Smith; Mayor Pro-Tem Steve Sumrall; Trustees; Philip Naill, Eileen Waldow, Vesta Shapiro, Cheri Sanders Staff: Town Manager Jeff Durbin; Town Clerk, Lu Berger; Finance Manager Nat Havens; Public Works Director Allen Nordin; Town Planner, Catherine Trotter; Police Chief, Glen Trainor, Plant Supervisor Joe Fuqua, Town Attorney Rod McGowan Others: See attached list Mayor Smith called the meeting to order at 6:08 p.m. 1. Executive Session: For a conference with Special Counsel for the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24-6-402(4)(b) and for the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e) regarding water matters and to include TM Durbin, PW Nordin, WS Fuqua and SC Chris Thorne. motion Trustee Sumrall moved, and Trustee Naill seconded the to open the Executive Motion carried: 6-0. Session. Open: 6:08 Exit: 7:04 motion Trustee Sumrall moved, and Trustee Naill seconded the to close the Executive Motion carried: 6-0. Session. Attorney’s Opinion Required by C.R.S. 24-6-402(2)(d.5)(II)(B). As the attorney representing the Town of Fraser, I am of the opinion that the entire Executive Session, which was not recorded, constituted a privileged attorney-client communication. Chris Thorne, Special Counsel 2.Regular Meeting: Roll Call 3.Approval of Agenda: Page 2 of 5 Agenda amended to add an Executive Session between 8a and 8b. motion Trustee Sumrall moved, and Trustee Waldow seconded the to approve the Motion carried: 6-0. Agenda. 4.Consent Agenda: a) Minutes – April 4, 2012 b) Business Enhancement Grant Application - Fraser Valley One Hour Photo c) Planning Commission appointments motion Trustee Shapiro moved, and Trustee Sanders seconded the to approve the Motion carried: 6-0. consent agenda. 5.Open Forum: Carol Sandusky & Melanie Zwick voiced their desire for the appointment of Adam Cwiklin for the Trustee seat vacated by Peggy Smith’s election as Mayor. Trout’s Unlimited representative Kirk Klancke addressed the Board regarding a House Resolution concerning naming a portion of the Fraser River the “Eisenhower Memorial Reach.” 6.Updates: 7.Public Hearings: a) Bottle Pass Liquors Change of Location Application motion Trustee Naill moved, and Trustee Sumrall seconded the to open the public Motion carried: 6-0. hearing on Bottle Pass Liquors Change of Location Application. The Board of Trustees, sitting as the Fraser Local Liquor Licensing Authority, conducted the following proceedings concerning the application of Bottle Pass Liquors for a Change of Location Application. TA McGowan briefed the Board and the audience on the purpose and procedure for tonight’s meeting. TA McGowan offered as Exhibits 1-4 copies of the liquor license application, proof of publication and the notice of the hearing and the Clerk's Finding of Facts, Clerk’s memo and submitted petitions regarding the application. motion Trustee Sumrall moved, and Trustee Naill seconded the to enter in exhibits 1-4 Motion carried: 7-0. into evidence. There being no objections, the Mayor ordered that the exhibits be accepted as evidence. Richard Bennett, representing Bottle Pass Liquor, voiced the applicant’s desire to move their location and referenced a letter received from the counsel of Winter Boat, LLC. Mr. Page 3 of 5 Bennett does not believe the issues brought up in the letter have any value in this hearing. Mr. Pesch, Chief Operating Officer of Western Centers the agent of the landlords Winter Boat, LLC. addressed the Board regarding his clients belief that the provision in the new lease stating that if the old lease is not terminated by March 1, 2012 the new lease then becomes null and void. Patty Sue Colson offered testimony. The Applicant’s right of possession of the proposed property locations was brought into question. The Local Licensing Authority chose to continue the public hearing until May 16, 2012 to allow the applicant to bring proof of possession for the proposed location. motion Trustee Sumrall moved, and Trustee Naill seconded the to continue the public hearing on Bottle Pass Liquors Change of Location Application on May 16, 2012. Motion carried: 6-0. 8.Discussion and Possible Action Regarding: a) Resolution 2012-04-04 regarding Bottle Pass Liquors Change of Location Application Continued until May 16, 2012. b) Resolution 2012-03-05 regarding Byers Peak Ranch negotiations Mayor Smith briefed the Board on the information received from Bestall Collaborative Limited regarding the request from the Board at the March 21, 2012 meeting that Byers Peak Ranch address the Board’s concerns. Jack Bestall addressed the Board on Byers Peak desire to continue negotiations with the Town. The Board agreed to meet with Byers Peak Ranch until the June 20, 2012 meeting. Resolution will be brought back on June 20, 2012. Executive Session: For a conference with Town Counsel for the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24-6-402(4)(b) and for the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e) regarding traffic signals and to include TM Durbin, TP Trotter and TA McGowan. motion Trustee Sumrall moved, and Trustee Naill seconded the to open the Executive Motion carried: 6-0. Session. Open: 8:17 Exit: 8:43 motion Trustee Sanders moved, and Trustee Shapiro seconded the to close the Motion carried: 6-0. Executive Session. Page 4 of 5 Attorney’s Opinion Required by C.R.S. 24-6-402(2)(d.5)(II)(B). As the attorney representing the Town of Fraser, I am of the opinion that the entire Executive Session, which was not recorded, constituted a privileged attorney-client communication. Rod McGowan, Town Attorney c) Resolution 2012-04-01 regarding signalization of Rendezvous Road motion Trustee Sumrall moved, and Trustee Naill seconded the to approve Resolution Motion carried: 6-0. 2012-04-01 regarding signalization of Rendezvous Road. d) Resolution 2012-04-03 Streets and drainage improvements TM Durbin and PW Nordin briefed the Board on the 2012 streets and drainage improvement proposals. The Board requested more information on the process. This Resolution will be brought back to the Board on May 2, 2012. e)Filling of Peggy Smith Trustee Position Mayor Smith recommended Adam Cwiklin be appointed to her vacated Trustee seat. motion Trustee Waldow moved, and Trustee Shapiro seconded the to approve Filling of Motion carried: 6-0. Peggy Smith Trustee Position by Adam Cwiklin. Adam Cwiklin was sworn in as a Fraser Trustee. He will fulfill the remainder of Peggy Smith’s term ending in April 2014. f) Water/Wastewater Committee appointment Trustees Waldow and Cwiklin voiced interest in being a member of the Water and Wastewater Committee. motion Trustee Naill moved, and Trustee Waldow seconded the to approve Adam Motion carried: 7-0. Cwiklin to the Water/Wastewater Committee appointment. g) School District opening and closing committee appointment TM Durbin outlined the school districts desire to have Fraser appointment members to the School District Opening and Closing Committee. Trustee Sumrall and Clark Lipscomb were designated as the appointments. motion Trustee Sanders moved, and Trustee Naill seconded the to approve School District opening and closing committee appointments, Trustee Sumrall and Clark Motion carried: 7-0. Lipscomb. 9.Community Reports: 10.Other Business: Page 5 of 5 motionMotion Trustee Shapiro moved, and Trustee Naill seconded the to adjourn. carried: 7-0. Meeting adjourned at 9:45 p.m. Lu Berger, Town Clerk Business License Number: Contact Person: 64 Mailing Address: Pa Business Phone: Email Address: Business Enhancement Grant Program: The purpose of the Business Enhancement Grant Program is to establish a fund that can be utilized by local businesses to enhance the character of their property and /or business, help improve the economic vitality of the Fraser business community and to encourage investment and pride in the community. Funding amounts are determined based upon a review of the application and evaluation of the potential beneficial impact(s) on business activity as well as the overall effect on the business community. Interested businesses owners should submit an application outlining their proposal and anticipated benefits. All requests for funding will be presented to the Town Board for consideration, and the Town Board reserves the right to approve or deny all funding requests. kt1L 5 (11,),:b Business Name :Liz�"; 4 rl Total Grant Funds Requested (attach project budget): Additional Project Funding: l L 0 Time -Frame for Implementation: A4 5004 Purpose of Grant: Please attach any additional information that may assist the Town Board in evaluating the proposal (Le. site plan, photos, letters of support, etc) Dox n cf Frt rc,.; CO 8C 2 G; ice 9•/0-,';';...,-.34r1 47,x Y 7U-7: va.f:, rc: r =.c° corn 0-a PO 65 t) ;4.1. f k Ga711x,ss 9a f J 4 c 5 he r. 1 11 ,111 10. 1 11111111111 1 .1 111 ,w 1 1 1000 00 1 111 1 00,11 Ivo ..10,111111 00 1, 001 1 1 1 1 1 11 000001111,1 0 00 1 0 1 1 00100 oog ooholoolloh. 0 1 1 11,1 1 1,1 1 1 1 1 1 1 1 10 ,10 1 10 ,1 011, 11 11 11 i 1 uu 1 I pIIpIG I r atments pldm 'AMMO 1,9 oV 11111 1 I I w l l� 1 1 1111 11 I1 I p Silber Art and Sign Co. Fraser, CO. Phone: 970.531.0741 Email: Silberartsign@gmail.com TO Sharon Farrell Winter Park Wellness Center ww~.wpwellne,scentcr.con 970']6]'7040 SALESPERSON JOB PAYMENT TERMS Jay Silber QTY DESCRIPTION Materials: $25000 Labor: Fabrication and install: $30000 WP Wellness Center 30 days Sign fabrication of a 6'x 4' flat background pane as per on�bd��gn.�md��gn�dc�unTBD,b� inctuding the copy as rendered in email dated 4-19-12. Sign to be constructed of either MDO or Atuma Core materiat, with wood "picture frame" TBD. SALES TAX TOTAL 1111 DATE: APRIL 24, 2012 eXPIRATION dATE 5 DUE DATE UNIT PRICE LINE TOTAL $10.00 SUBTOTAL $550.00 Planner Memo on Business Enhancement Grant Application The Town of Fraser participated in a Community Revitalization Partnership (CRP) Program during the summer of 2010. This program was sponsored by the Colorado Department of Local Affairs (DOLA) working in partnership with Downtown Colorado Inc. and Fraser. We asked the chosen consulting team to examine our business districts and how the various districts can be better connected both visually and physically. One of the end results of the CRP initiative was to create a group called the Fraser Business Forum which has enabled the Town to reach out to the business community, build trust and assist with economic development and retention of the Fraser business environment. Last year, the Town Board began offering a Business Enhancement Grant program. The CRP program recommended that the Town develop programs and initiatives to improve the overall appearance of Fraser, especially along important corridors. The purpose of the Business Enhancement Grant program is to establish a fund that can be utilized by local businesses to enhance the character of their property and/or business, help improve the economic vitality of the Fraser business community and to encourage investment, pride and a sense of ownership in the community. We are in receipt of another Business Enhancement Grant application. The applicant is Sharon Farrell from Winter Park Wellness Center (building is located south of the Fraser Post Office on US40). On February 1, 2012, the Fraser Town Board enacted an ordinance that codified changes to the Fraser Sign Code. Staff was also directed by the TB to ensure that all businesses are in compliance with the revised Sign Code, especially compliance with temporary signage/banners. The consensus was that banner clutter detracts from the Fraser business climate. Staff has been working with all the businesses in Town on this matter. I discussed the Business Enhancement Grant program with Winter Park Wellness Center as an option to assist Sharon with the purchase of a permanent sign. The grant application form, copy of the proposed 24 SF sign and the invoice are in the packet. The applicant is requesting a grant in the amount of $495.00. The total cost of the sign is $660.00. Staff is recommending that the TB approve this business enhancement grant request for $495.00 to be spent on the purchase of a new permanent sign as this will certainly enhance the building, remove the banner and bring this business owner into compliance with the Fraser Sign Code. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com April 26, 2012 Sent Via E -mail Town of Fraser Attn: Jeff Durbin P.O. Box 120 Fraser, CO 80442 Re: Town of Fraser Resolution Nos. 2012- 02 -04, 2012- 02 -05, 2012 -02 -06 Dear Jeff, Please accept this letter as a request to the Town of Fraser Board of Trustees to consider an extension of time for execution of all documents pertaining to the Village at Grand Park Filing 2 Lots 10, 11A, and 11B final plats. Resolution No. 2012 -02 -04 pertains to Village at Grand Park Filing 2, Lot 10 Tract C Resolution No. 2012 -02 -05 pertains to Village at Grand Park Filing 2, Lot 11A Tract A Resolution NO. 2012 -02 -06 pertains to Village at Grand Park Filing 2, Lot 11B Tract B The Resolutions were approved on February 15 2012 and provided for 90 days from the resolution date to execute all documents. Grand Park respectfully requests the Board of Trustees extend the date for one year to April 30, 2013 for the execution of all documents relating to the final plats referenced above. Thank you for your consideration of this request. Sincere C `k° ,ipscomb, President FIC17' ''47111 A RESOLUTION APPROVING A MINOR PLAT AMENDMENT, REVISED FINAL PLAT PHASING PLAN, THE VILLAGE AT GRAND PARK FILING 2. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: The Town Board of Fraser, Colorado hereby approves a minor plat amendment, revised Final Plat Phasing Plan, The Village at Grand Park Filing 2 with the following conditions: 1. A Subdivision Improvement Agreement (SIA) shall be provided prior to recordation of each final plat. 2. The SIA required improvements and collateral associated with those improvements shall be subject to Town Engineer and Attorney approval prior to execution and the schedule for completion of said improvements shall be within one year of execution of the SIA. 3. Any plat not executed and recorded within 5 years from June 4, 2008 shall expire unless an extension is approved by the Town Board. 4. Payment of all applicable fees 5. Execution of all documents within 90 days of the date of adoption of this Resolution. If such conditions are not satisfied, the approval provided by this resolution is no longer valid. DULY MOVED, SECONDED AND ADOPTED THIS 15 DAY OF JUNE, 2011. TOWN OF FRASER RESOLUTION NO, 2011 -06 -04 BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO BY: s Mayor ATTEST: Town Clerk TOWN OF FRASER RESOLUTION NO. 2012 -02 -04 A RESOLUTION APPROVING THE FINAL PLAT, THE VILLAGE AT GRAND PARK FILING 2, LOT 10 TRACT C. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: The Town Board of Fraser, Colorado hereby approves the Final Plat, The Village at Grand Park Filing 2, Lot 10 Tract C with the following conditions: 1. Payment of all applicable fees 2. Execution of all documents within 90 days of the adoption of this Resolution. 3. A Subdivision Improvement Agreement (SIA) shall be provided prior to recordation of the final plat. 4. The SIA required improvements and collateral associated with those improvements shall be subject to Town Engineer and Attorney approval prior to execution and the schedule for completion of said improvements shall be within one year of execution of the SIA. 5. Provide an updated title commitment. 6. Provide 911 mylar and electronic copy of the plat in accordance with the Subdivision Regulations. 7. All revised documents to be reviewed and approved by the Town Attorney. 8. On sheet 1 of 2, add reception and date for the PDD of the Village at Grand Park Lot 12A in notes #4 and #5. 9. On sheet 2 of 2, label Market Street, Tract C as a "dedicated public right -of way." 10. Add a "1.5' sign and maintenance easement" along the west edge of Market Street (Tract C). If such conditions are not satisfied, the approval provided by this resolution is no longer valid. DULY MOVED, SECONDED AND ADOPTED THIS 15th DAY OF FEBRUARY, 2012. BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO BY: Mayor ATTEST: SeAr Town Clerk A RESOLUTION APPROVING THE FINAL PLAT, THE VILLAGE AT GRAND PARK FILING 2, LOT 11A TRACT A. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: The Town Board of Fraser, Colorado hereby approves the Final Plat, The Village at Grand Park Filing 2, Lot 11A Tract A with the following conditions: 1. Payment of all applicable fees 2. Execution of all documents within 90 days of the adoption of this Resolution. 3. A Subdivision Improvement Agreement (SIA) shall be provided prior to recordation of the final plat. 4. The SIA required improvements and collateral associated with those improvements shall be subject to Town Engineer and Attorney approval prior to execution and the schedule for completion of said improvements shall be within one year of execution of the SIA. 5. Provide an updated title commitment. 6. Provide 911 mylar and electronic copy of the plat in accordance with the Subdivision Regulations. 7. All revised documents to be reviewed and approved by the Town Attorney. 8. On sheet 1 of 2, add reception and date for the PDD of the Village at Grand Park Lot 12A in notes #4 and #5. 9. On sheet 2 of 2, note #14 should reference Lot 11A. 10. On sheet 2 of 2, label Market Street Tract A as a "dedicated public right -of way." 11. Add a "1.5' sign and maintenance easement" along the west and southwest edge of Market Street (Tract A). If such conditions are not satisfied, the approval provided by this resolution is no longer valid. DULY MOVED, SECONDED AND ADOPTED THIS 15th DAY OF FEBRUARY, 2012. TOWN OF FRASER RESOLUTION NO. 2012 -02 -05 BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO BY: Mayor ATTEST: Town Clerk TOWN OF FRASER RESOLUTION NO. 2012-02-06 A RESOLUTION APPROVING THE FINAL PLAT, THE VILLAGE AT GRAND PARK FILING 2, LOT 11B TRACT B. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: The Town Board of Fraser, Colorado hereby approves the Final Plat, The Village at Grand Park Filing 2, Lot 11B Tract B with the following conditions: 1. Payment of all applicable fees 2. Execution of all documents within 90 days of the adoption of this Resolution. 3. A Subdivision Improvement Agreement (SIA) shall be provided prior to recordation of the final plat. 4. The SIA required improvements and collateral associated with those improvements shall be subject to Town Engineer and Attorney approval prior to execution and the schedule for completion of said improvements shall be within one year of execution of the SIA. 5. Provide an updated title commitment. 6. Provide 911 mylar and electronic copy of the plat in accordance with the Subdivision Regulations. 7. All revised documents to be reviewed and approved by the Town Attorney. 8. On sheet 1 of 2, add reception and date for the PDD of the Village at Grand Park Lot 12A in notes #4 and #5. 9. On sheet 2 of 2, label Market Street Tract B as a "dedicated public right -of way." 10. Add a "1.5' sign and maintenance easement" along the west edge of Market Street (Tract B). If such conditions are not satisfied, the approval provided by this resolution is no longer valid. DULY MOVED, SECONDED AND ADOPTED THIS 15th DAY OF FEBRUARY, 2012. BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO TOWN OF FRASER RESOLUTION NO. 2012-05-02 A RESOLUTION EXTENDING THE APPROVAL OF THE VILLAGE AT GRAND PARK FILING 2, LOTS 10, 11A and 11B FINAL PLATS. WHEREAS, Grand Park has requested that the Board of Trustees extend the date for execution of all documents relating to The Village at Grand Park, Filing 2 Lots 10, 11A and 11B final plats to April 30, 2013. WHEREAS, the Fraser Board of Trustees has reviewed said request for an extension and has decided to extend the date for execution of all documents relating to The Village at Grand Park Filing 2, Lots 10, 11A and 11B Final plats to April 30, 2013. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: The Town Board of Fraser, Colorado hereby extends the Final Plat, The Village at Grand Park Filing 2, Lot 10 & Tract C with the following conditions: 1. Payment of all applicable fees 2. Execution of all documents by April 30, 2013. 3. A Subdivision Improvement Agreement (SIA) shall be provided prior to recordation of the final plat. 4. The SIA required improvements and collateral associated with those improvements shall be subject to Town Engineer and Attorney approval prior to execution and the schedule for completion of said improvements shall be within one year of execution of the SIA. 5. Provide an updated title commitment. 6. Provide 911 mylar and electronic copy of the plat in accordance with the Subdivision Regulations. 7. All revised documents to be reviewed and approved by the Town Attorney. 8. On sheet 1 of 2, add reception # and date for the PDD of the Village at Grand Park Lot 12A in notes #4 and #5. 9. On sheet 2 of 2, label Market Street, Tract C public right- 10. ge of Market Street (Tract C). The Town Board of Fraser, Colorado hereby extends the Final Plat, The Village at Grand Park Filing 2, Lot 11A & Tract A with the following conditions: 1. Payment of all applicable fees 2. Execution of all documents by April 30, 2013. 3. A Subdivision Improvement Agreement (SIA) shall be provided prior to recordation of the final plat. 4. The SIA required improvements and collateral associated with those improvements shall be subject to Town Engineer and Attorney approval prior to execution and the schedule for completion of said improvements shall be within one year of execution of the SIA. 5. Provide an updated title commitment. 6. Provide 911 mylar and electronic copy of the plat in accordance with the Subdivision Regulations. 7. All revised documents to be reviewed and approved by the Town Attorney. 8. On sheet 1 of 2, add reception # and date for the PDD of the Village at Grand Park Lot 12A in notes #4 and #5. 9. On sheet 2 of 2, note #14 should reference Lot 11A. 10. On sheet 2 of 2, label Market Street Tract A public right- 11. Add a sign and maintenance easement along the west and southwestedge of Market Street (Tract A). The Town Board of Fraser, Colorado hereby approves the Final Plat, The Village at Grand Park Filing 2, Lot 11B & Tract B with the following conditions: 1. Payment of all applicable fees 2. Execution of all documents by April 30, 2013. 3. A Subdivision Improvement Agreement (SIA) shall be provided prior to recordation of the final plat. 4. The SIA required improvements and collateral associated with those improvements shall be subject to Town Engineer and Attorney approval prior to execution and the schedule for completion of said improvements shall be within one year of execution of the SIA. 5. Provide an updated title commitment. 6. Provide 911 mylar and electronic copy of the plat in accordance with the Subdivision Regulations. 7. All revised documents to be reviewed and approved by the Town Attorney. 8. On sheet 1 of 2, add reception # and date for the PDD of the Village at Grand Park Lot 12A in notes #4 and #5. 9. public right- 10. edge of Market Street (Tract B). If such conditions are not satisfied, the approval provided by this resolution is no longer valid. DULY MOVED, SECONDED AND ADOPTED THIS 2nd DAY OF MAY, 2012. BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO BY: Mayor ATTEST: (S E A L) Town Clerk MCMAHAN AND ASSOCIATES, L. C Certified Public Accountants and Consultants CHAPEL SQUARE, BLDG C 245 CHAPEL PLACE, SUITE 300 P.O. Box 5850, AVON, CO 81620 The Honorable Mayor and Board of Trustees Town of Fraser P.O. Box 120 Fraser, Colorado 80442 We have audited the financial statements of the Town of Fraser for the year ended December 31, 2011. Professional standards require that we provide you with the following information related to our audit. Qualitative Aspects of Accounting Policies Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the Town of Fraser are described in the Notes to the financial statements. No new accounting policies were adopted and the application of existing policies was not changed during the year. We noted no transactions entered into during the year for which there is a lack of authoritative guidance or consensus. There are no significant transactions that have been recognized in the financial statements in a different period than when the transaction occurred. Accounting estimates are an integral part of the financial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the financial statements were: Estimated useful lives for depreciation on fixed assets: Management's estimate of useful lives is based on industry practice and experience. We evaluated the key factors and assumptions used to develop the useful lives used in determining depreciation and found that it is reasonable in relation to the financial statements taken as a whole. Estimated allowance for uncollectible accounts receivable ($20,410 at December 31, 2011) Management's estimate is based on their experience with utility customers and developers, together with actual collections history since year -end. We believe this estimate is reasonable relative to the financial statements taken as a whole. Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. Corrected and Uncorrected Misstatements AVON (970) 845 -8800 ASPEN FRISCO (970) 544 -3996 (970) 668 -348 1 WEB SITE: WWW.MCMAHANCPA.COM MAIN OFFICE: (970) 845 -8800 FACSIMILE: (970) 845-8108 E MAIL: MCMAHAN @MCMAHANCPA.COM Professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that are trivial, and communicate them to the appropriate level of management. Management has corrected all such misstatements prior to reporting the Town's year -end financial report. None of the misstatements detected as a result of audit procedures and corrected by management were material, either individually or in the aggregate, to the financial statements taken as a whole. Member: American Institute of Certified Public Accountants D. JERRY MCMAHAN, C.P.A. DANIEL R. CUDAHY, C.P.A. PAUL J. BACKES, C.P.A. MICHAEL N. JENKINS, C.A., C.P.A. Town of Fraser Page 2 Disagreements with Management Management Representations Sincerely, JFF Reserve Deposits: McMahan and Associates, L.L.C. 11 For purposes of this letter, professional standards define a disagreement with management as a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditor's report. We are pleased to report that no such disagreements arose during the course of our audit. As is required in an audit engagement we have requested certain representations from management that are included in the management representation letter. We have already discussed these comments with management, and we will be pleased to discuss them in further detail at your convenience, to perform any additional study of these matters, or to assist you in implementing the recommendations. This report is intended solely for the information and use of the Board of Directors, management, and others within the organization and is not intended to be, and should not be, used by anyone other than those specified parties. We noted certain matters relating to opportunities for improvement of operations, which are presented for your consideration below: The JFF Capital Reserve deposits were originally assessed on a basis of EQR. On September 28, 2009 the JFF Board determined that the proper allocation for Capital Reserve assessments is the Reserved Capacity of Expanded Plant noted in the Upper Fraser Valley Wastewater Agreement (the "Agreement In 2009 the requested Capital Reserve Deposit reflected amended amounts to adjust the percentages to the Agreement. The Deposit correction in 2009 had an error in the calculation which resulted in a under (over) payment of capital reserve deposits by each entity. The next deposit requested for Capital Reserve should be adjusted to reflect this amount. Alternatively, this adjustment could be made after approval by the member entities and the JFF Board. Town of Fraser Fraser, Colorado Financial Statements December 31, 2011 COLORADO illllli Town of Fraser, Colorado Financial Report December 31, 2011 Table of Contents �VII�II Page INDEPENDENT AUDITOR'S REPORT Al A2 Management's Discussion and Analysis B1 B8 Basic Financial Statements: Government -wide Financial Statements: Statement of Net Assets C1 Statement of Activities C2 Fund Financial Statements: Governmental Funds: Balance Sheet C3 Reconciliation of Governmental Fund Balance to Governmental Activities Net Assets C4 Statement of Revenues, Expenditures and Changes in Fund Balances C5 Reconciliation of Net Change in Fund Balances to Change in Net Assets of Governmental Activities C6 Proprietary Fund: Statement of Net Assets Enterprise Funds C7 Statement of Revenues, Expenses and Changes in Net Assets Enterprise Funds C8 Statement of Cash Flows Enterprise Funds C9 Fiduciary Fund: Statement of Fiduciary Net Assets C10 Statement of Changes in Fiduciary Net Assets C11 Notes to the Financial Statements D1 D22 Required Supplementary Information: Schedule of Revenues, Expenditures and Changes in Fund Balances Budget (GAAP Basis) and Actual General Fund El Schedule of Revenues Budget (GAAP Basis) and Actual General Fund E2 Town of Fraser, Colorado Financial Report December 31, 2011 Table of Contents (Continued) Required Supplementary Information (continued): Schedule of Expenditures and Transfers Budget (GAAP Basis) and Actual General Fund E3 Special Revenue Fund Conservation Trust Fund E4 Supplementary Information: Schedule of Revenues, Expenditures and Changes in Fund Balances Budget (GAAP Basis) and Actual Debt Service Fund F1 Capital Projects Fund Capital Equipment Replacement Fund F2 Schedule of Revenues, Expenditures and Changes in Net Assets Budget (Non -GAAP Basis) and Actual With Reconciliation to GAAP Basis Enterprise Fund Water Fund F3 Enterprise Fund Wastewater Fund F4 Agency Fund JFOC Fund F5 Annual Schedule of Revenues and Expenditures for Roads, Bridges and Streets F6 F7 ii Page ppm MCMAHAN AND ASSOCIATES, L.L.C. Certified Public Accountants and Consultants CHAPEL SQUARE, BLDG C 245 CHAPEL PLACE, SUITE 300 P.O. Box 5850, AVON, CO 81620 The Honorable Mayor and Town Council Town of Fraser, Colorado INDEPENDENT AUDITOR'S REPORT WEB SITE: WWW.MCMAHANCPA.COM MAIN OFFICE: (970) 845 -8800 FACSIMILE: (970) 845-8108 E MAIL: MCMAHAN @MCMAHANCPA.COM We have audited the accompanying financial statements of the governmental activities, the business -type activities, each major fund and aggregate remaining fund information of the Town of Fraser, Colorado, "Town as of and for the year ended December 31, 2011, which collectively comprise the Town's basic financial statements as listed in the table of contents. These financial statements are the responsibility of the Town's management. Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business -type activities, each major fund and the aggregate remaining fund information of the Town of Fraser, Colorado, as of December 31, 2011, and the respective changes in financial position and cash flows, thereof for the year then ended in conformity with U.S. generally accepted accounting principles. U.S. generally accepted accounting principles require that the Management's Discussion and Analysis in Section B be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with U.S. generally accepted auditing standards, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The budgetary fund information in section E is not a required part of the basic financial statements but is supplementary information required by U.S. generally accepted accounting principles. The budgetary fund information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. AVON (970) 845 -8800 ASPEN (970) 544 -3996 Al FRISCO (970) 668 -348 1 Member: American Institute of Certified Public Accountants D. JERRY MCMAHAN, C.P.A. DANIEL R. CUDAHY, C.P.A. PAUL J. BACKES, C.P.A. MICHAEL N. JENKINS, C.A., C.P.A. To the Mayor and Town Council Town of Fraser Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Town's basic financial statements. The individual fund budgetary comparisons found in Section F and the Local Highway Finance Report listed in the accompanying table of contents are presented for purposes of additional analysis and are not a required part of the basic financial statements. The individual fund budgetary comparisons found in Section F and the Local Highway Finance Report are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with U.S. generally accepted auditing standards. In our opinion, the information is fairly stated in all material respects in relation to the basic financial statements taken as a whole. McMahan and Associates, L.L.C. A2 MANAGEMENT'S DISCUSSION AND ANALYSIS 4 C 0 L 0 R A D 0 illllli Town of Fraser, Colorado Management's Discussion and Analysis December 31, 2011 �VII�II As management of the Town of Fraser, Colorado, "Town we offer readers of the Town's financial statements this narrative overview and analysis of the financial activities of the Town for the fiscal year ended December 31, 2011. Financial Highlights On a short term view, the Town's governmental fund balances decreased by $57,799 in 2011. The Town's General Fund's fund balance decreased $180,050, but was offset by an increase in the Capital Equipment Replacement Fund of $115,903. On a long -term view (including depreciation and excluding capital outlay, etc.) the Town had a decrease in net assets of $928,230. The business -type activities net assets decreased $351,414, whereas governmental activities decreased $576,816. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the Town's basic financial statements. The Town's basic financial statements include three components: 1) government -wide financial statements; 2) fund financial statements; and 3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements. Government -wide financial statements: The government -wide financial statements are designed to provide readers with a broad overview of the Town's finances, in a manner similar to a private- sector business. The Statement of Net Assets presents information on all Town assets and liabilities, with the difference between the two reported as net assets. Over time, increases or decreases in net assets may serve as a useful indicator of whether the financial position of the Town is improving or deteriorating. The Statement of Activities presents information showing how the government's net assets changed during the most recent fiscal year. All changes in net assets are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (i.e. uncollected revenues such as grants or earned but unused vacation leave.) Both of the government -wide financial statements distinguish functions of the Town that are principally supported by taxes and intergovernmental revenues (governmental activities). The governmental activities of the Town include general government, public safety, public works, and culture and recreation. The business -type activities of the Town include water distribution and system maintenance and wastewater function and system maintenance. The government -wide financial statements can be found on pages C1 and C2 of this report. Fund financial statements: A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The Town, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance- related legal requirements. All of the funds of the Town can be divided into two categories: governmental and proprietary funds. B1 Overview of the Financial Statements (continued) Governmental funds: Governmental funds are used to account for essentially the same functions reported as governmental activities in the government -wide financial statements. However, unlike the government -wide financial statements, governmental fund financial statements focus on near -term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near -term financing requirements. Because the focus of governmental funds is narrower than that of the government -wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government -wide financial statements. By doing so, readers may better understand the long -term impact of the government's near -term financing decisions. The expenditures and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The fund financial statements for the governmental funds are shown on pages C3 and C5. The Town adopts an annually appropriated budget for all governmental funds. A budgetary comparison statement has been provided for the General Fund, Conservation Trust Fund, Debt Service Fund and Capital Equipment Replacement Fund to demonstrate compliance with the State budget statutes. These are included in Section E and F. Proprietary funds: The Town maintains two proprietary funds commonly known as enterprise funds. Enterprise funds are used to report the same functions presented as business -type activities in the government -wide financial statements. The Town uses an enterprise fund to account for its water operations and one to account for its wastewater operations, which was established on December 31, 2009 by the dissolution of the Fraser Sanitation District. Proprietary funds provide the same type of information as the government -wide financial statements, only in more detail. The proprietary fund financial statements provide separate information for each of the business -type services provided by the Town, which is considered to be a major fund of the Town. The basic proprietary fund financial statements can be found on pages C7 through C9 of this report. The Town also presents a budgetary comparison for its proprietary funds on pages F3 and F4. Notes to the Financial Statements: The Notes provide additional information that is essential to a full understanding of the data provided in the government -wide and fund financial statements. The Notes to the Financial Statements can be found at Section D of this report. Government -wide Financial Analysis The largest portion of the Town's assets are reflected in the investment in capital assets (i.e. land, buildings, improvements, and equipment). Capital assets account for 80% of the total assets of $42,969,456. The Town uses these assets to provide services to its citizens. The Town has to pay liabilities out of the remaining liquid assets. The Town also has assets that are considered reserved for a variety of purposes. Accordingly, these assets are not an available source for payment of future spending, other than as restricted. The Town's restricted net assets have changed as follows: General Fund: Fees in lieu of Park Affordable housing impact fee Emergency reserves Debt Service Fund reserves: Next year's payments Conservation Trust Fund Balance 1/1/11 6,379 135,426 50,000 300,000 48,477 540,282 Balance Additions Deletions 12/31/11 B2 �VII�II 6,379 135,426 20,000 70,000 300,000 4,732 (28,163) 25,046 24,732 (28,163) 536,851 Government -wide Financial Analysis (continued) The following shows the Town's net assets for 2011: Town of Fraser's Net Assets Assets: Current and other assets Capital assets Total Assets Governmental Business -type Activities Activities Total 2011 2010 2011 2010 2011 2010 4,758,142 11, 533,116 16,291,258 5,019,828 12, 307, 076 17, 326, 904 B3 3,694,563 22,983,635 26,678,198 3,396,819 23,654,600 27, 051, 419 ui,ili 8,452,705 34,516,751 42,969,456 8,416,647 35, 961, 676 44,378,323 Liabilities: Other liabilities 451,801 632,252 31,626 53,433 483,427 685,685 Long -term liabilities outstanding 2,115, 811 2,394,190 2,115, 811 2,394,190 Total Liabilities 2,567,612 3,026,442 31,626 53,433 2,599,238 3,079,875 Net Assets: Invested in capital assets, net of related debt 9,417,305 9,912,886 22,983,635 23,654,600 32,400,940 33,567,486 Restricted 536,851 871,163 536,851 871,163 Unrestricted 3,769,490 3,516,413 3,662,937 3,343,386 7,432,427 6,859,799 Total Net Assets 13,723,646 14,300,462 26,646,572 26,997,986 40,370,218 41,298,448 At the end of the current fiscal year, the Town is able to report positive balances in all three categories of net assets, both for the government as a whole, as well as for its separate governmental and business type activities. Government -wide Financial Analysis (continued) The following chart is a summary of the Town's Change in Net Assets: Town of Fraser's Change in Net Assets REVENUES: Program revenues: Charges for services Operating grants and contributions Capital grants and contributions General revenues: Property taxes Sales and Use taxes Other taxes Interest and other revenue Total Revenues EXPENSES: General government Culture and recreation Public safety Public works Interest Water Wastewater Total Expenses Change in Net Assets Before Transfers Transfers in (out) Change in Net Assets Net Assets -Jan 1 Net Assets December 31 Governmental Activities 2011 2010 37,745 138,920 348,653 1,667,863 67,126 21,596 2,281,903 833,529 60,065 392,420 1,472,546 120,159 (596, 816) 20,000 (576, 816) 14, 300, 462 13,723,646 18,873 119,322 165,000 335,798 1,571,793 67,880 274,137 2,552,803 779,483 53,592 362,024 1,237,754 132,680 2,878,719 2,565,533 (12,730) (3,000) (15,730) 14,316,192 14, 300, 462 B4 Business -type Activities 2011 2010 1,248,807 26,054 67,500 16,859 1,359,220 865,240 825,394 1,690,634 (331,414) (20,000) (351,414) 26, 997, 986 26, 646, 572 1,244,412 457,630 1,311,680 17,549 3,031,271 822,924 826,432 1,649, 356 1,381,915 3,000 1,384,915 25,613,071 26, 997, 986 2011 1,286,552 164,974 67,500 348,653 1,667,863 67,126 38,455 3,641,123 833,529 60,065 392,420 1,472,546 120,159 865,240 825,394 4,569,353 (928,230) 41,298,448 40,370,218 Total Governmental activities: Governmental activities decreased the Town's net assets by $576,816 during 2011. The following are the major elements of the change in net assets from December 31, 2010 to December 31, 2011: Capital grants and contributions decreased from 2010 to 2011 because there was a decrease in developer provided improvements conveyed to the Town, along with the completion of American Recovery and Reinvestment Act "ARRA grant projects. Interest and other revenue is lower in 2011 than in 2010 due to the sale of a building during 2010, causing increased revenue compared to 2011. Public works expenses increased due to increased snowfall, causing an increase in fuel and salt sand usage and other winter maintenance expenses during 2011. 