AGREEMENT FOR DROUGHT RESPONSE OPERATIONS AT THE INITIAL UNITS OF THE
COLORADO RIVER STORAGE PROJECT ACT
This Agreement for Drought Response Operations (“Drought Response Operations Agreement”)
at the Glen Canyon Dam, Flaming Gorge Dam, Curecanti (the “Aspinall Unit”), and Navajo Dam
authorized by the Colorado River Storage Project Act (collectively referred to as the “CRSPA
Initial Units” and individually as “CRSPA Initial Unit”), an element of the Upper Colorado River
Basin’s Drought Contingency Plan, is hereby made and entered into by and between the Upper
Colorado River Division States of Colorado, New Mexico, Utah, and Wyoming (“Upper Division
States”), through the Upper Colorado River Commission (“Commission”), and the Secretary of
the Interior (“Secretary”) hereinafter collectively referred to as the “Parties.” The Secretary may
delegate his or her duties under this Drought Response Operations Agreement to the Bureau of
Reclamation (“Reclamation”).
I.

INTRODUCTION

A. BACKGROUND/OBJECTIVE
Since 2000, drought conditions in the Colorado River Basin have led to marked fluctuations
and decreases in water elevations at key Colorado River reservoirs. The Upper Division
States, through the Commission, have developed a drought contingency plan to address the
possibility of reservoir storage at Lake Powell declining below a target elevation. This
Drought Response Operations Agreement is one element of that plan. Its primary goals are
to minimize the risk of Lake Powell falling below a target elevation and thereby:
1. Help ensure the Upper Division States will continue fulfilling their interstate water
compact obligations while exercising their rights to develop and utilize the Upper
Colorado River Basin’s (“Upper Basin”) Colorado River System compact
apportionment.
2. Maintain the ability to generate hydropower at Glen Canyon Dam so as to protect:
a. Continued operation and maintenance of the CRSPA Initial Units and
participating projects authorized under the 1956 Colorado River Storage
Project Act, as amended (“CRSPA”);
b. Continued funding and implementation of environmental and other
programs that are beneficial to the Colorado River System;
c. Continued electrical service to power customers including municipalities,
cooperatives, irrigation districts, federal and state agencies and Native
American Tribes, and the continued functioning of the western
Interconnected Bulk Electric System that extends from Mexico to Canada and
from California to Kansas and Nebraska; and

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 d. Safety contingencies for nuclear power plant facilities within the Colorado
River Basin.
3. Minimize adverse effects to resources and infrastructure in the Upper Basin.
B. INTENT
The Parties intend through this Drought Response Operations Agreement to:
1. Prepare, in advance of drought conditions, drought response operations that will
minimize the risk of low water storage conditions at Lake Powell, as well as ensure
timely recovery of storage water at the upstream CRSPA Initial Units;
2. Reach consensus on a contingency framework for utilizing the CRSPA Initial Units to
respond to drought conditions in the Upper Basin; and
3. Promote communication, coordination, and cooperation among themselves to
provide additional certainty in Colorado River water management.
C. FRAMEWORK
The framework for this Drought Response Operations Agreement is developed in
recognition of, and consistent with, the law and practice relevant to the Upper Basin as
summarized herein:
1. The CRSPA directed and authorized the Secretary to construct and operate the
CRSPA Initial Units to, among other things, allow the Upper Division States to utilize
their apportionment of the Colorado River consistent with the Colorado River
Compact.
2. Project-specific criteria govern the operation of each of the CRSPA Initial Units,
including applicable Records of Decision and Biological Opinions to satisfy the
requirements of the National Environmental Policy Act and the Endangered Species
Act, the authorized purposes for each facility, and state water right systems and
decrees.
3. The 1977 Department of Energy Organization Act (“DOE Act”) generally transferred
power marketing and transmission (“construction, operation, maintenance, and
delivery”) functions, including the responsibility to market and deliver power and
energy from the applicable CRSPA Initial Units, from the Department of the Interior
to Western Area Power Administration.
4. Articles IV(c) of the Colorado River Compact and XV(b) of the Upper Colorado River
Basin Compact (“Upper Basin Compact”) expressly recognize each compacting
state’s rights and powers to regulate within its boundaries the appropriation, use,
and control of water apportioned and available to the states by the Colorado River
and Upper Basin Compacts.

