Board Meeting July 2014 Agenda Item 23a

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Upper Platte & Beaver Canal Company Agenda Item 23a July 2, 2014 Page 2 of 6 The Company also owns 36 shares of the 10,020 outstanding shares of the Riverside Reservoir and Land Company ("Riverside"). These shares entitle The Company to a proportionate share of the storage water rights controlled by Riverside. The Company owns 50 shares of the 261 outstanding shares of the Morgan-Prewitt Reservoir Company. These shares entitle the Company to a proportionate share of the storage water rights controlled by Morgan-Prewitt, which owns 6/31 of the water rights decreed to Prewitt Reservoir. On average, the Company annually provides 32,500 acre-feet of water to its members. Project Description There are two projects proposed by the Company to improve the ability to provide water to its shareholders: 1. Augmentation Pond: The Company has been given the opportunity to purchase a parcel of land currently under unrelated development that would provide a recharge site two miles from the South Platte River and thus provide the required lagging of recharge accretions. 2. Diversion dam bridge deck widening: The Company is seeking to improve the bridge infrastructure at the headgate structure at the South Platte River. This would give improved and wider access for operation and maintenance. Three alternatives were considered for this project: Alternative No. 1 - No-action: This alternative would not address the restriction on well pumping due to inadequate or ill-timed recharge accretions. In addition, this alternative would not address the inadequate infrastructure at the Company's headgate. If the project is not implemented, use of wells will continue to be restricted by available recharge accretions, thus limiting agricultural activity in the area and impacting the local economy. Alternative No. 2 - Lease Augmentation Credit: This alternative was not selected because the Company desires to have long term stability of their augmentation credits. An alternative that depends on other entities having excess augmentation credits will not be a reliable source and would be subject to factors beyond the Company's control. This would not provide the stability needed to meet out-of- priority depletions. Alternative No. 3 - Selected Project- Hospital Road Recharge Pond and Headgate Bridge Expansion: This alternative was chosen because it meets the need for the Company's recharge plan, is technically feasible, and provides infrastructure for the continued operation of both irrigation and recharge under the Company's system. Hospital Road Recharge Pond. The purpose of the Hospital Road Recharge Pond is to generate recharge accretions that can offset out-of-priority depletions caused by well pumping under the Company's system. Deliveries to the pond will infiltrate into the aquifer and percolate into the South Platte River as recharge accretions. The proposed Hospital Road Recharge Pond would be located on the north side of the City of Brush and just north of the Brush Lateral of the Upper Platte and Beaver Canal system. The parcel on which the pond sits was purchased by a construction company for development and as a source of highway construction fill material. The Company has a purchase agreement for ten acres of the overall parcel for the recharge facility. As part of the agreement, the construction company has nearly completed the excavation of the pond, which is planned to be about 9.6 acres with 4:1 side slopes and a depth of about ten feet. The Company will deliver water from the Brush Lateral into the Hospital Road Recharge Pond. A pond inlet check structure will be constructed on the canal, with a slide gate and measurement weir to divert and measure the recharge water entering the pond.