2010 1,263,285 576,952 1,476,680 335,798 1,571,793 67,880 291,686 5,584,074 779,483 53,592 362,024 1,237,754 132,680 822,924 826,432 4,214,889 (928,230) 1,369,185 1,369,185 39,929,263 41,298,448 Government -wide Financial Analysis (continued) The following is a graph of the Town's governmental activities revenues by source for 2011. The following is a graph of the Town's governmental activities expenditures by function for 2011. B5 Interest and other revenue 4111111111,1))))))))))),1,1,1,1,1j)))))))))1 un Operating Grants Contributions 6% Capital Grants and Contributions (excluding assets) 0% 11111111 11111111 11111111 11111111 Business -type activities: Business -type activities decreased the Town's net assets by $351,416. Key elements of this decrease are as follows: Decrease in capital grants and contributions due to developers conveying fewer capital assets to the Town during 2011 than in 2010. Decrease in operating grants from 2010 to 2011 because they received a large federal grant during 2010 that is expected to be a one -time grant. Government -wide Financial Analysis (continued) The following is a graph of the business -type revenues by source for 2011. Operating Grants Contributions 2% Capital Grants and Contributions 5% Interest and other revenue 1% 11111111111111111 Charges for services 92% The following is a graph of the business -type expenses by function for 2011. Depreciation 49% i 11111 )i. System development and other 1% Contractual 15% Personnel 27% Commodities 8% Financial Analysis of the Town's Funds As mentioned on page B2 of this analysis, the Town uses fund accounting to ensure and demonstrate compliance with finance related legal requirements. Governmental funds: The focus of the Town's governmental funds is to provide information on near term inflows (revenues), outflows (expenditures), and balances of spendable resources. Such information is useful in assessing the Town's financing requirements. In particular, fund balance may serve as a useful measure of a government's net resources available for spending at the end of the fiscal year. B6 Financial Analysis of the Town's Funds (continued) As of the end of the current fiscal year, the Town's governmental funds reported combined ending fund balances of $4,318,338; the funds decreased $57,799 from the prior year's ending balances. The Town's governmental fund balances for 2011 and the past two years are graphed as follows: 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% �t 11 YYY FYI YY f Y t Yl f Yl, Y(Y� Y�; YY General Fund 1111111111 1111111111111p pmp pplp r 2009 2010 Conservation Trust Fund DebtService Fund E3Capital Equipment Fund 2011 Proprietary funds: The Town's proprietary fund provides the same type of information found in the government -wide financial statements, but in more detail. The proprietary funds' total cash is available for spending at the Town's discretion. Budget variances in the General Fund: The Town had the following significant budget variances which are detailed as follows: Variance Positive (Negative) Account Revenues: 82,863 Sales use taxes 80,409 60,855 Expenditures: Public Works Salaries and benefits Property management Reason Conservative budgeting and unexpected increase in development activities. Staff vacancies Increased property rentals B7 ,01111j1\ Financial Analysis of the Town's Funds (continued) Capital assets: The Town's government -wide capital assets, net of accumulated depreciation, decreased due largely to depreciation expense. Additional information as well as a detailed classification of the Town's net capital assets can be found in the Notes to the Financial Statements on pages D12 and D13 of this report. Long -term debts: As of the end of the current fiscal year, the Town had $2,137,886 in long -term obligations. This includes obligations for sales and use tax revenue bonds, general obligation bonds capital leases and accrued compensated absences. Additional information regarding the Town's debt can be found on pages D14 D16 of this report. Sales and Use Taxes: The Town has sales and use taxes that are used to fund its governmental operations. The Town's sales and use taxes changed from a total of $1,571,793 in 2010 to $1,667,863 in 2011. The following chart indicates changes in the taxes collections: 1,750,000 1,700,000 1,650,000 1,600,000 1,550,000 1,500,000 IIIIIIII r 1111,11111111111111111111111 2009 2010 Sales and Use Taxes 2011 The Town's 2011 sales and use tax collections decreased from 2009 to 2010, but are starting to increase again in 2011 Next year's budget and rates: The Town's General Fund balance at the end of the current fiscal year was $3,172,403. The Town's 2012 budget anticipates decreasing fund balance by $762,752. Request for Information This financial report is designed to provide a general overview of the Town's finances for all those with an interest in the government's finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the Town of Fraser, Finance Manager, P.O. Box 120, Fraser, Colorado 80442 -0120. B8 GOVERNMENT -WIDE FINANCIAL STATEMENTS C 0 L 0 R A D 0 illllli Liabilities: Accounts payable Due to fiduciary fund Other liabilities Accrued compensated absences Deferred revenue Non current liabilities due within one year Non current liabilities due longer than one year Total Liabilities Town of Fraser, Colorado Statement of Net Assets For the Year Ended December 31, 2011 Governmental Business -type Activities Activities Assets: Cash and investments Unrestricted 3,832,437 2,455,587 6,288,024 Cash and investments Restricted 300,000 300,000 Cash with County Treasurer 1,240 1,240 Accounts, taxes, and interest receivables 614,389 352,839 967,228 Due from fiduciary fund 886,137 886,137 Bond issuance costs 10,076 10,076 Capital assets, net 11,533,116 22,983,635 34,516,751 Total Assets 16,291,258 26,678,198 42,969,456 36,534 13,248 9,359 22,075 370,585 232,475 1,883,336 2,567,612 Net Assets: Invested in capital assets, net of related debt 9,417,305 22,983,635 32,400,940 Restricted 536,851 536,851 Unrestricted 3,769,490 3,662,937 7,432,427 Total Net Assets 13,723,646 26,646,572 40,370,218 The accompanying notes are an integral part of these financial statements. C1 Total 12,600 49,134 13,248 3,515 12,874 15,511 37,586 370,585 232,475 1,883,336 31,626 2,599,238 ryoloo a) Q R O H u) a) C V a CO C C C O as r2 4 7 a L 0 0 U L co a) _a u) U CO (0 N CO 10 0 V 0) O (0 0) N CN CO O L0 O O 0) CO (0 N CO 10 0 V 0) O (0 0) N CN V V (0 10 (0 10 C) t. 0) L0 CO O LO O (0 0) N (0 N V 10 L0 O V L0 C) O N N C) (0 0) N- N 00 CO V 10 O N O v L0 O N O O rn 00 L0 CO CO CO CO N O CO V CO LO N- N- N OQ (0 CO (0 I O (0 (0 O V N C LO LO 00 00 CO N- N OD CO C) O L0 O CO CO N- N CO CO v L0 O N O 0) O L0 L0 O CO L0 aa) o o a a) a O_ E N (6 a) Es O E N E O i N co co O E L O a) d c o (1)>' Y 0 N 'y y o a) E vi -a To O E o 0 2 C a) a> c R O c _o _o N O R i 6 O V 1 CD V CO N O CO N LO LO (0 CO V N CO (0 O 00 00 N L0 0) O0 N N- Ln 0) N (.0 (0 V N X co CD U3 co 0 t c c Q) x x C N (6 a) o a) (r) E a) L X 0_ (n O LL O LO 00 ao O CO V CO N O V N O L0 L0 (0 CO V (0 CO O (0 O CO CO N (0 0) O 0) c c a3 a) C a) E 11 a) c m V N N- O CO CO O C) V O N V N N CO CO O N 0) N- N C) N •Cr C) CO C) Ln N (0 N CO V (O O N- O L0 CO N- 10 O (0 O O (0 (0 C) C FUND FINANCIAL STATEMENTS Iret143 "un) 11111 11111111 ryoloo N to E O L LL O r- 4— c Tiz N E u, Q Q U V a• W O 4- 0 0 N U cu O a) O O O CO O M O M N N O N O O LO N O O CO O M O N O) (3) CO CO N N CO LO N CO CO CO N CD CO O N O O O O N O CO O CD CD O CO CO M I. CO O LO N CO N O O CO CO O) N O O) N N N LO O Cr) N N LO M CO LO O O) (O N CO N O LO L, CO CD r-- N O O O O M CO LO O O) (O N CO N O LO L, CO CD r-- N O O O O M N 0) CO 0) W L C N 0) cn N L p O C D Q' 0) S _a C 0) E a- j c/) c c 2 cm a Q "a as N 0) 0) I— a N p _a co T C 8 0 LL y F. U L ci 0) in' n y CO N Q C la y O 2 a O Q a Q 0) _c _c 000 Q o 0_ nn<0 N- O) LO CO O (3) 0) CO CO LO O (O 0) M I� N CO O CO (O LO O CO 0) 0) N D U cts 's= a) N Q Q D U) O I O CO O O (3) O O CO r N LO N LO CO 0) O I Lf) N O) CO 0) 00 O LO O N I- N N I� CO N LO CO CO N LO CO CO N C4 N LO M Town of Fraser, Colorado Reconciliation of Governmental Fund Balance to Governmental Activities Net Assets December 31, 2011 Amounts reported for governmental activities in the Statement of Net Assets are different because: Governmental Fund Balance Capital assets used in governmental activities are not financial resources and, therefore, are not reported in the funds. Bond issuance expenses and bond discount are capitalized and amortized over the life of the bond issue. Long -term liabilities are not due and payable in the current period and, therefore, are not reported in the funds. Net Assets of Governmental Activities 13,723,646 The accompanying notes are an integral part of these financial statements. C4 4,318,338 11,533,116 10,076 (2,137,884) ryoloo �a 41 N rte+ E O E E W LL O r. C C d V Q C. C) 03 U M R CO :T 0. W V C 3 C LL 0 C O U) N y 0) N H 0 c C -0 03 N NT N CO NT O O N O O M 0 M O LO CO N CO 0 O N 00 u NT O O O co O i i 0 N CO N NT N N N- N- 0) O O lf) CO O M M M Lf) O N O O c.1 N NT O co lf) M O O CO O NT N CO O CO N O M M NT NT c.0 O O O M O CO lf) M CO M O M O O O CO NT M U) 0 1 C 1 0 1 NT lf) O O O N CO O O N CO M M NT NT O Cr) O CO O M CO M O M O M O N c.1 O NT O lf) O N rn O N NT M O N O co O co Lf) O N rn O lf) O O co d s O C 7 41 W y N Ce O N C U 41 U U d 0 f3 C) 0 C co it 41 d c U C W LL c3 Cr) NT NT M co C NI Town of Fraser, Colorado Reconciliation of Net Change in Fund Balances to Change in Net Assets of Governmental Activities For the Year Ended December 31, 2011 Amounts reported for governmental activities in the Statement of Activities are different because: Governmental funds report capital outlays as expenditures. However, in the Statement of Activities, the cost of those assets is allocated over their estimated useful lives as depreciation expense. This is the amount by which depreciation exceeded capital outlay during the year. Bond issuance expenses are capitalized and amortized over the life of the bond issue in the government -wide statements. This is the amount of amortization of bond issuance expense incurred during the year. Accrued liabilities for employees' sick and vacation are not an expenditure in the governmental funds, but are increases in long- term liabilities in the Statement of Net Assets. This is the amount that accrued vacation not immediately payable decreased. Repayment of capital lease and bond principal is an expenditure in the governmental funds, but the repayment reduces long -term liabilities in the Statement of Net Assets. This is the amount of principal repayments. The accompanying notes are an integral part of these financial statements. C6 5,848 250,456 Net Change in Fund Balances of Governmental Funds (57,799) (773,960) (1,361) Change in Net Assets of Governmental Activities (576,816) Assets: Current assets: Cash and cash equivalents 437,988 2,017,598 2,455,586 Utility receivables 156,791 164,247 321,038 Other receivables 31,800 31,800 Due (to) from fiduciary fund 886,137 886,137 Total Current Assets 626,579 3,067,982 3,694,561 Non current assets: Land 100,000 144,320 244,320 Water rights 19,776 19,776 Equipment 239,923 35,489 275,412 Treatment plant and system 14,592,561 14,274,663 28,867,224 Less: Accumulated depreciation (3,120,671) (3,302,428) (6,423,099) Total Non Current Assets 11,831,589 11,152,044 22,983,633 Total Assets 12,458,168 14,220,026 26,678,194 Liabilities and Fund Equity: Liabilities: Current liabilities: Vouchers /accounts payable Deposits payable Total Current Liabilities Non current liabilities: Accrued compensated absences Total Liabilities Town of Fraser, Colorado Statement of Net Assets Enterprise Funds For the Year Ended December 31, 2011 Total Water Wastewater Enterprise Fund Fund Funds 3,515 3,515 7,821 11,336 12,600 12,600 3,515 12,600 16,115 7,690 20,290 15,511 il 1 111 11 31,626 Net Assets: Invested in capital assets, net of related debt 11,831,589 11,152,044 22,983,633 Unrestricted 615,243 3,047,692 3,662,935 Total Net Assets 12,446,832 14,199,736 26,646,568 The accompanying notes are an integral part of these financial statements. C7 Town of Fraser, Colorado Statement of Revenues, Expenses and Changes in Net Assets Enterprise Funds For the Year Ended December 31, 2011 illll Total Enterprise Water Wastewater Funds Operating Revenues: Charges for services 606,452 633,637 1,240,089 Meter sales 6,292 6,292 Miscellaneous revenue 4,956 23,522 28,478 Total Operating Revenues 617,700 657,159 1,274,859 Operating Expenses: Personnel 252,732 208,069 460,801 Commodities 95,305 39,550 134,855 Contractual 100,383 141,931 242,314 System development 21,578 21,578 Other 23 23 Depreciation 395,242 435,821 831,063 Total Operating Expenses 865,240 825,394 1,690,634 Operating Income (Loss) (247,540) (168,235) (415,775) Non Operating Revenues: Interest revenue 7,723 9,136 16,859 Net Non Operating Revenues 7,723 9,136 16,859 Income (Loss) before Contributions and Transfers (239,817) (159,099) (398,916) Capital contributions 67,500 67,500 Transfers (out) (10,000) (10,000) (20,000) Contributions and Transfers (10,000) 57,500 47,500 Change in Net Assets (249,817) (101,599) (351,416) Net Assets Beginning of Year 12,696,649 14,301,335 26,997,984 Net Assets End of Year 12,446,832 14,199,736 26,646,568 The accompanying notes are an integral part of these financial statements. C8 Town of Fraser, Colorado Statement of Cash Flows Enterprise Funds For the Year Ended December 31, 2011 ui,illll Total Enterprise Water Wastewater Funds Cash Flows From Operating Activities: Cash received from customers 617,955 607,641 1,225,596 Other cash received 10,600 49,520 60,120 Cash received (paid) for deposits (22,425) (118,472) (140,897) Cash payments for goods and services (217,266) (181,506) (398,772) Cash payments for salaries and benefits (253,049) (207,134) (460,183) Net Cash Provided (Used) by Operating Activities 135,815 150,049 285,864 Cash Flows From Non Capital and Related Financing Activities: Cash transferred to other funds (10,000) (14,035) (24,035) Cash received from non capital contributions 1,294 1,294 Net Cash Provided (Used) by Non Capital and Related Financing Activities (10,000) (12,741) (22,741) Cash Flows From Capital and Related Financing Activities: Plant investment fees (paid) received 67,500 67,500 Cash (paid) for assets (148,335) (148,335) Net Cash Provided (Used) by Capital and Related Financing Activities (80,835) (80,835) Cash Flows From Investing Activities: Interest 7,723 9,136 16,859 Net Cash Provided (Used) by Investing Activities 7,723 9,136 16,859 Net (Decrease) Increase in Cash and Cash Equivalents 133,538 65,609 199,147 Cash and Cash Equivalents Beginning of Year 304,450 1,951,989 2,256,439 Cash and Cash Equivalents End of Year 437,988 2,017,598 2,455,586 Reconciliation of Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities: Operating income (loss) (247,540) (168,235) (415,775) Adjustments: Depreciation 395,242 435,821 831,063 (Increase) decrease in accounts receivable 10,855 10,855 Increase (decrease) in accrued compensated absences (317) 935 618 Increase (decrease) in deposits (22,425) (118,472) (140,897) Total Adjustments 383,355 318,284 701,639 Net Cash Provided (Used) by Operating Activities 135,815 150,049 285,864 The accompanying notes are an integral part of these financial statements. C9 Assets: Cash and cash equivalents Accounts receivable, net: Total Assets Liabilities: Accounts payable Deposits Total Liabilities Net Assets: Held for others Town of Fraser, Colorado Statement of Fiduciary Net Assets December 31, 2011 ui illll Petersen JFOC Agency Agency Fund Fund Total 11,582 2,777,352 2,788,934 75,483 75,483 11,582 2,852,835 2,864,417 The accompanying notes are an integral part of these financial statements. C10 22,086 22,086 2,830,749 2,830,749 2,852,835 2,852,835 11,582 11,582 Town of Fraser, Colorado Statement of Changes in Fiduciary Net Assets For the Year Ended December 31, 2011 Petersen JFOC Agency Agency Fund Fund Total Operating Revenues: Charges for operations and maintenance costs 390,595 390,595 Charges for professional services reimbursement 3,830 3,830 Investment income 20 20 Grants and contributions 68 68 Total Operating Revenues 20 394,493 394,513 Operating Expenses: Salaries and Wages Employee Benefits Purchased services Supplies Utilities Capital outlay 6,190 Transfer in Total Operating Expenses 6,190 Operating Income (Loss) (6,170) Change in Net Assets Due to Others Beginning Due to Others Ending (6,170) 17,752 11,582 141,980 41,433 163,756 72,762 104,468 (129,906) 394,493 The accompanying notes are an integral part of these financial statements. C11 ui illll 141,980 41,433 163,756 72,762 104,468 6,190 (129,906) 400,683 (6,170) (6,170) 17,752 11,582 NOTES TO THE FINANCIAL STATEMENTS Inow J C O L O R ADO illllli A. Reporting Entity Town of Fraser Notes to the Financial Statements December 31, 2011 1. Summary of Significant Accounting Policies B. Government -wide and Fund Financial Statements D1 �VII�II The Town of Fraser, Colorado (the "Town is incorporated under Colorado statutes to provide public safety, highways and streets, water service, health and social services, culture- recreation, public health improvements, planning and zoning, and general administrative services. The Town is located in Grand County and operates under a Council- Manager form of government. An elected Mayor and Town Board are responsible for setting policy, appointing administrative personnel and adopting an annual budget in accordance with state statutes. The Town's major operations include road maintenance, water and wastewater service, public safety and culture and recreation. The Town's financial statements are prepared in accordance with generally accepted accounting principles "GAAP The Governmental Accounting Standards Board "GASB is responsible for establishing GAAP for state and local governments through its pronouncements (Statements and Interpretations). Governments are also required to follow the pronouncements of the Financial Accounting Standards Board "FASB issued through November 30, 1989, when applicable, that do not conflict with or contradict GASB pronouncements. Although the Town has the option to apply FASB pronouncements after that date to its business -type activities and enterprise funds, the Town has not chosen to do so. The more significant accounting policies established by GAAP and used by the Town are discussed below. The reporting entity consists of (a) the primary government; i.e., the Town, and (b) organizations for which the Town is financially accountable. The Town is considered financially accountable for legally separate organizations if it is able to appoint a voting majority of an organization's governing body and is either able to impose its will on that organization or there is a potential for the organization to provide specific financial benefits, to, or to impose specific financial burdens on, the Town. Consideration is also given to other organizations that are fiscally dependent; i.e., unable to adopt a budget, levy taxes, or issue debt without approval by the Town. Organizations for which the nature and significance of their relationship with the Town are such that exclusion would cause the reporting entity's financial statements to be misleading or incomplete are also included in the reporting entity. Based upon the above criteria, the Town is not financially accountable for any other organization, nor is the Town a component unit of any other primary governmental entity. The Town's basic financial statements include both government -wide (reporting the Town as a whole) and fund financial statements (reporting the Town's major funds). Government -wide financial statements report on information of all of the activities of the Town. Both the government -wide and fund financial statements categorize primary activities as either governmental or business -type. The Town's public safety, public works, culture and recreation, and administration functions are classified as governmental activities. The Water Fund and Wastewater Fund are classified as business -type activities. Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) I. Summary of Significant Accounting Policies (continued) B. Government -wide and Fund Financial Statements (continued) The government -wide Statement of Activities reports both the gross and net cost of each of the Town's governmental functions and business -type activities. The governmental functions are also supported by general government revenues (sales taxes, property and specific ownership taxes, investment earnings, etc.). The Statement of Activities reduces gross expenses (including depreciation) by related program revenues, operating and capital grants. Program revenues must be directly associated with the governmental function or a business -type activity. Operating grants include operating specific and discretionary (either operating or capital) grants while the capital grants column reflects capital- specific grants. The government -wide focus is on the sustainability of the Town as an entity and the change in the Town's net assets resulting from the current year's activities. C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation Measurement focus refers to whether financial statements measure changes in current resources only (current financial focus) or changes in both current and long -term resources (long -term economic focus). Basis of accounting refers to the point at which revenues, expenditures, or expenses are recognized in the accounts and reported in the financial statements. Financial statement presentation refers to classification of revenues by source and expenses by function. 1. Long -term Economic Focus and Accrual Basis Both governmental and business -type activities in the government -wide financial statements and the proprietary fund financial statements use the long -term economic focus and are presented on the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized when incurred, regardless of the timing of the related cash flows. 2. Current Financial Focus and Modified Accrual Basis The governmental fund financial statements use the current financial focus and are presented on the modified accrual basis of accounting. Under the modified accrual basis of accounting, revenues are recorded when susceptible to accrual; i.e., both measurable and available. "Available" means collectible within the current period or soon enough thereafter (60 days) to be used to pay liabilities of the current period. Expenditures are generally recognized when the related liability is incurred. The exception to this general rule is that principal and interest on general long -term debt and compensated absences are recorded only when payment is due. Franchise fees, licenses and interest associated with current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenue of the current fiscal period. Sales and lodging taxes collected by vendors at year end on behalf of the Town are also recognized as revenue if collected within 30 days after year end. Expenditure driven grants are recognized as revenue when qualified expenditures have been incurred and all other grant requirements have been met. All other revenue items are considered to be measurable and available only when cash is received by the Town. D2 l ulll1ll Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) I. Summary of Significant Accounting Policies (continued) General Fund 3. Financial Statement Presentation �VII�II C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation (continued) As a general rule the effect of interfund activity has been eliminated from the government -wide financial statements. Exceptions to this general rule are payments where the amounts are reasonably equivalent to the value of the interfund services provided and other charges between the functions of the Town. Elimination of these charges would distort the direct costs and program revenues reported for the water and wastewater functions. Amounts reported as program revenues include 1) charges to customers and applicants for goods, services or privileges provided, 2) operating grants and contributions, and 3) capital grants and contributions, including special assessments. Internally dedicated resources are reported as general revenues rather than as program revenues. Likewise, general revenues include all taxes. Proprietary funds distinguish operating revenues and expenses from non operating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenues of the Town's enterprise funds are the operation of the water and wastewater systems within the Town. Operating expenses for the enterprise funds includes operating expenses and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as non operating revenues and expenses. D. Fund Financial Statements The financial transactions of the Town are reported in individual funds in the fund financial statements. Each fund is accounted for by providing a separate set of self balancing accounts that comprises its assets, liabilities, reserves, fund equity, revenues and expenditures /expenses. The fund focus is on current available resources and budget compliance. The Town reports the following major governmental funds: The General Fund is the Town's primary operating fund. It accounts for all financial resources of the Town, except those required to be accounted for in another fund. Special Revenue Funds Special revenue funds are used to account for and report the proceeds of specific revenue sources that are restricted or committed to expenditure for specified purposes other than debt service or capital projects. The term "proceeds of specific revenue sources" establishes that one or more specific restricted or committed revenues should be the foundation for a special revenue fund. The Conservation Trust Fund accounts for lottery proceeds required to be expended solely on park and recreation improvements. D3 Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) I. Summary of Significant Accounting Policies (continued) D. Fund Financial Statements (continued) �VII�II Capital Projects Funds Capital projects funds are used to account for and report financial resources that are restricted, committed, or assigned to expenditure for capital outlays, including the acquisition or construction of capital facilities and other capital assets. Capital projects funds exclude those types of capital related outflows financed by proprietary funds or for assets that will be held in trust for individuals, private organizations, or other governments. The Capital Equipment Replacement Fund accounts for funds set aside for the purchase and replacement of capital equipment. A significant portion of revenues consists of highway user tax proceeds. Debt Service Funds Debt service funds are used to account for and report financial resources that are restricted, committed, or assigned to expenditures of principal and interest. Debt service funds should be used to report resources if legally mandated. Financial resources that are being accumulated for principal and interest maturing in future years also should be reported in debt service funds. The Debt Service Fund accounts for payments made on the Town's bonded debt obligations. The Town reports the following proprietary or business -type funds: The Water Fund accounts for the purchase and delivery of water to the citizens of the Town. The Water Fund also maintains the infrastructure needed to provide water service. The Wastewater Fund accounts for the treatment of wastewater from the citizens of the Town. The Wastewater Fund also maintains the infrastructure needed to provide wastewater service. The Town reports the following fiduciary funds: The Petersen Agency Fund accounts for funds held for the Peterson Trust council whose members are designated to determine the appropriate expenditure of the trust balance. The Joint Facilities Oversight Committee "JFOC') Operations Fund accounts for the operations of the Upper Fraser Valley Wastewater Treatment Joint Facilities. E. Financial Statement Accounts 1. Cash and Cash Equivalents The Town pools deposits and investments of all funds except JFOC Operations Fund, which are held in separate accounts. Each fund's share of the pool is readily identified by the Town's internal records. Investments are stated at market value. Cash and cash equivalents include demand deposits, certificates of deposit, local government investment pools (COLOTRUST), and U.S. government- backed securities. D4 Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) I. Summary of Significant Accounting Policies (continued) E. Financial Statement Accounts (continued) 1. Cash and Cash Equivalents (continued) Certain proceeds of debt issues, as well as certain resources set aside for their repayment, have been classified as restricted assets on the balance sheet because their use is limited by the applicable covenants. Restricted assets also include certain deposits that have been limited as to usage pursuant to escrow and similar agreements. 2. Receivables Receivables are reported net of an allowance for uncollectible accounts. 3. Property Taxes Property taxes are assessed in one year as a lien on the property, but not collected by the governmental units until the subsequent year. In accordance with generally accepted accounting principles, the assessed but uncollected property taxes have been recorded as a receivable and as deferred revenue. 4. Capital Assets Capital assets, which include land, buildings, equipment, vehicles, and infrastructure assets (only infrastructure acquired after January 1, 2002), are reported in the applicable governmental or business -type activity columns in the government -wide financial statements. The Town defines capital assets as assets with an initial cost of $5,000 or more and an estimated useful life in excess of two years. Such assets are recorded at historical cost. Donated capital assets are recorded at estimated fair value at the date of donation. Capital outlay for projects is capitalized as projects are constructed. Interest incurred during the construction phase is capitalized as part of the value of the assets constructed in the business -type activities. Infrastructure, buildings, and equipment are depreciated using the straight line method over the following estimated useful lives: Assets Years Infrastructure 15 30 Buildings and improvements 15 40 Distribution systems 40 Equipment and vehicles 7 5. Debt Issuance Costs Issuance costs for the bonds payable are deferred and amortized over the term of the bonds using the straight -line method. Unamortized bond issuance costs at December 31, 2011 were $10,076. D5 Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) I. Summary of Significant Accounting Policies (continued) E. Financial Statement Accounts (continued) 6. Compensated Absences Vested or accumulated vacation leave that is expected to be liquidated with expendable available financial resources is reported as an expenditure and a fund liability of the obligated governmental fund. Amounts of vested or accumulated vacation leave that are not expected to be liquidated with expendable available financial resources are reported in the governmental activities column in the government -wide financial statements. Vested or accumulated vacation leave of the proprietary fund type is recorded as an expense and liability of that fund as the benefits accrue to employees. In accordance with the provisions of GASB No. 16, Accounting for Compensated Absences, no liability is recorded for non vesting accumulating rights to receive sick pay benefits. 7. Restricted Assets �VII�II Certain proceeds of the Town's government fund general obligation bonds, as well as certain resources set aside for their repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable bond covenants. Fees collected for park and affordable housing impact fees are restricted as to their use by Town ordinances. Debt service property tax collected in excess of the debt service of the general obligation series 1998 bonds is reserved for emergency and catastrophic road failure, future debt service or early redemption of the bond. 8. Categories and Classification of Fund Balance Governmental accounting standards establishes fund balance classifications that comprise a hierarchy based primarily on the extent to which a government is bound to observe constraints imposed upon the use of the resources reported in governmental funds. Fund balance classifications, include Non spendable, Restricted, Committed, Assigned, and Unassigned. These classifications reflect not only the nature of funds, but also provide clarity to the level of restriction placed upon fund balance. Fund Balance can have different levels of restraint, such as external versus internal compliance requirements. Unassigned fund balance is a residual classification within the general fund. The general fund should be the only fund that reports a positive unassigned balance. In all other funds, unassigned is limited to negative residual fund balance. The Town of Fraser classifies governmental fund balances as follows: Non spendable includes fund balance amounts that cannot be spent either because it is not in spendable form or because of legal or contractual requirements. Spendable: D6 Restricted includes fund balance amounts that are constrained for specific purposes which are externally imposed by providers, such as creditors or amounts constrained due to constitutional provisions or enabling legislation. 10. Deposits Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) I. Summary of Significant Accounting Policies (continued) E. Financial Statement Accounts (continued) 8. Categories and Classification of Fund Balance (continued) Committed includes fund balance amounts that are constrained for specific purposes that are internally imposed by the government through formal action of the highest level of decision making authority which is the Town Council. Assigned includes spendable fund balance amounts that are intended to be used for specific purposes that are neither considered restricted or committed. Fund Balance may be assigned by the Town or its management designee. Unassigned includes residual positive fund balance within the General Fund which has not been classified within the other above mentioned categories. Unassigned fund balance may also include negative balances for any governmental fund if expenditures exceed amounts restricted, committed, or assigned for those specific purposes. The Town may use restricted amounts to be spent first when both restricted and unrestricted fund balance is available unless there are legal documents /contracts that prohibit doing this, such as in grant agreements requiring dollar for dollar spending. Additionally, the Town might first use committed, then assigned, and lastly unassigned amounts of unrestricted fund balance when expenditures are made. The Town does not have a formal minimum fund balance policy. However, the Town's budget includes a calculation of a targeted reserve position and the Administration calculates targets and report them annually to the Town Council. 9. Interfund Transactions Interfund services provided and used are accounted for as revenues, expenditures or expenses. Transactions that constitute reimbursements to a fund for expenditures or expenses initially made from it that are properly applicable to another fund, are recorded as expenditures or expenses in the reimbursing fund and as reductions of expenditures or expenses in the fund that is reimbursed. Deposits on the JFOC Operations Fund represent contributions made to the JFOC operations fund by Winter Park Ranch Water and Sanitation District "Winter Park Ranch and Grand County Water and Sanitation District #1 "Grand County #1 and the Town (previously the Fraser Sanitation District) for operating and replacement costs relating to the combined wastewater treatment plant. These deposits are held for working capital and replacement costs during the time all Districts remain joint operators of the plant. D7 Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) I. Summary of Significant Accounting Policies (continued) F. Significant Accounting Policies 1. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Town's management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenditures or expenses during the reporting period. Actual results could differ from those estimates. 2. Proprietary Funds As required by GASB Statement No. 20, the Town has elected to follow for its proprietary funds, all (1) GASB pronouncements and (2) FASB Accounting Standards Codification, except those that conflict with a GASB pronouncement. 3. Credit Risk Receivables in the Town's funds are primarily due from other governments. Management believes that the credit risk related to these receivables is minimal. 4. Restricted and Unrestricted Resources When both restricted and unrestricted resources are available for use, it is the government's policy to use restricted resources first, then unrestricted resources as they are needed. II. Reconciliation of Government -wide and Fund Financial Statements A. Explanation of certain differences between the governmental fund Balance Sheet and the government -wide Statement of Net Assets The governmental fund Balance Sheet includes reconciliation between fund balance total governmental funds and net assets of governmental activities as reported in the government -wide Statement of Net Assets. One element of that reconciliation explains that "Capital assets used in governmental activities are not financial resources and, therefore, are not reported in the funds." The $11,533,116 represents the book value of assets at December 31, 2011. Another element of that reconciliation states that "Bond issuance expenses and bond discount are capitalized and amortized over the life of the bond issue" on the government -wide financial statements. The details of this $10,076 difference represent issuance costs and bond discount on the Series 2002 Sales and Use Refunded Bonds. D8 Another element of that reconciliation states that "Long -term liabilities are not due and payable in the current period and, therefore, are not reported in the funds." The details of this $2,137,886 difference represent accrued compensated absences, sales and use tax revenue bonds, general obligation bonds, and capital leases payable at year end. Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) II. Reconciliation of Government -wide and Fund Financial Statements (continued) �VII�II B. Explanation of certain differences between the governmental fund Statement of Revenues, Expenditures and Changes in Fund Balances and the government -wide Statement of Activities The governmental fund Statement of Revenues, Expenditures and Changes in Fund Balances includes reconciliation between net change in fund balances of governmental funds and changes in net assets of governmental activities as reported in the government -wide Statement of Activities. One element of that reconciliation explains that "Governmental funds report capital outlays as expenditures. However, in the Statement of Activities, the costs of those assets are allocated over their estimated useful lives as depreciation expense The details of this $773,960 difference are capital outlay of $68,628 less depreciation expense of $842,588. Also, repayment of long -term obligations of $250,456 is shown as an expenditure in the governmental fund, but is not reflected in the Statement of Activities. III. Stewardship, Compliance, and Accountability A. Budgetary Information Budgets are adopted on a basis consistent with generally accepted accounting principles, except for the proprietary funds. Annual appropriations are adopted for all funds. Expenditures may not legally exceed appropriations at the fund level. All appropriations lapse at year end. As required by Colorado Statutes, the Town followed the required timetable noted below in preparing, approving, and enacting its budget for 2011. (1) For the 2011 budget year, prior to August 25, 2010, the County Assessor sent to the Town an assessed valuation of all taxable property within the Town's boundaries. (2) The Town Manager, or other qualified person appointed by the Board, submitted to the Board, on or before October 15, 2010, a recommended budget which detailed the necessary property taxes needed along with other available revenues to meet the Town's operating requirements. (3) Prior to December 15, 2010, a public hearing was held for the budget, the Board certified to the County Commissioners a levy rate that derived the necessary property taxes as computed in the proposed budget, and the Board adopted the proposed budget and an appropriating resolution that legally appropriated expenditures for the upcoming year. (4) After adoption of the budget resolution, the Town may make the following changes: a) it may transfer appropriated money between funds; b) approve supplemental appropriations to the extent of revenues in excess of estimated revenues in the budget; c) approve emergency appropriations; and d) reduce appropriations for which originally estimated revenues are insufficient. D9 Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) III. Stewardship, Compliance, and Accountability (continued) A. Budgetary Information (continued) Taxes levied in one year are collected in the succeeding year. Thus, taxes certified in 2010 were collected in 2011 and taxes certified in 2011 will be collected in 2012. Taxes are due on January 1st in the year of collection; however, they may be paid in either one installment (no later than April 30th) or two equal installments (not later than February 28th and June 15th) without interest or penalty. Taxes that are not paid within the prescribed time bear interest at the rate of one percent (1 per month until paid. Unpaid amounts and the accrued interest thereon become delinquent on June 16th. B. TABOR Amendment �VII�II In November 1992, Colorado voters amended Article X of the Colorado Constitution by adding Section 20, commonly know as the Taxpayers Bill of Rights "TABOR). TABOR contains revenue, spending, tax and debt limitations that apply to the State of Colorado and local governments. TABOR requires, with certain exceptions, advance voter approval for any new tax, tax rate increase, mill levy above that for the prior year, extension of any expiring tax, or tax policy change directly causing a net tax revenue gain to any local government. Except for refinancing bonded debt at a lower interest rate or adding new employees to existing pension plans, TABOR requires advance voter approval for the creation of any multiple fiscal year debt or other financial obligation unless adequate present cash reserves are pledged irrevocably and held for payments in all future fiscal years. TABOR also requires local governments to establish an emergency reserve to be used for declared emergencies only. The reserve is calculated at 3% of fiscal year spending. Fiscal year spending excludes bonded debt service and enterprise spending. The Town has reserved $70,000. On April 4, 2000, the Town's electorate approved the following: Without any increase in the property tax mill levy or the 4% sales and use tax rate, shall the Town of Fraser, Colorado, be authorized, in the year 2000 and each subsequent year thereafter, to collect, retain, and expend the full proceeds of the Town's fees, taxes, non federal grants and other revenues and to spend such revenues for debt service, municipal operations, capital projects, and any other lawful municipal purpose, notwithstanding any state of Colorado restrictions on revenues or spending, including the restrictions of Article X, Section 20 of the Colorado Constitution, the revenue limit in Section 29 -1 -301 of the Colorado Revised Statutes, or any other law. The Town's management believes it is in compliance with the financial provisions of TABOR. However, TABOR is complex and subject to interpretation. Many of its provisions, including the interpretation of how to calculate fiscal year spending limits, could require judicial interpretation. D10 IV. Detailed Notes on All Funds A. Deposits Type: The Town's checking accounts are entirely covered by federal depository insurance "FDIC or by collateral held under Colorado's Public Deposit Protection Act "PDPA The FDIC insures the first $250,000 of the Town's deposits at each financial institution. Deposit balances over $250,000 are collateralized as required by PDPA. The carrying amount of the Town's demand deposits was $37,638 at year end. The Town had the following deposits and investments for all funds except the JFOC Operations Fund, with the following maturities December 31, 2011: Deposits: Checking Accounts Investments: Investment Pools Deposits: Certificates of Deposit Checking Accounts Savings Accounts Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) Carrying Less Than Less Than Rating Amount One Year Five Years Not Rated 37,638 37,638 AAAm 6,561,968 6,561,968 The Town had the following deposits and investments for the JFOC Operations Fund with the following maturities December 31, 2011: Carrying Less Than Less Than Type: Rating Amount One Year Five Years Not Rated Not Rated Not Rated D11 6,599,606 1,872,756 112,294 365,147 Maturities Maturities 2,777,352 940,601 112,294 365,147 Investments: Investment Pools AAAm 427,155 427,155 �VII�II The investment pools represent investments in the Colorado Government Liquid Asset Trust "COLOTRUST a 2a7 -like pools. Pools are not covered by FDIC insurance or PDPA but are rated AAAm. The fair value of the pools is determined by the pools' share price. The Town has no regulatory oversight for the pools. Interest Rate Risk. As a means of limiting its exposure to interest rate risk, the Town coordinates its investment maturities to closely match cash flow needs and restricts the maximum investment term to less than five years from the purchase date. As a result of the limited length of maturities the Town has limited its interest rate risk. 932,155 IV. Detailed Notes on All Funds (continued) A. Deposits (continued) Credit Risk. Colorado statutes specify instruments in which local governments may invest, including: The Town's general investment policy is to apply the prudent person rule: Investments are made as a prudent person would be expected to act, with discretion and intelligence, to seek reasonable income, preserve capital, and, in general, avoid speculative investments. At December 31, 2011, cash has been restricted for the following purposes: 1998 Sales Tax Revenue Bond Reserves 155,000 2002 Sales Tax Revenue Bond Reserves 20,000 1998 General Obligation Bond Reserves 40,000 Additional debt service reserve 85,000 Total Restricted Cash 300,000 B. Receivables Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) �VII�II Obligations of the U.S. and certain U.S. governmental agency securities Certain international agency securities General obligation and revenue bonds for U.S. local governmental entities Bankers acceptances of certain banks Commercial paper Local government investment pools Written repurchase agreements collateralized by certain authorized securities Certain money market funds Guaranteed investment contracts Receivables as of year -end for the Town's funds, including applicable allowances for uncollectible accounts, are as follows: Governmental Funds Debt Capital General Service Equipment Total Receivables: Property Taxes 216,520 80,000 296,520 Accounts 41,356 41,356 Intergovernmental 293,186 3,737 296,923 Gross receivables 551,062 80,000 3,737 634,799 Less: allowance for uncollectible 20,410 20,410 Net Receivables 530,652 80,000 3,737 614,389 D12 IV. Detailed Notes on All Funds (continued) B. Receivables (continued) Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) Water Wastewater Operations Operations Total Receivables: Accounts 156,791 164,247 321,038 Other 31,801 31,801 Gross receivables 188,592 164,247 352,839 Less: allowance for uncollectible Net Receivables 188,592 164,247 352,839 Governmental funds report deferred revenue in connection with receivables for revenues that are not considered to be available to liquidate liabilities of the current period. This includes $296,520 of deferred revenue property taxes levied in 2011 but not available until 2012. C. Capital Assets Capital asset activity for the year ended December 31, 2011 was as follows: Beginning Ending Balance Increases Decreases Balance Governmental activities: Capital assets, not being depreciated: Land and improvements 1,237,355 1,237,355 Total capital assets, not being depreciated 1,237,355 1,237,355 Capital assets, being depreciated: Infrastructure 14,189,001 28,164 14,217,165 Buildings 1,144,852 1,144,852 Furniture and equipment 1,332,431 40,464 1,372,895 Total capital assets, being depreciated 16,666,284 68,628 16,734,912 Less accumulated depreciation for: Infrastructure (3,868,214) (697,272) (4,565,486) Buildings (656,705) (59,617) (716,322) Furniture and equipment (1,071,644) (85,699) (1,157,343) Total accumulated depreciation (5,596,563) (842,588) (6,439,151) Total capital assets, being depreciated, net 11,069,721 (773,960) 10,295,761 Governmental activities capital assets, net 12,307,076 (773,960) 11,533,116 D13 IV. Detailed Notes on All Funds (continued) C. Capital Assets (continued) Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) D14 Depreciation Capital Expense Outlay Beginning Ending Balance Increases Decreases Balance Business -type activities: Capital assets, not being depreciated: Land 244,320 244,320 Water rights 19,776 19,776 Total capital assets, not being depreciated 264,096 264,096 Capital assets, being depreciated: System and improvements 22,575,843 148,338 22,724,181 Buildings and improvements 6,131,284 11,761 6,143,045 Equipment 311,415 (36,003) 275,412 Total capital assets, being depreciated 29,018,542 160,099 (36,003) 29,142,638 Less accumulated depreciation for: System and improvements (4,331,408) (651,940) (4,983,348) Buildings and improvements (1,186,786) (156,488) (1,343,274) Equipment (109,844) (22,636) 36,003 (96,477) Total accumulated depreciation (5,628,038) (831,064) 36,003 (6,423,099) Total capital assets, being depreciated, net 23,390,504 (670,965) 22,719,539 Governmental activities capital assets, net 23,654,600 (670,965) 22,983,635 In accordance with generally accepted accounting principles, the Town has elected to report general government infrastructure assets prospectively. Therefore, only general government infrastructure assets acquired since January 1, 2002 are included in the Town's financial statements. The Town had the following capital outlay and depreciation expense for the following functions: Governmental activities: General government 51,511 40,464 Public works, including infrastructure 729,606 Public safety 14,084 Culture and recreation 47,387 28,164 Total governmental activities 842,588 68,628 Business -type activities: Water 395,242 Wastewater 435,821 148,338 Total business -type activities 831,063 148,338 Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) IV. Detailed Notes on All Funds (continued) D. Interfund Receivables, Payables, and Transfers Transfers were as follows: �VII�II In Out General 28,164 (424,317) Debt Service 246,153 Conservation Trust (28,164) Capital Equipment 70,000 Capital Asset Fund 100,000 Fraser River Enhancement Project 28,164 Wastewater (10,000) Water (10,000) 472,481 (472,481) Transfers were to provide additional resources to meet the activities provided in each fund. E. Other Liabilities 1. Capital Leases Church Property In 2001, the Town entered into a capital lease agreement for the purchase of a local historical church. The total amount financed was $267,000, with an interest rate of 5.6 The lease required semi annual payments of $17,616. The lease obligation was paid in full during 2011. 2. Capital Leases FRODO Property In April 2008, the Town entered into a capital lease agreement for the purchase of property within Town limits. The total amount financed was $485,725, with interest stated at 4.90% per annum. The lease requires semi annual payments of $18,187, and requires payments through 2028. Future minimum lease payments are as follows: Year Principal Interest Total 2012 17,473 20,899 38,372 2013 18,342 20,032 38,374 2014 19,252 19,122 38,374 2015 20,207 18,167 38,374 2016 21,209 17,165 38,374 2017 2021 122,909 68,960 191,869 2022 2026 156,568 35,301 191,869 2027 2028 54,851 2,709 57,560 Total 430,811 202,355 633,166 D15 IV. Detailed Notes on All Funds (continued) E. Other Liabilities (continued) 3. Sales Tax Revenue Bonds Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) �VII�II In 1992, the Town issued Series 1992 Sales and Use Tax Bonds with a gross issue price of $1,145,000. This issue was partially ($525,000) refunded with the issuance $2,215,000 of Series 1998 Sales and Use Tax bonds. The proceeds not used for refunding the 1992 Sales and Use Tax Bonds were used for street improvements and paving. In 2002, the remaining outstanding balance of the 1992 Bond issue was refunded through the issuance of the 2002 Sales and Use Tax Refunding Bonds. The Series 1998 Bonds are subject to redemption prior to maturity as follows: June 1, 2009 and thereafter, subject to redemption at 100 Interest for both the 1998 Bonds and 2002 Bonds are payable semi annually on June 1 and December 1 at 5.05 Principal payments are made December 1. The required reserves are accounted for in the Town's Debt Service Fund. 4. General Obligation Bonds In 1998, the Town issued $600,000 in Series 1998 General Obligation Bonds. The bonds are secured by the full faith and credit of the Town and pay interest at 4.25% to 5.1%. The bonds were issued to finance improvements to the Town's streets, roads, sidewalks and other infrastructure. 5. Advance Refunding The Town has advance refunded the 1992 Sales Tax Revenue Bonds. Sufficient U.S. government, state and local government securities were placed in an irrevocable trust for the purpose of generating resources for all future debt service payments of the refunded debt. As a result, the refunded bonds are considered to be defeased and the liability has been removed from the General Long -Term Debt Account Group. The amount of defeased bonds outstanding at year end is not readily determinable. 6. Bonded Debt The Town's annual bonded debt service is as follows: Year Principal Interest Total 2012 215,000 86,225 301,225 2013 225,000 74,433 299,433 2014 235,000 62,048 297,048 2015 250,000 49,073 299,073 2016 270,000 35,016 305,016 2017 490,000 14,597 504,597 Total 1,685,000 321,392 2,006,392 D16 Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) IV. Detailed Notes on All Funds (continued) E. Other Liabilities (continued) 7. Long -term Debt The Town's annual debt service requirements are as follows: Year Principal Interest Total 2012 232,473 107,124 339,597 2013 243,342 94,465 337,807 2014 254,252 81,170 335,422 2015 270,207 67,240 337,447 2016 291,209 52,181 343,390 2017 2021 612,909 83,557 696,466 2022 2026 156,568 35,301 191,869 2027 2028 54,851 2,709 57,560 Total 2,115,811 523,747 2,639,558 8. Accrued Compensated Absences illl11ll Earned but unused vacation benefits amounted to $22,075 at December 31, 2011. All unused vacation benefits are recorded on the government -wide financial statements. 9. Schedule of Changes in Long -term Debt Balance Balance Due Within 1/1/11 Additions Reductions 12/31/11 One Year Capital leases 481,267 (50,456) 430,811 17,475 Sales and use tax bonds 1,590,000 (165,000) 1,425,000 175,000 General obligation bonds 295,000 (35,000) 260,000 40,000 Accrued compensated absences 27,923 (5,848) 22,075 Total 2,394,190 (256,304) 2,137,886 232,475 F. Restricted Fund Balance The Town had the following restrictions on the governmental fund balances at December 31, 2011: Balance Balance 1/1/11 Additions Deletions 12/31/11 General Fund: Fees in lieu of Park 6,379 6,379 Affordable housing impact fee 135,426 135,426 Emergency reserves 50,000 20,000 70,000 Debt Service Fund reserves: Next year's payments 300,000 300,000 Conservation Trust Fund 48,477 4,732 (28,163) 25,046 540,282 24,732 (28,163) 536,851 D17 IV. Detailed Notes on All Funds (continued) E. Assigned Fund Balance V. Other Information Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) The Town had the following assignments of the governmental fund balances at December 31, 2011: Balance Balance 1/1/11 Additions Deletions 12/31/11 General Fund: Reserve savings 750,000 750,000 Capital projects 150,586 100,138 (191,424) 59,300 Future budget deficit 471,246 291,506 762,752 Capital Equipment Replacement: Capital projects 295,849 115,903 411,752 1,667,681 507,547 (191,424) 1,983,804 A. Joint Facilities Oversight Committee "JFOC Operations Fund In 2002, the Fraser Sanitation District (the "District Winter Park Ranch, and Grand County #1 entered into an agreement to participate in the joint construction, maintenance, and operation of joint interceptor sewer lines and joint sewage treatment facilities. This new wastewater treatment plant has been constructed on the existing plant site of the District/Winter Park Ranch treatment facility and a new and /or expanded sewer trunk line from Grand County #1 will connect with the existing District/Winter Park Ranch interceptor line. Title of the new joint facilities will be allocated among these three members based on each member's proportionate share of equivalent residential units to be serviced by the new plant. The District was dissolved into the Town effective December 31, 2009. Construction costs of these new facilities, excluding expenses relating to segment B of the joint trunk lines "B- Line described below, are based on each member's future share of equivalent residential units to be serviced by the new plant and are allocated as follows: Town 34.07% Winter Park Ranch 28.89% Grand County #1 37.04% Under the Upper Fraser Valley Wastewater Agreement, a Joint Facilities Oversight Committee "JFOC was established to represent the three members regarding the construction, expansion, operations, management, and maintenance of the new joint facilities. The JFOC is comprised of a total of nine members, with each member having three members. The Town was appointed as the manager of the joint facilities for 2011. The JFOC may designate a new manager on an annual basis. In 2011, as approved by the JFOC, the Town earned $28,422 in management fees. Operations and maintenance costs will be allocated among the three members based on each member's proportionate share of equivalent residential units currently serviced by the new plant. In addition, upon certification of the new joint facilities, this agreement requires the establishment of an operations and maintenance reserve fund equal to three months operations and maintenance costs and a capital replacement reserve fund, the amount which is determined by the JFOC. D18 l ulll1ll Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) �VII�II V. Other Information (continued) A. Joint Facilities Oversight Committee "JFOC Operations Fund (continued) 1. Maryvale Village (Rendezvous) The District entered an agreement on May 9, 2000, with Maryvale Village, L.L.C., and several individuals (collectively referred to as the "Rendezvous Maryvale Commercial Metropolitan District, and Maryvale Residential Metropolitan District (these districts are collectively referred to as the "Maryvale Districts that permitted the inclusion of the Maryvale development within the District's boundaries in order to receive sanitation services, in exchange for inclusion fees. Pursuant to this agreement, Rendezvous and the Maryvale Districts are responsible for the construction of sewer main extensions and related infrastructure from the existing District sewer main to the Maryvale development. These sewer main extensions and related infrastructure will ultimately be conveyed to the District at the time these projects are completed or begin to be used, whichever comes first, subject to the District's acceptance of these assets. As of December 31, 2011, Maryvale development sewer mains and infrastructure had been conveyed to the District, and is presented as an asset on the Town's financial statements. Per this agreement, in exchange for the District agreeing to oversize the new wastewater treatment plant described earlier, the Developer and Maryvale Districts agreed to cover the amount of any shortfall in the District's CWRPDA loan payments by pre purchasing tap fees. In addition, this agreement requires the Developer and Maryvale Districts to establish an escrow account in the amount of $160,000 to guarantee their compliance in the event of a default regarding their pre purchase obligations. As of December 31, 2011, no prepaid tap fees have been required or made by the Developer and the Maryvale Districts. This guarantee was released in 2009. 2. Pre- Inclusion Agreement Cornerstone The District entered an agreement on April 5, 2005, with Cornerstone Winter Park Holdings, L.L.C. "Cornerstone that permits the inclusion of a portion of Cornerstone's development within the District's boundaries in order to receive sanitation services for inclusion fees. Cornerstone shall be responsible for constructing, paying for and installing all sewer lines and any related facilities within the property including all lines, manholes and mains. This infrastructure will ultimately be conveyed to the District at the time these projects are completed or begin to be used, whichever comes first, subject to the District's acceptance of these assets. B. Retirement Plans Deferred Compensation Plan Section 457 The Town offers its employees a deferred compensation plan created in accordance with Internal Revenue Code Section 457. The plan permits employees to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. D19 V. Other Information (continued) Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) B. Retirement Plans Deferred Compensation Plan Section 457 (continued) All amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property, or rights are to be held in trust for the exclusive benefit of the plan participants and their beneficiaries. The accrual basis of accounting is used for the plan. Revenues are recognized when earned and expenditures are recognized when incurred. Investments are recorded at market value. Plan investment purchases are determined by the plan participant and therefore, the plan's investment concentration varies between participants. The Town has no liability for losses under the plan but does have the duty of due care that would be required of an ordinary prudent investor. The Town is neither the trustee nor the administrator for the plan. C. Retirement Plans CCOERA Retirement Plan Section 401(a) D. Other Employee Benefits Post Employment Health Care Benefits E. Commitments and Contingencies Contracts In lieu of directly providing public safety services, the Town has entered into an agreement with the Town of Winter Park, Colorado to form a joint public safety force effective May 1, 2005. The agreement requires costs to be split based upon average call volume. F. Risk Management D20 �VII�II The Town is exposed to various risks of loss related to workers' compensation, general liability, and worker unemployment. The Town has acquired commercial coverage for these risks. Any settled claims are not expected to exceed the commercial insurance coverage. The Town is also exposed to the risks of loss related to torts; theft of, damage to, and destruction of assets; and errors and omissions. The Town is a member of the insurance pool described below to cover these risks. The Town participates in the Colorado County Officials Employees Retirement Association "CCOERA retirement plan (the "401(a) Plan CCOERA was established to provide retirement benefits to employees of Colorado local governments. Employees of the Town are required to participate in the 401(a) Plan after one full year of service. The CCOERA retirement plan was adopted in accordance with section 401(a) of the Internal Revenue Code. Each eligible employee is required to contribute 4% of gross wages to the 401(a) Plan. The Town matches employee contributions at the same rate and these matched dollars vest over a 5 year period. The Town is neither the trustee nor the administrator for the 401(a) Plan. All Town employees covered by State continuation insurance may continue their health insurance due to a reduction in work hours or termination of employment (for reasons other than "gross misconduct for up to 18 months after the occurrence of one of these events. Eligible dependents may continue coverage for up to 36 months. Employees who elect continued coverage must pay the Town for premiums from the termination date of coverage and monthly thereafter. No cost to the Town is recognized as employees reimburse 100% of their premium cost. V. Other Information (continued) F. Risk Management (continued) Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) Pursuant to an inter -local agreement authorized by state statute, the Town joined the Colorado Intergovernmental Risk Sharing Agency "CIRSA to provide insurance coverage. Members of the board of directors are nominated and elected by members to two -year, staggered terms and meet at least monthly to direct operations. CIRSA budgets are funded by contributions from member governments. The Town's share of assets, liabilities and fund equity as of December 31, 2011, the latest date for which information is available, is as follows: Insurance Pools: Fraser Share Property and Casualty Pool: Loss fund 11,724 Operating 5,381 Pooled excess fund 606 Reserve fund 17,466 Workers' Compensation Pool: Loss fund 4,009 Operating (3,678) Pooled excess fund 2,036 Reserve fund 8,640 The December 31, 2011 combined financial information is as follows: Cash and investments 69,399,857 Other assets 8,004,781 Total 77,404,638 Liabilities 43,787,928 Members fund balance 33,616,710 Total 77,404,638 Total revenue Total expense (Deficiency) of Revenue Over Expense D21 22,933,579 (25,305,813) (2,372,234) �VII�II Coverage provided by CIRSA is as follows: 1) $250,000 per claim /occurrence property; 2) $1,000,000 per claim /occurrence liability; and 3) $150,000 per claim /occurrence crime. CIRSA has also acquired additional excess coverage from outside sources. The Town may be liable for any losses in excess of the above coverage. At December 31, 2011, the Town does not expect to incur losses in excess of the above coverage. Surpluses or deficits for any year are subject to change for reasons which include: interest earnings on invested amounts for those years and funds, re- estimation of losses for those years and funds, and credits or distributions from surplus for those years and funds. V. Other Information (continued) G. Prepaid Plant Investment Fees Town of Fraser Notes to the Financial Statements December 31, 2011 (Continued) The Town entered into annexation agreements with two developers that provided for the use of Plant Investment Fees to fund water system capital improvements within the developments. The agreements essentially provide that the Town will not retain Plant Investment Fees paid by building permit applicants within these developments until such time as the total Plant Investment Fees paid exceeds the certified costs of regional water capital improvements within the developments. Currently the developers have certified water regional infrastructure improvements totaling $6,160,832 and a total of $2,072,593 of Plant Investment Fees have been rebated to the developers. D22 REQUIRED SUPPLEMENTARY INFORMATION L 0 C 0 R A D 0 illllli Town of Fraser, Colorado General Fund Schedule of Revenues, Expenditures and Changes in Fund Balances Budget (GAAP Basis) and Actual For the Year Ended December 31, 2011 (With Comparative Actual Amounts for 2010) il 1 111 11 2011 2010 Original and Variance Final Positive Budget Actual (Negative) Actual Revenues: Taxes 1,893,500 2,000,742 107,242 1,892,620 Licenses and fees 14,500 13,774 (726) 16,695 Charges for services 5,000 23,972 18,972 2,178 Intergovernmental 610,000 (610,000) Interest 8,375 3,597 (4,778) 7,239 Other revenue 119,000 105,604 (13,396) 84,070 Total Revenues 2,650,375 2,147,689 (502,686) 2,002,802 Expenditures: General government 903,484 794,615 108,869 735,533 Public safety 375,000 378,336 (3,336) 347,940 Public works 950,907 772,351 178,556 540,603 Culture and recreation 663,000 40,842 622,158 518 Debt service 73,605 73,605 73,607 Total Expenditures 2,965,996 2,059,749 906,247 1,698,201 Excess (Deficiency) of Revenues Over Expenditures (315,621) 87,940 403,561 304,601 Other Financing Sources (Uses): Transfer in 200,000 156,327 (43,673) 50,000 Transfer (out) (505,250) (424,317) 80,933 (397,285) Sale of assets 250,248 Total Other Financing (Uses) (305,250) (267,990) 37,260 (97,037) Excess (Deficiency) of Revenues Over Expenditures and Other Financing Sources (Uses) (620,871) (180,050) 440,821 207,564 Fund Balances Beginning of Year 2,317,980 3,352,453 1,034,473 3,144,889 Fund Balances End of Year 1,697,109 3,172,403 1,475,294 3,352,453 The accompanying notes are an integral part of these financial statements. El Town of Fraser, Colorado General Fund Schedule of Revenues Budget (GAAP Basis) and Actual For the Year Ended December 31, 2011 (With Comparative Actual Amounts for 2010) Original and Variance Final Positive Budget Actual (Negative) Actual Taxes: Property 250,000 268,530 18,530 255,949 Specific ownership 8,000 9,277 1,277 9,508 Sales use 1,585,000 1,667,863 82,863 1,571,793 Franchise 40,000 45,832 5,832 44,972 Motor vehicle 4,000 4,412 412 4,628 Cigarette 6,500 4,828 (1,672) 5,770 Total 1,893,500 2,000,742 107,242 1,892,620 Licenses and Fees: Business license fees 13,000 8,520 (4,480) 13,620 Liquor license fee 1,500 5,254 3,754 3,075 Total 14,500 13,774 (726) 16,695 Charges for services: Planning and building fees Total Intergovernmental: Grant revenue Total Interest: Earnings on deposits Total Other Financing Sources: Transfer in Sale of assets Total 5,000 23,972 5,000 23,972 610,000 610,000 Total Revenues 2,850,375 8,375 3,597 8,375 3,597 200,000 200,000 2011 2010 (610,000) (610,000) Other: Other income 110,000 93,354 (16,646) 74,053 Rents 9,000 12,250 3,250 10,017 Total 119,000 105,604 (13,396) 84,070 156,327 (43,673) 156,327 (43,673) 2,304,016 (546,359) The accompanying notes are an integral part of these financial statements. E2 il 1 111 11 18,972 2,178 18,972 2,178 (4,778) 7,239 (4,778) 7,239 50,000 250,248 300,248 2,303,050 Public Safety Total Public Safety Other Financing Uses Transfer out Total Financing Sources Total Expenditures Town of Fraser, Colorado General Fund Schedule of Expenditures and Transfers Budget (GAAP Basis) and Actual For the Year Ended December 31, 2011 (With Comparative Actual Amounts for 2010) 2011 2010 Original and Variance Final Positive Budget Actual (Negative) Actual General Government: Town board salaries 38,989 31,596 7,393 29,469 Town board community enhancement 161,115 157,471 3,644 152,577 Miscellaneous 2,500 2,391 109 27,096 Administrative salaries 292,455 257,079 35,376 253,524 Other purchased services 343,725 307,088 36,637 227,905 Utilities 23,700 15,665 8,035 15,371 Property management 41,000 23,325 17,675 29,591 Total General Government 903,484 794,615 108,869 735,533 375,000 378,336 (3,336) 347,940 375,000 378,336 (3,336) 347,940 Public Works Salaries and benefits 452,407 371,998 80,409 342,567 Other purchased services 148,000 159,159 (11,159) 96,439 Utilities 16,500 8,746 7,754 8,740 Property management 74,000 13,145 60,855 19,096 Capital outlay 260,000 219,303 40,697 73,761 Total Public Works 950,907 772,351 178,556 540,603 Culture and Recreation Salaries and benefits 6,072 (6,072) Other purchased services 660,000 31,002 628,998 Utilities 1,000 1,583 (583) Property management 2,000 2,185 (185) Total Culture and Recreation 663,000 40,842 622,158 Debt Services Interest 23,150 23,150 25,754 Principal 50,455 50,455 47,853 Total Debt Services 73,605 73,605 73,607 505,250 505,250 3,471,246 424,317 424,317 2,484,066 80,933 80,933 987,180 The accompanying notes are an integral part of these financial statements. E3 il 1 111 11 518 518 397,285 397,285 2,095,486 Town of Fraser, Colorado Special Revenue Fund Conservation Trust Fund Schedule of Revenues, Expenditures and Changes in Fund Balances Budget (GAAP Basis) and Actual For the Year Ended December 31, 2011 (With Comparative Actual Amounts for 2010) Other Financing Uses Transfer Out Total Financing Sources Excess (Deficiency) of Revenues Over Expenditures Fund Balances Beginning of Year Fund Balances End of Year Original and Variance Final Positive Budget Actual (Negative) Revenues: Lottery proceeds 5,900 4,682 (1,218) 4,786 Interest 60 50 (10) 98 Total Revenues 5,960 4,732 (1,228) 4,884 (50,000) (50,000) 2011 2010 (28,163) (28,163) 21,837 21,837 (44,040) (23,431) 20,609 4,884 49,388 48,477 (911) 43,593 5,348 25,046 19,698 48,477 The accompanying notes are an integral part of these financial statements. E4 Actual SUPPLEMENTARY INFORMATION illllli Excess (Deficiency) of Revenues Over Expenditures Other Financing Sources: Transfer in Total Other Financing Sources Town of Fraser, Colorado Debt Service Fund Schedule of Revenues, Expenditures and Changes in Fund Balances Budget (GAAP Basis) and Actual For the Year Ended December 31, 2011 (With Comparative Actual Amounts for 2010) Excess (Deficiency) of Revenues and Other Financing Sources Over Expenditures Fund Balances Beginning of Year Fund Balances End of Year 2011 2010 Original and Variance Final Positive Budget Actual (Negative) Actual Revenues: Property taxes 80,000 80,122 122 79,849 Specific ownership tax 4,000 2,778 (1,222) 3,003 Interest 3,500 680 (2,820) 1,290 Total Revenues 87,500 83,580 (3,920) 84,142 Expenditures: Principal 200,000 200,000 190,000 Interest 100,397 97,009 3,388 106,926 Other 4,500 2,945 1,555 2,939 Total Expenditures 304,897 299,954 4,943 299,865 (217,397) (216,374) 1,023 (215,723) 247,250 246,153 (1,097) 244,285 247,250 246,153 (1,097) 244,285 29,853 29,779 (74) 28,562 679,358 679,358 650,796 29,853 709,137 679,284 679,358 The accompanying notes are an integral part of these financial statements. F1 Town of Fraser, Colorado Capital Equipment Replacement Fund Schedule of Revenues, Expenditures and Changes in Fund Balances Budget (GAAP Basis) and Actual For the Year Ended December 31, 2011 (With Comparative Actual Amounts for 2010) °ui ulll�ll 2011 2010 Original and Variance Final Positive Budget Actual (Negative) Actual Revenues: Highway users revenue 42,420 45,566 3,146 45,266 Earnings on investments 550 337 (213) 459 Total Revenues 42,970 45,903 2,933 45,725 Expenditures: Equipment 65,000 65,000 40,464 Total Expenditures 65,000 65,000 40,464 Excess (Deficiency) of Revenues Over Expenditures (22,030) 45,903 67,933 5,261 Other Financing Sources: Transfer In 105,000 70,000 (35,000) 100,000 Total Other Financing Sources 105,000 70,000 (35,000) 100,000 Excess (Deficiency) of Revenues and Other Financing Sources Over Expenditures 82,970 115,903 32,933 105,261 Fund Balances Beginning of Year 292,518 295,849 3,331 190,588 Fund Balances End of Year 375,488 411,752 36,264 295,849 The accompanying notes are an integral part of these financial statements. F2 Expenditures: Personnel: Salaries Retirement Health insurance Travel and training Total Commodities: Insurance Supplies System repair and maintenance Testing Telephone Utilities Miscellaneous Total Contractual: Legal Engineering Other professional services Treasurer's and bank fees Professional memberships Total Other: Transfer to Other Fund Capital projects and purchases Water rights Total Total Expenditures Excess (Deficiency) of Revenues Over Expenses (Budget Basis) Net Assets Beginning of Year Net Assets End of Year Town of Fraser, Colorado Enterprise Fund Water Fund Schedule of Revenues, Expenditures and Change in Net Assets Budget (Non -GAAP) Basis and Actual With Reconciliation to GAAP Basis For the Year Ended December 31, 2011 (With Comparative Actual Amounts for 2010) Reconciliation from Budget Basis to GAAP Basis: Capitalized assets Contributed assets Depreciation Excess (Deficiency) of Revenues Over Expenses (GAAP Basis) 2011 2010 Origial and Variance Final Positive Budget Actual (Negative) Actual Revenues: Tap fees 8,000 (8,000) User fees 604,359 606,453 2,094 602,544 Water meter fees 1,000 6,292 5,292 Interest income 2,000 7,723 5,723 5,220 Excavation permits 200 550 350 750 Grants 452,326 Other 5,000 4,406 (594) 3,126 Transfer from Other Fund 23,000 Total Revenues 620,559 625,424 4,865 1,086,966 215,361 207,153 8,208 204,920 7,980 7,619 361 7,630 44,800 35,796 9,004 30,966 8,000 2,165 5,835 2,876 276,141 252,733 23,408 246,392 20,000 15,860 4,140 16,260 58,500 23,611 34,889 22,420 80,000 13,132 66,868 47,439 3,000 2,486 514 3,946 5,500 2,790 2,710 3,599 45,000 35,742 9,258 38,548 13,000 1,684 11,316 901 225,000 95,305 129,695 133,113 35,000 73,543 (38,543) 32,623 40,000 19,865 20,135 12,210 15,500 234 15,266 2,022 16 16 8,000 6,725 1,275 7,308 98,516 100,383 (1,867) 54,163 10,000 10,000 10,000 100,000 100,000 493,258 35,000 21,578 13,422 14,174 145,000 31,578 113,422 517,432 744,657 479,999 264,658 951,100 (124,098) 145,425 269,523 135,866 The accompanying notes are an integral part of these financial statements. F3 502,931 826,000 (395,242) (384,756) (249,817) 1,080,041 12,696,649 11,616,608 12,446,832 12,696,649 Town of Fraser, Colorado Enterprise Fund Wastewater Fund Schedule of Revenues, Expenditures and Change in Net Assets Budget (Non -GAAP) Basis and Actual With Reconciliation to GAAP Basis For the Year Ended December 31, 2011 (With Comparative Actual Amounts for 2010) Original and Variance Final Positive Budget Actual (Negative) Revenues: Tap fees 15,000 67,500 52,500 2,700 User fees 606,532 605,215 (1,317) 611,168 Management fees 28,420 28,422 2 28,422 Interest income 4,000 2,220 (1,780) 12,329 Other 2,500 23,523 21,023 3,706 Total Revenues 656,452 726,880 70,428 658,325 Expenditures: Personnel: Salaries 192,691 175,431 17,260 180,116 Retirement 7,140 6,324 816 6,286 Health insurance 30,240 25,928 4,312 22,194 Travel and training 4,500 387 4,113 157 Total 234,571 208,070 26,501 208,753 Commodities: Insurance 5,500 4,014 1,486 6,441 Supplies 2,500 1,292 1,208 1,249 System repair and maintenance 360,500 175,826 184,674 115,509 Testing 1,000 700 300 300 Telephone 1,500 267 1,233 178 Miscellaneous 3,000 212 2,788 885 Total 374,000 182,311 191,689 124,562 Contractual: Legal 10,000 2,180 7,820 2,720 Engineering 20,000 2,760 17,240 5,992 Other professional services 312,372 132,345 180,027 160,473 Professional memberships 6,100 4,646 1,454 4,958 Total 348,472 141,931 206,541 174,143 Other: Transfer to Other Fund 10,000 10,000 10,000 Capital Reserve payments 122,652 122,675 (23) 122,652 Total 132,652 132,675 (23) 132,652 Total Expenditures 1,089,695 664,987 424,708 640,110 Excess (Deficiency) of Revenues Over Expenses (Budget Basis) (433,243) 61,893 495,136 18,215 Reconciliation from Budget Basis to GAAP Basis: Capitalized assets 142,761 113,400 Contributed assets 482,980 Depreciation (435,821) (427,026) Capitalized capital reserve payments 129,568 117,304 Excess (Deficiency) of Revenues Over Expenses (GAAP Basis) (101,599) 304,873 Net Assets Beginning of Year 14,301,335 13,996,463 Net Assets End of Year 14,199,736 14,301,336 The accompanying notes are an integral part of these financial statements. F4 2011 2010 Actual 2011 2010 Expenses: Town of Fraser, Colorado JFOC Operations Schedule of Revenues Expenses Budget (Non -GAAP) Basis and Actual With Reconciliation to GAAP Basis For the Year Ended December 31, 2011 (With Comparative Actual Amounts for 2010) Final Budget Original and Variance Final Positive Budget Actual (Negative) Actual Revenues: Reimbursable professional services 3,830 3,830 147 JFOC operating charges 732,927 520,501 (212,426) 495,972 Interest revenue 20,500 23,907 3,407 Grants and contributions 254,001 68 (253,933) 86,110 Total Revenues 1,007,428 548,306 (459,122) 582,229 Training programs 2,000 1,299 701 615 Travel, meals and lodging 2,000 442 1,558 624 Meals and entertainment 200 200 29 Professional fees 13,500 21,853 (8,353) 8,897 Engineering fees 30,000 2,667 27,333 1,732 Financial services 100 100 31 Sludge removal 65,000 40,672 24,328 36,357 Other professional services 36,500 4,317 32,183 5,552 Insurance 25,000 30,535 (5,535) 10,319 Advertising 662 (662) Plant maintenance repair 40,000 12,501 27,499 26,855 Grounds maintenance 2,000 2,000 1,665 Equipment rental 500 500 Professional memberships 500 72 428 72 Operating supplies 85,000 72,762 12,238 50,118 Equipment purchase and repair 20,000 4,638 15,362 6,872 Testing 37,000 35,438 1,562 33,985 Permits 25,000 3,494 21,506 13,823 Utilities 110,500 104,468 6,032 94,349 Vehicles 6,000 4,418 1,582 4,137 Miscellaneous 1,000 680 320 586 Capital projects 350,000 50,956 299,044 85,822 Payroll expenses 231,027 183,413 47,614 199,789 Total Expenses 1,082,827 575,287 507,540 582,229 Excess (Deficiency) of Revenues Over Expenses (Budget Basis) (75,399) Reconciliation from Budget Basis to GAAP Basis: Capital reserve reduced by capital expenses Capital reserve increased by interest income Excess (Deficiency) of Revenues Over Expenses (GAAP Basis) (26,981) 48,418 50,888 (23,907) The accompanying notes are an integral part of these financial statements. F5 The public report burden for this information collection is estimated to averaee 380 hours annually. FORM FHWA -536 (Rev. 1 -05) PREVIOUS EDITIONS OBSOLETE F6 Financial Planning 02/01 Form 350- 050 -36 (Next Page) {61 EA8672- DED7- 49CD- 92EB- 00280ECBDE59 }.xlsx REPORT City or County: Town of Fraser LOCAL HIGHWAY FINANCE YEAR ENDING December 2011 This Information From The Records Of (example City of or County of Town of Fraser, Colorado Prepared By: Nat Havens nhavens @town.fraser.co.us Phone: 970 726 -5491 x206 REVENUES AVAILABLE FOR LOCAL GOVERNMENT EXPENDITURE I. DISPOSITION OF HIGHWAY -USER ITEM 1. Total receipts available A. Local Motor -Fuel Taxes PURPOSES B. Local Motor Vehicle Taxes III. DISBURSEMENTS AND C. Receipts from D. Receipts from State Highway- Federal Highway User Taxes Administration FOR ROAD STREET PURPOSES 2. Minus amount used for collection expenses 3. Minus amount used for nonhighway purposes 4. Minus amount used for mass transit 5. Remainder used for highway purposes II. RECEIPTS FOR ROAD AND STREET ITEM AMOUNT ITEM AMOUNT 233,228 A. Receipts from local sources: A. Local highway disbursements: 1. Local highway -user taxes 1. Capital outlay (from page 2) a. Motor Fuel (from Item I.A.S.) 2. Maintenance: 165,880 b. Motor Vehicle (from Item I.B.S.) 3. Road and street services: 13,468 c. Total (a. +b.) a. Traffic control operations 2. General fund appropriations 1,168,193 b. Snow and ice removal 260,668 3. Other local imposts (from page 2) 134,240 c. Other 0 4. Miscellaneous local receipts (from page 2) 7,983 d. Total (a. through c.) 274,136 5. Transfers from toll facilities 0 4. General administration miscellaneous 47,394 6. Proceeds of sale of bonds and notes: 5. Highway law enforcement and safety 378,336 a. Bonds Original Issues 0 6. Total (1 through 5) 1,098,973 b. Bonds Refunding Issues 0 B. Debt service on local obligations: c. Notes 0 1. Bonds: d. Total (a. b. c.) 0 a. Interest 86,421 7. Total (1 through 6) 1,310,416 b. Redemption 175,000 B. Private Contributions 0 c. Total (a. b.) 261,421 0 C. Receipts from State government (from page 2) 49,978 2. Notes: a. Interest D. Receipts from Federal Government (from page 2) 0 b. Redemption 0 c. Total (a. b.) 0 E. Total receipts A.7 B C D IV. 1,360,394 3. Total (1.c 2.c) C. Payments to State for highways 261,421 0 D. Payments to toll facilities 0 E. Total disbursements (A.6 B.3 C D) DEBT STATUS at par) 1,360,394 LOCAL HIGHWAY (Show all entries Opening Debt Amount Issued Redemptions Closing Debt A. Bonds (Total) 2,315,000 175,000 2,140,000 1. Bonds (Refunding Portion) B. Notes (Total) 0 V. LOCAL ROAD AND STREET FUND BALANCE A. Beginning Balance B. Total Receipts C. Total Disbursements D. Ending Balance E. Reconciliation 1,360,394 1,360,394 (0) Notes and Comments: The public report burden for this information collection is estimated to averaee 380 hours annually. FORM FHWA -536 (Rev. 1 -05) PREVIOUS EDITIONS OBSOLETE F6 Financial Planning 02/01 Form 350- 050 -36 (Next Page) {61 EA8672- DED7- 49CD- 92EB- 00280ECBDE59 }.xlsx FORM FHWA -536 (Rev.1 -05) PREVIOUS EDITIONS OBSOLETE F7 FINANCE REPORT STATE: Colorado LOCAL HIGHWAY YEAR ENDING (mm /yy): December 2011 II. RECEIPTS FOR ROAD AND STREET PURPOSES DETAIL ITEM AMOUNT ITEM AMOUNT 681 A.3. Other local imposts: A.4. Miscellaneous local receipts: a. Property Taxes and Assessments 80,122 a. Interest on investments b. Other local imposts: b. Traffic Fines Penalities 0 1. Sales Taxes 42,064 c. Parking Garage Fees 0 2. Infrastructure Impact Fees 0 d. Parking Meter Fees 0 3. Liens 0 e. Sale of Surplus Property 0 4. Licenses 0 f. Charges for Services 0 5. Specific Ownership /or Other 12,054 g. Other Misc. Receipts 7,302 6. Total (1. through 5.) 54,118 h. Other 0 c. Total a. b. 134,240 (Carry forward to page 1) i. Total a. throu• h h. 7,983 (Carry forward to page 1) ITEM AMOUNT ITEM AMOUNT C. Receipts from State Government D. Receipts from Federal Government 1. Highway -user taxes 45,566 1. FHWA (from Item I.D.S.) 2. State general funds 2. Other Federal agencies: 3. Other State funds: a. Forest Service a. State bond proceeds b. FEMA b. Project Match c. HUD c. Motor Vehicle Registrations 4,412 d. Federal Transit Admin d. Other (Specify) e. U.S. Corps of Engineers e. Other (Specify) f. Other Federal f. Total (a. through e.) 4,412 g. Total (a. through f.) 0 4. Total 1. 2. 3. 49,978 3. Total 1. 2. Ca forwardto .a:e 1 III. DISBURSEMENTS FOR ROAD AND STREET PURPOSES DETAIL A.1. Ca s ital outla a. Right -Of -Way Costs ON NATIONAL HIGHWAY SYSTEM a 0 OFF NATIONAL HIGHWAY SYSTEM b 430 TOTAL c 430 b. En•ineerin• Costs c. Construction: (1). New Facilities 0 0 13,840 0 13,840 0 (2). Capacity Improvements 0 0 0 (3). System Preservation 0 211,982 211,982 (4). System Enhancement Operation 0 6,976 6,976 (5). Total Construction (1) (2) (3) (4) 0 218,958 218,958 d. Total Ca.ital Outla Lines 1.a. 1.b. 1.c.5 0 233,228 233,228 (Ca forwardto .a:e 1) Notes and Comments: FORM FHWA -536 (Rev.1 -05) PREVIOUS EDITIONS OBSOLETE F7 4/23/12draft ACCI2012OP GREEMENT ONCERNING OORDINATION AND NTEGRATION OF PERATING LAN AND ASAIIICRC PPLICABLE ECTIONS OF RTICLE OF THE OLORADO IVER OOPERATIVE A GREEMENT THIS AGREEMENT, is entered into this ___ day of ________, 2012 between, the Board of County Commissioners of Grand, Winter Park Water and Sanitation District, Grand County Water and Sanitation District No. 1, Town of Fraser, Town of Granby, Winter Park Recreational Association, and Grand County Mutual Ditch and Reservoir Company (“GCMDRC”), collectively the “Parties.” RECITALS 1. Winter Park Recreational Association, Winter Park Water and Sanitation District, Grand County Water and Sanitation District No. 1, Town of Fraser and Town of Granby are known as the Grand County Users (“Water Users”), pursuant to Paragraph 4(c) of the Clinton Reservoir- Fraser River Water Agreement dated July 21, 1992 (“Clinton Agreement”), in which among other things, Denver Water Board (“Denver Water”) made Bypass Water available from the Fraser River and Williams Fork River collection systems (collectively, the “Moffat System”) for use by the Water Users. 