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 5. Article VIII(d) of the Upper Basin Compact also establishes the Commission, which is
composed of a commissioner representing each of the Upper Division States and a
commissioner representing the United States, to perform all functions required by
the Upper Basin Compact and do all things necessary, proper, or convenient in the
performance of its duties either independently or in cooperation with any state or
federal agency.
6. Federal law and practice (including, but not limited to, Section 602(b) of the 1968
Colorado River Basin Project Act, 43 U.S.C. § 1552(b), the Criteria for Coordinated
Long-Range Operation of Colorado River Reservoirs Pursuant to the Colorado River
Basin Project Act, and the 2007 Colorado River Interim Guidelines for Lower Basin
Shortages and the Coordinated Operations for Lake Powell and Lake Mead)
contemplate that in the coordinated operations of Lake Powell and Lake Mead, the
Secretary will consult with the Colorado River Basin States through Governors’
Representatives, who represent the Governors and their respective state agencies.
II.

AGREEMENT

In consideration of the above introduction and covenants contained herein, the Parties agree as
follows:
A. BASES OF MUTUAL AGREEMENT
1. Best Efforts: The Parties agree to implement their best efforts to coordinate and
collaborate on an ongoing basis to achieve the purposes and implement the
provisions of this Drought Response Operations Agreement.
2. Target Elevation: For purposes of this Drought Response Operations Agreement
only, Lake Powell surface elevation 3,525 feet mean sea level (“msl”) will be
considered the “Target Elevation” for minimizing the risk of Lake Powell declining
below minimum power pool (approximately elevation 3,490 feet msl) and to assist in
maintaining Upper Division compliance with the Colorado River Compact. The
Parties agree that this elevation appropriately balances the need to protect
infrastructure, compact obligations, and operations at Glen Canyon Dam, as storage
approaches minimum power pool with the Upper Division States’ rights to put
Colorado River System water to beneficial use.
3. Principles for Drought Response Operations: The Parties agree to consider the
following principles when identifying appropriate drought response operations (see
Section II.A.4 “Drought Response Process”) at any CRSPA Initial Unit:

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 a. Definition of Drought Response Operations: For purposes of this Drought
Response Operations Agreement “drought response operations” refers to
operational adjustments or releases made at or from the CRSPA Initial Unit(s)
to minimize the risk of Lake Powell declining below the Target Elevation, as
well as to provide for actions at the CRSPA Initial Unit(s) in subsequent years
to recover storage at the same facility/facilities.
b. Scope of Drought Response Operations: Any drought response operation,
including drought response releases and recovery of storage operations, at a
CRSPA Initial Unit will be managed with the maximum flexibility practicable
consistent with: the Colorado River Compact; the Upper Colorado River Basin
Compact; the Colorado River Storage Project Act; the Colorado River Basin
Project Act; the San Juan-Chama Project Act (P.L. 87-483); the Northwestern
New Mexico Rural Water Projects Act (P.L. 111-11); the project-specific
criteria for each CRSPA Initial Unit, including the relevant Records of
Decision, Biological Opinions and authorized purposes for each Unit (see
Section I.C.2); legal obligations, including existing and future contracts
related to water and/or hydropower; states’ water right administration
systems and decrees; and all applicable rules and regulations promulgated
thereunder.
c. Participation from all CRSPA Initial Units: Recognizing the shared risk of
extended drought and acknowledging the Upper Division States’ continuing
responsibilities to maintain compact compliance within the Upper Basin, a
drought response operation contemplated by this Drought Response
Operations Agreement shall ensure that ALL CRSPA Initial Units will be
considered for drought response operations. To this end:
i. Operational Adjustments at Lake Powell: Operational adjustments in
monthly volumes at Glen Canyon Dam will be considered first to
minimize the risk of Lake Powell declining below the Target Elevation
consistent with the Criteria for Coordinated Long-Range Operation of
Colorado River Reservoirs, which is currently implemented through
the 2007 Colorado River Interim Guidelines for Lower Basin Shortages
and the Coordinated Operations for Lake Powell and Lake Mead.
ii. All Initial Units Considered: If operational adjustments at Glen
Canyon Dam would not be sufficient to fully minimize the risk of Lake
Powell declining below the Target Elevation, operations at all other
CRSPA Initial Units will be uniformly considered through evaluations
that include but are not limited to water availability, hydrology,
resource conditions and operational limitations at each Initial Unit in

