I. PURPOSES

This Governance Attachment is to prescribe a governance structure, and to identify the responsibilities and authorities of each component of that governance structure for making decisions and carrying out activities related to any Program developed pursuant to the Cooperative Agreement.

Although this agreement sets forth a cooperative process, the signatories recognize that they have statutory responsibilities that cannot be delegated, and that this agreement does not and is not intended to abrogate any of their statutory responsibilities.

II. OVERSIGHT COMMITTEE

Following the execution of an agreement to implement a Program, an Oversight Committee will be established consisting of the Secretary of the Interior and the Governors of the States of Colorado, Nebraska and Wyoming.

A. The Oversight Committee is to meet whenever a request for such a meeting is made by any member of the Governance Committee because the Governance Committee is unable to resolve problems relating to (1) a preliminary determination by the U.S. Fish and Wildlife Service (FWS) that the program is not continuing to serve as a reasonable and prudent alternative, (2) a proposal by the Department of the Interior (DOI) or any state to withdraw from the Program, or (3) lack of funding by Congress or any state to fulfill its responsibilities set forth in any subsequent agreement implementing the Program. Neither a final determination that the Program is not continuing to serve as a reasonable and prudent alternative nor withdrawal of a party from the Program may occur prior to a meeting of the Oversight Committee to discuss such proposed actions and to identify any steps the signatories could take to avoid it.

B. If FWS makes a preliminary determination that the Program is not serving as a reasonable and prudent alternative, it will notify the Governance Committee. The Governance Committee and FWS will work together to evaluate the situation and to develop an appropriate response to restore the ability of the Program to serve as a reasonable and prudent alternative. If this effort is not successful, FWS will communicate this problem to the Secretary of the Interior and request appropriate assistance. Only the Secretary of the Interior can determine, after a meeting of the Oversight Committee, that DOI will withdraw from the Program.

C. For purposes of this Program, only the Governor of a state can determine, after a meeting of the Oversight Committee, that his or her state will withdraw from the Program.

D. In the event that FWS determines the Program is not serving as a reasonable and prudent alternative, that the Secretary of the Interior determines that DOI will withdraw from the Program, or that a Governor determines that his or her state will withdraw from the Program, the reasons for such action are to be provided in writing to the other signatories and made public. Following a withdrawal by any one of the signatories, the others are to determine whether and under what circumstances the Program could continue.

III. GOVERNANCE COMMITTEE

Following the execution of an agreement to implement a Program, a Governance Committee is to be established.

A. The Governance Committee will consist of the following members:

1. one member per signatory state, to be selected by the Governor of that state;

2. two federal members, to be selected by the Secretary of the Interior, one representing FWS and one representing the Bureau of Reclamation;

3. two environmental members representing the environmental entities in the three states, to be selected by those entities;

4. one member representing water users on the North Platte River in Wyoming and also water users in Nebraska above Lake McConaughy who have storage contracts for water in the federal reservoirs in Wyoming, to be selected by those users;

5. one member representing water users on the South Platte River above the Western Canal diversion, to be selected by those users; and

6. one member representing water users downstream of Lake McConaughy or the Western Canal and Nebraska users upstream of Lake McConaughy who do not have federal storage contracts, to be selected by those users.

B. Within 15 days of execution of an agreement to implement the Program, FWS will provide notice to the appropriate constituencies or entities and request that they select their members and notify FWS of the selection within 30 days. Each member of the Governance Committee will also have an alternate selected in the same manner as that member. Each entity or constituency represented may select its own methods of choosing its member(s). Until all the initial selections are made or in the event of a vacancy, the member's seat(s) shall be considered vacant, and the voting requirements in Paragraph III B. shall be reduced accordingly. Members of the Governance Committee serve at the sufferance of their constituents.

C. For the purpose of voting on any issue, a quorum consists of the members or alternates appointed by each Governor, the FWS member or alternate and three other members or alternates. The chair shall provide reasonable notice of all Governance Committee meetings and a proposed agenda to all members and alternates. Nine of the ten members of the Governance Committee, including the members or alternates appointed by each Governor and FWS member or alternate, must vote in the affirmative for the Governance Committee to establish a position on policy issues. Seven of ten votes are needed for the Governance Committee to take action on nonpolicy issues. For purposes of this agreement, the term "policy issue" shall mean an issue affecting the term, scope, allocation of funding, or continuing viability of the Program. If a member and alternate are absent from a meeting or abstain from voting, the voting requirements may be reduced accordingly.

D. The Governance Committee will:

1. meet on a quarterly basis for the first year of the Program and biannually thereafter except when more frequent meetings are agreed upon;

2. elect a chair and develop other rules of governance, procedure and conflict resolution as it deems appropriate;

3. select an executive director;

4. establish Land and Water Management Committees, and additional technical committees, composed of persons with appropriate technical expertise, as it deems appropriate to carry out activities under the Program;

5. request Program funds or financing, pursuant to applicable federal and state procedure and subject to the availability of appropriated funds, and approve budgets recommended by the Land and Water Management Committees and any other committees established by the Governance Committee;

6. approve, review and revise action plans with recommendations from the executive director and the Land and Water Management Committees and any other committees established by the Governance Committee;

7. approve Program objectives and monitoring and evaluation protocols;

8. serve as arbiter of disputed external peer reviews upon request of any technical committee;

9. agree on allocations of funds and other available resources to its committees for utilization consistent with the committees' responsibilities, subject to any applicable limitations on the use of federal or state funds; and

10. assess accomplishments annually, implement measures to correct any shortfalls, and revise milestones for future increments accordingly; and

11. develop milestones for future increments as appropriate, to insure that the Program can serve as the reasonable and prudent alternative for new and existing water related activities.

IV. EXECUTIVE DIRECTOR

The Governance Committee will agree on an executive director, who is to report to the Governance Committee. The executive director shall:

A. carry out the direction of the Governance Committee and the committees, including implementation of any action plan;

B. facilitate day-to-day communications among Program participants;

C. co-chair The Land and Water Management Committees;

D. communicate with local governments, the public, the media and, where appropriate, with Congress and federal and state agencies;

E. communicate with FWS as well as other appropriate federal and state regulatory and resource management agencies to ensure overall consistency;

F. coordinate preparation of budgets by committees for approval by the Governance Committee; and

G. perform such other functions as requested by the Governance Committee.

V. CONTRIBUTIONS OF THE SIGNATORIES

The DOI and the States of Nebraska, Colorado and Wyoming will provide representatives to the Oversight Committee and Governance Committee and to any technical committees established by the Governance Committee without compensation from any other signatory. The executive director and those providing assistance to the executive director, or any committee established by the Governance Committee may be compensated using Program funds if and to the extent approved by the Governance Committee.