2. Denver Water, Grand County and other West Slope entities have entered into the Colorado River Cooperative Agreement dated __________________ 2012 (CRCA), attached hereto as Attachment____ in which among other things Denver Water will: a. Make available to Grand County from the Moffat System 1,000 acre feet of water for environmental purposes and any incidental recreational benefits (“Fraser 1,000 af”) under Article III.E.10; b. Make available to the Water Users from the Moffat System an additional 375 af 1 of water (“Additional Bypass Water”) under Article III.E.20; and c. Allow the GCMDRC to trade water it owns represented by shares in the Grand County Irrigated Land Company (Vail Ditch Water) which can be stored in Meadow Creek Reservoir using the Moffat System under Article III.E.21. 3. As part of the CRCA, Denver Water, Grand County, and others will enter into an Agreement for Learning by Doing Cooperative Effort (“Cooperative Effort”), attached hereto as Attachment____, which is a cooperative, iterative and on-going process to maintain, and when reasonably possible, restore or enhance the stream environment in in the Fraser River Basin and in the mainstem of the Colorado River from Granby Reservoir downstream to Kremmling. Decisions and operations under the Cooperative Effort are through the Management Committee. The initial Management Committee comprises Grand County, Colorado River Water 1 Of the 375 af, 100 af has been allocated to Winter Park Recreation Association. The remaining 275 af has been allocated equally among the remaining Water User (Winter Park Water and Sanitation District, Grand County Water and Sanitation District No. 1, Town of Fraser, and Town of Granby) for 68.75 af each. Conservation District, Middle Park Water Conservancy District, Denver Water, and Trout Unlimited. 4. The Water Users, GCMDRC and Denver Water have entered into the 2012 Grand County Water Users’ Operating Plan (“2012 Operating Plan”) attached hereto as Attachment ____ which describes among other things how water made available from the Moffat System and detailed in 1.b. and 1.c. above will be delivered to meet existing obligations and Clinton Agreement obligations. The 2012 Operating Plan establishes a committee (“Water Users Committee”), to among other things, coordinate deliveries among the Water Users and GCMDRC, communicate with Denver Water, and provide for operations and accounting of the water provided by Denver Water. 5. The purpose of this Agreement is to integrate the activities of the Management Committee under the Cooperative Effort with the activities of the Water Users Committee under the 2012 Operating Plan, so as to facilitate the optimum benefit of the Fraser 1,000 af, the Additional Bypass Water, and the Vail Ditch Water in a manner that meets the objectives of each agreement and in times of water shortages. AGREEMENT In consideration of the rights, obligations and mutual benefits herein, the Parties agree: Integration of 2012 Operating Plan and CRCA 1.. The Management Committee of the Cooperative Effort can decide to invite others to be members of the Management Committee. Unless and until the Water Users Committee is invited to be a member of the Management Committee, it will serve as an advisor to the Management Committee to assist in coordination of the releases of water and use of water, and to provide information concerning water operations. In general the 2012 Operating Plan will guide the manner of operations for the Water Users and GCMDRC. The Parties recognize that any decision to add members to the Management Committee is by consensus, with consideration being given to the resources and contributions other potential members may provide to the Cooperative Effort. Unless and until the Water Users Committee has a representative on the Management Committee, the Water Users Committee shall appoint a representative to serve as the liaison between the Management Committee and the Water Users Committee who will communicate and coordinate with the Management Committee as frequently as is deemed necessary by the Parties concerning the Management Committee’s decisions on deliveries, operations, management, and accounting of the water made available by Denver Water. The Parties will share water accounting information including type of water and point of delivery. Priorities UnderWater Shortages 2.. Generally, it is anticipated that the recipients of water made available by Denver Water pursuant to existing obligations, the Clinton Agreement, and the CRCA will request such water at different times of year in different locations thereby minimizing conflict over physical water supply. After the Minimum Bypass Flows have been provided as described in Paragraph 4(d) of the Clinton Agreement and in Article III.E.12 of the CRCA, the Parties agree to manage the water under hydrologic conditions when the physical 2 supply of water is not available at all desired times and locations, and in the amounts requested as follows: a.The Parties will work in good faith to reduce conflict for the available water through integration of the needs of the Parties pursuant to the 2012 Operating Plan and the CRCA. b.If conflict for available water cannot be avoided, then the Parties agree to the following priorities: (1)Existing Contract Water (as defined in the 2012 Operating Plan), Reservoir Yield, Bypass Water, Additional Bypass Water and Vail Ditch Water will be allocated in accordance with paragraphs 3.A and B of the 2012 Operating Plan. (2)Existing Contract Water (as defined in the 2012 Operating Plan), Reservoir Yield and Bypass Water shall be given priority over the Fraser 1,000 af. (3)The Fraser 1,000 af shall be given priority over Additional Bypass Water and Vail Ditch Water except that Grand County will not request releases of the Fraser 1,000 af in such amounts, at such times, or at such locations that would interfere with use of Additional Bypass Water or Vail Ditch Water for municipal use, or of the Additional Bypass Water for snowmaking purposes during the snowmaking season as such season may vary from year to year. Water Rights Adjudications and Participation in Consensus Building Process 3.. Grand County agrees not to seek water rights for the Fraser 1,000 af senior to the Existing Contract Water, Reservoir Yield and Bypass Water rights adjudicated by certain Water Users pursuant to the Clinton Agreement. In addition, in order to pursue administrative and/or judicial approvals of water obtained under the CRCA, Grand County agrees to participate in the consensus building process set forth in paragraph 13 of the 2012 Operating Plan. In the event that the consensus described therein cannot reasonably and in good faith be achieved or approval of Water Court applications cannot be obtained, Grand County may thereafter pursue any alternative available to it so long as it does not attempt to obtain a priority different or inconsistent with the priority scheme set forth herein. Grand County Shared Use of Bypass Structures. 4.To the extent that Grand County seeks to utilize any new or modified bypass or delivery structures in order to allow for accurate deliveries of water under the CRCA, Grand County agrees to participate in the procedures and cost allocations set forth in paragraph 5 of the 2012 Operating Plan. In addition, to the extent Grand County seeks to jointly utilize an existing bypass or delivery structure, it shall be permitted to do so provided that (i) water is allocated pursuant to the priority scheme set forth in paragraph 2 above, and (ii) operation and maintenance costs shall be shared by all parties using a structure in proportion to their respective annual water entitlement from such structure. To the extent Grand County initially pays for a bypass or delivery structure, the other parties hereto shall be permitted to use such bypass or delivery structure on the same terms and conditions set forth in this paragraph 4. 3 GRAND COUNTY By: WINTER PARK RECREATIONAL ASSOCIATION By: WINTER PARK WATER AND SANITATION DISTRICT By: GRAND COUNTY WATER AND SANITATION DISTRICT NO. 1 By: TOWN OF FRASER By: TOWN OF GRANBY By: GRAND COUNTY MUTUAL DITCH AND RESERVOIR COMPANY By: 4 COLORADO RIVER COOPERATIVE AGREEMENT This Agreement is entered into among the following listed Signatories, to become effective upon the first business day at least seven days after the last Signatory has signed this Agreement. The Effective Dateof this Agreementis the ______ day of ________________, 20___. City and County of Denver, acting by and through its Board of Water Commissioners (Denver Water) Boardof County Commissioners of EagleCounty Boardof County Commissioners of Grand County Boardof County Commissioners of Summit County Colorado River Water Conservation District Middle Park Water Conservancy District Clinton Reservoir Company Eagle Park Reservoir Company Eagle River Water and Sanitation District Upper Eagle Regional Water Authority Grand Valley Water Users Association Orchard Mesa Irrigation District Ute Water Conservancy District Palisade Irrigation District Mesa County Irrigation District Grand Valley Irrigation Company City of Glenwood Springs City of Rifle Cover Page COLORADO RIVER COOPERATIVE AGREEMENT ARTICLE I Limitations on Denver Water’s Water Supply Obligations A.Geographic Limit on Service Area. All water available to Denver Water under its existing absolute and conditional water rights listed in Attachment A (“Attachment A Rights”) shall be used within the City and County of Denver and Denver Water’s current Service Area described in Attachment B (“Service Area”), except as provided in Article I.B. The Service Area shall not be expanded beyond the boundaries depicted in Attachment B. B.LimitsonUse of Attachment A WaterRights Outside Service Area. 1.Fixed-Amount Contracts.The AttachmentA Rights may be used outside the current Service Area to provide up to 67,927 acre-feet of water under the existing contracts listed in Attachment C(“2010 Contracts”).In addition, Denver Water may enter into contracts to deliver an additional 4,000 acre-feet of water annually to be used in new permanent contractual arrangement not listed in Attachment C. Of the 67,927 acre-feet currently obligated under 2010 Contracts, Denver Water may transfer up to 45,000 acre-feet from a pre-existing water delivery obligation under a 2010 Contract to a different recipient under a new permanent contract (“Future Contract”), subject to the following limitations. a.Previously Delivered Water. The amount of water transferred to a Future Contract recipient must fall within the volume of water previously delivered to the 2010 Contract holderduring a prior calendar year, and Denver Water’s obligation to the 2010 Contract holdermust be reduced by a like amount. Some 2010 Contracts include an amount of water not previously delivered by Denver Water (“Unused 2010 Water”) A 2010 Contract holdermay not substitute Unused 2010 Water for transferred water. The 2010 Contract holder may access the volume of Unused 2010 Water only at a rate equivalent to growth in demand in the holder’s service areaafter the date of the transfer. b.Future Contract Service Area.The service area of any Future Contract recipient must be located in Adams, Arapahoe, Broomfield, Douglas or Jefferson County. 1 c. Drought Reductions. All Future Contracts must provide for reductions in deliveries during such times as Denver Water imposes mandatory water use restrictions as part of a drought response program. d.Reuse Under Future Contracts. If the 2010 Contract did not expressly grant to the recipient of the water the right of reuse or successive use, then the Future Contract may grant the right of reuse and successive use of the transferred water only if such reuse is subject to the provisions of Article I.B.2.e and Article II. Nothing in this paragraph shall prevent a recipient of a Future Contract from making an initial fully consumptive use of the transferred water that will not generate effluent or return flows. e.Recycle Water Contracts. Any water transferred from one of the Recycle Water contracts listed on Attachment Cshall retain recycled water as the source of water delivered under the Future Contract. f. Payment of West Slope Charge.As a condition of receiving water under aFuture Contract, anyFuture Contract holdershallenter into a West Slope Charge Agreement in substantially the form of Attachment D, and shallpayaWest Slope Chargeof 12.5%. g.Prohibition on Seeking West Slope Supplies. Any recipient of water under a Future Contract must agree to comply with the Abstention Provisions. 2.Other Contractual Water Supply Obligations.Some of Denver Water’s supply obligations to entities or areas outside the Service Area present unique circumstances or opportunities and are not included within the volumetric limit established in Article I.B.1. Denver Water may use the Attachment A Rights outside the Service Area to provide water under the following circumstances: a.Obligations to Littleton under Littleton’s Total Service Distributor Contract dated March 9, 2011. b.Water to be provided to Public Service Company and to West Slope entities in the event of a relaxation of the Shoshone Call under the provisions of the 2007 Shoshone Agreement or the provisions of Article VI of this Agreement. c.Use of Denver Water’s water rights on the West Slope: (1) for beneficial use by the West Slope entities; or (2) to meet regulatory obligations required for Denver Water’s operations or projects; or (3) for other purposes specificallyauthorized under this Agreement. 4/19/2012 2 d.Water delivered from the potable water distribution system at Denver International Airport that would otherwise need to be discharged from the system to maintain the chlorine residual and avoid nitrification within the potable water system. e.Reusable return flows in excess of Denver Water’s obligations under Article II or not committed to a 2010 Contractmay be used in Joint Use Projects,subject to the following limitationsin this subsection. The use of reusable return flows under this section does not in any way diminish Denver Water’s obligations under Article II. As a condition of such use, East Slope lessees or purchasers of Denver Water's reusable return flow for use outside the Service Area: i. Shallenter into a West Slope Charge Agreement in substantially the form of Attachment D, and shallpay aWest Slope Chargeof 12.5%. ii. Must comply with the Abstention Provisions. iii. Will maximize using best efforts the reuse or successive use of reusable water available to them. iv. Will adopt and implement a conservation plan that would achieve results similar or proportionately the same as Denver Water's. 3.Deliveries ofWater on a Temporary Basis. Denver Water may use the Attachment A Rights to deliver water on a temporary basis outside the Service Area, as limited by the following provisions. a.For spot sales, subject to the following limitations: i.Definition. The definition of a spot sale for purposes of this agreement is a lease of water available to Denver Water on a sporadic basis as a result of temporary hydrologic conditions or operational constraints, which is delivered to the recipient over a period no longerthan 14 consecutive days. ii.Holiday Restrictions: Spot sales of Blue River water will not be made for use during the Memorial Day, Fourth of July and Labor Day weekends. For purposes of this paragraph 11, Memorial Day and Labor Day weekends means Friday, Saturday, Sunday and Monday of that holiday. Fourth of July weekend means (1) if the holiday falls on a Thursday then the weekend is Thursday, Friday, Saturday, and Sunday; (2) if the holiday falls on either Friday, Saturday, Sunday, or Monday, then the weekend is Friday, Saturday, Sunday, and Monday; (3) 4/19/2012 3 if the holiday falls on a Tuesday then the weekend is Saturday, Sunday, Monday, and Tuesday; and (4) if the holiday falls on a Wednesday, then the weekend is only on Wednesday. iii.Reservoir Level Restrictions: Spot sales of Blue River water will be made only when: (1) the Dillon Reservoir lake level is projected to be at or above the Frisco Marina elevation from June 18 to Labor Day weekend, and will not be reduced below that elevation as a result of thespot sales. For purposes of this paragraph 11, the Frisco Marina elevation means the elevation at which the Frisco Marina can be fully operational. At the time of execution of this agreement, the Signatories agree that the Frisco Marina elevation is 9012. However, Summit County and Denver Water may later agree that a lower elevation has become suitable as the result of physical changes to the Marina or the Reservoir. If Denver Water makes a spot sale of Blue River water during the runoff season priorto June 18 based on projections of reservoir level, and the reservoir level fails to reach the Frisco Marina elevation by June 18 or falls below that elevation prior to Labor Day, then Denver Water will forfeit the revenue received from the spot sale and deposit an equivalent amount into the West Slope Fundfor water supply and water quality projects. iv.Dillon Outflow Restrictions. Spot sales of Blue River water will not be made: a)From Memorial Day weekend to the end of July, if outflow from Dillon Reservoir is less than 300 cfs during any diversion and delivery of spot sale water; or b)At other times of the year, if outflow from Dillon Reservoir is less than 100 cfs during any diversion and delivery of spot sale water. v.Limit on Temporary Water Deliveries. The total combined volume of all spot sales and temporary leases of water resulting from the Attachment A Rights will not exceed a three-year running average of 7,300 acre feet,with an annual maximum of 12,300 acre-feet in a given year. vi.Payment by Recipients. Purchasers of spot sale water shall enter into a West Slope Charge Agreement in substantially the form of Attachment D, and shall pay aWest Slope Chargeof 4/19/2012 4 15%. vii.Shoshone Call Restriction. Spot sales will not be made when the senior Shoshone call is subject to relaxation under the provisionsof the 2007 Shoshone Agreement or the provisions of Article VI.Eof this Agreement. b.For temporary leases, subject to the following limitations: i.The definition of temporary leases for purposes of this agreement is a lease of water for a duration not to exceed five consecutive years. ii.Any lessee would be limited to no more than five years of water delivery in any ten year period under one or more temporary leases. iii.The total volume of spot sales and temporary leases of water from west slope sources will not exceed 3,300 acre-feet in any given year. iv.The total combined volume of all spot sales and temporary leases of water resulting from the Attachment A Rights will be limited as described in paragraph I(B)(3)(v). v.Lessees shallenter into a West Slope Charge Agreement in substantially the form of Attachment D, and shallpay aWest Slope Chargeof 15%. vi.All temporary leases must provide for reductions in deliveries during such times as Denver Water imposes mandatory water use restrictions as part of a drought response program. 4.WISE Partnership Agreement.The Attachment A Rights may be used to provide water under the WISE partnership agreement with the City of Aurora and the South Metro Water Authority, so long as the use of the rights is otherwise authorized under this Article I.B, and subject to the following limitations: a. The recipients of WISE water shallenter into a West Slope Charge Agreement in substantially the form of Attachment D, and shall pay a West Slope Charge of 12.5% on all water provided by Denver Water, regardless of which provision of Article I.B authorizes the use. b.The recipients of WISE water must comply with the Abstention Provisions. 4/19/2012 5 c. The recipients of WISE water must maximize using best efforts the reuse or successive use of reusable water available to them. d.The recipients of WISE water must adopt and implement a conservation plan that would achieve results similar or proportionately the same as Denver Water's. C.Other Water Rights. 1.Joint Use Projects. Denver Water may use its existing East Slope water rights listed in Attachment Ein Joint Use Projectson the Front Range, so long as such use of the water rights does not result in a decrease in the supply of water available to Denver Water under the Attachment A Rights or in an increase in diversions of waterby participants in the Joint Project, including Denver Water,from the West Slope to the East Slope.Participants in these projects mustagree tocomply with the Abstention Provisions. 2.New East Slope Water Rights. Denver Water may use outside the Service Area any water made available: (a)as aresult of East Slope water rights appropriated or acquired after execution of this Agreement or (b) by means of contractual arrangements with East Slope entities entered into after execution of this Agreementinvolving East Slope water rights.Such use of thewater shallnot result in a decrease in the supply of water available to Denver Water under the Attachment A Rights, or in an increase in diversions of water by participants in the project, including Denver Water, from the West Slope to the East Slope. . 3West Slope Water RightsAfter the Effective Date of this Agreement, Denver Water will not seek to: (a) develop any of its Division 5 water rights listed in Attachment E; or (b)create any new depletion,not caused by the exercise of the Division 5 water rights listed in Attachment A,from the Colorado River and its tributaries,for diversionto the East Slope; or (c) acquire any water right on the West Slope that would increase the yield Denver Water currently calculates based on thefull useof theDivision 5 water rights listed in Attachment A,without the prior approval of the River District and the County Commissioners for each county in which anew facilitywould be located or in which anew water right would be exercised. DenverWater will not seek to appropriate or acquire any other water right on the West Slope, withoutfirst consultingin good faith with potentiallyaffected 4/19/2012 6 West Slope Signatoriesin order to identify and attempt to mitigate any potentialadverse effectonWest Slope interests, subject to the other provisions of this Agreement.The West Slope Signatories reserve the right to oppose any suchdevelopment,appropriation or acquisition of water rightsin water court, permit proceedings, or other forums. 4/19/2012 7 ARTICLE II Denver Water’s Conservation and Reuse Commitments A.Reuse of Blue River Water. Denver agrees to reuse its Blue River water and other lawfully available reusable water through exchanges into its South Platte diversion and storage facilities and through its recycled water treatment plant that provides water for nonpotable purposes. For use within the Service Area and to provide up to 6,400 acre-feet of recycled water outside the Service Area under the Recycle Water contracts listed in Attachment Cor Future Contracts resulting from the transfer of those contracts pursuant to ArticleI.B.1, Denver Water will fully construct its recycled water system with the capacity to provide 17,500 acre-feet annually and will 1 maximize its exchanges within legal and water availability constraints.To achieve this level of reuse, Denver Water will complete construction of at least 30,000 acre- 2 feet of gravel pit storage or other functionally equivalent storage.The fully constructed recycled water plant is scheduled to be operational in 2020. The 30,000 acre-feet of gravel pit storage is also anticipated to be completed in 2020. However, the timing of development of gravel pit storage is directly related, in part, to the need for aggregate for construction purposes in the metro area, and is not within Denver Water’s control. Denver Water commits to construct sufficient infrastructure to achieve the volumes listed in this paragraph subject to the uncertainties of timing described in this paragraph. B.Conservation Plan. Denver Water’s 1996 IRP predicted that 29,000 acre-feet of water could be saved through active conservation efforts by 2045. In 2006, the Denver Water Board mandated an accelerated conservation program to accomplish that level of savings by the end of 2016. Denver Water agrees to continue to implement its existing conservation program described in Attachment Fto achieve the savings of 29,000 acre-feet contemplated by the 1996 IRP, in addition to natural replacement, consistent with its goal of achieving the targeted savings by the end of 2016. (It is often not possible to measureprecisely the volume of water saved as a result of a specific action, e.g., requiring soil amendment, but Denver will implement the ï The volume of water that can be reused is determined by legal, regulatory and hydrologic conditions that vary significantly from year to year and over time, and may be fundamentally different in the future. Over the past 20 years with an annual average demand of 285,000 acre-feet, Denver Water’s reuse by exchange and replacement has averaged 16,300 acre-feet per year, with a maximum of 29,900 acre-feet and a minimum of 5,800 acre-feet. With regard to future exchanges, Denver Water’s computer simulation model predicts that, with an annual average demand of 345,000 acre- feet and completion of the storage described in this Article II.A, the annual average for exchanges and replacement will be 38,000 acre-feet. These modeled predictions are based on historic hydrology, past administrative practices and numerous operational assumptions, and consequently may not be construed as any sort of mandated or targeted operational requirement. î If Denver Water’s water rights cannot be exercised as anticipated to operate exchanges, making a portion of the proposed 30,000 acre-feet of storage not useful in maximizing Denver Water’s exchanges, then Denver Water will notify the West Slope Signatories and identify the functionally equivalent storage, other infrastructure, or other means that it proposes to utilize to maximize its exchangesand the parties shall discuss in good faith whether to modify the provisions of this Article II.A. 4/19/2012 8 conservation measures necessary to result in the volume of savings described in this paragraph.) Denver Water will inform the West Slope Signatories in an annual progress report if it decides to substitute a different conservation measure than the ones listed in Attachment F. Once Denver Water determines the conservation goal has been met, it will retain a reputable and qualified third party to confirm that the methodology used to quantify savings was reasonable. If the third party determines the methodology was not reasonable, Denver Water will correct the identified defects in the methodology, and if necessary, undertake additional conservation measures to achieve the goal. C.Commitment to Additional Efforts. In addition to taking actions necessary to achieve the results described in Articles II.A and II.B, Denver Water agrees to develop, for use within the Service Area and to satisfy the obligations listed in Article I.B, an additional 10,000 acre-feet on an average annual basis through reuse, including use of reusable sources of water for augmentation, and/or conservation measures not described in Articles II.A and II.B. The development of the additional 10,000 acre- feet will commence no later than the completion of the efforts described in Articles II.A and II.B, and are anticipated to be completed by the end of calendar year 2030. Once Denver Water determines the additional 10,000 acre-feet has been attained, it will retain a reputable and qualified third party to confirm that the methodology used to quantify the attainment was reasonable. If the third party determines the methodology was not reasonable, Denver Waterwill correct the identified defects in the methodology, and if necessary, undertake additional reuse or conservation measures to achieve the goal. 4/19/2012 9 ARTICLE III Denver Water’s Other Commitments A.General 1.Denver Water agrees to make a good faith effort to identify which of its West Slope conditional water rights might be needed and to abandon those conditional water rights that it deems are not needed. 2.As used in this Article III, “Resolution of Blue River Decree Issues” means the entry of final judgments and decrees no longer subject to appeals which make absolute 654 cfs in 06CW255, Water Division 5, and in 49-cv-2782, U.S. District Court, and 141,712 acre-feet in 03CW039, Water Division 5, in accord with the Amended Application to Make Absolute, filed with the court on February 16, 2006. 3.Use of Denver Water’s Water Rights on West Slope. a.Denver Water will be responsible for providing substitution water and power interference charges to Green Mountain Reservoir and replacement water to other senior downstream water rights as necessary to ensure that West Slope recipients of the water provided by Denver Water under this Article III may use the water as provided in this Agreement. b.The signatories to this Agreement will cooperate to obtain such court decrees and approvals as are necessary to ensure that DenverWater’s water that is made available to West Slope users under this Agreement, the 1985 Summit Agreement and the 1992 Clinton Agreement may be used on the West Slope for all uses, including but not limited to, fully consumptive uses, reuse and successive uses. 4.Replacement Water. Certain provisions of this Article III requirerecipients of water deliveries from Denver Water to make available to Denver Water “Replacement Water.” Replacement Water maybe made available to Denver Water from Green Mountain Reservoir, Wolford Mountain Reservoir, West Slope supplies of Windy GapProjectwater, watermade available to the West Slope from relaxation of the Shoshone Call pursuant to the 2007 Shoshone Agreement or the provisions of Article VI.E,water stored in Old Dillon Reservoir, water made available to West Slope water users pursuant to the 2003 Colorado Springs Substitution Agreement including return flows of such water, decreed consumptive use credits and reusable return flows, water diverted from Straight Creek into Dillon Reservoir by Summit County users, or any other substitution source reasonably acceptable to the Bureau of Reclamation and the Signatories. Where Replacement Water is required, Denver Water’s delivery of water is contingent upon the Replacement Water 4/19/2012 10 being on hand and physically and legally available for Denver Water’s use for substitution purposes and will be provided to DenverWaterfor each acre foot of water delivered. 5.Escalation. The amounts of money that Denver Water is committed to pay under this Article III will be subject to escalation beginning on the fourth anniversary of the Effective Date of this Agreement, based on changes in the Consumer Price Index for All Urban Consumers (“CPI-U”) for the Denver- Boulder-Greeley Metropolitan Area. B.Summit County –Blue River 1.Payment by Denver Water. $11 million will be paid by Denver Water, subject to the terms set forth below. 2.Waste Water Treatment Plant Fund. $1 million of the $11 million shall be deposited into an interest-bearing fund to offset the impacts of lower Dillon Reservoir levels orreduced outflows from Dillon Dam on permitted wastewater dischargers in Summit County. 3.Environmental Enhancement Fund. $1 million of the $11 million shall be deposited into an interest-bearing fund to be used as 50% matching funds for Environmental Enhancement projects in Summit County. The Environmental Enhancement projects shall be selected by a committee composed of one representative from each of the five entities listed in Article III.B.4 below. If these entities cannot unanimously agree on a project or projects, then each entity will be entitled to use one-fifth of the funds for a 50% match for an Environmental Enhancement project selected by that entity. 4.Payments for Projects in Summit County. $9 million of the $11 million will be distributed infive equal shares to the following entities to offset the costs of the projects listed in Attachment G: Town of Dillon/Joint Sewer Authority Town of Silverthorne/Joint Sewer Authority Town of Frisco/Frisco Sanitation District Town of Breckenridge Summit County/other water districts listed in Attachment G 5.Reallocation of Funds. Denver Water will not object to the reallocation of the $9 million as may be agreed by these entities, and these entities will determine the allocation of these funds for the projects described in Attachment Gwithout restrictions imposed by Denver Water. Funds can be used to reimburse the sponsoring entity for project costs incurred before the funding is to be provided by Denver Water under Article III.B.6 below. 4/19/2012 11 6.Timing of Payments. The schedule for payment of the $11 million is as follows: a.$4.5 million of the $9 million described in Article III.B.4 above within one year of Resolution of Blue River Decree issues. b.$4.5 million of the $9 million described in Article III.B.4 above within six months upon Issuance and Acceptance by Denver Water of Permits Necessaryfor the Moffat Project. c.The $1 million for Environmental Enhancements under Article III.B.3 will be deposited into the interest-bearing fund at the time of execution of the Agreement. These funds would be immediately available as matching funds whenever an Environmental Enhancement project is selected pursuant to Article III.B.3. d.The $1 million dedicated toassisting wastewater treatment plants under Article III.B.2 will be deposited into the interest-bearing fund at the time of execution of this Agreement. Those funds will be available as needed for the purposes described in Article III.B.2. 7.250 Acre Feetof Dillon Storage Water. Upon Resolution of Blue River Decree Issues, Denver Water will provide an additional 250 feet per year of water fromDillon Reservoirwith a yield as reliable as the yield available to Denver Water at Dillon Reservoir. This waterwill be allocated as follows: Town of Silverthorne=60 acre feet Summit County=56 acre feet Snake River Water District=45 acre feet Town of Dillon=45 acre feet Copper Mt. Metro District=29 acre feet Dillon Valley Metro District=15 acre feet There shall be no Replacement Water or other compensation for this Dillon storage water. 8.Montezuma Shaft. a.Denver Water is willing to consider, on a case-by-case basis,use of the Montezuma Shaft by the Snake River Water District, East Dillon Water District and Summit County Government on a space available basis when the Roberts Tunnel is operating.Any such future use will be subject to written acknowledgement by all water users that the supply is interruptible and will be subject to Denver Water’s ability, 4/19/2012 12 in its sole discretion, to take the Roberts Tunnel out of service for maintenance, inspection and operational needs. b.Any water resulting from use of the Montezuma Shaft as described in the preceding paragraph will come out of the users’ allocations of water under the 1985 Summit Agreement, the 1992 Clinton Agreement or this Agreement. 9.Old Dillon Reservoir. Denver Water will not object to the construction and operation of Old Dillon Reservoir in accordance with permits issued by the U.S. Forest Service and U.S. Army Corps of Engineers. Nothing herein shall be construed as a subordination to the operation of this project of any of Denver Water’s decreed water rights and exchanges. Upon execution of the agreement between Denver Water andOld Dillon Reservoir Water Authority, Denver Water will withdraw its statements of opposition to all pending Old Dillon Reservoir water court applications by Summit County and Towns of Dillon and Silverthorne. 10.Dillon Reservoir Levels. Denver Water agrees to use its best efforts to maintain the water level of Dillon Reservoir for recreational and aesthetic purposes at or above 9012 feet in elevation, above mean sea level, from June 18 to Labor Day of each year. This is a target elevation that may not be achieved, depending upon various factors, and is subject to Denver Water’s water supply obligations. Under the Blue River Decree, Denver Water’s diversions are limited to municipal purposes only. Denver Water will continue to comply with the Blue River Decree and to operate the Roberts Tunnel to meet its water supply obligations and not solely for recreational or hydropower purposes. 11.Town of Frisco. Denver Water has allowed the Town of Frisco to use its Future Dillon Water under the 1985 Summit Agreement as a source of augmentation supply for snowmaking at its winter sports area pursuant to the Future Dillon Water Agreement dated November 18, 2009 between Denver Waterand Frisco. Denver Water and Frisco agree to participate in a joint study on the amount and timing of snowmaking return flows from the winter sports area and to cooperate in maximizing the amount of snowmaking return flows in any Water Court proceeding. 12.Additional Exchanges. Denver Water will allow additional exchanges through Dillon Reservoir for the benefit of Summit County users, so long as Denver Water’s firm yield is kept whole, such exchanges do not interfere with Denver Water’s operations, and Denver Water is afforded an opportunity to protect its interests in any legal or administrative proceeding. 4/19/2012 13 13.Temporary Storage. At its sole discretion, Denver Water will allow Summit County entities to temporarily store additional water in Dillon Reservoir on a space available basis. 14.Additional 1493 Acre Feet. a.Upon resolution of Blue River Decree issues, Denver Water will provide to the entities listed below 1493 acre feet per year from Dillon Reservoirwith a yield as reliable as the yield available to Denver Water at Dillon Reservoir. This water shall be made available directly in Dillon Reservoir each year or, at the option of an individual recipient, the portion of this water to which the recipient is entitled shall be provided in Clinton Gulch Reservoir(the Clinton Bookover Water”)in lieu of an equal amount of water that would be available to such recipient in Dillon Reservoir, by operating Denver Water’s Blue River Diversion Project water rights to allow storage of the Clinton Bookover WaterinClinton Reservoir.In the event Denver Water does not have an account balance in Clinton Gulch Reservoir pursuant to the terms of the 1992 Clinton Agreement, the Clinton Bookover Water shall be booked over to the recipient from water in storage in Clinton Gulch Reservoir,pursuant to separate operating procedures to be agreed upon by Denver Water and the Reservoir Company.In the event Denver Water has an account balance in Clinton Reservoir pursuant to the terms of the 1992 Clinton Agreement, the Clinton Bookover Water shall be booked over to that recipient from Denver Water’s account in Clinton Gulch Reservoir. Any Clinton Bookover Water may not be carried over in Clinton Gulch Reservoir from year to year.Such water will be allocated as follows: -Vail Summit Resorts (Keystone) = 302 acre feet (1) -Unallocated future supply pool = 175 acre feet (2) -Copper Mountain Resort = 142 acre feet (1) -Town of Silverthorne = 140 acre feet -Summit County = 134 acre feet -Vail Summit Resorts (Breckenridge) = 126 acre feet (1) -Town of Breckenridge = 108 acre feet (3) -Town of Dillon = 105 acre feet -Snake River Water District = 105 acre feet -Copper Mountain Metropolitan District = 69 acre feet -Arapahoe Basin Ski Area = 52 acre feet (1) -Dillon Valley Metro District = 35 acre feet 1 This water may be used for snowmaking purposes and is entitled to a snowmaking ratio of not more than 5 to 1 (or such other ratio based on the amount of credited snowmaking return flows established by subsequent 4/19/2012 14 decrees.) Denver Water and each ski area agree to participate in joint studies on the amount and timing of snowmaking return flows from each ski resort using the foregoing water, and to cooperate in maximizing the amount of snowmaking return flows in any Water Court proceeding. The combined volume of water for snowmaking amounts under this Article III, excluding snowmaking by the Town of Frisco under Article III.B.11, and the 1992 Clinton Agreement shall not exceed the 6000 acrefeet limit on snowmaking water contained in the 1992 Clinton Agreement. 2 The unallocated pool will be administered by a board consisting of one representative from the Towns of Breckenridge, Dillon, Frisco and Silverthorne and the Summit County Commissioners 3 A portion of this water is entitled to the snowmaking ratio described in note 1 above. Denver Water and the ski area agree to participate in a joint study on the amount and timing of snowmaking return flows from the ski resort, and to cooperate in maximizing the amount of snowmaking return flows in any Water Court proceeding.The combined volume of water for snowmaking amounts under this Article III, excluding snowmaking by the Town of Frisco under Article III.B.11,and the 1992 Clinton Agreement shall not exceed the 6000 acre feet limit on snowmaking water contained in the 1992 Clinton Agreement. b.The recipients of this water shall provide to Denver Water Replacement Water for each acre foot of the yield water.The ratio shall be 1 acre foot of Replacement Water for each acre foot of water delivered above or into Dillon Reservoir and 1.4 acre feet of Replacement Water for each acre-foot made availablebelow Dillon Reservoir. c.The Summit County users shall be responsible for accounting for the use of all water provided by Denver Water under this Agreement. This accounting will be coordinated by a single engineering firm with accounting under the 1985 Summit Agreement and the 1992 Clinton Agreement. 15.Place of Use. The placeof use of any of the water provided under this Article III.B will be a matter of internal agreement among Summit County water users and will not be limited by Denver Water, providedthat any water booked over to Denver Water under the 1992 Clinton Agreement will be retained in Clinton Reservoir. 