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 conjunction with adjustments at Glen Canyon Dam to provide
additional drought protection at Lake Powell.
iii. Multiple Drought Response Releases: If a CRSPA Initial Unit has
participated in a drought response release, it will not be considered
for another drought response release in subsequent years unless
drought response releases from the other CRSPA Initial Units do not
fully reduce the risk of Lake Powell declining below the Target
Elevation. In such instances, a CRSPA Initial Unit may participate in
subsequent drought response releases regardless of whether it has
fully recovered storage following a prior drought response release,
but only to the extent that a) water is available at that CRSPA Initial
Unit for the drought response operation; and, b) contributions from
the other CRSPA Initial Units cannot otherwise protect the Target
Elevation at Lake Powell.
d. Effectiveness: The Parties agree that a drought response release from a
CRSPA Initial Unit may be recommended even if it is determined that such
release would not, by itself, fully achieve the intent or goals of this Drought
Response Operations Agreement. Such releases, however, may not be
recommended if they are ultimately determined to be futile to achieve the
goals or intent of this Drought Response Operations Agreement.
e. Recovery of Storage at CRSPA Initial Units: Recovery of storage at the CRSPA
Initial Units is essential to any drought response operation. Consistent with
Section II.A.3.b-c, the drought response operations process will be completed
only after each CRSPA Initial Unit has recovered the storage as defined
below. When implementing recovery of storage at the CRSPA Initial Units,
the following considerations will apply:
i. Recovery of Storage Definition: For purposes of this Drought Response
Operations Agreement, storage at a CRSPA Initial Unit is recovered
when the first of either of the following occurs:
1. The CRSPA Initial Unit, operating consistent with Section
II.A.3.b, has recovered the cumulative volume of water that
was released for implementation of drought response
operations to minimize the risk of Lake Powell declining below
the Target Elevation; or
2. Water elevation at the CRSPA Initial Unit has reached the
regular operating target elevation for that facility, for
example, deicing target elevation at the Aspinall Unit, the
current end-of-water-year storage target at Navajo Reservoir,

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 or the May 1 Upper Level Drawdown Elevation target at
Flaming Gorge Reservoir.
ii. Dual Operations: Hydrologic variability within the Upper Basin may
render releases from a CRSPA Initial Unit ineffective in achieving the
intent and goal of this Drought Response Operations Agreement, see
Section II.A.3.d, to reduce the risk of Lake Powell declining below the
Target Elevation. However, such a CRSPA Initial Unit could still recover
storage following a prior drought response release. Moreover, drought
response releases from any CRSPA Initial Unit do not preclude recovery
of storage actions at another Unit simultaneously.
f. Natural Resource Considerations: Drought response operations at the CRSPA
Initial Units will consider the timing, duration, and magnitude of water
releases to help minimize, to the extent practicable, impacts to natural
resources conditions, recognizing the overall purpose of the drought
response operations, and within the scope identified in Section II.A.3.b.
g. Impacts to Basin Fund and Bulk Electric System: Drought response
operations at CRSPA Initial Units will consider the timing, duration, and
magnitude of water releases to help minimize, to the extent practicable,
impacts to the Upper Colorado River Basin Fund and impacts to the reliability
of the western Interconnected Bulk Electrical System, within the scope
identified in Section II.A.3.b.
h. Monitoring: The Parties agree to include monitoring activities as appropriate
as part of any drought response operations (release or recovery of storage).
The Parties will incorporate the results of such monitoring into consideration
of whether to begin, end, or modify drought response operations.
i. Forecast Uncertainty: Because modeling projections that will be considered
and relied upon for any drought response operations cannot predict precise
conditions at any given time in the Upper Basin, plans for drought response
operations developed in accordance with Section II.A.4.b shall provide
sufficient flexibility to begin, end, or adjust operations as needed based on
actual hydrologic conditions.
j. Emergency 1 Action: In light of the potential uncertainty associated with
modeling projections, the Parties agree that notwithstanding the principles
for implementing a drought response operation set forth in this subsection 3,
1

The term “emergency” as used in this Drought Response Operations Agreement does not identify, describe or
otherwise define what constitutes a general emergency under federal or state laws or other emergency situation
at a Reclamation reservoir, a deficiency in the system under the Colorado River Compact, or an extraordinary
drought under the 1944 Water Treaty between the United States and Mexico regarding the Colorado River.