16.Dillon Bypass Flows. Denver Water’s release of water from Dillon Reservoir is subject to the terms of its 1966 right-of-way from the Department of Interior for Dillon Reservoir. Upon resolution of Blue River Decree issues, Denver Water agrees: (1) to waive its right to reduce releases 4/19/2012 15 under section 2 (C) of the 1966 right-of-way; and (2) to add the following new limitation upon its ability to reduce releases in addition to the conditions described in the right of way: Denver Water will not reduce releases below those required by section 2 (A) of the right of way unless an emergency declaration banning residential lawn watering during the irrigation season is in force within its Service Area. Nothing herein shall alter or amend Denver’s ability to reduce bypasses under paragraph 2(A) of the right of way during an emergency or during temporary periods of time involving maintenance or repairs on the water facilities involved. Nothing herein shall alter or amend any other obligation of Denver Water with respect to releases from Dillon Reservoir, including, without limitation, the terms of the Record of Decision for the Wolford Mountain (Muddy Creek) Reservoir; the Memorandum of Agreement among the U.S. Bureau of Reclamation, Northern Colorado Water Conservancy District, Colorado River Water Conservation District, and Denver Water dated December 30, 1991, regarding substitutions from Wolford Mountain Reservoir (MOA No. 2-AG- 60-01550); the decree in Case No. 91CW252,Water Division No. 5 (also entered in Consolidated Case Nos. 2782, 5016, and 5017, U.S. District Court, District of Colorado); and the 1992 Clinton Agreement. 17.Silverthorne’s Dillon Storage Water. Upon resolution of Blue River Decree issues, Denver Water and Summit County will amend the 1985 Summit Agreement to eliminate the current restrictions on the use of the 300 acre feet of Dillon Storage Water made available to the Town of Silverthorne. A form of the revisions to the 1985 Summit Agreement to accomplish this result is attached as Attachment H. The Silverthorne RICD will not be used to prevent or otherwise limit the exchange or substitution of any replacement or exchange water into Dillon Reservoir under this Agreement, the 1985 Summit Agreement or the 1992 Clinton Agreement. 18.Colorado Springs Substitution Agreement. Denver Water will agree to support extension of the Colorado Springs substitution agreementadjudicated in Case No. 03CW320, Water Division 5, as long as it is in substantiallythe same form as the present agreement. C.Clinton Reservoir Agreements. 1.Upon the execution of this Agreement, the 1992 Clinton Agreement shall be amended to add a new whereas clause after the second whereas clause to read as follows: Whereas, by decree of the District Court in and for Water Division No. 5, State of Colorado, in Case No. 98CW57, Clinton Reservoir was granted a Use Enlargement and Second Filling in the amount of 4,250 acre feet for domestic, municipal, industrial, snowmaking, recreation, fish and wildlife 4/19/2012 16 propagation and augmentation purposes, both on the eastern and western slopes of Colorado, and an application is pending in Case No. 06CW252 for Clinton Gulch Reservoir 1st Enlargement and Refill Right for an additional 210 acre feet. All references to Clinton Reservoir herein collectively refer to the storage rights decreed in Case Nos. W-2559, 98CW57 and 06CW252; 2.Upon the execution of this Agreement,paragraph 1(b)of the 1992 Clinton Agreement shall be amendedto read as follows: (b)Clinton Reservoir will retain for the uses set forth in paragraph 1(c) below any water stored in an accounting year if an allowable fill occurs. An allowable fill occurs each year except: (i) when Green Mountain Reservoir does not fill under its own right and the Water Board is required to provide substitution water to Green Mountain Reservoir in order to retain water diverted at Dillon Reservoir; or (ii) when the contents of Dillon Reservoir are less than 100,000 acre feet on August 1 for reasons other than the Water Board’s maintenance or repair of its Dillon Reservoir facilities and the total combined contents of the Water Board’s Dillon, Gross, Cheesman, Eleven Mile and Antero Reservoirs are less than 51% of their total usablecapacity on August 1. Subject to the provisions of Paragraph 9 below, if an allowable fill does not occur in a given accounting year, the water stored in Clinton Reservoir during that accounting year will be credited to the Water Board’s account and retained in Clinton Reservoir until the contents of Dillon Reservoir as measured above the invert of the west portal of the Roberts Tunnel are 100,000 acre feet or less, in which event the water shall be released from Clinton Reservoir to Dillon Reservoir whenrequested by the Water Board, or until an allowable fill occurs, whereupon the Water Board’s account balance of water stored in Clinton Reservoir will be reset to zero. The release of the Water Board’s water stored in Clinton Reservoir shall be scheduledin such a manner as to meet the Water Board’s needs in a timely manner and also to avoid the erosion of the Clinton Canal. 3.Clinton Flood Control Exchanges. At its sole discretion, Denver Water will allow the Clinton Ditch & Reservoir Company to temporarily store Clinton Reservoir water released from storage for flood control purposes in Dillon Reservoir, limited to a space available basis, and to use the stored water as an exchange supply, pursuant to operating procedures to be agreed upon at the time of the proposed exchange. 4.Clinton Reservoir Dead Storage Pool. Upon execution of this Agreement, Denver Water and the Clinton Ditch & Reservoir Company will enter into the Interim Agreement regarding the Clinton Reservoir dead storage pool attached hereto as Attachment I. Upon Resolution of Blue River Decree Issues, Denver Water and the Clinton Ditch & Reservoir Company will enter 4/19/2012 17 into the permanent Agreement regarding the Clinton Reservoir dead storage pool attached hereto as Attachment J. The interim agreement will renew on a year-to-year basis so long as the Signatories are still engaged in efforts to achieve Resolution of Blue River Decree Issues. 5.Denver Water Opposition. Upon the execution of this Agreement, Denver Water will consent tothe decree in Water Division No. 5 Case No. 06CW252 attached hereto as Attachment Kfor a total reservoir capacity of 4460 acre feet which includes a dead storage pool of 801 acre feet. 6.Spillway Enlargement Water. Upon Resolution of Blue River DecreeIssues, Denver Water and the Clinton Ditch & Reservoir Company will modify their existing 1992 Clinton Agreement to add the spillway enlargement water (up to a maximum of 500 acre feet). The water from the total reservoir capacity, including the dead storage pool and spillway enlargement, will be allocated to existing shareholders of the Clinton Ditch & Reservoir Company on a pro rata basis as either fourth year supply, or one-third of that amount will be so allocated as an increase in the “Reservoir Yield” of Clinton Reservoir, as that term is defined in the1992 Clinton Agreement. . 7Upon the execution of this Agreement, paragraph 10(a) of the 1992 Clinton Agreement shall be amended to read as follows: (a) Whenever water cannot be diverted from the Snake River or its tributaries because of decreed instream flows, or the operation of the instream flow memorandum of agreement between Keystone Resorts Management, Inc. (“Keystone”) and the Department of Natural Resources, or the water quality of the Snake River,Keystone may pump up to 1500 acre feet of water from September 1of each yearto March 31 of the following year from the Montezuma Shaft of the Roberts Tunnel, subject to the provisions of this paragraph. D.Eagle County . 1.Any development and use of Wolcott Reservoir shall be in compliance with the terms of the settlement agreement between Denver Water and the Eagle River Water & Sanitation District and Upper Eagle Regional Water Authority andthe subsequent decrees in Water Division No. 5 Case Nos. 02CW125 and 07CW126. 2.Denver Water will not seek any new appropriation of water in the Eagle River basin or pursue or participate in any acquisition of water rights or any project that would result in any new depletion from the Eagle River basinwithout the prior approval ofthe Eagle County Commissioners,the River District,the Eagle Park Reservoir 4/19/2012 18 Company, the Eagle River Water & Sanitation District, and the Upper Eagle Regional Water Authority. In addition, the Abstention Provisions applied in Article I of this Agreement provide that any entity receiving water from Denver Water under any Future Contract or any contract for Reusable Return Flows will not seek any new appropriation of water, or pursue or participate in any project that would result in any new depletion from the Eagle River basin. 3.Denver Water will not oppose any future interconnect between Clinton and Eagle Park Reservoirs, provided that the water in Clinton Reservoir that has been booked over to Denver Water pursuant to the terms of the 1992 Clinton Agreement remains in Clinton Reservoir. 4.Upon execution of this Agreement, Denver Water will withdraw its pending motion and statement of opposition in Water Division No. 5 Case No. 02CW403. Grand Countyand Fraser, Williams Fork and Upper Colorado River Basins E. 1.General Provisions for Article III.E. a.Relationship to Moffat Project Permitting Process. Denver Water has applied for a permit for the Moffat Project from the Corps of Engineers (“COE”) under Section 404 of the Clean Water Act. The Moffat Project involves enlargement of Gross Reservoir located in Boulder County and the diversion of additional water from the Upper Colorado, Williams Fork and Fraser River watersheds in Grand County. Grand County is a consulting agency in that permitting process and has submitted comments to COE that are a part of the regulatory record. As part of the permitting process, the COE will approve a Mitigation Plandesigned toavoid, minimize, or mitigate any new impacts to the stream environment that mightbe caused by the Moffat Project. i.Mitigation.The provisions of this ArticleIII.E are not intended to define and do not substitute forthe Mitigation Plan that will be required byCOE.Denver Water will comply with the Mitigation Plan approved by COE in addition to fulfilling the commitments contained in this Article III.E.The funds committed by Denver Water in Articles III.E.2andIII.E.3 are subject to proportional reduction if the Mitigation Plan required in the permitting process mandates funds for the purposes described in those sections. ii.Improvements. Denver Water’s commitments in sections E.5 through E.24 include severalmeasures designed to improve current stream 4/19/2012 19 conditions (“Improvements”) and do not represent mitigation for the Moffat Project. The Signatories agree that they shall not represent that the Improvements are designed or intended to avoid, minimize, or mitigate any impacts associated with the Moffat Project.. b.Water Rights Issues.The Signatories to this Agreement will cooperateto implement such legal mechanismsand to obtain such administrative and judicial approvals as Denver Water, Grand County, the River District, and Middle Park agree are necessary to ensure that the water provided under this Article III.E will be physically and legally available for the intended purposes of protecting and enhancing stream flows in the Fraser, Williams Fork, and Colorado Rivers and their tributaries. Denver Water agrees not to divert any water through the Moffat Project for storage in an enlarged Gross Reservoir until such time that the water committed by Denver Water pursuant to this Article III.Eis legally available for use by Grand County. c.Responsibility for Infrastructure. Several provisions of this Article III.E require Denver Water to deliver or make water available for various uses within Grand County. Except for the funding forwaterprojects pursuantto Article III.E.14, Denver Water will not be responsible for the costs of any new infrastructure required to deliver or make the water available. 2.$2 million to Address Water QualityUpon Issuance and Acceptance by Denver Water of Permits Necessaryfor the Moffat Project, Denver Water will provide $2 millionto pay for measures to address water quality, includingbut not limited to improvements tothe capacity of wastewater treatment plants.If the Mitigation Plan required in the permitting process for the Moffat Project mandates funds for nutrient removal/water quality, then the direct funding to Grand County under this paragraph would be proportionately reduced. For example, if the mitigation plan requires the expenditure of $500,000 for nutrient removal/water quality, then the direct funding to Grand County would be reduced to $1.5 million. The water qualityfunds will be allocated and administered by a board consisting of one representative from each of thefollowing entities: Grand County Commissioners, Town of Fraser, Grand County Water and Sanitation District No. 1, Winter Park Water and Sanitation District, Tabernash Meadows Water and Sanitation District, Granby Sanitation District, and Winter Park RanchWater and Sanitation District. 3.$1Million for Aquatic Habitat.UponIssuance and Acceptance by Denver Water of Permits Necessaryfor the Moffat Project,Denver Water will provide $1million to be used in the Cooperative Effort processdescribed in Article III.E.6 for the purpose of improving aquatic habitatin the Upper Colorado, Fraser and Williams Fork River basins.If the Mitigation Plan required in the permitting process for the Moffat Project mandates funds for this purpose, then the direct funding to Grand County under this paragraph would be proportionately reduced. 4/19/2012 20 4.Berthoud Pass Sedimentation Pond. Denver Water has entered into an agreement with CDOT to construct a sediment catch basin above Denver’s diversion structure on the Fraser River. Denver Water has agreed to operate and maintain the project and hasalso contributed$50,000 for this effort. Grand County agrees that Denver Water may seek mitigation credit for sediment removal in the Fraser River from COE for its participation in the sediment project. 5.Environmental Pool in Gross Enlargement. Denver Water has entered into an agreement with the Cities of Boulder and Lafayette dated February 24, 2010, to create a 5,000 acre-foot Environmental Pool within the enlargement of Gross Reservoir as part of the Moffat Project. Denver Water agrees not to store water, directly or by exchange, any of its West Slope water rightslisted in Attachments A and Ein the Environmental Pool in Gross Reservoir, unless the River District, Middle Park and Grand County have agreed in advance and in writing. 6.Cooperative Effortfor Aquatic Environment. Denver Water, the River District, Middle Park,and Grand County agree to execute an intergovernmental agreement establishing the Learning by Doing Cooperative Effort(“Cooperative Effort”)to protect, restore,and when possible enhance,the aquatic environment in the Upper Colorado, Fraser and Williams Fork River basins. Denver Water and Grand County will jointly request that the COEacknowledge the Learning by Doing IGA in the Record of Decision for the Moffat Project. 7.Additional $1Million for Aquatic Habitat.UponIssuance and Acceptance by Denver Water of Permits Necessaryfor the Moffat Project,Denver Water will provide$1million to Grand County,in addition to the funds committed in Article III.E.3,to be used in the Cooperative Effort processfor the purpose of improving aquatic habitat. 8.$2 Million for Future Environmental Enhancements.Denver Water will place $2 million in an interest bearing account acceptable to the Management Committee established as part of the Cooperative Effortwithin two years after the Moffat Project becomes operational to address potential future environmental enhancements in GrandCounty as part of the Cooperative Effort. 9.Funds for Windy Gap Pumpsto Provide Environmental Flows.Beginning with the yearthe Moffat Projectbecomes operational, Denver Water will place $500,000 into an interest bearing fund (WG Pumping Fund) acceptable to and controlled exclusively by Grand County.Two years after the fund is established,Denver Water will place a second $500,000into the Fund.The WG Pumping Fund shall be used by Grand County for the sole purpose of paying up to 50% of the annualcosts for using the Windy Gap Pumps to pump water for environmental purposes.The WG Pumping Fund mayincrease over time due to interest income and lower-than- expected use of the Fund, andwill be capped at $2 million dollars.Any amount in excess of $2 million at the end of a calendar year will be transferred to the Cooperative Effort established in Article III.E.6 above for environmental 4/19/2012 21 improvement projects identified in that process.Grand County, in its sole discretion, can elect to transfer all or a portion of the WG Pumping Fund to the Cooperative Effortif Grand County determines that such a transfer would provide greater environmental value. 10.Annual Bypasses on Fraser River Collection System. Each calendar yearbeginning with the year the Moffat Project becomes operational, Denver Water agrees to make availableto Grand County 1,000 acre feet of water from its Fraser Collection System (“Fraser 1,000 af”) for use for environmental purposesand any incidental recreational benefit. The Fraser 1,000 af shall be in addition to bypasses of water by Denver Water required under the Amendatory Decision and existing contracts. a.As referenced in Article III.E.1.b, Denver Water will cooperate with Grand County and the other Signatories to implement such legal mechanisms, including the possibility of augmenting instream flows and making deliveries to downstream demands, and to obtain such court decrees and approvals as are necessary to protect the Fraser 1,000 af in the Fraser and Colorado Rivers so that it reaches critical stream segments and is not diverted directly or by exchange by intervening structures within Grand County. b.The Fraser 1,000 af shall be bypassed from Denver Water’s existing facilities in coordination with the Cooperative Effort, at times, in locations and in the amounts requested by Grand County for environmental purposes. As partof the Cooperative Effort and on a case-by-case basis, Denver Water agrees to consider making available more than 1000 acre feet in a calendar year. c.The Fraser 1,000 af shall be measured at appropriate points of measurement for bypasses from the FraserCollection System and shall be converted to acre feet with the standard factor, i.e.1 cfs for 24 hours = 1.983 af. d.Upon Issuance and Acceptance by Denver Water of Permits Necessaryfor the Moffat Project, Denver Water will undertake voluntary pilot projects using the Fraser 1,000 af for environmental purposes. 11.Annual Releases from Williams Fork. Each calendar year beginning with the year the Moffat Project becomes operational, if a portion of the Fraser 1,000 af is made available during a call on the river or when a Shoshone Outage Protocol is in effect as described in Article VI,Denver Water agrees to make available for release a like amount of water, up to 1,000 acre feet of water per year, from Williams Fork Reservoir (“Williams Fork 1,000 af”) to Grand County for environmental purposes and any incidental recreational benefit. The Williams Fork 1,000 af shall be in addition to releases of water by Denver Water required under pre-existing contracts and other legal obligations. a.As referenced in Article III.E.1.b, Denver Water agrees to cooperate with Grand County and the other Signatories to implement such legal mechanisms, 4/19/2012 22 including augmenting instream flows and deliveries to downstream demands, and to obtain such court decrees and approvals as are necessary to protect the Williams Fork 1,000 af in the Williams Fork and Colorado Rivers so that it reaches critical stream segments and is not diverted directly or by exchange by intervening structures within Grand County. b.The Williams Fork 1,000 af releases shall be coordinated with the Cooperative Effort and shall be made availableat times and in the amounts requested by Grand Countyfor use in the stream. c.The Williams Fork 1,000 af shall be measured at the gage immediately below Williams Fork Reservoir and converted to acre feet with the standard factor, i.e.1 cfs for 24 hours = 1.983 af. d.All or part of the Williams Fork 1,000 af, up to 2500 acre-feet, may be carried over in Williams Fork Reservoir by Grand County into subsequent years, subject to space available, payment of pro rata evaporative loss, and so long as the carryover does not count against the Reservoir’s fill or otherwise jeopardize DenverWater’s decreed water rights.The Williams Fork 1,000 af and any amount carried over shall be the first to spill from Williams Fork Reservoir. Denver Water will notify Grand County as soon as it reasonably can that Williams Fork Reservoir is anticipated to spill, so that Grand County can determine whether to request a release prior to the anticipated spill. e.In addition to carrying over all or part of the WilliamsFork 1,000 af, as described in Article III.E.11.d above,Grand County may also exchange or substitute into the 2,500 acre-feet of carryover capacityin Williams Fork Reservoir,waterGrand County hasintroducedto the river upstream of the confluence of the Colorado and the Williams Fork Rivers. The additional water stored in the carryover capacity will be subject to all the provisions of Article III.E.11.d. f.Upon Issuance and Acceptance by Denver Water of Permits Necessaryfor the Moffat Project, DenverWaterwill undertake voluntary pilot projects using up to 1,000 acre-feet of releases from Williams Fork Reservoir, for environmental purposes. 12.Limits on Ability to Reduce USFS Bypass Flows. Denver Water is required by the United States Forest Service or the Bureau of Land Management to bypass the natural inflow at its points of diversion on the Fraser River, Vasquez Creek, St. Louis Creek and Ranch Creek under the stipulations 3(a), 3(b), 3(c), and 3(d) of the Amendatory Decision dated April 22, 1970, Serial No. 027914 (the “Amendatory Decision”). Beginning with the year the Moffat Project becomes operational, Denver Water agrees not to reduce bypasses of water as authorized by stipulations 3(e) and 5 of the Amendatory Decision, except when DenverWater hasbanned residential lawn wateringduring the irrigation season. However, Denver Water will 4/19/2012 23 not reduce the bypass flow on a particular stream to an extent that would cause a municipal water provider in Grand County to impose mandatory restrictions on indoor water use, unless Denver Water is also imposing mandatory restrictions on indoor water use within its Service Area. Prior to the MoffatProject becoming operational, Denver Water agrees to undertake voluntary pilot projects limiting its ability to reduce bypass flows as described in this paragraph. 13.Ditch Operational Changes. Denver has acquired several irrigation water rights in Grand County and agrees to make those water rights available to enhance environmental flows. a.Big Lake Ditch. Upon execution of this Agreement, DenverWaterwill participate in a joint study of how to maintain the historic agricultural uses of the Big Lake Ditch so as to maximize the environmental benefits, while substantially preserving the yield for DenverWaterthat it has paid for and is counting on by retiring the Big Lake Ditch demand. If the study finds the balance described in this paragraph,then DenverWaterwill implement the studybeginning with the year the Moffat Project becomes operational. b.Rich Ditch and Hammond No. 1 Ditch. Upon Issuance and Acceptance by Denver Water ofPermits Necessaryfor the Moffat ProjectDenverWater and Grand Countyagreeto fund a study to determine how best to enhance stream flows with DenverWater’s rights in the Rich Ditch and Hammond No.1 Ditch.Any enhancements would be in addition to the Fraser 1,000 af and would begin with the year the Moffat Project becomes operational. 14.Financial Contribution to Infrastructure Projects in Grand County. DenverWater agrees to pay the following amounts to offset the costs ofthe water supplyprojects listed in Attachment L.The funds will be distributedby Grand County. a.Denver Water will place $1.95million in the water supply projectfundupon execution of an Article IIIImplementationAgreementin the form set forth in Attachment Mby the recipients of those funds. b.Denver Water will place $2 million in the water supply projectfund within six months after Issuance and Acceptance by Denver Water of Permits Necessaryfor the Moffat Project or Resolution of the Blue River Decree issues, whichever occurs later. 15.Year-Round Deliveries of Clinton Bypass Water. Upon the signing of an Article III ImplementationAgreement by all recipients of Clinton Bypass Water, Denver Water will provide Clinton Bypass Water under the 1992 Clinton Agreement on a year round basis if the Grand County Water Users provide replacement water in accordance with the Replacement Water criterion of 4/3 to 1 in the summer, and if that water is in-hand and usable by Denver Water. Grand County Water and Sanitation District No. 1, Winter Park Water and Sanitations District, Town of 4/19/2012 24 Granby and Town of Fraser have previously dedicated to Denver Water Replacement Water in Wolford Mountain Reservoir at a ratio of 2/3 to 1 for winter use. If any of those entities opts to take their Clinton Bypass Water in the summer, that entity would be credited with the previously dedicated 2/3 acre-foot, and would only owe an additional 2/3 of an acre-foot of Replacement Water for summer releases. Denver Water agrees that the Grand County Operating Plan can be amended to add the Jim Creek diversion as a point of delivery for the Clinton Bypass Water. 16.Twenty Percent Water. Denver Water has had a policy whereby any party who purchases water rights for conveyance to the east slope through DenverWater’s system will make 20% of that water available to in-basin usersin the FraserRiver Basin. Denver Water agreesto make the temporary 20% contracts permanent after the snowmaking return flow recapture plandescribed in the Grand County Operating Planis implemented,and provided that snowmaking is within the 6,000 acre-foot limit established by the 1992 Clinton Agreement. 17.Municipal Use of Denver’s Facilities.On a case-by-case basis, DenverWatermay allow water treatment plants on the Fraser River to use DenverWater’s Fraser River Collection System to convey water as a temporarysourceof supply,if aback up supply is available and the necessary infrastructure has been installed. 18.Use of Unused Capacity.DenverWateris willing to explore, on a case-by-case basis, the possibilities for using its system to benefit Grand County if Denver Water’s yield and operational needs are not impacted and its costs are not materially increased. 19.Future West Slope Water Rights Development.In addition to the limitations on Denver Water provided by Article I.C.3, Denver Water further agrees that it will not undertake any future water development projects or appropriations or acquisitions of water rights located in Grand Countywithout the prior approval of the Grand County Commissioners and the River District. 20.Grand County 375 Acre-Feet of Water. Upon Issuance and Acceptance by Denver Water of Permits Necessaryfor the Moffat Project, Denver Water agrees to make an additional 375 acrefeet of water available to Grand County Water Users, to be managed in accordance with the 2012Grand County Operating Plan witha Replacement Water ratioof4/3 to 1 summer and 2/3 to 1 winter. a.One hundred acre feet of the 375 acre feet will be allocated to the Winter Park Recreational Association for use in connection with the Winter Park Ski Area and Resort. Any use of the 100 acre-feet for snowmaking will be governed by the provisions of footnote 1 in Article III.B.14; and snowmaking return flowsmust be above the DenverWatersystem. 4/19/2012 25 b.The remaining 275 acre feet will be allocated in equal shares of 68.75 acre feet tothe Town of Fraser, the Town ofGranby, the Grand County Water and Sanitation District No. 1, and the Winter Park Water and Sanitation District. 21.Water Supply for Grand County from Vail Ditch Shares.A group of governmental entitiesin Grand Countyhasformed the Grand County Mutual Ditch and Reservoir Company (GCMD&RC),which hasacquired shares in the Grand County Irrigated Land Company (Vail Ditchshares), and may acquire additional shares in the future. Upon execution of an Article III Implementation Agreementby GCMD&RC, Denver Wateragrees to allow GCMD&RC’s Vail Ditch shares to be traded for a like amount of water in Denver Water’s Fraser CollectionSystem and carried through that system for delivery and use in the headwaters of the Fraser River Basin,without any increaseor decreasein yield to Denver Water’s system,provided that GCMD&RCpays for any necessary new infrastructure and reimburses Denver Water for any additional operational costs. Denver Water agrees not to opposeany changes of Vail Ditch shares or such other legal or administrative mechanisms that allow the GCMD&RC to use this water. Denver Water may file statements of opposition to such change applications for the limited purpose of ensuring compliance with the obligations of this agreement. DenverWaterwill cooperate in seeking Englewood’s approval for use of its system to transport Vail Ditch shares. If GCMD&RC is able to divertthe Vail Ditch shares at other locations, Denver Water agrees not to object to such alternative diversions, provided that there is no adverse impact to Denver Water’s supplyor operations. 22.Denver WaterLands for Habitat or Access.Denver Water andGrand County will study which of Denver Water’slands in Grand County may have potential value for wildlife habitat and public fishing access without impacting present and future operational needs. Within one year of Issuance and Acceptance by Denver Water of Permits Necessaryfor the Moffat Project,Denver Water will decide whichidentified lands should be set aside for these purposes and what mechanism should be used. 23.Support for CWCB Filing. Ifinformation madeavailable on the locations being considered, the impacts of the Wild and Scenic River issues, and the purpose and amounts of the filingdemonstrates the lack of an impact on Denver Water’s operations, DenverWateragreesnot to opposeCWCB instream flow filings on those segments of the Colorado River below the confluence of the Blue River where currently there are no instream flow rights. 24.Support for RICD. Ifinformation madeavailable on the locations being considered, the impacts to the Wild and Scenic River issues, and the purpose and amount of the filingdemonstrate the lack ofan impact on Denver Water’s operations,Denver Wateragrees not to opposea Recreational In-Channel Diversion (“RICD”) filing for the Colorado River below Gore Canyon in the Pumphouse reach above the Grand/Eagle County line. 4/19/2012 26 F.Grand Valley . Denver Water shall pay $1.5 million into a fund (the “Grand Valley Fund”) to be designated by and controlled by the Grand Valley Signatories to this Agreement (the “Grand Valley Entities”). The following provisions shall apply to the Grand Valley Fund: 1.The Grand Valley Fund and any accruals to the Grand Valley Fund shall be used for water supply, water quality and/or water infrastructure projects in or benefiting the Grand Valley. Subject to such limitation, the projects for which the money in the Grand Valley Fund will be used shall be determined in the sole discretion of the Grand Valley Entities. 2.Denver Water shall pay the $1.5 million into the Grand Valley Fund pursuant to the following schedule: a.$1 million shall be paid within 2 years after resolution of Blue River Decree issues. b.$500,000 shall be paid within 2 years after the Effective Date of this Agreement. Middle Colorado River G.. 1.Within two years after the Effective Date of this Agreement,Denver Water shall place $500,000in an interest-bearing accountto offset additional operation and maintenancecosts or the costs of upgradingdiversion structures of water treatment plantsin Garfield County,pursuant to the provisions of Article VI.E.3. 2.Within one year of issuance of an acceptable permit for the Moffat Project, Denver Water agrees to place $1 million in a fund for flow-related projects to protect Wild & Scenic Outstandingly Remarkable Values, and to propose this contribution as an element of the Mitigation Plan described in Article III.E.1.a. 4/19/2012 27 ARTICLE IV Agreements Regarding Denver Water’s Water Rights A.Blue River Decree.The West Slope Signatories shall support and cooperate in any legal or administrative proceedings necessary to implement the provisions of this Agreement related to the Blue River Decree. 1.Current Water Court Proceedings. TheWest Slope Signatories shall not contest and the Signatories that are parties to the case will stipulate to the entry of the proposed decreesincluded in Attachment Nin Case No. 2006CW255 (Roberts Tunnel) making 654 cfs absolute and finding diligence for the remaining conditional amount; and Case No. 2003 CW039 (Dillon Refill) making 141,712 acre-feet absolute in accord with the Amended Application to Make Absolute, filed with the court on February 16, 2006,and finding diligence for the remaining conditional amounts and uses. 2.Waiver of Claims Related to Blue River Decree. The West Slope signatories agree that claim preclusion applies to all claims and objections to Denver Water’s operations under the Blue River Decrees raised or which could have reasonablybeen raised in Case Nos. 06CW255 and 03CW039, or which could havereasonablybeen raised in previous diligence proceedings for these water rights. The Signatories agree that the resolution of the current diligence proceeding constitutes an adjudication on the merits of their statements of opposition. 3.Claims Not Precluded. The West Slope signatoriesmay file statements of opposition in future proceedings under the Blue River Decree limited to: 1) Denver Water’s compliance with this Agreement, and 2) claims that were not and could not reasonablyhave been raised in prior proceedings. B.East Slope Storage of Blue River Water. “ Imported Blue River Water” means any water transported through the Roberts Tunnel that was diverted under the Blue River Diversion Project direct flow or Dillon Reservoir storage priorities decreed in C.A. Nos. 1805 and 1806 and Civil Nos. 2782, 5016 and 5017, including water diverted under the decrees in Case Nos. 87CW376 and 91CW252 and water exchanged pursuant to paragraph IV.C.1 below. Denver Water may store any Imported Blue River Water, whether released from Dillon Reservoir or diverted directly through the Roberts Tunnel at any existing or future storage facility on the East Slope; provided that the amount of ImportedBlue River Water in storage on the East Slope does not exceed 400,000 acre feet at any point in time. This provision and limitation on the amount of Imported BlueRiver Water does not apply to the storage of return flows from the use or reuse of Imported Blue River Water either directly or by exchange to any existing or future storage facility. 4/19/2012 28 C.Denver Water’s Exchanges. 1.Decreed Exchanges.TheWest Slope Signatories agree that Denver Water may operate its exchanges from Williams Fork Reservoir to Dillon Reservoir decreed in the Blue River Decrees, Civil Action No. 657, and C.A. 1430, and Case No. 88CW382; and from Williams Fork Reservoir to Williams Fork Diversion Project (Jones Pass) and to the Fraser River Diversion Project decreed in Civil Action Nos. 657 and 1430). 2.Undecreed Exchanges from Dillon Reservoir . The West Slope Signatories will not object to Denver Water’s continued operation of and a decree for exchanges from Dillon Reservoir to Williams Fork Reservoir with an appropriationdateof April 25, 1983, and to existing points of diversion for the Fraser River and Williams Fork Diversion Projectswith an appropriation date of September 20, 1966, provided that the exchanges are exercised andoperated and the decree contains terms and conditions that are at least as protective as the following; a.An application for the exchanges wasfiled in Case No. 11CW21, the exchanges will be administered with a priority date of 2010, and the priority date or dates of the exchanges will not be antedated pursuant to C.R.S. § 37- 92-305(10). The West Slope Signatories may file a statement of opposition but shall limit their opposition to ensuring that the protective conditions in this paragraph are part of the decree. b.Themaximum amount of the exchange to theWilliams Fork Reservoir is limited to a rate of 148 cfs (absolute) based on diversions onApril 25,1983 and an annual volume of 6,095 af(absolute) based on diversions in water year 1990. The maximum amount of the exchange to the existing points of diversion on Fraser River and Williams Fork River Diversion Projectsis limited to a rate of 56 cfs (absolute) based on diversionsonSeptember 9, 1985 and an annual volume of 8,747 af (absolute) based on diversions in water year 1967. c.The exchanges from Dillon Reservoir to Williams Fork Reservoir or from Dillon Reservoir to the Fraser River and Williams Fork River Diversion Projects shallnot be exercised or operated if the Division 5 Engineer advises Denver Water that curtailment of the exchanges is required to satisfy all senior instream flows existing in 2009, and located in the applicable stream reach affected by the diversion, including the following CWCB instream flow decrees: 1) Colorado River (80CW448, 80CW446, 80CW447) 2) Williams Fork River 79CW185, 79CW183, 79CW181, 79CW180, 79CW175, 79CW173, 79CW172, 79CW170, 79CW169, 79CW168, 79CW165) 4/19/2012 29 (a) Bobtail Creek (79CW164, 79CW163) (b) Steelman Creek (79CW167, 79CW166). 3) Fraser River (90CW308B, 90CW308, 90CW315, 90CW307, 90CW302, 90CW289) (a) St. Louis Creek (90CW316, 90CW317A, 90CW317, 90CW304) (b) Vasquez Creek (90CW318) (c) Ranch Creek (90CW305, 90CW306A, 90CW306, 90CW314) (d) Cabin Creek (90CW312) (e) Hamilton Creek (90CW311) (f) Meadow Creek (90CW310, 90CW309) d.The provisions in this paragraph IV. C.2. shall apply irrespective of whether any of theCWCB instream flow decrees listed in Article IV.C.2.c abovecontain provisions that might otherwise protect Denver Water’s existing exchanges through these reaches from impairment by CWCB instream flows in the reaches. D.1978 Judgment and Decree.TheSignatoriesagree thatoperationsby which Denver Waterdivertsunder its 1946Roberts Tunneldirect flow rightprior to the completion ofthe annual fill of Green Mountain Reservoirare consistent with the Blue River Decree,including the Supplemental Judgment and Decree entered in the Consolidated Cases on February 9, 1978, so long as such operations are in accordance with the Green Mountain Reservoir Administrative Protocol (Attachment R-1). The Signatories will cooperate to obtain such administrative and judicial approvals as are necessary to ensure that the Protocol is made legally binding and enforceable and is implemented. E.Substitution Agreements. The West Slope Signatories agree to support and execute, as appropriate, all future renewals of the Memorandum of Agreement among the U.S. Bureau of Reclamation, Northern Colorado Water Conservancy District, Colorado River Water Conservation District, and DenverWaterdated December 30, 1991,regarding substitutions from Wolford Mountain Reservoir (MOA No. 2-AG-60-01550), provided that such renewals are consistent with this Agreement and are reasonably the same in form and substance as the existing MOA,as modified by the July 21, 1992 Agreement Amending Lease Agreement between Colorado River Water Conservation District and City and County of Denver.The West Slope Signatories reserve the right to object to the addition of new substitution, exchange or replacement sources,or amounts other than those specified in Article III.A.4 not currently decreed for such use by Denver Water 4/19/2012 30 F.Straight Creek Project. Summit County agrees to extend and not challenge the validity of the 1041 permit for Denver Water’s Straight Creek project dated July 17, 1985, so that a new permit will not be required for Denver Water to proceed with the project as permitted in 1985 as described in AttachmentO.Consistent with its 1996 Resource Statement, Denver Water agrees that it will develop the Straight Creek project only with the prior approval of the Summit County Commissioners and the River District. G.Wolford Mountain Reservoir. 1.Repayment Water.With regard to the 1000 acre feet of Repayment Water (“WMR 1KAF”) referenced in paragraph 20(b) of the Agreement Amending Lease Agreement between the River District and Denver Water, dated July 12, 1992 (“Wolford Agreement”), the River District and Denver Water agree that the River District shall provide and account for the WMR 1KAF as follows: a.The first 500 acre feet of the WMR 1KAF, along withthe 613 acre feet of water availableto Denver Water under paragraph 20(c) of the Wolford Agreement,shall be made available every year and used by Denver Water for substitution purposes. b.The remaining 500 acre-feet of the WMR1KAF shall be storedand used for substitution purposesin the same manner as the water storage attributable to Denver Water’s 40% interest in the Wolford Mountain Reservoir water right and storage space(a volume of 24,000 acre-feet), on a pro rata basis (500 acre-feet = 0.83% of 60,000 acre-feet, so water would be stored at a rate of 40.83%). 2.Second Enlargement of Wolford.Denver Water agrees to waive any right to participate in the second enlargement of Wolford Mountain Reservoir, in the same or a lesser amount as claimed in Case No. 03CW302, Water Division 5. The River District agrees that Denver Water is not obligated to pay any capital or OM&R costs associated with a second enlargement. 3.1041 Permit for Wolford. The River District and Denver Water agree to work cooperatively as co-permitteesto obtain any amendment to the Grand County 1041 permit for Wolford Mountain Reservoir that may be necessary (1) to address current operations of Wolford Mountain Reservoir under the Wolford Agreement;and (2) to effectuate the applicable provisions of this Agreement. Upon application for such a permit amendment, Grand County agrees to cooperate to process an amendment as quickly as possible. 