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 the Secretary retains all applicable authority to make releases from the
CRSPA Initial Units and perform subsequent recovery of storage operations if
actual hydrology or actual operating experience demonstrate an imminent
need to protect the Target Elevation at Lake Powell. Such action shall be
performed, to the greatest extent practicable, with advance consultation and
coordination with the Upper Division States, through the Commission, and
following consultation with the Governors’ Representatives of the Colorado
River Basin States consistent with the Agreement Concerning Colorado River
Drought Contingency Management and Operations (“Companion
Agreement”).
4. Drought Response Process: In an effort to achieve the primary goals of this Drought
Response Operations Agreement, and to implement the “Principles” outlined in
Section II.A.3, the Parties agree that, subject to Section II.A.3.j “Emergency Action”,
they will work to minimize the risk of Lake Powell declining below the Target
Elevation by:
a. Initiating drought response process: The Parties will initiate a drought
response process, which will include at a minimum:
i. Notice: The Secretary will notify the Commission and the Lower Division
States when Reclamation’s 24-Month Study model, using Minimum
Probable hydrology based upon the inflow forecast provided by the
Colorado Basin River Forecast Center, projects Lake Powell’s elevation
at or below the Target Elevation at any time during the subsequent 24month period, or when emergency action becomes necessary as set
forth in Section II.A.3.j.
ii. Modeling: The Secretary will commence monthly modeling of Minimum
Probable, Maximum Probable and Most Probable hydrology for the
subsequent 24-month period until the Minimum Probable 24-Month
Study projects that Lake Powell will consistently remain above the
Target Elevation for a 24-month period. Reclamation will report such
modeling results to the Upper Division States and the Commission
during monthly calls, see Section II.A.4.a.iii.
iii. Monthly Calls/Meetings: The Secretary will commence monthly drought
operations planning and coordination calls or meetings with the Upper
Division States and the Commission to discuss monthly modeling and
tracking of hydrology forecasts, system conditions, and status of CRSPA
Initial Units; each Party may, in its sole discretion, choose the
individuals or entities that will attend.

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 iv. Duration: The Secretary will continue the initiation of the drought
response process under this subsection (a) until either:
1. The 24-Month Study Minimum Probable hydrology projects
Lake Powell elevations to be above the Target Elevation at all
times during the subsequent 24-month period, at which time
the drought response process may be suspended; or
2. The 24-Month Study Most Probable hydrology projects Lake
Powell elevations to be at or below the Target Elevation at any
time during the subsequent 24-month period, at which time
the Parties will begin developing a Draft Drought Response
Operations Plan as set forth below in Section II.A.4.b.
b. Developing Draft Drought Response Operations Plan: The Parties agree to
develop a Draft Drought Response Operations Plan by:
i. Continuing the Monthly Calls/Meetings described in Section II.A.4.a.iii.
ii. Considering the Drought Response Principles set forth in Section II.A.3,
including: Definition of Drought Response Operations; Scope of Drought
Response Operations, Participation from all CRSPA Initial Units;
Effectiveness, Recovery of Storage; Natural Resource Considerations;
Effects to Basin Fund and Bulk Electric System; Monitoring: Forecast
Uncertainty; and Emergency Operations. In doing so, the Draft Plan will
to the greatest extent practicable identify how to: (1) Minimize the risk
of Lake Powell declining below the Target Elevation; (2) Provide for
timely adjustments in drought response operations based upon actual
monthly hydrology to achieve the purpose and intent of this Drought
Response Operations Agreement; and (3) Allow for subsequent
recovery of storage at the CRSPA Initial Units, consistent with water
contract obligations, relevant Records of Decision and Biological
Opinions, and other state or federal legal requirements relevant to
each facility.
iii. Providing the terms of a Draft Drought Response Operations Plan as
contemplated by the Parties to the Lower Division States for review,
and consulting with the Governors’ Representatives of the Lower
Division States consistent with the Companion Agreement to consider
and address, as appropriate, any questions or concerns regarding the
terms of the Draft Drought Response Operations Plan as contemplated
by the Parties.
iv. Continuing the process described in Section II.A.4.b.i-iii until either:

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 1. The 24-Month Study Most Probable hydrology projects Lake
Powell to remain above the Target Elevation at all times
during the subsequent 24-month period, at which time the
Parties will revert to the drought response process described
in Section II.A.4.a; or
2. The April 24-Month Most Probable hydrology projects Lake
Powell to be at or below the Target Elevation at any time in
the next 12-month period, at which time the Parties will
finalize the Draft Drought Response Operations Plan as
described in Section II.A.4.c.
c. Finalize Drought Response Operations Plan: The Parties will finalize the
Drought Response Operations Plan as follows:
i. The Commission will review and consider a Final Drought Response
Operations Plan after consultation with the Governors’ Representatives
of the Lower Division States as provided in Section II.A.4.b.iii.
ii. Upon approval of the Final Drought Response Operations Plan by both
the Upper Division State Commissioners and the Commission, the
Commission will forward that Final Drought Response Operations Plan
to the Secretary for consideration and approval.
iii. In the event of any dispute or disagreement arising from development
of the Plan, or if the Secretary wishes to modify or reject the Plan, the
Secretary and Commission agree to meet to jointly assess what other
drought contingency options may be available.
d. Implement Drought Response Operations Plan: Upon the Secretary’s
approval of the Drought Response Operations Plan, the Parties agree to:
i. Implement drought response operations at the agreed-upon CRSPA
Initial Unit(s) in accordance with the Drought Response Operations
Plan, and coordinate weekly, or at such other intervals as otherwise
agreed to, on such operations.
ii. Be available to respond to the Lower Division States’ questions or
concerns, should they arise, regarding ongoing implementation of
Drought Response Operations.
iii. Conclude the Drought Response Operations only after the CRSPA Initial
Units have recovered the storage that would have otherwise been
available to each Unit but for implementation of Drought Response
Operations, as determined in accordance with Section II.A.3.e.
iv. If the Parties agree that the finalized Drought Response Operations Plan
needs to be modified, amended, or supplemented for the purpose of

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 more specifically clarifying the scope and detail of recovery of storage,
they will consult with the Lower Division States consistent with Section
II.A.4.b.iii.
v. In the event of any dispute or disagreement regarding implementation
of the Drought Response Operations Plan, the Parties agree to meet to
jointly assess what other drought contingency options may be
available.
e. Emergency Action: Notwithstanding efforts to develop and implement a
Drought Response Operations Plan as outlined above, in the event that
actual hydrology or actual operating experience demonstrate an imminent
need to protect the Target Elevation as set forth in Section II.A.3.j, the
Secretary retains all applicable authority to make releases from the CRSPA
Initial Units and perform subsequent recovery of storage operations. Such
action shall be performed, to the greatest extent practicable, with advance
consultation and coordination with the Upper Division States, through the
Commission, and following consultation with the Governors’ Representatives
of the Colorado River Basin States consistent with the Companion
Agreement.
5. Public Outreach: The Parties will coordinate on any public outreach for drought
response operations at the CRSPA Initial Units. Such coordination will begin prior to
outreach activities with the goal of streamlining discussions and avoiding or
resolving differences. Except when an imminent need does not permit sufficient
time, public outreach regarding drought response operations will include, but may
not be limited to, notifying Native American Tribes, local governments, interested
stakeholders, and operational and technical workgroups relevant to the respective
CRSPA Initial Units of plans and concepts for drought response operations as they
become available.
6. Term for Drought Response Operations: Drought response operations as
contemplated through this Drought Response Operations Agreement will not extend
beyond the term for operations as set forth in the Record of Decision for the 2007
Colorado River Interim Guidelines for Lower Basin Shortages and the Coordinated
Operations for Lake Powell and Lake Mead (December 31, 2025 but after finalization
of the 2026 Annual Operating Plan, unless terminated sooner). Operations to
recover storage after a drought response operation has been implemented will
continue as long as necessary to recover from any drought response operations
taken before October 1, 2026.
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 7. Voluntary Efforts: Drought response operations agreed to pursuant to this Drought
Response Operations Agreement are voluntary and in the interest of comity.
Nothing in this Drought Response Operations Agreement shall be construed to
diminish or modify the rights of any Party under existing law.
8. Consistency with Existing Law and Compliance: For the purposes of this Drought
Response Operations Agreement, storage of water in and release of water from the
CRSPA Initial Units to accomplish a drought response operation does not, and shall
not be construed to, violate the Colorado River Compact, Upper Colorado River
Basin Compact, Colorado River Storage Project Act, Colorado River Basin Project Act,
the San Juan-Chama Project Act (P.L. 87-483), the Northwestern New Mexico Rural
Water Projects Act (P.L. 111-11), Records of Decision for each facility, Biological
Opinions for each facility, or contracts for water or power, states’ water right
systems and decrees and all applicable rules and regulations promulgated
thereunder.