4.Replacement Water. In addition to water in Wolford Mountain Reservoir that Denver Water is currently entitled to use for substitution and other purposes, this Agreement requires that Replacement Water be available to Denver Water as a condition of several water deliveries under Article III. 4/19/2012 31 The estimated maximum volume of Replacement Water that might be requiredunder this Agreementis2,590acre-feetin any single substitution year.Under the 1992 Clinton Agreement and the 1985 Summit Agreement, West Slope entities have agreed to provide Replacement Water to Denver Water in an amount estimated to be 1,249 acre-feet annually, which could be supplied from Wolford. The Signatories wish to ensure that Wolford Mountain Reservoir could be used to provide the full 3,839acre feetof Replacement Water, even though it is anticipated that Replacement Water will be provided to Denver Water from other sources.The Signatories agree to cooperate to implement acceptableamendments or approvals as might be necessary to ensure that the 1991 MOAbetween the Bureau of Reclamation, Denver Water, the Colorado River Water Conservation District and the Northern Colorado Water Conservancy District;the decree in Case No. 91CW252; and the 1041 permit for Wolford Mountain Reservoirallowthe use of the full 3,839acre feet of Replacement Water, in addition to the water in Wolford the Denver Water is currently entitled to use for substitution and . other purposes The West Slope Signatories agree that Replacement Water provided by the West Slope to Denver Water from Wolford Mountain Reservoir as ReplacementWaterunder the 1985 Summit Agreement, the 1992 Clinton Agreement and this Agreement is a permissible use of Wolford Mountain Reservoir by Denver Water. H.Storage in Gross and Ralston Reservoirs.The West Slope Signatories shall not contest DenverWater’sstorage ofWilliams Fork and Cabin-Meadow Creek wateras decreed in Case No. 657,in Gross and Ralston Reservoirs.The agreementof the West Slope Signatoriesin this paragraph ispremised on circumstances and consideration unique to this Agreement. I.Deliveries of Water to the City of Golden. The West Slope Signatories shall not contest whether Denver Water’s delivery of waterto the City of Golden under the contract dated May 10, 2007, is consistent with Denver’s water rights decrees. J.Moffat Project Permitting.With the exception of Grand County (which is a consulting agency in the NEPA process for the Moffat Project), the West Slope Signatories agree that the concerns raised in the comment letters they submitted on the October 2009Draft EIS for the Moffat Project will be resolved by the combination of (1) the benefits that will accrue to the West Slope pursuant to the terms of this Agreement, plus (2) the environmental mitigation requirements and conditions that will be imposed by the federal and state permitting agencies in the permits and approvals issued for the Moffat Project. Accordingly, the West Slope Signatories other than Grand County agree not to oppose the issuance of any local, state and federal approvals for the Moffat Project, including those permits listed in Attachment P.Nothing in this paragraph IV.J shall affect Grand County’s continuing actions as a consulting agency in the NEPA process on the Moffat Project.Nor shall anything in this paragraph IV.J be deemed a waiver of rights a Signatory may have 4/19/2012 32 upon any breach of this Agreement. K.Water Rights in Eagle River Basin. The West Slope Signatories that are parties to the cases involving Denver Water’s Eagle-Colorado water rights agree to implement the settlement of Denver Water’s Eagle-Colorado diligence case and to facilitate the water court case changing the location of Denver Water’s Piney River water right to State Bridge.All the West Slope Signatories agree not to oppose a water court application changing the location of Denver Water’s Piney River water right to State Bridge. L.Water Rights in Williams Fork Basin.The West Slope Signatoriesshall not contest and West Slope Signatories that are parties to the cases will stipulate to the entry of the proposed decreesincluded as Attachment Qin Case No. 2007CW031 (Jones Pass) making 245 cfs absolute and finding diligence for the remaining conditional amount; and finding diligence in Case Nos. 2007CW030 (Carr Ditch) and 2007CW029 (Darling Creek, Williams Fork Power, Moffat Tunnel. 1.Waiver of Claims. The West Slope Signatories agree that claim preclusion applies to all claims and objections to Denver Water’s operations under the decrees listed in this Article IV.L raised or which could have reasonablybeen raised in the cases listed above, or which could havereasonablybeen raised in previous diligence proceedings for these water rights. The signatories agree that the resolution of the current diligence proceeding constitutes an adjudication on the merits of their statements of opposition. 2.Claims Not Precluded. The West Slope Signatoriesmay file statements of opposition in future proceedings under the water rights listed abovelimited to: 1) Denver Water’s compliance with this Agreement, and 2) claims that were not and could not reasonablyhave been raised in prior proceedings. ARTICLE V Green Mountain Reservoir Administration A.Resolution of Disputes. The Signatories agree that resolution of long-standing disputes regarding the proper administration of water rights adjudicated in the Blue River Decree, including the water rights of Green Mountain Reservoir and the Green Mountain Powerplant, will provide significant benefits for water users on both the east and west slopes of Colorado, including maximizing beneficial use of the waters of the state, reducing litigation costs, and providing clarity as to water rights administration. Certain Signatories have negotiated with other entities a protocol to resolve the long-standing disputes, entitled the Green Mountain Reservoir Administrative Protocol (“Protocol”), a copy of which is attached to this Agreement as Attachment R-1. 4/19/2012 33 The primary purpose of the Protocol is to clarify and implement certain provisions of the Blue River Decree by (1) setting forth a protocol for, among other things: (a) the preparation, review, and modification of a fill schedule for Green Mountain Reservoir; (b) definition and administration of the fill season for the 1935 First Fill Storage Right; (c) administration of water rights during the fill season; and (d) operation of the Green Mountain Reservoir Water Rights and the Cities’ water rights in response to downstream calls senior to the Cities’ water rights; (2) making as much water as possible available for upstream use, including use by the Cities, without impairment of the fill of Green Mountain Reservoir; (3) providing a clear definition of the Cities’ replacement obligation operations,including Denver Water’s obligations to the City Contract Beneficiaries as defined in Attachment R-1; (4) ensuring that the administration of water rights does not allow the water rightsof the Cities to “hide behind” or otherwise benefit from the Green Mountain Reservoir Water Rights; (5) eliminating or reducing as much as possible, the extent to which the Green Mountain Reservoir 60 cfs bypass is accounted against the fill of the Green Mountain Reservoir Storage Rights; and (6) addressing the relative priority of the Green Mountain Water Rights, the Cities’ water rights, and the Climax’s C.A. 1710 rights in a manner agreed by the Blue River Decree parties and Climax; all in a manner that is consistent with the Blue River Decree. B.Implementation of Green Mountain Administrative Protocol. The following Signatories are among the parties to an agreement entitled the Green Mountain Reservoir Administrative Protocol Agreement (the “Protocol Agreement”, a copy of which is attached to this Agreement as Attachment R-2: Denver Water, the River District, Middle Park Water Conservancy District, Grand Valley Water Users Association, Orchard Mesa Irrigation District, Ute Water Conservancy District, Palisade Irrigation District, and Grand Valley Irrigation Company. The Protocol Agreement provides, among other terms and conditions, that these Signatories (and certain other parties to the Protocol Agreement) approve the Protocol and agree to its implementation. Nothing in this Agreement shall modify the obligations ofthe parties to the Protocol Agreement in accordance with the terms and conditions contained therein. C.Non-opposition to Green Mountain Administrative Protocol. The following Signatories are not parties to the Protocol Agreement: the Boardsof County Commissioners of Eagle, Grand, and Summit Counties, Clinton Reservoir Company, Eagle Park Reservoir Company, Eagle River Water and Sanitation District, Upper Eagle Regional Water Authority, Mesa County Irrigation District, City of Glenwood Springs, and City of Rifle. These Signatories agree not to oppose the implementation of the Protocol in any adjudication or other proceeding deemed necessary by the parties to the Protocol Agreement to make the Protocol legally binding and effective, or to confirm the consistency of the Protocol with the Blue River Decree,so long as the Protocolis substantially consistent withAttachment R- 1.These Signatories may support the Protocol in any proceedings in whichthey have standing to participate. 4/19/2012 34 ARTICLE VI Shoshone Call A.Shoshone Call. 1.The Shoshone Power Plant, which is owned and operated by Public Service Company of Colorado, d/b/a/ Xcel Energy (“Xcel”), is located on the mainstem of the Colorado River in Glenwood Canyon. The Shoshone Power Plant produces hydroelectric energy by means of two water rights, the 1902 Shoshone Senior Right in the amount of 1250 cfs and the 1929 Shoshone Junior Right in the amount of 158 cfs (together, “Shoshone Water Rights”). 2.When the Shoshone Power Plant is operating, the Shoshone Water Rights commandthe flow in the river by exercising the Senior Shoshone Call against upstream junior water rights. When the Senior Shoshone Call is on, upstream reservoirs cannot store water and junior water rights cannot divert unless they provide an equal volume of replacement water to the stream. Over the years, many water users have come to rely on the river flow regime created by the Senior Shoshone Call (“Shoshone Call Flows”). 3.Whenever the Shoshone Power Plant is subject to a shutdown for repair, maintenance,or other reasons (“Shoshone Outage”), the Shoshone Call cannot be exercised, and Shoshone Call Flows may not be present in the river. 4.The Signatories agree that a Shoshone Outage could adversely affect water users and recreation interests on the Colorado River. Accordingly, the Signatories agree to implement the operational procedures described in this section during a Shoshone Outage (the “Shoshone Outage Protocol”) to mitigate such potential adverse effects. The Signatories also agree to cooperate to achieve permanent management of the flows of the Colorado River as described in Article VI.C, whether or not the Shoshone Power Plant remains operational. B.Shoshone Outage Protocol. 1.Outage During IrrigationSeason. If a Shoshone Outage occurs during theperiod from March25 through November 10(IrrigationSeason) and results in a flow of the Colorado River at the Dotsero Gauge below 1,250 cfs (not including any water released for endangered fish species purposes), then the River District, Middle Park and Denver Water agree that they will operate their systems as if the Senior Shoshone Call were on the River, resulting ina flow of not more than 1250 cfs at the Dotsero Gauge(not including any water released for endangered fish species purposes).The Shoshone Outage Protocol 4/19/2012 35 will not apply to Shoshone Outages that occur duringcertain very dry Irrigation Seasons,as describedin the followingsubparagraphs. a.The very dry Irrigation Seasonsoccur whenthetwoconditions for a water shortage, as defined in paragraph 2 of the 2007 Shoshone Agreement, are met.Denver Water will make projectionsin Marchprior to March 25, and again in early May and late Juneto determine whether a water shortage is occurring. b.If aprojection made under subparagraph a above in March or Maymeetsthe conditions forawater shortage,then the Shoshone Outage Protocol will not apply during the period from that projection to the next projection. If a projection made in March or May does not meet the conditions for a water shortage, then the Shoshone Outage Protocol willapply during the period from that projection to the next projection; provided, however, that the Shoshone Outage Protocol will not apply during any period when the Shoshone Call is relaxed under the 2007 Shoshone Agreement. c.If the projection made in June under subparagraph a above meets the conditions for a water shortage, then the Shoshone Outage Protocol will not apply during the remainder of the Irrigation Season that year.If the projection made in June does not meet the conditions for a water shortage, then the Shoshone Outage Protocol will apply during the remainder of the Irrigation Season that year. 2.Green Mountain Reservoir. The Signatories will cooperate with one another and use their best efforts tonegotiate a separate agreement with the U. S. Bureau of Reclamation (“Reclamation”) pursuant to which Reclamation would agree that if a Shoshone Outage occurs, it will continue to operate Green Mountain Reservoir as if the Senior Shoshone Call were on the river. Such agreement with Reclamation shall be subject to terms and conditions as to which the Signatories and Reclamation shall agree, including the following a.Any water released from storage in Green Mountain Reservoir would be debited to the appropriate accountwithin the reservoir’s 100,000 Acre-Foot Pool towhich the releases were attributed, e.g., the historic users pool identified in paragraph 2 of Reclamation’s January 23, 1984 Operating Policy for Green Mountain Reservoir, b.Water that would have been released from the 52,000 Acre-Foot Replacement Pool had the Senior Shoshone Call been on the river shall be debited asdiscretionary power releases fromthe 100,000 Acre-Foot 4/19/2012 36 Pool, unless other arrangements are made withReclamation and the Northern Colorado Water Conservancy District. c.Reclamation willnot be obligated to make releases from storage pursuant to this provision if water is not available in the 100,000 Acre- Foot Pool or if the total volume of Green Mountain Reservoir storage accounts isless than an amount to be agreed upon by the West Slope Signatories and Reclamation. 3.Outage During WinterSeason. If a Shoshone Outage occurs during the period from November 11to March 24(WinterSeason): (1) as a result of conditions other than scheduled maintenance on the Shoshone power plant facilities, and (2) if flows at the Dotsero Gauge are at or below 900 cfs, the River District and Denver Water agree that they will operate their systems as if the Senior Shoshone Call were on the river, subject to the following: The Shoshone Outage Protocol will not apply fully to Shoshone Outages that occur during certain very dry Winter Seasons, when the overall storage in Denver Water’s system is less than 79% of capacity on November 1. For purposes of this paragraph, the reservoirs that will be considered in determining overall storage are those reservoirs listed in Exhibit A to the 2007 Shoshone Agreement, but excluding any reservoirs under storage restrictions due to maintenance, repairs or orders from the Colorado State Engineer. a.If the storage is less than 79%, but more than 63%, then the Shoshone Outage Protocol will be applied at half the normal effectduring that Winter Season.For example, if Denver Water would be required to bypass or replace 60 c.f.s. under the full operation of the Shoshone Outage Protocol, Denver Water would be required to bypass or replace 30 c.f.s. if the Shoshone Outage Protocol is applied at half the normal effect. b.If the storage is equal to or less than 63%, but more than 49%, then the Shoshone Outage Protocol will be applied at one-fourth the normal effect during that Winter Season. c.If the storage is equal to or less than 49%, then the Shoshone Outage Protocol will not be applied during that Winter Season. 4.The Signatories will cooperate with one another and use their best efforts to: a.Obtain the agreement of other diverters to participate in the Shoshone Outage Protocol. b.Obtain the agreement of the State of Colorado water administration officials to shepherd water released from upstream reservoirs or 4/19/2012 37 otherwise bypassed from upstream water rights under the Shoshone Outage Protocol to the Grand Valley under a donated instream flow, a municipal recreation delivery contract or other acceptable arrangement, and to refrain from accounting for releases from storage under the Shoshone Outage Protocol as storable inflow. C.Permanency of Shoshone Call Flows. 1.It is the goal of the Signatories to achieve permanent management of the flow of the Colorado River so that the flow mimics the Shoshone Call Flows, whether or not the Senior Shoshone Call is on the river and whether or not the Shoshone Power Plant remains operational. 2.Denver Water and the River District agree to operate their systems on a permanent basis under the Shoshone Outage Protocol described in Article VI.B, even if the Shoshone Power Plant ceases operations altogether,and regardless of whether the plant is acquired under Article VI.D,subject to the following conditions: a.The relaxation provisions described in Article VI.E below remain in full force and effect. b.The Shoshone Outage Protocol would not apply for 17cumulative days during the WinterSeason, to duplicate the effect of the current . scheduled outages for maintenance 3.The Signatories agree to use their best efforts to work with Xcel Energy, other diverters, Reclamation and the State of Colorado water administration officials to devise and implement a mechanism or combination of mechanisms that will permanently preserve the Shoshone Call Flows.In addition to the amounts provided in Article VI.E.1.c., Denver Water agrees to pay one-third of the costs, not to exceed $100,000,incurred by West Slope Signatories to begin the process of implementing a mechanism to preserve the Shoshone Call Flows on a permanent basis. If total costs exceed $300,000, the Signatories will confer with regard to further actions. D.West Slope Acquisition of Shoshone Assets 1.West Slope water users believe that one means to ensure the permanent maintenance of the Shoshone Call is the acquisition and operation of the Shoshone Power Plant and Shoshone Water Rights (the “Shoshone Assets”) by a West Slope governmental entity that is mutually acceptable to the West Slope Signatories(“West Slope Governmental Entity”). 2.Within twenty-four (24) months after the effective date of this Agreement (“Investigation Period”), anyof the West Slope Signatories may agree among 4/19/2012 38 themselves and at their own cost, to undertake and complete an investigation of the viability of purchasing the Shoshone Assets and operating the Shoshone Power Plant (the “Initial Investigation”). The Initial Investigation may include direct negotiations with Xcel; the hiring of consultants necessary to evaluate the Plant’s physical and financial condition and the value of the Shoshone Assets; an evaluation of the legal and regulatory requirements that must be met in order to transfer the Shoshone Assets to a West Slope Governmental Entity; an evaluation of the appropriate West Slope Governmental Entity to acquire and operate the Shoshone Assets and the steps necessary to create such an entity, if a new entityis to be created; and any other matters that the West Slope Signatories believe are necessary or desirable. Denver Water shall assist the West Slope Signatories upon request in undertaking and completing the investigations during the Investigation Period. The West Slope Signatories may agree among themselves to extend the Investigation Period. 3.Ifthe Initial Investigationdeterminesthat it is feasible for a West Slope Governmental Entity to acquire and operate the Shoshone Assets and if Xcel is willing to sell or otherwise transfer the Shoshone Assets to a West Slope Governmental Entity, the West SlopeGovernmental Entitymay pursue the transferof the Shoshone Assets. Denver Water agrees that it will support such acquisition and will take such reasonable actions as may be necessary to assist the West Slope Governmental Entityin completing the acquisition of the Shoshone Assets. Upon notification by any ofthe West Slope Governmental Entityof itsintent to acquire the Shoshone Assets, Denver Wateragrees not to assert its right under paragraph 13 of the 2007 Shoshone Agreement regarding the method of disposition ofthe Shoshone Water Rights. 4.Denver Water shall not be obligated to pay any of the purchase price for the Shoshone Assets if other mechanisms are reasonably available to preserve the Shoshone Call Flows. If other mechanisms are not reasonably available, and purchase of the Shoshone Assets is determined to be the bestviable option to preserve the Shoshone Call Flows, then Denver Wateragreesto contribute to the purchase price in anegotiatedamountthat is proportionate toits share of the overall benefits created by the purchase, and reasonable as compared to the financial contributions to the purchase price byother parties. 5.Ifa West Slope Governmental Entity acquires the Shoshone Assets, the Shoshone Call relaxation provisions described in Section VI.E below, shall remain permanently in effect. E.Relaxation of Shoshone Call. 1.Existing Call Relaxation Agreement. Denver Water and Xcel are parties to the 2007 Shoshone Agreement, a copy of which is attached as Attachment S. 4/19/2012 39 The 2007 Shoshone Agreement currently is set to expire on December 31, 2032.The Signatories agree that the Shoshone Call relaxation provisions of the 2007 Shoshone Agreement shall remain in effect during its term and any renewal thereof. a.Denver Water agrees that, except as provided in Articles V and VI.E.2, it will not seek any relaxation of the Shoshone Call, other than a renewal of the specific provisions of the 2007 Shoshone Agreement beyond the year 2032. b.The West Slope Signatories will not oppose a renewal of the 2007 Shoshone Agreement, provided that the Shoshone Outage Protocol remains in effect. c.If the relaxation of the Shoshone Call is made permanent and Denver Water’s yield is increased as a result, Denver Water agrees that 500 acre-feet of the increased yield (Relaxation Water) will be made available as potable water for use as blending water in aproject using reusable return flows as described in Article I.B.2.e. The water supply created by the Relaxation Water will be added to the list of permissible fixed-amount contracts listed in Article I.B.1. In return for the availability of the Relaxation Water, the recipients must agree to pay the 2010 System Development Charge (SDC) applicable to potable water served outside the Combined Service Area. Denver Water will transmit the SDCs attributable to the Relaxation Water into a Relaxation Water Fund to be used (a) to contribute to the acquisition of the Shoshone Assets under Article VI.D; or (b) to implement a mechanism or combination of mechanisms that will permanently preserve the Shoshone Call Flows.It is anticipated that advance financing may be needed to accomplish the purposes described in this paragraph. The Signatories agree to consult with each other on an appropriate financing mechanism, should one be needed. It is also anticipated that the SDCs for the Relaxation Water maybe paid pursuant to a payment schedule.If the Relaxation Water Fund is not fully expended for the purposes described in this paragraph, the money shall be used to contribute to the costs of a future cooperative project, determined by the River District and Denver Water to be beneficial to both the West Slope and the East Slope. 2.Expansion of Call Relaxation Period for Severe Drought Conditions. The 2007 Shoshone Agreement provides that the Shoshone Call may be relaxed during the period from March 14 until May20, inclusive (“Call Relaxation Period”), under the conditions specified in the 2007 Shoshone Agreement. Denver Water desiresto extend the Call Relaxation Period back into the winter months during extreme drought periods. The West Slope Signatories agree to support the amendment of the 2007 Shoshone Agreement to provide 4/19/2012 40 for the relaxation of the Senior Shoshone Call down to 704 cfs (a “one- turbine call”) for an expanded period during the winter months (“Expanded Call Relaxation Period”), subject to the following terms and conditions: a.An Expanded Call Relaxation Period may occur under either of the following circumstances: i.The Senior Shoshone Call may be relaxed to a one-turbine call beginning onNovember 11if Denver Water has banned outdoor residential lawn watering beginning no later than August 1, and the ban has remained in effect continuously from its inception throughNovember 11. ii.The Senior Shoshone Call may also be relaxed to a one- turbine call beginning three (3) days after the date that the Denver Water Board formally adoptsa drought declaration requiring that outdoor residential lawn watering be prohibited during the following irrigation season. The call relaxation under this section only applies to the period from November 11until March 14 of the following year. b.Denver Water will pay for power replacement costs as provided for in the 2007 Shoshone Agreement. c.Denver Water will provide ten percent (10%) of the net water savings as defined in the 2007 Shoshone Agreement for use by West Slope Signatories. The West Slope Signatories will allocate the 10% as they may determine pursuant to any future agreement among them. d.The Expanded Call Relaxation Period will end the earlier of: i.The date Denver Water rescinds its ban on outdoor residential lawn watering; or ii.The date a Cameo Call is placed on the river; or iii.March 14 of the year following implementation of the Extended Call Relaxation Period if implementation occurs on or prior to December 31; or March 14 of the year in which the Expanded Call Relaxation Period was implemented if implementation occurs on or after January 1. e.Any relaxation of the Shoshone Call after March 14 of any given year shall occur only as provided in the 2007 Shoshone Agreement. 4/19/2012 41 3.Call Relaxation Mitigation. The $500,000 to be placed in a special fund by Denver Water pursuant to Article III.G of this Agreement shall be managed and utilized as follows: a.The proceeds of this fund will be used to help offset the impacts of, or prepare for, a call relaxation pursuant to the 2007 Shoshone Agreement or during the Expanded Call Relaxation Period, or a Shoshone Outage during the WinterSeasonpursuant to Section VI.B.3, above. b.In order for a municipal water provider to access the funds described in this subsection, the provider must either be a signatory to this Agreement or must be located in Garfield Countyand agree to be bound by the terms and conditions of this Agreement. c.The West Slope Signatories at their discretion may utilize funds available to any of them pursuant to Article III of this Agreement or the West Slope Fund to either replace or increase the funding for this special fund as may be necessary or desirable from time to time. F.Environmental and Recreational Pilot Project.The Signatories agree to evaluate a pilot project to determine the feasibility of implementing a partial Shoshone Call relaxation in non-critical winter months and dedicating the saved water to environmental and recreation purposes. G.Support for Glenwood Springs RICD.The City of Glenwood Springs currently has whitewater features located below the confluence of the Colorado River and the Roaring Fork River near Glenwood Springs, Colorado.Glenwood Springs currently does not have an adjudicated water right for these white water features but anticipates filing for one at some point in the future.In addition, Glenwood Springs anticipates creating additional white water features on the reach of the Colorado River between the Shoshone Power Plant and South Canyon on the main stem of the Colorado River.Denver Water will not oppose the filing of a water rights application fora Recreational In-Channel Diversion (“RICD”) for theexisting and proposed structures by Glenwood Springs; provided thatany such applicationfiled for any proposed structure above the confluence of the Roaring Fork and Colorado Riversdoes not: (1) Claim a flow ratethat exceeds the amount of water needed to satisfy the senior Shoshone Call for 1,250 cfs at the Dotsero gage; (2) Seek an amount of water in excess of that needed to replicatehistoric operationsunder the Senior Shoshone Call; or(3) Impair Denver's ability to divert under ArticleVI. As to structures located below the confluence of the Roaring Forkand Colorado Rivers, Denver and Glenwood Springs recognize that the contributing flows of the two rivers make it difficult to predict the exact effect of a RICD on flows above the confluence.Glenwood Springs agrees to consult with Denver regarding such application prior to filing. 4/19/2012 42 ARTICLE VII Bilateral Commitments A.Water Rights Peace Pact.With regard to all conditional water rights presently owned by the Signatoriesto this Agreement, andlistedin Attachment T,the Signatoriesagree to withdraw any statements of opposition in each others’ pending diligence filings and not to oppose each other’s pending or future diligence applications, including applications to make the listed conditional rights absolute, provided, however, that the parties may file statements of opposition to such applications for the limited purpose of ensuring compliance with the obligations of this agreement. B.Water Conservation. The Signatories to this Agreement will cooperate to develop and promote best management practices for water conservation appropriate for the various types of water use and regional geographic locations within the state. The Signatories agree to adopt any best management practicesdeveloped under this paragraphfor their own water uses. C. Compact Curtailment Plan. The Signatories agree to cooperate in good faith toward the development of a plan to avoid a potential curtailment of existing Colorado water rights under the provisions of the 1922 Colorado River Compact and the 1948 Upper Colorado River Compact, and to mitigate the impacts of any unavoidable curtailment. If joint efforts do not result in agreement on such a plan, each Signatory will take such actions as it may deemnecessary to protect its water rights from curtailment. D.Freedom to Operate. So long as the Signatories meet all of their obligations under this Agreement, their independent legal obligations and any contemporaneous implementing agreements, the Signatories agree that they do not have an obligation to operate their system or to conduct their decision-making in any particular way. E.No Third Party Beneficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the Signatories, and nothing contained in this Agreement shall give or allow any such claim to a right of action by any third person. It is the expressed intention of the Signatories that any person otherthan a signatory receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only. F.No Precedent. The various commitments and agreementsof theSignatories to this agreement are premised on circumstances and considerationsunique to this Agreement. Nothing in this Agreementshall be construed as establishing any legal precedent regarding any matters not expressly addressed in this Agreement. The Signatoriesagree that they do not intend this Agreement to have the effect of precedent or preclusion on any factual or legal issues in any matter not expressly addressed in this Agreement. G.Risk Sharing.A fundamental premise of this Agreement is that the Signatorieswill not actively seek to undermine, or encourage others to undermine, the Signatories’ respective interestsand resources that have beencommitted, compromised, dedicated, or otherwise addressed in this Agreement.For purposes of this paragraph, “AdverseAction” means an action of a legislature, court, administrative agency, regulatory body or other governmental 4/19/2012 43 entitythat would cause a material adverse impact to a Signatory’s interests or resources that have been committed, compromised or otherwise addressed in this Agreement. In the event that anAdverseAction is proposed or is likely to occur, the Signatory whose interests or resources would suffer a material adverse impact will notify the other Signatories. The Signatories will meet and discuss in good faith the potential detrimental effect of such AdverseAction, with the goal of determining whether any action by one or more Signatories could avoid the AdverseAction or mitigate its impact on the affected Signatory. Each party agrees to evaluate ingood faith whether it can implement changes in itsoperations or undertake other effortsthat would achieve this goal, and to implementany such effortsas may be agreed to by the Signatories. H.Preservation of Governmental Powers.Except as specifically provided herein, nothing in this Agreement shall be construed as a limitation on orwaiver of any review, approval, or permit authority, ora predeterminationof any action takenthereunder, byany governmental orquasi-municipal entityincluding, without limitation, the legislative orquasi-judicial power or authority of Eagle, Grand and Summit Countiesand the City and County of Denver, acting by and through its Board of Water Commissioners. I.No Property Interest Created. Any rights created by this Agreement are contractual rights. This Agreement does not create and shall not be construed to create or convey any property interest, including any covenant, easement or servitude, in the real property of any Signatory. J.Implementation of this Agreement.In Article IV.A.1, the West Slope Signatories agree not to contest or to stipulate to the entry of the two proposed decrees included in Attachment N, in Case No. 2006CW255 (Roberts Tunnel –N1) and Case No. 2003 CW039 (Dillon Refill –N2), and to support and cooperate in any proceedings necessary to implement the provisions of this Agreement related to the Blue River Decree. The Signatories agree that, upon execution of this Agreement, Denver Water will file an amended application in 2006CW255 (Roberts Tunnel) for approval of the proposed Roberts Tunnel decree in Attachment N1 and publish supplemental notice thereof in the Division 5 Water Court. The Signatories agree that the amended application in Case No. 2006CW255 and the proposed Roberts Tunnel decree in Attachment N1 are among the mechanisms that will be used to implement Article III.A.3. If statements of opposition are filed as a result of the supplemental notice, the Signatories agree to cooperate to resolve any issues raised by such statements and to finalize the proposed Robert Tunnel decree in 2006 CW255. 1.The Signatories agree that the proposed Roberts Tunnel decree in Attachment N1 will not be presented to the federal court for entry of final judgment untilthe earlier of the following: a.The U. S. Bureau of Reclamation has executed the “separate agreement” described in Article VI.B.2, pursuant to which it agrees “that if a Shoshone Outage occurs, it will continue to operate Green Mountain Reservoir as if the Senior Shoshone Call were on the river.” 4/19/2012 44 b.The Signatories agree that the goal of Article VI.C.3 has been achieved, such that the Signatories, other water users, and the State of Colorado water administration officials have devised and implemented “a mechanism or combination of mechanisms that will permanently preserve the Shoshone Call Flows.” If the agreed-upon mechanism requires a water court application, achievement of the goal for purposes of this paragraph 2.b is defined as the entry of a final decree approving the mechanism by the water court, which is no longer subject to appeals. 3.Several provisions of this Agreement are contingent upon the Resolution of Blue River Decree Issues, which is defined in Article III.A.2 and the Definitions as the entry of final judgments and decrees no longer subject to appeals in 06CW255 and 03CW039. The Signatories acknowledge that any delay required by Article VII.J.2 above in the entry of a final judgment will cause an equivalent delay in implementing the various provisions of this Agreement that are contingent upon Resolution of Blue River Decree Issues. 4.The Signatories acknowledge that they are contractually bound upon the Effective Date of this Agreement, regardless of any delay in the entry of a final judgment in Case No. 06CW255 required by Article VII.J.2 above. 5.The Signatories agree to coordinate and provide reasonable assistance to each other in obtaining any necessary license, permit or approval to carry out this Agreement, including those described in this Article VII.J.The Signatories agree that not every issue and problem can be foreseen and dealt with in advance, and that cooperation will be needed to handle future events that might impair implementation of particular provisions of this Agreement. If such an impairment of a particular provision occurs, the Signatories agree to cooperate in good faith in a reasonable manner to develop alternative means to accomplish as nearly as possible the desired outcome of the provision in question. K.Severability or Reform of Invalid Provisions.Wherever possible each provision of this Agreement shall be interpreted and implemented in such manner as to be effective and valid under applicable law. If any provision or portion of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect unless the remaining provision’s effectiveness is explicitly dependent upon the invalid or unenforceable provision. The Signatories agree to reform this Agreement to replace any such invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the intention of the stricken provision. The provisions of this Agreement shall be reasonably and liberally construed to achieve the intent of the Signatories. L.Venue.Venue for resolution of any dispute of water matters under this Agreement resulting in litigation shall be the District Court, Colorado, for the appropriate Water Divisionor federal district court, as appropriate under the Blue River Decree. Venue for all other matters under this Agreement resulting in litigation shall be the Colorado District Courtfor . the county in which anydefendant resides 4/19/2012 45 M.Conflict Resolution.The Signatories agree that if a dispute arises between Denver Water and a West Slope Signatory, the affected Signatories will confer in good faith and endeavor to resolve the concern. If the affected Signatories reach an impasse, they will select a neutral third party mediator who wouldseek an acceptable voluntary solution to the conflict. For conflicts that involve a technical or scientific matter, the neutral third party mediator may select an independent technical or scientific expert, acceptable to the Signatories involved in the mediation, to review and make a recommendation on the matter. If the conflict cannot be resolved through the efforts of the mediator, then the affected Signatories may pursue any available legal or administrative recourse. N.Information Sharing.The Signatories shall maintain records in accordance with their normal procedures with regard to their respective obligations under this Agreement, and shall make such records available to each other upon reasonable request. 4/19/2012 46 Article VIII Definitions TERMDEFINITION 1985 Summit Agreement between Summit County Board of Commissioners and AgreementDenver Water, dated September 19, 1985 1992 Clinton AgreementClinton Reservoir -Fraser River Water Agreement, dated July 21, 1992 2007 Shoshone Agreement between Denver Water and Public Service Company of AgreementColorado d/b/a Xcel Energy, effective January 1, 2007, concerning reduction of the Shoshone Call Abstention Provisionsa.Abstain permanently from pursuing or participating in any project that would result in any new depletion from the Colorado River and its tributaries above the confluence with the Gunnison River, including without limitation the Eagle River (with the exception of the Eagle River MOU for Auroraand the Upper Colorado Cooperative Project). Pursuing or participating in a project means seeking formal approval of any aspect of a project in a regulatory or judicial forum, but does not include conducting various planning activities such as feasibility studies. b.Abstain from pursuing or participating in any project that would result in diversions from the Colorado River Basin within Water Divisions Nos. 4 and 6, or downstream from the confluence of the Gunnison and Colorado Rivers in Water Division No. 5 for a period of 25 years. Pursuing or participating in a project means seeking formal approval of any aspect of a project in a regulatory or judicial forum, but does not include conducting various planning activities such as feasibility studies. This abstention period would be reduced to 15 years if, within the first 10years following execution of this agreement, the NEPA permitting process for the Upper Colorado Cooperative Project has not been initiated. If construction of a cooperative project commences within 20 years from the date of this agreement, then the abstention period under this paragraph would be extended for an additional 10 years (a total of 35 years). Blue River DecreeThe stipulations, judgments, decrees and orders entered in Consolidated Civil Nos. 2782, 5016 and 5017, United States District Court, District of Colorado including determinations of diligence and to make absolute. Cameo CallA request to the state water officials to curtail diversions of junior water rights to satisfy any or all ofthe water rights legally divertible for irrigation and power purposes at the headgates of the Grand Valley Project’s Government Highline Canal near Cameo and the Grand Valley 4/19/2012 47 Irrigation Company’s Grand Valley Canal near Palisade. The water rights divertible at these headgates are owned and/or operated by Grand Valley Irrigation Company, Grand Valley Water Users Association, Mesa County Irrigation District, Palisade Irrigation District and Orchard Mesa Irrigation District and are listed on Exhibits A and Bto the Stipulation and Agreement dated as of September 4, 1996, in the “Orchard Mesa Check Case,” Case No. 91CW247. Eagle River MOUThe agreement effective December 1, 1997 among the Cities of Aurora and Colorado Springs, Colorado River Water Conservation District, Cyprus Climax Metals Company, and the Vail Consortium consisting of the Eagle River Water and Sanitation District, Upper Eagle Regional Water Authority and Vail Associates, Inc. Effective DateThe first business day at least seven days after the last Signatory has signed this Agreement. Environmental A project that involves aquatic and riparian species habitat protection or Enhancement Projectenhancement; wetland creation or enhancement for (1) mined land reclamation or (2) other water quality protection; or watershed protection, including, without limitation,fuel reduction, erosion control or revegetation. Fraser Collection Denver’s Water system of diversions, canals, tunnels and other Systeminfrastructure located in the headwaters of the Fraser River Basin in Grand County Grand County Operating Exhibit B to the 1992 Clinton Agreement Plan Grand County Water Those entities listed in paragraph 4(c) of the Clinton Agreement Users IRPDenver Water’s Integrated Resource Plan, prepared pursuant to the Denver Water Board’s October 15, 1996 water resource statement, published in 1997 and updated in 2002 Issuance andThe permits necessary for the Moffat Project are defined to be the 404 Acceptance by Denver permit by the Corps of Engineers; the license amendment by FERC; the Water of Permits section 4(e) conditions and special use permit by the U. S. Forest Service; Necessaryfor the the 401 certification from the Colorado Water Quality Control Division; Moffat Projectand the Boulder County 1041 permit, if one is required. The Denver Water Board must decide, in its sole discretion, whether to accept the permits within 6 months after the last final agency action regarding the permits on this list. If a permit is appealed during the six-month approval period, the deadline for Denver Water to decide whether to accept the permits will be extended until 30 days after the final resolution of the appeal. Joint Use ProjectA water supply project located on the East Slope agreed to by Denver Water and one or more East Slope water suppliers 4/19/2012 48 Moffat ProjectDenver Water’s Moffat Collection System Project, which is the subject of permit application NWO-2002-80762-DEN, filed with the U. S. Army Corps of Engineers Moffat Project becomes The capacity of Gross Reservoir has been enlarged, and water has been operationaldiverted andstored in the enlarged portion of Gross Reservoir Resolution of Blue The entry of final judgments and decrees in 06CW255, Water Division 5, River Decree Issuesand in 49-cv-2782, U.S. District Court, and in 03CW039, Water Division 5, that are no longer subject to appeals,in the form of the proposed decrees set forth as Attachment Nto this Agreement. Reusable Return FlowsFlows that return to the river system after the initial beneficial use of water, including reusable effluent, which may be reused or successively used, either directly or by exchange. ReuseUse of return flows or effluent directly or by exchange for the same or a different purpose as the initial use. Senior Shoshone CallA request to the state water officials to curtail diversions ofjunior water rights to produce a flow at the Dotsero Gauge of 1250 cfs for power purposes at the Shoshone Power Plant Service AreaDenver Water’s 2010 Service Area as depicted in the map in Attachment B. Shoshone CallArequest to the state water officials to curtail diversions of junior water rights to produce a flow at the Dotsero Gauge of 1408 cfs for power purposes at the Shoshone Power Plant. Shoshone Junior RightsThe water rights decreed for and associated with the Shoshone Power Plant (aka the Glenwood Power Canal), adjudicated for 158 cfs on February 7, 1956, with an appropriation date of May 15, 1929. Shoshone Senior RightThe water right decreed for and associated with the Shoshone Power Plant (aka the Glenwood Power canal), adjudicated for 1,250 cfs on December 9, 1907 with and appropriation date of January 7, 1902. SignatoriesDenver Water, Colorado River Water Conservation District, Middle Park Water Conservancy District, Boards of County Commissioners of Eagle, Grand, and Summit Counties, Clinton Reservoir Company, Eagle Park Reservoir Company, Eagle River Water and Sanitation District, Upper Eagle Regional Water Authority, Grand Valley Water Users Association, Orchard Mesa Irrigation District, Ute Water Conservancy District, Palisade Irrigation District, Mesa County Irrigation District, Grand Valley Irrigation Company, City of Glenwood Springs, and City of Rifle. Upper Colorado A water supply project located on the West Slope, agreed to by Denver Cooperative Project Water and the West Slope Signatories to this Agreement, and designed to 4/19/2012 49 produce water for use on the East and West Slopes, including at least 20,000 acre-feet of average annual diversions foruse on the East Slope. West Slope ChargeA per-acre-foot charge that East Slope recipients of water under Articles I.B.1, I.B.2.e, and I.B.3 agree to pay into the West Slope Fund, to be collected by Denver Water pursuant to a West Slope Charge Agreement, in substantially the form of AttachmentD.The paymentwill be equivalent to the stated percentageof the then-current standard rate for nonpotable or potable water, as applicable,charged by Denver Waterto customers outside its Service Area. West Slope FundA fund to be established by December 31, 2011 to serve as the depository of payments of the West Slope Charge. The West Slope Fund will be managed by the Colorado River Water Conservation District, or other trustee acceptable to the parties, and will be used solely forwater supply, watershed and water quality projects that benefit the West Slope. No money from the West Slope Fund may be used for litigation costs. a. One-fifth of the West Slope Chargeimposed under Articles I.B.1 and I.B.2.e, or 2.5% of the 12.5%(Forest Restoration Funds) will be dedicated to accomplishing the following activities in the watersheds in which Denver Water’s facilities in Grand and Summit counties are located: Forest thinning, prescribed fire, tree planting, riparian vegetation improvements, road decommissioning, road improvements, mine reclamation, and other forest and watershed health treatments that benefit water flows or water quality within and below the watershed; and Aquatic restoration or improvement activities that address sediment loading or other water flow or water quality issues caused directly or indirectly by the pine beetle infestation or other forest health issues. b.The Forest Restoration Funds shall be split equally into two interest- bearing accounts,one for Summit County and one for Grand County, to bemanaged by the River District. The River District shall distribute Forest Restoration Funds from the accounts as directed by the counties. c. During the term of the Memorandum of Understanding between Denver Waterand the USDA, Forest Service Rocky Mountain Region (USFS)dated July 29, 2010 (MOU), the Forest Restoration Funds shall be used for projects consistent with USFS activities in the Sulphur and Dillon Ranger Districts that are included in the August 19, 2010 5-Year Operating Plan that supports the MOU, as determined by agreement between Denver Water and the Board of County Commissioners of each county for projects located in that county. This use of Forest Restoration 4/19/2012 50 Funds will be in addition to, and will not reduce thetotal amount of planned contributions of Denver Water and USFS under the MOUand the Operating Plan.The Forest Restoration Funds may be used on non- USFS lands. d.Following termination of the MOU, Forest Restoration Funds from Grand County’s account will be added to the resources available for use in the Learning by Doing Cooperative Effortestablished in Article III.E.6. Decisions on how best to use the funds willfollow the decision process outlined in the Learning by Doing IGA.The use of Forest Restoration Funds from Summit County’s accountwill be determined by agreement between Summit County and Denver Water. 4/19/2012 51 4/23/2012 2012GRAND COUNTY WATER USERS’ OPERATING PLAN 1. Introduction This 2012 Grand County Water Users’ Operating Plan (“Plan”) is entered into this ___ day of _______, 2012 between the CITY AND COUNTY OF DENVER, acting by and through its BOARD OF WATER COMMISSIONERS (“Denver Water”), GRAND COUNTY WATER AND SANITATION DISTRICT NO. 1, a political subdivision of the State of Colorado (“GCWSD No. 1”), WINTER PARK WATER AND SANITATION DISTRICT, a political subdivision of the State of Colorado (“WPWSD”), TOWN OF FRASER, a political subdivision of the State of Colorado (“Fraser”), TOWN OF GRANBY, a political subdivision of the State of Colorado (“Granby”), WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“WPRA”), and GRAND COUNTY MUTUAL DITCH AND RESERVOIR COMPANY, a Colorado mutual ditch company (whose current shareholders are Grand County, the Colorado River Conservation District, the Town of Winter Park, Granby, GCWSD No. 1 and WPWSD) (“GCMDRC”). All the signatories to this Plan are referred to collectively as the “parties.” This Plan supersedes and replaces the prior version of the Grand County Water Users’ Operating Plan (“1992 Plan”), which was incorporated as Exhibit B to the Clinton Reservoir-Fraser River Water Agreement dated July 21, 1992 (“Clinton Agreement”). This Plan provides for implementation of certain aspects of the Colorado River Cooperative Agreement (“Cooperative Agreement”) dated ___________ between Denver Water and numerous West Slope entities, including Grand County,resolving longstanding water issues, as well as providing for continued operations from the 1992 Plan. The Grand County Water Users (“Water Users”) are the signatories to this Plan other than Denver Water. This Plan describes how water available in Denver Water’s Fraser River and Williams Fork River collection systems (collectively, the “Moffat System”) will be delivered to the Water Users under the contracts listed in Table 3; the Clinton Agreement; and the Article III Implementation Agreements executed pursuant to Article III.E of the Cooperative Agreement. To the extent this Plan is inconsistent with the Clinton Agreement, this Plan shall control. To the extent this Plan is inconsistent with the Implementation Agreements, the Implementation Agreements shall control. Sections 2, 3 and 4 of this Plan may only be modified by means of a written amendment executed with the same formality as employed in the execution of this Plan. The affected signatories may mutually agree to modify other provisions of this Plan without such formality. 2. Water Supplies Five types of water supplies will be managed in this Plan. The water supplies listed below are referred to collectively as “Plan Water Supplies”: 1 4/23/2012 (A) Existing Contract Water, which means the water defined in Table 3; (B) Reservoir Yield, which is defined in paragraph 1(a) of the Clinton Agreement to be “a reliable annual yield for Clinton Reservoir of 1200 acre feet,” of which WPRA is entitled to 90 acre feet; (C) Bypass Water, defined in paragraph 4(c) of the Clinton Agreement: “The Water Board will annually bypass at its intakes and make available from other components of its water delivery system . . . 920 acre feet of water;” (D) Additional Bypass Water,defined in Article III.E.20 of the Cooperative Agreement, which states: “Upon Issuance and Acceptance by Denver Water of Permits Necessaryfor the Moffat Project, Denver Water agrees to make an additional 375 acre feet of water available to Grand County Water Users”; and (E) Vail Ditch Water,defined in Article III.E.21 of the Cooperative Agreement, which states: “Denver Wateragrees to allow GCMD&RC’s Vail Ditch shares to be traded for a like amount of water in Denver Water’s Fraser CollectionSystem and carried through that system for delivery and use in the headwaters of the Fraser River Basin,without any increaseor decreasein yield to Denver Water’s system.” The Additional Bypass Water and the Vail Ditch Water represent new obligations of Denver Water created under the Cooperative Agreement and implemented through Implementation Agreements with each of the Water Users. Table 1 contains a list of all the Water Users’ water managed under this Plan. Denver Water will be responsible for operating the Moffat System for diverting, collecting, and delivering water as provided in this Plan. Denver Water is required by the Amendatory Decision to the Fraser River Diversion Project Right of Way dated April 22, 1970, D. 027914, to bypass water at several points of diversion in the Fraser River collection system. Denver Water agreed in paragraph 4(d) in the Clinton Agreement to restrict its ability under the Amendatory Decision to reduce the bypass flows. Paragraph 4(d) of the Clinton Agreement remains in effect, and is enforceable by the Water Users. In Article III.E.12 of the Cooperative Agreement, Denver Water agreed to further restrict its ability under the Amendatory Decision to reduce bypass flows, beginning with the year the “Moffat Project becomes operational,” as defined in the Cooperative Agreement. The Water Users will have the right to enforce the bypass flow restrictions in Article III.E.12 once they become effective. Deliveries of water under this Plan are in addition to the bypass water described in this paragraph. The Water Users understand and acknowledge that, in implementing this Plan, Denver Water will not undertake operations that would create an adverse impact on the water supply yield of its Moffat System, except as specifically provided in the contracts listed in Table 3, the Clinton Agreement and the Cooperative Agreement. 3.Priorities for Water Use During Shortages The Water Users have reviewed the hydrology of the Moffat System and determined that water shortages may occur during dry years. To lessen the impact of the potential shortages, WPRA agreed in paragraph 3 of the 1992 Plan to construct at its expense, a pumpback to withdraw water 2 4/23/2012 from the West Portal of the Moffat Tunnel (the “Pumpback Structure”). Denver Water agreed in that same paragraph of the 1992 Plan to allow WPRA to construct the Pumpback Structure and to withdraw water from the Moffat Tunnel. The Pumpback Structure would have allowed WPRA to access additional water from the Ranch Creek and Fraser River/Jim Creek components of the Moffat System. In Article III.E.14 of the Cooperative Agreement, Denver Water has agreed to make payments of $1.95 million and $2 million to offset construction costs for the projects listed in Attachment L to the Cooperative Agreement. The projects include the Jim Creek Bypass and Pipeline, which would deliver additional physical supplies from Jim Creek to the Fraser River above the WPWSD’s diversion. As a result, Denver Water and the Water Users have agreed to extinguish any right or obligation WPRA might have had under the 1992 Plan to construct the Pumpback Structure. The parties recognize and acknowledge that all the Plan Water Supplies may not be available at all times. Accordingly, the parties agree that in the event shortages occur, the available water shall be diverted in accordance with the following priorities, which are further described in Table 2: . A.Prior to Construction of Jim Creek Bypass and PipelinePrior to construction of the Jim Creek Bypass and Pipeline, the available water shall be diverted in the following order: 1.Existing Contract Water and, with an equal priority, WPRA’s historic snowmaking uses as of 1992, attributable to Reservoir Yield, which the other Water Users and Denver Water agree to be 5.3 cfs and 180 acre feet per ski season. 2.Bypass Water. 3.Any remaining Reservoir Yield. 4.Additional Bypass Water and Vail Ditch Water, which shall have equal priority. Notwithstanding anything to the contrary contained in this subparagraph A, upon construction of the Jim Creek Bypass and Pipeline, WPRA’s entire Reservoir Yield shall be entitled to the priority described in subparagraph B below. . B.AfterConstruction of Jim Creek Bypass and PipelineAfter the construction of the Jim Creek Bypass and Pipeline, shortages of available water may still occur. In the event of such shortages, the available water shall be used in the following order: 1.Existing Contract Water and Reservoir Yield, which shall have equal priority. 2.Bypass Water. 3.Additional Bypass Water and Vail Ditch Water, which shall have equal priority. Notwithstanding the provisions of the foregoing subparagraphs A and B, any Water User may assert that the Plan Water Supplies available at the time are insufficient to meet the indoor municipal and firefighting water requirements of such Water Userbecauseof low flow conditions or bypass flows imposed by the U.S. Forest Service. In this event, WPRA and the affected Water User shall each designate one representative to meet forthwith to determine 3 4/23/2012 whether such an insufficient water supply exists. If an insufficient supply is determined to exist, such Water User’s Existing Contract Water and Bypass Water shall be given priority over Reservoir Yield for the period of such insufficient supply. If these representatives are unable to agree, any party may petition the Grand County District Court for a prompt determination of the matter. All parties consent to the jurisdiction of the Grand County District Court to hear and determine this dispute. C.Integration of Fraser 1,000 af.Under Article III.E.10 of theCooperative Agreement, Denver Waterhas agreed “to make available to Grand County 1,000 acre feet of water from its Fraser River Collection System (“Fraser 1,000 af”) for use for environmental purposes and any incidental recreational benefit.” The Water Users and Grand County have addressed the integration of the Fraser 1,000 af into this Plan by a separately executed Agreement Concerning Integration of Operating Plan and Cooperative Effort (the “Integration Agreement”). In times of water shortages, the Fraser 1,000 af will be given the priority set forth in the Integration Agreement. 4. Denver Water’s Obligations Denver Water will divert as much water into the Moffat System as is reasonably possible, consistent with its water right decrees and its bypassflowobligations, and as needed to fulfill its obligations under this Plan. Denver Water will deliver or make available to each Water User the amounts of water at the delivery locations, and within the delivery seasons listed in Table 1. Changes toamounts and locations in Table 1 may be proposed to Denver Water by the Operations Managers described in paragraph 6(A) and approval of such changes shall not be unreasonably withheld. Subject to the provisions of Table 1, paragraph 3 above, and this paragraph 4, Denver Water will deliver or make available water at such times and at such rates as requested by a Water User. Water deliveries are subject to physical availability of water and operational feasibility as described immediately below. Denver Water reserves the right to maintain, repair and improve the Moffat System as it determines to be necessary for the safe, prudent and efficient operation of the Moffat System. Denver Water will coordinate any such actions with the Water Users if those actions may result in the interruption of deliveries. The Water Users recognize that Denver Water may be required to conduct the above actions during periods when deliveries are occurring. Denver Water will make reasonable efforts to minimize any interruptions of deliveries under this Plan, and will provide advance notice to any affected user as soon as Denver Water is aware that interruptions may occur. 5. Delivery Structures The parties acknowledge and agree that the delivery structures necessary for water delivered under the Clinton Agreement have been constructed and are fully operational. All construction costs for such structures, and reimbursements of construction costs,have been agreed to by the Water Users and paid to Denver Water. The parties have also agreed on payment arrangements for all operation and maintenance costs under the Clinton Agreement. The following provisions shall apply only to new or modified delivery structures required to allow accurate deliveries of water under this Plan. 4 4/23/2012 A. Construction of Delivery Structures. The Water Users and Denver Water will cooperate to design, permit, construct, operate, and maintain new or modified bypass or delivery structures at each approved delivery point from the Moffat System (“Structures”) as necessary to allow accurate deliveries ofwater under this Plan, as well as any use of the Moffat System to convey water as a temporary source of supply allowed by Denver Water under Article III.E.17 of the Cooperative Agreement. The Water Users will supply Denver Water with anticipated flow rate operating ranges and proposed locations for each delivery point. Denver Water will then design the Structures to provide a minimum of a valve, meter pit and meter at each delivery point capable of operating during the winter. The draft design and estimated cost of permitting and construction will be provided to the affected Water Users for approval. The Water Users and DenverWater will mutually resolve any disagreements on the costs, design and locations of Structures. All designs will be compatible with the operation and maintenance of the Moffat System and will meet Denver Water’s engineering design standards. Once the design is finalized, Denver Water will construct or modify the Structures within a reasonable time and the affected Water Users will reimburse Denver Water for design, permitting and construction costs, using the same process as that followed for construction of the Clinton Agreement structures. Denver Water reserves the right to expand the design for its own purposes and will be responsible for the additional cost related to the expanded design. Denver Water will operate and maintain the Structures, and the affected Water Users agree to reimburse Denver Water for all reasonable costs associated with that operation and maintenance, as described in paragraph 5.C below. B.Permitting of Delivery Structures. Denver Water will make reasonable efforts to obtain any permits or approvals required for the construction of the portion of the Structures contemplated under this Plan located on Denver Water’s property or rights of way. All costs associated with obtaining the permits or approvals will be reimbursed toDenver Water by the affected Water Users. If any lawful permitting authority conditions the permits or approvals in a way that is unacceptable to any party, Denver Water is not obligated to construct those Structures but will make reasonable efforts to design and secure approval of such other Structures as are necessary to meet its obligations under this Plan. In the event that acceptable approval of the Structures cannot be obtained, and no alternative means of delivering and measuring the wateris possible, water under this Plan shall be delivered using existing structures operated by Denver Water at the affected Water Users’ expense and measured to the best ability of Denver Water to ensure that deliveries do not exceed delivery obligations. C.Reimbursement of Denver Water’s Costs.Denver Water shall be reimbursed for its costs associated with construction of any new or modified structures required to deliver water to the Water Users under this Plan and for ongoing operation and maintenance costs for such structures. Denver Water shall not deliver water under this Plan to any Water User that has failed to meet its reimbursement obligations under this paragraph. 1.Capital Costsof Construction.Reimbursementto Denver Waterfor costs of construction of new or modified structures shall be made by the party or parties who have requested such construction.Denver Water will not commence construction 5 4/23/2012 before the parties requesting such construction have determined the allocation of their reimbursement obligations. 2.Operation and Maintenance Costs.Reimbursementto Denver Waterof ongoing operation and maintenance costs for all structures shall be made by the party or parties using each structure during the preceding twelve-month periodin proportion to their respective annual water entitlement from each structure. The reimbursement obligations of any of the parties may be subject to adjustment pursuant to paragraph 6.B of this Plan. 6. Operations A.Water Users Committee and Operations Managers.The Water Users shall form a committee consisting of one member from each of the Water Users (the “Water Users Committee”). The purpose of the Water Users Committee shall be to share information, coordinate deliveries of its members under this Plan and to cooperate and work together to address water supply issues of mutual concern. The Water Users Committee shall meet at least two times each year. Three operations managers will be responsible for operations under this Plan. 1.One operationsmanager shall be responsible for coordinating with Denver Water regarding delivery of Existing Contract Water, Bypass Water and Additional Bypass Water to Water Users other than WPRA and GCMDRC. To the extent reasonably possible, this operations manager will deliver a portion of Granby’s or Fraser’s Bypass Water and Additional Bypass Water down Big Vasquez Creek, unless otherwise requested by Granby or Fraser. If Granby directs the delivery of its Bypass Water or its Additional Bypass Water at a locationother than Big Vasquez Creek, Granby shall pay a proportionate share of Denver Water’s operation and maintenance costs pursuant to paragraph 5of this Plan. 2.WPRA shall provide its own operations manager, at its expense, who shall be responsible for coordinating with Denver Water regarding delivery of WPRA’s Existing Contract Water, Reservoir Yield, Bypass Water and Additional Bypass Water under this Plan. 3.GCMDRC shall provide its own operations manager, at its expense, who shall be responsible for coordinating with Denver Water regarding delivery of its Vail Ditch Water under this Plan. The GCMDRC operations manager shall be responsible for all communications between shareholders and Denver Water operations personnel. The three operations managers will coordinate amongst themselves and communicate with Denver Water jointly using a single contact person about operations of the Moffat System under this Plan. The Water Users Committee will coordinate with Grand County concerning the operations described in the Integration Agreement. B.Shared Use of Structures.If any of the parties seeks to jointly utilize a Structure, the party shall be permitted to do so provided that (i) water is allocated pursuant to the priorities 6 4/23/2012 established in paragraph 3 of this Plan, (ii) the party, if any, who has paid for the design, permitting and construction costs (“Capital Costs”) of a Structure recovers from any new party using the Structure the new party’s proportionate share of such Capital Costs in proportion to their respective annual water entitlement from such Structure, and (iii) operation and maintenance costs shall be shared by all parties using a Structure in proportionto their respective annual water entitlement from such Structure. C.Use of Siphon 1A.WPWSD has requested that Siphon 1A be listed as one of its delivery structures in Table 1. WPWSD has not historically used Siphon 1A. WPWSD acknowledges that any supply in Siphon 1A is interruptible and will be subject to Denver Water’s ability, in its sole discretion,to take the siphon out of service for maintenance, inspection and operational needs. 7. Water Accounting As frequently as necessary, but no more often than once per week, the operations managers will coordinate and provide to Denver Water’s Raw Water Supply Section (“Raw Water Section”) requests for water deliveries under this Plan by type (Existing Contract Water, Reservoir Yield, Bypass Water, Additional Bypass Water or Vail Ditch Water) at each delivery point. Denver Water will make the releases at the delivery points and provide monthly accounting (or weekly if requested by the Water Users) showing daily deliveries for the previous month (or week)based on flow measurements from each delivery point. All Water Users shall share accounting information including type of water and point of delivery. 8. Williams Fork Reservoir Water Any of the Water Users will have five yearsfrom the date of the Cooperative Agreement to determine the amount of the Water User’s Bypass Water or Additional Bypass Water to be converted to storage in Williams Fork Reservoir. Denver Water will provide the amount of converted water in Williams Fork Reservoir during each July 1 to June 30 water year. The Water Users cannot credit water from one water year to the next water year in Williams Fork Reservoir. Any water remaining in the Water Users’ Williams Fork Reservoir account at the end of the year (June 30) is credited to Denver Water. The operations managers shall coordinate and make requests to the Raw Water Section for water releases from Williams Fork Reservoir. Such requests shall be made 48 hours in advance. Releases will be made in whole cfs-day increments between 1 cfs-day and 10 cfs-days. For such releases, the conversion of 1 cfs-day equals 1.9835 acre feet will be used. 9.WPRASnowmaking Recapture Plan A.Clinton Agreement Snowmaking.Paragraph2(b) of the Clinton Agreement provides that, subject to the provisions of paragraph 2(c) of the Clinton Agreement, WPRA’s snowmaking diversions shall not exceed five times the number of acre feet of Reservoir Yield to which WPRA is entitled by virtue of its ownership of stock in the Reservoir Company. 7 4/23/2012 Paragraph 2(c) of the Clinton Agreement requires WPRA to provide Denver Water one acre foot of water from the Reservoir Yield for every acre foot of water provided to WPRA for which snowmaking return flows cannot be captured by or otherwise credited to Denver Water’s Fraser River Diversion Project. B.Cooperative Agreement Snowmaking.Article III.E.20.a of the Cooperative Agreement and WPRA’s Article III Implementation Agreement provide that 100 acre feet of the 375 acre feet of Additional Bypass Water will be allocated to WPRA for use in connection with the Winter Park Ski Area and Resort. This water may be used for snowmaking or other purposes. Any use of the 100 acre feet for snowmaking will be governed by the provisions of footnote 1 in Article III.B.14 of the Cooperative Agreement. Snowmaking return flows must be above, or otherwise recaptured and returned to the Moffat System. Footnote 1 provides that such water shall be entitled to a snowmaking ratio of not more than 5 to 1 (or such other ratio based on the amount of credited snowmaking return flows established by subsequent decrees). By way of illustration, the maximum allowable 5 to 1 snowmaking ratio for the 100 acre feet (consumptive use amount) under the Cooperative Agreement would allow for deliveries or bypasses and subsequent snowmaking diversions of 500 acre feet. Denver Water and WPRA agree to participate in joint studies (with other ski areas) on the amount and timing of snowmaking return flows from each resort entitled to snowmaking water under the Cooperative Agreement, and to cooperate in maximizing the amount of snowmaking return flows in any Water Court proceeding. The combined volume of water for snowmaking amounts under the Cooperative Agreement and the Clinton Agreement, excluding snowmaking by the Town of Frisco, shall not exceed the 6,000 acre feet limit on snowmaking water contained in the Clinton Agreement. . C.Snowmaking Return Flows RecaptureIn the 1992 Plan, Denver Water conceptually agreed that the Fraser River Pump and Pipeline, as defined in theBishop-Brogden Associates , Inc. reportdated May 1992,entitled “Replacement and Return of Snowmaking Losses at Winter Park Ski Area”(the Study), would be capable of allowing an amount of water equivalent to the amount of snowmaking return flows from areas of Winter Park Ski Area that are not naturally tributary to the Moffat System to accrue to the Moffat System. Denver Water further conceptually agreed with the conclusions of the Study concerning the areas of the Winter Park Ski Area where snowmaking return flows are naturally tributary to the Moffat system. Subsequently, WPRA obtained a decree from the Water Court in Water Division 5 in Case No. 92CW332 which provides for the recapture and return of snowmaking return flows not naturally tributary to the Moffat System to the Moffat System via the Fraser River Pump and Pipeline. Denver Water agrees that the Fraser River Pump and Pipeline, as described in Attachment L to the Cooperative Agreement, once constructed generally in accordance with the Study and operational at sufficient capacity, will allow WPRA to receive the benefit of paragraph 8(a) of the Clinton Agreement for snowmaking diversions applied to areas not naturally tributary to the Moffat System. The Fraser River Pump and Pipeline operational at sufficient capacity shall also be acceptable for the recapture and return of snowmaking return flows from Additional Bypass Water applied to areas not naturally tributary to the Moffat System, as those areas are defined in the Study, provided that the Colorado State Engineer or the Water Court agreesthat the amount of water collected with the structural diversion will be credited to Denver Water. Denver Water and WPRA shall develop a construction and operations plan for the Fraser River 8 4/23/2012 Pump and Pipeline that will include: (1) necessary license or easement agreements; (2) provisions for measuring snowmaking return flows delivered to Denver Water using the structural diversion; and (3) contingencies in the event return flows cannot be delivered to Denver Water due to structural failure or regulatory intervention. Denver Water and the Water Users also agree to WPRA’s plan for diverting Existing Contract Water (41.44 af),Reservoir Yield or Additional Bypass Water at the Fraser River Pump and Pipeline. The Fraser River Pump and Pipeline is intended tobe a supplemental or secondary source of snowmaking water and the diversions of snowmaking water (but not snowmaking return flows) shall occur when adequate snowmaking supplies are not available from the Vasquez Canal and shall be subject to the provisions of paragraph 3.B of this Plan. D. Fraser River Pump and Pipeline Project. Within five years of the payment by Denver Water required under Article III(E)(14)(b)of the Cooperative Agreement,WPRA shall move its snowmaking pumps out of the Vasquez Canal.A new snowmaking pumphouse adjacent to the Vasquez Canal (which still has as its source water from the canal) and the Discovery Park Snowmaking Pond, as well as interconnects to both facilities, are components of the Fraser River Pump and Pipeline Project. 10. Little Vasquez Creek Denver Water will make available for GCWSD No. 1 at least 0.5 cfs of Existing Contract Water from its Moffat System at its existing diversion structure on Little Vasquez Creek, at a new or modified bypass structure for Little Vasquez Creek or by a blend from both structures, to fulfill Denver Water’s obligation to deliver water to GCWSD No. 1 pursuant to the contract between them dated October 6, 1960. GCWSD No. 1 shall designate one of the above-referenced points of delivery, which point may be changed from year to year. Provided that GCWSD No. 1 is receiving 0.5 cfs in the manner set forth above, WPRA may divert from its proposed wells in the Little Vasquez Creek drainage basin in an amount not to exceed 23.2 acre feet annually (3.2 acre feet shall be allocated to WPRA’s Existing Contract Water and 20.0 acre feet shall be allocated to its Bypass Water). Unless otherwise demonstrated by WPRA, the parties agree that pumping from WPRA’s wells tributary to Little Vasquez Creek shall have an instantaneous effect on Little Vasquez Creek. GCWSD No. 1 agrees that it will not be injured by WPRA’s diversions as described in this paragraph. The natural flow of Little Vasquez Creek in excess of 0.5 cfs may be distributed by any ofthe following methods: A.Denver Water shall have a first and prior right to divert the natural flow of Little Vasquez Creek in excess of 0.5 cfs subject to the rights of WPRA to divert 23.2 acre feet annually through the proposed wells described above. B.If Denver Water, in its sole discretion, determines that it will not divert the natural flow in excess of 0.5 cfs, GCWSD No. 1 may divert such flow pursuant to its junior water rights, subject to the rights of WPRA to divert 23.2 acre feet annually through the proposed wells 9 4/23/2012 described above. Such diversions shall not be accounted as part of GCWSD No. l’s O’Neil Water or 20% Water, which are portions of GCWSD No. l’s Existing Contract Water,Bypass Water or Additional Bypass Water. C.If GCWSD No. 1 expressly requests Denver Water to deliver either the O’Neil Water, 20% Water, Bypass Water or its Additional Bypass Water to Little Vasquez Creek, GCWSD No. 1 shall be charged, and its water shall be accounted for accordingly. GCWSD No. 1 shall be so charged irrespective of whether such deliveries occur as a result of Denver Water passing more than 0.5 cfs at its point of diversion on Little Vasquez Creek or from a new or modified diversion structure. D.If GCWSD No. 1 requests Denver Water to deliver its O’Neil Water, 20% Water, Bypass Water and its Additional Bypass Water to Big Vasquez Creek, and Denver Water fails to exercise its right to divert the natural flow of Little Vasquez Creek above 0.5 cfs, the parties recognize and agree that GCWSD No. 1 may divert such water under its junior water rights on Little Vasquez Creek. Such diversions therefore shall not be accounted as part of GCWSD No. l’s Existing Contract Water, Bypass Water or Additional Bypass Water. 11.Additional Bypass Water A.Purposes.One of the purposes of this Plan is to manage and account for the 375 acre feet of Additional Bypass Water. The parties desire to cooperate in obtaining administrative or judicial approvals to ensure that the Additional Bypass Water is physically and legally available, and to facilitate water deliveries to the Water Users, for the purposes described in the Cooperative Agreement and this Plan. B.Allocation.100 acre feet of the 375 acre feet of Additional Bypass Water is allocated to WPRA as described inparagraph 9.B. The remaining 275 acre feet of Additional Bypass Water will be allocated in equal amounts to GCWSD No. 1, WPWSD, Fraser and Granby (68.75 acre feet to each), subject to temporary reallocations made by agreement from year-to-year among themselves. The Water Users may enter into delivery agreements among themselves for the delivery of Additional Bypass Water and Vail Ditch Water from upstream users on the Moffat System to other downstream Water Users. C.Augmentation/Replacement Water.The Water Users shall be responsible for augmenting their respective out-of-priority depletions, if any, to the Colorado River system. In the case of WPRA, however, Denver Water shall augment snowmaking diversions and shall be entitled to recapture snowmaking return flows as provided in paragraph 9of this Plan. The use of Additional Bypass Water shall require Replacement Water, as defined in paragraph 6 of the Clinton Agreement and Article III.A.4 of the Cooperative Agreement to be provided to Denver Water. The Replacement Water ratio shall be 4/3 to 1 for summer deliveries (between May 15 and September 15 of any year) and 2/3 to 1 for winter deliveries (between September 16 of any year and May 14 of the following year), as described in Article III.E.20 of theCooperative Agreement. WPRA’s obligation to provide Replacement Water shall be based on the 100 af of Additional Bypass Water, rather than on the amount of water diverted for snowmaking.No Replacement Water shall be due to Denver Water on water stored in Williams Fork Reservoir as 10 4/23/2012 a result of conversion of Bypass Water or Additional Bypass Water in accordance with Paragraph 8 of this Plan. D.CWCB Agreement.In connection with the Clinton Agreement, the CWCB, the Towns of Fraser and Granby, GCWSD No. 1, WPWSD and WPRA entered into an agreement dated July 21, 1992 (“CWCB Agreement”) which recognized that “[u]p to 351 acre feet of other water may be available to the Grand County Users in the future.” The Water Users shall seek an amendment to the CWCB Agreement (i) recognizing the Additional Bypass Water as the “other water [that] may be made available to the Grand County Users in the future”, (ii) changing the amount of such other water from 351 acre feet to 375 acre feet, (iii) recognizing that the Delivered Water, as that term is defined in the CWCB Agreement, shall include Vail Ditch Water delivered by Denver Water pursuant to Article III.E.21 of the Cooperative Agreement, and (iv) Delivered Water may include additional water. Denver Water shall cooperate in such efforts by the Water Users to obtain an amendment to the CWCB Agreement. 12. Vail Ditch Water. As provided in Article III.E.21 of the Cooperative Agreement, Denver Water agrees to allow GCMDRC to trade Vail Ditch shares for a like amount of water in the Fraser Collection system. This trade may be more particularly described in an operation plan to be entered into between the GCMDRC and Denver Water. Such deliveries shall be subject to the priorities set forth in paragraph 3above; provided, however, that the parties will cooperate to facilitate WPRA’s use of its 100 acre feet of Additional Bypass Water (a maximum of 500 acre feet of diversions) during the snowmaking season. The parties will cooperate in seeking Englewood’s approval foruse of its system to transport Vail Ditch Water. 13. Administrative and/or Judicial Approvals. The parties acknowledge it may be beneficial for the Water Users to obtain administrative and/or judicial approvals in order to ensure that the Additional Bypass Water and Vail Ditch Water are physically and legally available for the purposes described in the Cooperative Agreement. The parties shall first attempt to make all decisions regarding the appropriate approach to gaining necessary approvals upon consensus of all parties, including review and approval of all Water Court applications prior to filingwith the Water Court. In the event that consensus cannot reasonably and in good faith be achieved or approval of Water Court applications cannot be obtained, each party may thereafter pursue any alternative available to the party, and each party shall beresponsible for paying all its own costs. No party shall attempt to obtain a priority different than that stated in this Plan. A.New Applications.The Water Users may file new applications for junior water rights to allow diversion of the Additional Bypass Water and Vail Ditch Water at the points of diversion allowed under this Plan. The Water Users agree to claim adjudication and appropriation dates for any such new filing in accordance with the priorities specified in this Plan. GCMDRC agrees that no new filing for water rights on Vail Ditch Water shall supersede, 11 4/23/2012 circumvent or replace, and shall otherwise be in accordance with, the priorities set forth in paragraph 3 above. B.Amended Applications in Case Nos. 92CW305 and 92CW333.The Water Users and WPRA may seek to amend their respective decrees in Case Nos. 92CW305 and 92CW333 to allow for diversions of all Bypass Water under the Clinton Agreement on a year-round basis at different points of diversion and for different uses and may also amend those decrees to include Additional Bypass Water and Vail Ditch Water. Such applications must be consistent with the provisions of this Plan, including the requirement for augmentation and replacement described in paragraph 11(C). . C.Contractual Agreement with the CWCBThe Water Users may enter into a contractual agreement with the CWCB, pursuant to C.R.S. § 37-92-102(3) or other authority, which would allow the CWCB to accept delivery of the Bypass Water, Additional Bypass Water and/or Vail Ditch Water from the respective Water User to protect or improve the natural environment to a reasonable degree in the Fraser and Colorado River basins. The Agreement would expressly provide that any of the Water Users can remove or call back its share of water from coverage by the agreement, temporarily or permanently, upon 24 hour notice to the CWCB. D.Gross Reservoir Substitution. Denver Water, Grand County and the CWCB have filedan application in Case No. 11CW152 in Water Division No. 5 fora junior water storage right in Gross Reservoir and right of substitution to make available the Additional Bypass Water and other water rights. E.Possible Options.The parties agree to cooperate with respect to options, including change of water rights, declaratory judgment, or other judicial approval, to allow for diversions or deliveries of Additional Bypass Water or Vail Ditch Water; consistent with the priority scheme set forth in paragraph 3 above. 