B. ADDITIONAL PROVISIONS
1. Participation in Similar Activities: This Drought Response Operations Agreement in
no way restricts the Parties from participating in similar activities with other public
or private agencies, organizations and individuals, as state and federal law may
allow.
2. Term: This Drought Response Operations Agreement shall be effective as of the
date all Parties provide their written approval and shall be effective as to any
additional Party as of the date of execution by such Party. This Drought Response
Operations Agreement will not extend beyond the term for operations as set forth in
the Record of Decision for the 2007 Colorado River Interim Guidelines for Lower
Basin Shortages and the Coordinated Operations for Lake Powell and Lake Mead
(December 31, 2025 but after finalization of the 2026 Annual Operating Plan, unless
terminated sooner) without the written consent of all the Parties.
3. Amendments and Modifications: This Drought Response Operations Agreement may
be amended or modified, but only by the written agreement of the Parties after
consultation as set forth in Paragraph I of the Companion Agreement.

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 4. Resolution of Claims or Controversies: The Parties recognize that judicial or
administrative proceedings are not the preferred alternatives to the resolution of
claims or controversies regarding this Drought Response Operations Agreement. In
furtherance of this Drought Response Operations Agreement, the Parties desire to
avoid judicial and administrative proceedings, and agree to pursue a consultative
approach to the resolution of any claim or controversy triggered by this Drought
Response Operations Agreement. If any Party becomes concerned that there may
be a claim or controversy under this Drought Response Operations Agreement, or as
a result of implementing this Drought Response Operations Agreement such Party
shall notify all other Parties via electronic mail or other writing and the Parties shall
in good faith meet in order to resolve such claim or controversy by mutual
agreement prior to initiating any judicial or administrative proceeding. No Party
shall initiate any judicial or administrative proceeding against any other Party under
this Drought Response Operations Agreement, or as a result of implementing this
Drought Response Operations Agreement until such consultation has been
completed. Notwithstanding any other provision of this Demand Management
Storage Agreement, this Paragraph shall survive the termination or expiration of this
Demand Management Storage Agreement
5. Reservation of Rights and Authorities: Nothing in this Drought Response Operations
Agreement alters the rights, obligations and authorities of the respective Parties.
Moreover, nothing in this Drought Response Operations Agreement affects or shall
be interpreted to affect the obligations that each Party may have related to natural
resources at or around the CRSPA Initial Units under applicable law. Nor have the
Parties waived any rights, claims, or defenses now or in the future under any
applicable federal or state law or administrative rule, regulation or guideline.
6. No Waiver: The failure of any Party to enforce a provision of this Demand
Management Storage Agreement shall not be deemed to constitute a waiver of that
provision.
7. No Precedent: The Parties represent and agree that nothing in this Drought
Response Operations Agreement, nor the execution of this Drought Response
Operations Agreement, established or acts as any precedent for managing or
operating the CRSPA Initial Units or administering water from the Colorado River
System in the Upper Colorado River Basin. This Drought Response Operations
Agreement also shall not be interpreted or construed as establishing a precedent for
employing the plans or operational tools contemplated by this Drought Response
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 Operations Agreement. The Parties hereby affirm the entitlement and right of each
State under such existing law to use and develop the water of the Colorado River
System. Notwithstanding anything in this Drought Response Operations Agreement
to the contrary, this provision shall survive termination of this Demand Management
Storage Agreement
8. Actual Operating Experience: Adoption of this Drought Response Operations
Agreement does not preclude exploration of additional approaches for operational
flexibility in light of actual operating experience.
9. Uncontrollable Forces: No Party shall be considered to be in default in the
performance of any of its obligations under this Drought Response Operations
Agreement when a failure of performance shall be due to any cause beyond the
control of the Party affected, including but not limited to, facilities failure, flood,
earthquake, storm, lightning, fire, epidemic, war, riot, civil disturbance, labor
disturbance, sabotage, and restraint by court or public authority which by exercise
of due diligence and foresight such Party could not have reasonably expected to
avoid. A Party rendered unable to fulfill any of its obligations under this Drought
Response Operations Agreement by reason of an Uncontrollable Force shall give
prompt written notice of such Uncontrollable Force to the other Parties and shall
exercise due diligence to remove such inability with all reasonable dispatch.
10. Governing Law: This Drought Response Operations Agreement shall be interpreted,
governed by, and construed under applicable Federal law. To the extent permissible
under the Federal Rules of Civil Procedure and other applicable Federal authority,
venue for adjudication of any disputes under this Drought Response Operations
Agreement shall be in an appropriate Federal court within the Upper Basin.
11. Successors and Assigns: The provisions of this Drought Response Operations
Agreement shall apply to and bind the successors and assigns of the Parties, but no
assignment or transfer of this Drought Response Operations Agreement or any right
or interest herein shall be valid until consented to in writing by all Parties, which
consent shall not be unreasonably withheld.
12. Drafting Considerations: Each Party and its counsel have participated fully in the
drafting, review, and revision of this Drought Response Operations Agreement, each
of whom is sophisticated in the matters to which Drought Response Operations

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 Agreement pertains, and no one Party shall be considered to have drafted this
Drought Response Operations Agreement.
13. Notices: All notices and requests required or allowed under the terms of this
Drought Response Operations Agreement shall be in writing and shall be sent via
electronic mail and mailed first class postage paid to the following entities at the
following addresses:
[INSERT CONTACT INFORMATION:]
A Party may change its address by giving the other Parties notice of the change in
writing.
14. No Third-Party Beneficiaries: This Drought Response Operations Agreement is made
for the benefit of the Parties. No Party to this Drought Response Operations
Agreement intends for this Drought Response Operations Agreement to confer any
benefit upon any person or entity not a signatory to this Drought Response
Operations Agreement upon a theory of third-party beneficiary or otherwise.
15. Authority for Signing: The persons and entities executing this Drought Response
Operations Agreement on behalf of the Parties are recognized by the Parties as
representing the respective Upper Division States and the Commission and the
Department of the Interior in matters concerning the Colorado River and operation
of the CRSPA Initial Units, and as those persons authorized to bind the respective
Parties to the terms hereof. Each person executing this Drought Response
Operations Agreement represents that he or she has the full power and authority to
bind the respective Party to the terms of this Drought Response Operations
Agreement. This Drought Response Operations Agreement constitutes a valid and
binding agreement of each Party, enforceable against each Party in accordance with
its terms. No Party shall challenge the authority of any person or Party to execute
this Drought Response Operations Agreement and bind such Party to the terms
hereof, and the Parties waive the right to challenge such authority.
16. Joint Defense Against Third-Party Claims: The Parties have certain common, closely
parallel, or identical interests in supporting, preserving, and defending this Drought
Response Operations Agreement. The nature of this interest and the relationship
among the Parties present common legal and factual issues and a mutuality of
interests. Because of these common interests, the Parties will mutually benefit from
an exchange of information relating to the support, preservation, and defense of this
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 Drought Response Operations Agreement, as well as from the coordinated
investigation and preparation for discussion of such interests. In furtherance
thereof, in the event of any challenge by a third party to this Drought Response
Operations Agreement, the Parties will proceed with reasonable diligence and use
best efforts to support and defend the Drought Response Operations Agreement in
any lawsuit or administrative proceeding challenging the legality, validity or
enforceability of any term of this Drought Response Operations Agreement, and will,
to the extent appropriate, enter into joint defense or common interest agreements.
Each Party will bear its own costs of participating in the defense of this Drought
Response Operations Agreement under this Paragraph.
17. Counterparts: This Drought Response Operations Agreement may be executed in
counterparts, each of which shall be an original and all of which, together, shall
constitute only one Drought Response Operations Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Drought Response
Operations Agreement on the day and year written above.

[INSERT SIGNATURES]

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