14. Miscellaneous . A.Bypass Water on Year-Round BasisUpon execution of an Article III Implementation Agreement pursuant to Article III.E.15 of the Cooperative Agreement, Denver Water agrees to deliver Bypass Water under the Clinton Agreement to the Water Users on a year-round basis, thus negating the limitation on delivery period contained in paragraph 4(e) of the Clinton Agreement; provided, however, that each Water User may direct the period of delivery for its Bypass Water within the limits of physical availability of water, and providedthe required Replacement Water is made legally and physically available to Denver Water. B.Jim Creek Bypass/Pipeline.Upon permitting and construction of the Jim Creek Bypass/Pipeline, Denver Water agrees to deliver or make water available to the Jim Creek Bypass/Pipeline. Any portion of the Bypass/Pipeline located on Denver Water’s facilities or within Denver Water’s easements is considered to be a Structure whose permitting and construction will be governed by paragraph 5 of this Plan. 12 4/23/2012 . C.WPRA’sVillage Core Pond CaseUpon execution of the Cooperative Agreement, Denver Water agrees to withdraw its statement of opposition in Case No. 07CW194 involving WPRA’s Village Core Pond. 15. Assignment The terms and conditions of this Plan are bindingupon and shall inure to the benefit and burden of the parties’ successors and assigns. This Plan cannot be assigned by any of the Water Users in such a manner as to require a change in the physical operation of the Moffat System except upon the express written approval of Denver Water. The Water Users shall be entitled to assign their rights hereunder to any successor which acquires orleases all or substantially all the assets of a Water User. GRAND COUNTY WATER USERS: GRAND COUNTY WATER AND SANITATION DISTRICT NO. 1 By: WINTER PARK WATER AND SANITATION DISTRICT By: WINTER PARK RECREATIONAL ASSOCIATION By: TOWN OF FRASER By: 13 4/23/2012 TOWN OF GRANBY By: GRAND COUNTY MUTUAL DITCH AND RESERVOIR COMPANY By: DENVER WATER: CITY AND COUNTY OF DENVER, acting by and through its BOARD OF WATER ATTEST:COMMISSIONERS By: ____________________________ SecretaryBy: President APPROVED AS TO FORM: By: ____________________________ Legal Division 14 TABLE 3 DEFINITIONS OF EXISTING CONTRACT WATER 20% Water:16 acre feet of water acquired from the City of Arvada and administered pursuant to the February 27, 1992 “Agreement” between Winter Park Recreational Association and Denver Water, as amended by the agreement dated July 28, 1992. 40 acre feet of water to be delivered to Grand County Water and Sanitation District No. 1 pursuant to that certain Nonpotable Water Delivery Agreement, dated effective May2, 2001, between Grand County Water and Sanitation District No. 1 and Denver Water. Additional 20% Water:25.44 acre feet of water acquired by WPRA from the City of Arvada by Special Warranty Deed dated August 19, 1996 and administered pursuant to delivery agreements between WPRA and Denver Water. O’Neil Water:November 24, 1986 “Agreement” between Grand County Water and Sanitation District No. 1 and Denver Water, July 14, 1987 “Addendum to Agreement” and November 5, 1991“Second Addendum to Agreement”. Hammond Water:October 6, 1960 “Agreement” between Grand County Water and Sanitation District No.1 and Denver Water. Crooked Creek Water:January 23, 1980 “Memorandum Agreement” between Winter Park Water and Sanitation District and Denver Water. ARTICLE III IMPLEMENTATION AGREEMENT GRAND COUNTY This Agreement is entered into between the CITY AND COUNTY OF DENVER, acting by and through its BOARD OF WATER COMMISSIONERS (Denver Water) and the TOWN OF FRASER (Town). RECITALS 1. Denver Water has entered into the Colorado River Cooperative Agreement, dated , 2012 (Cooperative Agreement) with numerous West Slope entities (West Slope Signatories), including Grand County, that resolved longstanding issues between the parties. 2. In Article III of the Cooperative Agreement, Grand County negotiated for Denver Water to provide certain monetary and water supply benefits to entities located in Grand County, including Town, who are not West Slope Signatories. 3. This Agreement is intended to afford to Denver Water the consideration negotiated in the Cooperative Agreement in return for the benefits provided to Town. 4. Italicized terms in this Agreement shall have the same meaning as the corresponding term in the Cooperative Agreement. NOW THEREFORE, Denver Water and Town agree as follows: 1. Pursuant to Article III of the Cooperative Agreement, Town will receive the following benefits: a. A representative of Town will serve on the board established under Article III(E)(2) of the Cooperative Agreement, which will allocate and administer the water quality funds that Denver Water will provide upon issuance and acceptance by Denver Water ofpermits necessary for the Moffat Project. Town will be eligible to receive such funds. b. Upon execution of this Article III Implementation Agreement, Denver Water will provide Clinton Bypass Water to Town on a year round basis, as specified in the 2012 Grand County Water Users Operating Plan, subject to the provisions of Article III(E)(15) of the Cooperative Agreement. c. Upon Issuance and Acceptance by Denver Water of Permits Necessary for the Moffat Project, Denver Water will provide to Town 68.75 acre -feet of water annually pursuant to Article III(E)(20) of the Cooperative Agreement, and as specified in the 2012 Grand County Water Users Operating Plan. Town shall provide Replacement Water to Denver Water in accordance with Article III(E)(20) and Article III(A)(4) of the Cooperative Agreement. 1 4/19/2012 2. The Town agrees that the funds provided under paragraph 1 will be used only for the projects approved by the board described in paragraph 1(a). 3. In consideration for the benefits described in paragraph 1, Town agrees to comply with all the provisions of Articles IV and VII of the Cooperative Agreement that are applicable to West Slope Signatories. With regard to all conditional water rights presently owned by Town, which are listed in Attachment A, Denver Water agrees to withdraw any statements of opposition to pending diligence filings and not to oppose pending or future diligence applications, including applications to make the listed conditional rights absolute, provided, however, that Denver Water may file statements of opposition to such applications for the limited purpose of ensuring compliance with the obligations of this Agreement. 4. In consideration for terms of this Agreement, the Town agrees that: it is not a third party beneficiary of or under the Cooperative Agreement; that it will not assert a claim to be a third party beneficiary of or under the Cooperative Agreement; any references to the Cooperative Agreement are strictly for the purposes set forth herein; and, that by all appropriate action it has ratified and approved this Agreement. 5. Venue for resolution of any dispute of water matters under this Agreement resulting in litigation shall be the District Court, Colorado, for the appropriate Water Division or federal district court, as appropriate under the Blue River Decree. Venue for all other matters under this Agreement resulting in litigation shall be the Colorado District Court for the county in which any defendant resides. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. 6. For the purposes of this Agreement, any notice shall be deemed received on the day the written notice is placed in the U.S. Mail, first class postage prepaid, addressed as follows: To Denver Water: Denver Water Board Attention: Manager 1600 West 12th Avenue Denver, CO 80204 To Town: Town of Fraser Attn: Town Manager P.O. Box 120 Fraser, CO 80442 7. This Implementation Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which shall constitute one and the same. Such counterparts may be transmitted by facsimile, the facsimile to have full force and effect as if it were an original. 2 4/19/2012 8. Nothing contained herein shall be construed to be a waiver or partial waiver of any Party's governmental immunity. IN WITNESS WHEREOF, the parties have executed this Agreement, effective the day of , 2012. ATTEST: Secretary APPROVED AS TO FORM: Legal Division 3 4/19/2012 CITY AND COUNTY OF DENVER, acting by and through its BOARD OF WATER COMMISSIONERS President REGISTERED AND COUNTERSIGNED: Dennis J. Gallagher, Auditor CITY AND COUNTY OF DENVER By: TOWN OF FRASER Title: Case No. (diligence) '—' N N UU U U 00 O O 85CW339 (94CW260) (01CW72) (07CW192) 85CW337 (95CW214) (02CW59) (09CW104) 90CW235 (01CW155) (08CW64) 92CW305 Adjudication Date 00 d1 L November 8, 1988 October 25, 1989 June 8, 1995 November 19, 1996 Amount 50 gpm 150 gpm conditional 200 gpm conditional 25 acre -feet, conditional 80 acre -feet, conditional 8 cfs, conditional (846 acre -feet) 4 Irrigation, domestic, ,,,.a„,1, -;n1 n,,.a tell ., +l,o,- 100 gpm conditional 60 gpm conditional 80 gpm conditional 200 gpm conditional 200 gpm conditional 150 gpm conditional Replace depletions in the Fraser River caused by the Town's diversions Replace depletions in the Fraser River caused by the Town's diversions Irrigation, domestic and municipal uses Source i. a) cn ct w a) 0 E d Water from Middle Park Water Conservancy District delivered to the Fraser River Water from Middle Park Water Conservancy District delivered to the Fraser River Fraser and Williams Fork Rivers Ditch or Structure Fraser Well No. 1 Fraser Well No. 2 Fraser Well No. 3(a) Fraser Well No. 3(b) Fraser Well No. 4 Fraser Well No. 5 Fraser Well No. 7 Fraser Well No. 8 Fraser Well No. 9 Middle Park Windy Gap Water Exchange Middle Park — Granby Reservoir Water Exchange Portions of the Bypass Water Right; Plan for Augmentation and Exchange N 0 N N () 99CW313 (08CW192) 00CW294 (08CW191) % / RU Qoo ƒ o December 31, 2002 December 31, 2002 % o© / December 31, 2002 3 oo.§ § o�� ° cta) — /0 / ) § + % E 7 acre -feet, 5 acre feet, conditional 10 acre -feet, conditional 2 acre -feet, conditional 6 acre -feet, conditional 6 acre -feet, conditional 10 acre -feet, conditional Domestic, irrigation, commercial, industrial, municipal, stockwatering Domestic, irrigation, commercial, municipal, and fire protection purposes / .\ • 2 � ° -o § m \ 0 0 0 m § 2 \�\7\\ - o • g % u • \ 0 �\0 • / §.§ co § 10 acre -feet, conditional 10 acre -feet, conditional 10 acre -feet, conditional Troublesome Formation, tributary to the Fraser River Troublesome Formation, tributary to the Fraser River / @ % .§ / \ �� ® (1) \ ° k % \ % § ®� %u u ƒ ,-.40., _ • ® � \ ƒ \ k 2 Q \ 2 / ƒ / ®� t ¢.§� ? © R ® / ,. ) J N} u 2\ 6§ q( Q • j \ / ° = \ 7 \ / \ • § § •+ \ \ ƒ §� 6 § § Q >& a m Cd Q T. /¥ U m Q Deliveries from Vasquez Creek and Leland Creek, via the water rights decreed in Case No. 99CW314, specifically the Cozens Ditch, First Enlargement and the Cozens Ditch Extension Portions of Maryvale Well No. 1 Portions of Maryvale Well Nos. 4, 5 and 7 Portions ofMaryvale K -la Portions of Maryvale K -lb Reservoir Portions of Maryvale K -2 Reservoir Portions of Maryvale J -2 Reservoir Portions of Maryvale J -3 Reservoir Portions of Maryvale E -F Reservoir Portions of MR -1 Reservoir Portions of MR -2 Reservoir Portions of MR -3 Reservoir Portions of MR -4 Reservoir 1 {00179102 / 1 } 2 {00179102 / 1 } 3 {00179102 / 1 } 4 {00179102 / 1 } TOWN OF FRASER RESOLUTION NO. 2012-05-01 A RESOLUTION AUTHORIZING EXECUTION OF _______ BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: WHEREAS the Board has reviewed the attached agreements relating to implementation of certain commitments made by the Denver Water Board in the “Colorado River Cooperative Agreement” (the “CRCA”) between the Denver Water Board and certain West Slope parties; and WHEREAS the Board has determined that the benefits to the general welfare of the Town’s residents, including increases in the legal and physical water supply available to the Town for municipal purposes, are sufficient to warrant participation as a party to the attached agreements; The Mayor is hereby authorized to execute the attached: a. “Attachment M” to the CRCA, referred to as the “Grand County Implementation Agreement”; b. the “Integration Agreement” among Grand County and certain Grand County water users, including the Town of Fraser; and c. the “2012 Grand County Water Users Operating Agreement.”READ, PASSED ON ROLL nd CALL VOTE, AND ADOPTED BY THE BOARD OF TRUSTEES THIS 2 DAY OF MAY, 2012. Votes in favor: ___ BOARD OF TRUSTEES OF THE Votes opposed: ___ TOWN OF FRASER, COLORADO Absent: ___ Abstained: ___ BY: Mayor ATTEST: (S E A L) Town Clerk   ñÙÑÏÌÝÐÚÉÑ  To: Mayor Smith and Board of Trustees From: Allen Nordin, Director of Public Works Date: April 26, 2012 Subject: Pavement Preservation Practices Additional Information Mayor Smith and Board of Trustees, th At the April 18 board meeting, staff was directed to provide the Board with additional information regarding street maintenance as it relates to what type of preservation practices other communities like Fraser use. The issues for comparison were elevation, extreme temperature swings and snow removal practices as to how these preservation practices withstand these parameters. In addition, cost was to be considered for determining which maintenance application will provide for the long term and get the highest return on investment. While weighing what cost effective treatment is to be used, it is equally important to keep in mind that our goal is to apply a pavement preservation practice to our roadway infrastructure that provides for a consistent, effective and affordable approach for maintaining these assets while recognizing that preventative maintenance is more cost-effective than corrective rehabilitation. In other words, it must be understood that this is not a one-time project but instead a perpetual maintenance program. The long term savings of a program will only be realized if there is a commitment to on-going funding and the use of the most appropriate treatment. The premise upon which a pavement maintenance program operates is straightforward: As pavement ages its deterioration usually follows a curve similar to the one on the following page. As the pavement deteriorates it becomes more expensive to rehabilitate, After a pavement deteriorates beyond a certain point the repair costs increase dramatically from 4 to 8 times the cost of maintenance applications. Based on these principles, it is more cost effective to apply less expensive treatments the point of reconstruction at a significant cost. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com As shown below, streets that are repaired when they are in a good condition will cost less over their lifetime than streets that are allowed to deteriorate to a poor condition. Without an adequate routine pavement maintenance program, streets require more frequent reconstruction, thereby costing millions of extra dollars. Over time, pavement quality drops until the pavement condition becomes very poor. For each street, the shape of the curve, and hence rate of deterioration, is dependent on many factors foremost of which are the strength of the roadway structure and traffic loading. The key to a successful pavement management program is to develop a reasonably accurate performance model of the roadway, and then identify the optimal timing and rehabilitation strategy. The resultant benefit of this exercise is realized by the long term cost savings and increase in pavement quality over time. As illustrated below, pavements typically deteriorate rapidly once they hit a specific threshold. A $1 investment after 40% lifespan is much more effective than deferring maintenance until heavier overlays or reconstruction is required just a few years later. For the purpose of discussion I have summarized the most common pavement preservation applications utilized in pavement management programs. There are many factors used to estimate what the life extension might be for the varying treatments,so I have used an average based on my references while taking into consideration climate and snow removal practices to mention a couple. As a result, it has been suggested by others that one can take approximately 2 years off of these life expectancy numbers. The timing for applying these treatments is fairly consistent, that being from mid June to mid August. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com Crack Sealing Crack sealing is the most important and cost effective preservation tool in a street preventative maintenance program. Crack sealant is a hot (380 degree) rubberized material that is poured into and worked into and over the cracks of the road surface sealing out damaging moisture which eventually impacts the integrity of the subgrade and in turn impacts the structural integrity of the asphalt surfacing. If one chose to perform no surface maintenance, crack sealing would be the one treatment that needs to be done! This maintenance should be done annually. Seal Coat Seal coat is an asphalt surface treatment that consists of a blend of an asphalt emulsion and coal tar and is typically referred to as a polymer modified (PM) sealer using two fully dried coats. A finely graded sand-like material such as furnace slag can be added up to 10%. Seal coating provides protection against damage caused by water and the effect of oxidation as a result of ultra-violet exposure and is widely used in parking lots and driveways due to its resistance to fuel and oil deposits. This process seals the asphalt surface and restores the original black appearance of freshly laid asphalt and provides for beautification giving the asphalt that new loSeal coating will not repair damage that has already occurred to the hot mix asphalt mat and will not adhere to heavily saturated oil spots. Seal coating can increase the life expectancy of asphalt anywhere from 2 4 years. Street closures can last up to 3-4 hours for each application while the product cures. Slurry Seal Slurry seal is a weather resistant surface treatment that is applied by spraying or squeegee methods. typically used for minimum crack penetration and sealing minor raveling in areas of low traffic volume. It is composed of a mixture of polymer modified emulsified asphalt, dense-graded crushed fine aggregate, a mineral filler, break control additives and water. The emulsifiers and additives allow the slurry to be placed at varying thicknesses and the product is rigid when cured. A slurry seal can extend the life expectancy up to 7 years. Street closures can last up to 3-4 hours while the product cures. Chip Seal Chip seal treatments add a substantial This application is an asphaltic binder that may be applied as a water-based asphalt emulsion, a solvent-based asphalt cutback or hot applied asphalt that is sprayed onto the asphalt pavement surface, followed immediately by an application of a selected type (I , II and III ) of fractured aggregate. The chip material is then rolled to seat the aggregate into the binder. After curing, the surface is swept to remove loose aggregate prior to applying the final fog coat. A fog seal (recommended) may be applied over the cured and swept surface to aid in chip retention while beautifying the surface. The estimated (average) life extension of a chip seal application for pavement in good condition is 10-12 years; 6-8 years on pavements in fair condition; 5-6 years for pavements in poor condition. Street closures are NOT required and traffic can generally be put on the product within 30 minutes of the chip placement and rolling. Mill and Overlay This is a procedure that is considered a partial reconstruction or rehabilitation and utilizes machinery that grinds off a specific amount of the old asphalt material. Once swept, a tack coat is applied in advance of the hot mix asphalt material that is to be placed and leveling course with a 1 ½ - 2 inch final lift up to whatever depth is desired. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com In 2008, the town began crack sealing streets on an every-other-year (EOY) basis until 2011 when we crack sealed only the streets that were to be chip sealed. In 2012, all of the streets will be crack sealed again staying with our EOY practice and in advance of Phase II of our chip sealing program. Crack sealing is truly the first line of defense in pavement preservation practices. If that were the only maintenance to be performedon the streets on an annual basis, it would be a significant help in prolonging the life of the pavement; however if no surface treatment is applied, the roads will deteriorate much sooner than if they had a surface treatment applied in addition to the crack sealing. Public Works currently maintains approximately 18+ miles (37 lane miles) of asphalt streets ranging in age from 2-14 years old. Last year, we discussed and the Town Board conceptually approved a 3-year drainage and street maintenance plan. In 2011, Phase I was completed and approximately one-third of our older streets were chip sealed, mostly in the original part of Fraser. For year 2012, we are proposing Phase II, which would include another one-third of our roads to be chip sealed, those ranging from 6 12 years in age. Phase III would conclude the initial push for catching up on our street maintenance by completing the remaining one-third of our roads with the chip seal treatment being applied in 2013. This would a surface treatment and for funding of a perpetual maintenance program from this point forward. The chip seal preservation application was chosen based on several factors. The streets in Phase 1 in the older sections of town were constructed in 1999-2002 and are an average of almost 12 years old and have had no treatment applied to them. These street surfaces were getting to a point where oxidation of the surface was allowing the top layer of aggregate to become separated from the asphalt binder causing a surface g for water to stand in these voids, eventually compromising the remaining street material and subgrade. The same chip seal treatment is proposed for Phase II for the same similar reasons, streets that are between 5-12 years in age. Though these streets may have fewer traffic counts than the streets in the original section of Fraser they are still subject to the same damaging elements of weather and UV breakdown. The final Phase III project is slated to be completed in 2013 and will also be the chip seal treatment. The age of the remaining streets vary from 2 8 years of age. In conclusion, . Increase crack sealing maintenance to every year. Plan and budget annually from here forward for the more robust and cost effective surface treatments such as chip seals, mill and overlays and leveling course and overlays. Plan and budget accordingly in our Street CIP for the long term, more costly reconstruction of our streets in year 20-25 of the streets life. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com References: A-1 Chip Seal Acord Asphalt GMCO LLC of Colorado JRS Engineering Consultant (Towns Consultant) 2012 Rocky Mountain Asphalt Conference;Maintenance 101: A Basic Overview of Chip Seal; Rick Peters of Rocky Mountain Chipseal, LLC; Jefferson, CO SealCo Inc. Pavement Maintenance & Reconstruction, various publications Infrastructure Management Systems- Yucaipa 2012 Colorado Asphalt Pavement Association, various publications Roads & Bridges, various publications CML ListServe- PW list Should you have any questions please feel free to contact me at 970-726-5491 xt.205, or by email, anordin@town.fraser.co.us . Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com Street Maint Fee /Tax Plow Edge Carbide IaalS Carbide Carbide IaalS (i3) AaI] 000'8 OOL'B 009'6 OOS'B 9Z17'S 081'9 Full Depth Reclamation X X X X X Mill /Level Overlay X X X X X X Chip Seal G '8 S c/) G '8 S cn V) X X X leas ManIS X Seal Coat X X X IeaS p3eaj X X X X X X Avg Age +OZ LT 81 +0Z sallAi peon +ZZ tit SS +OS LZ Towns 'Granby 'Winter Park 'Breckenridge 'Woodland Park- listserve 'Cherry Hills Village- listserve Carbondale Steamboat 1 Single Double Contractors Services 'Acord Asphalt IA-1 Chip Seal ODWD' 'Rocky Mountain Chip Seal O E 0 N w vi c v E N H vi N N Contractor and Town Treatment Cost per Square Yard Over 20-Years 1 1 ON 0£'OZ 00'8T 00'0T 00'08 ££'£TT 20 -Year Life MOB 00'ZT LS'8 ££'17 00'017 00'SL 4 ZT ST OZ Life Expect MOi OT I ST ment /SQ YD) u 2 !H £0'Z OS 17 OS'£ 00'017 00'S8 MO I 08'T 00'£ 09'Z I 00'0£ 00'SL OZ 'Treatment Type (Seal Coat I leas AJJnlsl 'Chip Seal 'Mill Overlay 'Full Reclamation Pavement life in Years I Treatment Cost per Square Yard Over 20-Years TOWN OF FRASER RESOLUTION NO. 2012-05-03 A RESOLUTION AUTHORIZING EXPENDITURES FOR THE 2012 STREET PROJECTSAND AUTHORIZING THE TOWN MANAGER TO ENTER INTO A CONTRACT. BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO THAT: 1. The Town Board of Fraser, Colorado hereby authorizes expenditures not to exceed $250,000 for street projects as outlined by the Public Works Director and authorizes the Town Manager to enter into contracts for the work. 2. All documents must be executed and work completed within fiscal year 2012 or this approval shall no longer be effective. nd DULY MOVED, SECONDED AND ADOPTED THIS 2 DAY OF MAY, 2012. Votes in favor: ___ BOARD TRUSTEES OF THE Votes opposed: ___ TOWN OF FRASER, COLORADO Absent: ___ Abstained: ___ BY: Mayor ATTEST: (S E A L) Town Clerk Clerks Update May 2, 2012 th You still have time to register for the upcoming elected officials workshops on May 4 in Frisco th and May 5 Denver. Please let me know if you’d like to attend any of these meetings. I have received a Trade Name change request for the Grand Park Bowl and Cinema, to be changed to The Foundry Cinema and Bowl. This will be done administratively and forwarded to the State. I’ve received an inquiry from a local eatery regarding a liquor license. When I receive an application I will be scheduling a public hearing and will pass on the information to you. If you have any questions feel free to give me a call. Lu Finance Update: 05/02/2012 Prepared: 04/26/2012 Transmitted with your packet this week is your March 2012 Financial Statements, for the JFF. Paul Backes, the Town’s Auditor from McMahan and Associates will join us for dinner, where he can discuss the actual Audit Report, how and what our yearly audit consists of, his opinion on how the Town of Fraser is doing, etc. Paul is a wealth of knowledge and I am sure he will entertain any and all questions you might throw at him. Paul will present the Audit during the meeting. I am hoping to have the Final Draft version of the Audit in your packet – but don’t think you need to understand all of the statements – and even though the Government Accounting Standards Board (GASB) continues to “improve” regulations to make the annual audit reports more understandable, they are really only understandable to the individuals whom invest in municipal bonds. You will be able to understand the budget to actual statements, and there is a ton of information within the report that will help in your overall understanding of the financial health of the Town. Paul will explain a lot of the statements in the audit, and I think you will also garner more useful information from the Budget Committee standpoint – revenues and expenditures. Again, especially for the newest members of the Board, don’t fret over understanding the audit report prior to the meeting – that would destroy you. Come with those big picture questions, for I think those will be far more enlightening then trying to understand a statement which is hard to make sense of to the majority of the readers. Enjoy the audit presentation and take advantage of Paul’s knowledge. As always please contact me with any questions or concerns you might have: 726-5491 X206 or . atnhavens@town.fraser.co.us Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com ASSETS 40 -10100 CASH ALLOCATED TO OTHER FUNDS 40 -10210 JFOC CHECKING 0318047507 40 -10215 MONEY MARKET O &M RESERVE 40 -11550 A/R WPR 40 -11560 A/R GC #1 40 -11570 A/R TOF LIABILITIES AND EQUITY LIABILITIES 40 -20920 JFOC O &M RESERVE TOTAL LIABILITIES FUND EQUITY FOR ADMINISTRATION USE ONLY TOTAL ASSETS 187,037.23 UNAPPROPRIATED FUND BALANCE: REVENUE OVER EXPENDITURES YTD BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY TOF JOINT FACILITIES FUND BALANCE SHEET MARCH 31, 2012 JOINT FACILITIES FUND 31,467.79 154.95 118,268.60 52, 863.17 4,551.49 7,261.15 3,937.87 218, 505.02 31,467.79 218,505.02 31,467.79 187,037.23 25 OF THE FISCAL YEAR HAS ELAPSED 04/20/2012 03:31 PM PAGE: 2 REVENUE TOTAL FUND REVENUE FOR ADMINISTRATION USE ONLY TOF JOINT FACILITIES FUND REVENUES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 JOINT FACILITIES FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 40 -30 -100 INTEREST O &M ACCOUNTS 67.01 233.21 600.00 366.79 38.9 40 -30 -200 O &M REIMBURSEMENT WPR 4,551.49 19,390.78 214,500.00 195,109.22 9.0 40 -30 -210 O &M REIMBURSEMENT -GC #1 7,261.15 38,334.37 341,600.00 303,265.63 11.2 40 -30 -220 O &M REIMBURSEMENT TOF 3,937.87 27,390.63 183,500.00 156,109.37 14.9 40 -30 -230 STUDY REIMBURSEMENT WP .00 2,360.77 .00 2,360.77) .0 40 -30 -235 STUDY REIMBURSEMENT GRANBY .00 2,360.76 .00 2,360.76) .0 40 -30 -999 CARRYOVER BALANCE .00 .00 254,379.00 254,379.00 .0 TOTAL REVENUE 15,817.52 90,070.52 994,579.00 904,508.48 9.1 15,817.52 90,070.52 994,579.00 904,508.48 9.1 25 OF THE FISCAL YEAR HAS ELAPSED 04/20/2012 03:31 PM PAGE: 3 PLANT EXPENDITURES PERIOD ACTUAL YTD ACTUAL BUDGET UNEXPENDED PCNT FOR ADMINISTRATION USE ONLY TOF JOINT FACILITIES FUND EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 JOINT FACILITIES FUND 40 -85 -110 SALARIES 12,470.07 36,972.73 180,000.00 143,027.27 20.5 40 -85 -210 HEALTH INSURANCE 2,523.39 6,890.69 48,407.00 41,516.31 14.2 40 -85 -220 FICA TAX 913.91 2,708.48 13,770.00 11,061.52 19.7 40 -85 -230 RETIREMENT 377.20 1,146.66 7,200.00 6,053.34 15.9 40 -85 -250 UNEMPLOYMENT TAX 37.41 110.93 540.00 429.07 20.5 40 -85 -280 TRAINING PROGRAMS 32.00 313.27 4,000.00 3,686.73 7.8 40 -85 -290 TRAVEL MEALS AND LODGING .00 36.08 3,000.00 2,963.92 1.2 40 -85 -295 MEALS LOCAL BUSINESS .00 .00 200.00 200.00 .0 40 -85 -310 LEGAL FEES .00 .00 5,000.00 5,000.00 .0 40 -85 -320 AUDIT FEE .00 .00 6,000.00 6,000.00 .0 40 -85 -330 ENGINEERING FEES 977.60 977.60 15,000.00 14,022.40 6.5 40 -85 -350 SLUDGE REMOVAL .00 6,508.96 65,000.00 58,491.04 10.0 40 -85 -370 PROFESSIONAL SERVICES 232.00 696.00 36,500.00 35,804.00 1.9 40 -85 -375 REIMBURSABLE PROF SERVICES .00 6,015.30 1,000.00 5,015.30) 601.5 40 -85 -410 BANK CHARGES .00 .00 100.00 100.00 .0 40 -85 -430 INSURANCE PLANT .00 .00 28,000.00 28,000.00 .0 40 -85 -460 PLANT MAINTENANCE AND REPAIR 2,950.56 3,396.41 40,000.00 36,603.59 8.5 40 -85 -475 GROUNDS MAINTENANCE .00 .00 2,000.00 2,000.00 .0 40 -85 -480 EQUIPMENT RENTAL .00 .00 500.00 500.00 .0 40 -85 -490 PROFESSIONAL MEMBERSHIPS .00 .00 500.00 500.00 .0 40 -85 -500 OPERATING SUPPLIES 498.31 2,807.38 20,000.00 17,192.62 14.0 40 -85 -506 OPERATING SUPPLIES CHEMICALS 6,333.42 18,600.26 75,000.00 56,399.74 24.8 40 -85 -510 EQUIPMENT PURCHASE AND REPAIR .00 709.53 20,000.00 19,290.47 3.6 40 -85 -520 TESTING 6,343.90 8,696.40 40,000.00 31,303.60 21.7 40 -85 -525 PERMITS 2,640.00 2,640.00 18,000.00 15,360.00 14.7 40 -85 -560 UTILITIES TELEPHONE 199.71 597.94 5,500.00 4,902.06 10.9 40 -85 -562 UTILITIES ELECTRICITY 9,423.60 18,779.18 90,000.00 71,220.82 20.9 40 -85 -565 UTILITIES NATURAL GAS 544.98 1,254.66 9,000.00 7,745.34 13.9 40 -85 -567 UTILITIES PLANT GENERATOR 405.08 405.08 2,500.00 2,094.92 16.2 40 -85 -569 UTILITIES TRASH REMOVAL 134.87 404.61 3,500.00 3,095.39 11.6 40 -85 -650 VEHICLE EXPENSES 413.50 870.16 6,000.00 5,129.84 14.5 40 -85 -690 MISCELLANEOUS EXPENSE .00 .00 1,000.00 1,000.00 .0 TOTAL PLANT EXPENDITURES 47,451.51 121,538.31 747,217.00 625,678.69 16.3 TOTAL FUND EXPENDITURES 47,451.51 121,538.31 747,217.00 625,678.69 16.3 NET REVENUE OVER EXPENDITURES 31,633.99) 31,467.79) 247,362.00 278,829.79 12.7 25 OF THE FISCAL YEAR HAS ELAPSED 04/20/2012 03:31 PM PAGE: 4 ASSETS 47 -10100 CASH COMBINED FUND 47 -10220 COLOTRUST 8006 CRR 47 -10310 MB MONEY MARKET CRR 47 -10410 GMB MONEY MARKET CRR 47 -10510 CDARS 1012191266 CRR 47 -10515 CDARS 1012193366 CRR 47 -10520 CDARS 1011238323 CRR 47 -10810 A/R WPR CRR 47 -10830 NR TOF CRR LIABILITIES AND EQUITY LIABILITIES 47 -20910 JFOC CRR FUNDS TOTAL LIABILITIES FUND EQUITY FOR ADMINISTRATION USE ONLY TOF JOINT FACILITIES FUND BALANCE SHEET MARCH 31, 2012 JFF CRR /CIP FUND UNAPPROPRIATED FUND BALANCE: REVENUE OVER EXPENDITURES YTD 62,010.30 BALANCE CURRENT DATE TOTAL FUND EQUITY TOTAL LIABILITIES AND EQUITY 154.95 427,350.56 227,453.53 85,446.67 467,408.20 467,408.18 943,635.39 4,924.00 50,783.00 TOTAL ASSETS 2,674,254.58 2,612,244.28 62, 010.30 2,612,244.28 62,010.30 2,674,254.58 25 OF THE FISCAL YEAR HAS ELAPSED 04/20/2012 03:31 PM PAGE: 5 FOR ADMINISTRATION USE ONLY CRR AND CIP FUND REVENUES TOTAL FUND REVENUE TOF JOINT FACILITIES FUND REVENUES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 JFF CRR /CIP FUND PERIOD ACTUAL YTD ACTUAL BUDGET UNEARNED PCNT 47 -30 -100 INTEREST INCOME CRR ACCOUNTS 2,193.79 6,458.25 15,000.00 8,541.75 43.1 47 -30 -210 CRR REIMBURSABLE WPR 4,924.00 4,924.00 .00 4,924.00) .0 47 -30 -230 CRR REIMBURSABLE TOF 50,783.00 50,783.00 .00 50,783.00) .0 47 -30 -990 CRR CARRYOVER BALANCE .00 .00 2,653,000.00 2,653,000.00 .0 TOTAL CRR AND CIP FUND REVENUES 57,900.79 62,165.25 2,668,000.00 2,605,834.75 2.3 57,900.79 62,165.25 2,668,000.00 2,605,834.75 2.3 25 OF THE FISCAL YEAR HAS ELAPSED 04/20/2012 03:31 PM PAGE: 6 FOR ADMINISTRATION USE ONLY CAPITAL RPLMNTRESERVE PROJECTS 47 -60 -730 CRR PROJECTS TOTAL CAPITAL RPLMNTRESERVE PROJECTS CAPITAL PURCHASES TOF JOINT FACILITIES FUND EXPENDITURES WITH COMPARISON TO BUDGET FOR THE 3 MONTHS ENDING MARCH 31, 2012 JFF CRR/CIP FUND PERIOD ACTUAL YTDACTUAL BUDGET UNEXPENDED PCNT 154.95 154.95 173, 500.00 173, 345.05 .1 154.95 154.95 173, 500.00 173, 345.05 .1 47 -69 -740 CAPITAL PURCHASES .00 .00 20,000.00 20,000.00 .0 TOTAL CAPITAL PURCHASES .00 .00 20,000.00 20,000.00 .0 TOTAL FUND EXPENDITURES 154.95 154.95 193,500.00 193,345.05 .1 NET REVENUE OVER EXPENDITURES 57,745.84 62,010.30 2,474,500.00 2,412,489.70 2.5 25 OF THE FISCAL YEAR HAS ELAPSED 04/20/2012 03:31 PM PAGE: 7 Planner Update for TB May 2, 2012 Accessory Dwelling Unit (ADU) Cleanup Program Update: On March 21, 2012, the TB adopted ordinance # 394, which amends the Fraser Zoning Regulations to implement a temporary amnesty program for nonconforming accessory dwelling units. To date, we have received three applications. Staff is in the process of scheduling building/site inspections. Signage: On February 1, 2012, the TB enacted an ordinance that codified changes to the Fraser Sign Code. During the development of these new sign regulations and as we have all struggled with the current economic climate, the Town had granted some leniency regarding enforcing the sign code. With the adoption of the new Sign Code, staff was directed to contact businesses and ensure that all signage is in compliance with the code. We are pleased to report that most signage has been brought into compliance. Staff is working with the few remaining businesses that are not in compliance. Planning Commission: On 4/25/12, the Planning Commission had a public hearing on a Development Permit for commercial development on Market Street at the Village at Grand Park. The Planning Commission approved the Development Permit with conditions. New Businesses: Magic Nails & Spa will be opening soon at the Fraser Marketplace between Pearl Dragon and WP Optical. Alpine Vet Clinic will be relocated to 25 County Road 72 adjacent to the Rocky Mountain Chalet. Welcome new businesses! Business Enhancement Grant: See supplemental memo on this topic. Please contact me with questions and/or comments. ctrotter@town.fraser.co.us. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com PUBLIC WORKS BRIEFING (As of 4/26/12 for 5/02 meeting) WATER~ Fraser River Bank Stabilization Project- Our contractor started work Monday rd April 23 in the area of Wapiti Meadows and completed that portion of the work, approx 125 feet of bank stabilization, in a day and a half. They moved to the area east of Sun River Town Homes on Thursday and should complete their work along that 1/8 mile stretch of the Fraser to the north. The Town of WP and CDOT kindly provided Fraser with cobble material to place at these sites. PW staff and a local contractor hauled the material to the sites which provided a significant cost savings to this project. I have included a couple of pictures of the Wapiti Meadows are, before and after. I anticipate providing a short slide show at one of our upcoming meetings of the entire project once it is completed. St. Louis Creek Breach - Update: SANITARY SEWER~ Staff will begin inspections of manholes looking for I&I issues over the next several weeks. STREETS~ Street sweeping operations continue. 2012 Streets and Drainage Improvements Projects- see attached supplemental comparison information for details. Staff is working around town cleaning drainage ways. GARDENER~ Preparing annual planting/tree orders. Ramping up our noxious weed management program to include rights-of-ways throughout town. There is a help wanted ad in the local paper advertizing for seasonal gardeners. Updating our noxious weed management equipment OTHER~ PW staff will be attending various safety/trainings over the next 2 months. st Work Zone Traffic Control- week of May 1 . Î th Heavy Equipment Maintenance Inspections- week of April 16. Î Interviews are under way for seasonal Maintenance Laborers and seasonal Gardener Laborers. Questions? anordin@town.fraser.co.us or 970-531-1844. Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com �II�fG ,ll ill DRAFT A Fraser resolution or proclamation in support and recognition of National Train Day Whereas, Ridership on Amtrak reaches historic high levels each year and is on track in 2012 for its best ridership year ever, further demonstrating the increased demand for passenger rail services; and Whereas, In 2011, Amtrak provided statewide passenger rail travel to 202,400 travelers boarding or detraining at Colorado stations including 8,252 in Fraser; and Whereas, Amtrak annually provides passenger rail travel to over 30 million Americans residing in 46 states; and Whereas, For many rural Americans, including residents of southeastern, central and western Colorado, Amtrak represents a major passenger transportation alternative, linking Fraser with Denver and the rest of the country; and Whereas, Fraser serves as a gateway community to Winter Park and its fabulous skiing and wondrous outdoor attractions; and Whereas, Fraser hosts Amtrak’s premier California Zephyr passenger train, a tool for economic growth that creates transportation-oriented development, a more livable community and brings tourists to our city and state; and Whereas, Amtrak trains and infrastructure carry commuters to and from work, people to medical appointments and to see friends and relatives, and visitors to Colorado vacation destinations, providing a safe and reliable travel choice while reducing congestion on roads and in the skies; and Whereas, Passenger rail is the most fuel-efficient form of motorized ground transportation, thereby providing cleaner transportation alternatives and contributing towards America’s energy security. When combined with all modes of transportation, passenger railroads emit only 0.2 percent of the travel industry’s total greenhouse gases, and one freight train can move a ton of freight 457 miles on one gallon of fuel; and Whereas, On May 10, 1869, the “golden spike” was driven into the final tie at Promontory Summit, Utah, to join the Central Pacific and the Union Pacific Railroads, ceremonially completing the first transcontinental railroad and, therefore, connecting both coasts of the United States; Now, therefore, be it Resolved by the City of Fraser that the City embraces Amtrak’s invitation to SM Discover the Rail Way; and be it further Resolved, that the Mayor and City Council hereby recognize National Train Day on May 12, 2012. We celebrate the pivotal role that a robust intercity passenger rail system can provide for better mobility for persons of all abilities; and be it further Resolved, That copies of this resolution be transmitted to the Governor of Colorado, the State General Assembly, the Colorado Rail Passengers Association, the National Association of Railroad Passengers, Amtrak, Union Pacific Railway, Burlington Northern Santa Fe Railway, Colorado tourist railroads, and other interested parties. ïëëð Ô¿®·³»® ͬ®»»¬ô Í«·¬» îéï Ü»²ª»®ô ÝÑ èðîðî ß°®·´ îðô îðïî ̸» ر²±®¿¾´» л¹¹§ ͳ·¬¸ ¿²¼ Ý·¬§ Ì®«­¬»»­ Ý·¬§ ±º Ú®¿­»® ÐÑ Þ±¨ íéðô Ú®¿­»®ô ÝÑ èðììî Ü»¿® Ó¿§±® ͳ·¬¸ ¿²¼ Ý·¬§ Ì®«­¬»»­æ Ѳ Ó¿§ ïð¬¸ô ïèêçô ±«® ²¿¬·±² ½»´»¾®¿¬»¼ ¿ ³±³»²¬±«­ ¿½½±³°´·­¸³»²¬ô ¬¸» ´·²µ·²¹ ±º ¬¸» »¿­¬ ¿²¼ ©»­¬ ½±¿­¬­ ¾§ ®¿·´ò Í·²½» ¬¸¿¬ ¬·³»ô ®¿·´ ­»®ª·½»­ ¸¿ª» °®±ª·¼»¼ ¬®»³»²¼±«­ »½±²±³·½ ª¿´«» ¬± ¬¸» ¬¸ ²¿¬·±² ¿²¼ ¬¸» ½±³³«²·¬·»­ ¬¸»§ ­»®ª»ò Ó¿§ ïîô îðïîô ©·´´ ¾» Ò¿¬·±²¿´ Ì®¿·² Ü¿§ ¿²¼ ©» «®¹» §±« ¿²¼ §±«® ½±³³«²·¬§ ¬± ½»´»¾®¿¬» ¬¸» ¿²²«¿´ »ª»²¬ò ß­ ¿² ß³¬®¿µ ­¬±°ô §±«® ½±³³«²·¬§ ¸¿­ ¿² ¿¬¬®¿½¬·ª» ¿´¬»®²¿¬·ª» ³±¼» ±º ¬®¿²­°±®¬¿¬·±² ¬± ½±²²»½¬ ©·¬¸ ¬¸» ®»­¬ ±º ¬¸» ­¬¿¬» ¿²¼ ²¿¬·±²ò É» ¸±°» §±« ©·´´ ®»º´»½¬ ±² ¬¸·­ ¬®¿ª»´ ½¸±·½» º±® §±«® ½·¬·¦»²­ ¿²¼ ¿¼±°¬ ¿ °®±½´¿³¿¬·±² ±® ®»­±´«¬·±² ·² ­«°°±®¬ ±º ß³¬®¿µ ±² Ò¿¬·±²¿´ Ì®¿·² Ü¿§ò ̸·­ ´»¬¬»® ©¿­ ·²­°·®»¼ ¾§ ¬¸» Ý·¬§ ±º Ô¿ Ö«²¬¿ô ݱ´±®¿¼±ò ̸» Ô¿ Ö«²¬¿ ¬±«®·­³ ¾±¿®¼ ¸¿­ ±®¹¿²·¦»¼ Ò¿¬·±²¿´ Ì®¿·² Ü¿§ ½»´»¾®¿¬·±² ¬± ©»´½±³» ¬¸» ß³¬®¿µ ͱ«¬¸©»­¬ ݸ·»º ¿²¼ ·¬­ °¿­­»²¹»®­ ¬± ¬¸»·® ¬¸ ­¬¿¬·±² ±² Ó¿§ ïîò ̸» Ô¿ Ö«²¬¿ Ý·¬§ ݱ«²½·´ ¸¿­ ¿´®»¿¼§ °¿­­»¼ ¿ ®»­±´«¬·±² ·² ­«°°±®¬ ±º ¬¸» ݸ·»ºò × ¸¿ª» »²½´±­»¼ ¿ ¼®¿º¬ ®»­±´«¬·±² ¬¸¿¬ §±« ³¿§ ©·­¸ ¬± ½±²­·¼»®ò ̸¿²µ­ º±® §±«® ½±²­·¼»®¿¬·±²ò Í·²½»®»´§ô Ö¿³»­ Óò ͱ«¾§ Ю»­·¼»²¬ ¿²¼ ݱ´±®¿¼± λ°®»­»²¬¿¬·ª»ô Ò¿¬·±²¿´ ß­­±½·¿¬·±² ±º ο·´®±¿¼ п­­»²¹»®­ Û²½´±­«®» ½½æ Ö»ºº®»§ Ôò Ü«®¾·² JAMES L. NEWBERRY District I, Winter Park 80482 NANCY STUART District 11, Granby 80446 GARY BUMGARNER District Ili, Kremmling, 80459 BOARD OF COMMISSIONERS Kremmling Chamber of Commerce Granby Chamber of Commerce Winter Park Chamber Town of Kremmling Town of Winter Park Town of Fraser Town of Hot Sulphur Springs Town of Granby Town of Grand Lake Travis Hoesli, CSU Extension To All: April 24, 2012 West Grand School District East Grand School District Kremmling Memorial Hospital District Mountain Parks Electric Winter Park Resort Grand Foundation Henderson Mill B.E.D.A. Business Without Borders E -Mail: grndctyl @co.grand.co.us PHONE: 970f725 -3347 Fax: 970/725.0565 LURLINE UNDERI3RINK CURRAN County Manager ANTHONY J. DICOLA County Attorney Re: Commissioner Workshop, May 1, 2012, 1:30 p.m. Commissioners' Meeting Room, Hot Sulphur Springs You are invited to a workshop hosted by the Board of County Commissioners to discuss Grand County's new Economic Development Coordinator position and how this position should be directed to work with various organizations and entities in the County to promote positive economic development. Board of County Commissioners BOCC:ke P.O. BOX 264 HOT SULPHUR SPRINGS CO 80451 -0264